FINANCIAL HIGHLIGHTS
In millions, except per share data
Net Sales
Consolidated Operating Profit
Segment Operating Profit
Net Earnings From Continuing Operations
Net Earnings
Diluted Earnings Per Common Share
Continuing Operations
Net Earnings
Cash Dividends Per Common Share
Average Diluted Common Shares Outstanding
Cash and Cash Equivalents
Total Assets
Total Debt, net
Total Equity
Common Shares Outstanding at Year-End
Net Cash Provided by Operating Activities
Capital Expenditures
Free Cash Flow
2022
2020
$ 65,984 $ 67,044 $ 65,398
2021
8,348
7,219
5,732
5,732
21.66
21.66
11.40
265
9,123
8,644
7,379
7,152
6,315
6,888
6,315
6,833
22.76
24.50
22.76
24.30
10.60
277
9.80
281
$ 2,547 $ 3,604 $ 3,160
52,880
50,873
50,710
15,547
11,676
12,169
9,266
10,959
6,038
254
271
279
$ 7,802 $ 9,221 $ 8,183
(1,766)
(1,522)
$ 6,132 $ 7,699 $ 6,417
(1,670)
NOTE: For additional information regarding the amounts presented above, see the Form 10-K portion of this Annual
Report. A reconciliation of Segment Operating Profit to Consolidated Operating Profit is included on the page preceding
the back cover of this Annual Report.
Dear Fellow
Stockholders:
In 2022, Lockheed Martin continued to develop and deliver
critical 21st-century capabilities for our customers to enhance
deterrence to armed conflict and to advance scientific
discovery. We also boldly advanced our internal business and
digital transformation. And we utilized our dynamic capital
allocation process that integrates our business results and
expectations, along with market and financial conditions, to
maximize returns for our stockholders.
James D. Taiclet
Chairman, President and Chief Executive Officer
Our 2022 initiatives were built upon the 21st Century Security
(21CS) vision that was first introduced in 2020. We worked with our customers to meet their urgent needs
while working with them to transform the defense enterprise. We know they face unparalleled threats
and require multi-domain, highly interconnected, and interoperable solutions to ensure they stay ahead
of ready. To this end, we made several strategic agreements with America’s leading commercial digital
technology companies to accelerate the development of advanced physical- and digital-world technologies.
We completed successful hypersonic flight tests and engaged in one of the world’s largest military exercises,
partnering with U.S. forces in the Indo-Pacific to provide a glimpse of the future of Joint All-Domain
Operations (JADO). Our groundbreaking technologies took American astronauts one step closer to setting
foot on the moon. In addition, we continued to advance our One Lockheed Martin transformation (1LMX)
initiative, which is modernizing and streamlining our operations to enhance our company’s speed and
competitiveness.
By connecting our industry-leading portfolio of products, systems, and services across business and
functional boundaries, we augmented the ability of our four business areas to deliver solid strategic,
operational, and financial results despite COVID-19’s ongoing impacts on our operations and our supply
chain. From next-generation aircraft to precision-strike capabilities and integrated radar and defense
systems, the dedication and innovation of our Lockheed Martin team enabled the development, production,
and delivery of networked and interoperable solutions our customers need to meet rapidly increasing
challenges.
2022 FINANCIAL METRICS
In 2022, we delivered solid financial results and took significant steps on our journey to future growth, achieving the
following financial results:
• Free cash flow* of $6.1 billion
• Sales of $66.0 billion
• Segment operating profit* of $7.2 billion
• Segment operating margin* of 10.9%
• Net earnings of approximately $5.7 billion
• Diluted earnings per share of $21.66
• Orders of $80.4 billion and a year-end backlog of $150 billion
We invested $3.4 billion in Independent Research and Development and capital investments to accelerate the
capabilities that our customers need and for our operations to meet those needs.
From a capital allocation perspective, we returned $10.9 billion to shareholders through dividends of $3.0 billion
and share repurchases of $7.9 billion. We increased our dividend by 7% – the 21st consecutive year of increases.
We continued our multi-year share repurchase program, including a $4 billion accelerated share repurchase that
was announced and substantially completed in the fourth quarter.
These business results, combined with our capital deployment, allowed us to deliver significant value to our
shareholders, reflected in our total shareholder return of 40% for 2022.
OPERATIONAL HIGHLIGHTS ACROSS THE BUSINESS DEMONSTRATE
THE STRENGTH OF OUR INDUSTRY-LEADING PORTFOLIO OF INTEGRATED
PLATFORMS AND SYSTEMS
Each of Lockheed Martin’s four business areas
achieved key successes in 2022.
Aeronautics Advanced the Future of Flight on a
Global Scale
The U.S. Department of Defense and Lockheed Martin
finalized a $30 billion contract for the production
and delivery of up to 398 F-35s – including U.S.,
international partners and Foreign Military Sales
aircraft in Lots 15 and 16, with the option for Lot 17.
This deal continues our commitment to delivering
unparalleled fifth-generation capabilities for our
airmen, sailors, and marines, while providing the best
value to the taxpayer.
F-35 international interest grew as key allies continued
to look to the world’s most advanced 5th generation
fighter as their airpower solution. In September,
the Swiss parliament gave final approval and
signed a Letter of Offer and Acceptance (LOA) to buy
36 F-35As, valued at about $6.25 billion. Also last
year, Finland and Germany signed LOAs for 64 and
35 F-35As, respectively. Greece sent an official request
to the United States to purchase 20 F-35s, as did the
Czech government for 24 F-35s. Canada entered the
finalization phase of the procurement process with the
U.S. government and Lockheed Martin to purchase
88 F-35s for the Royal Canadian Air Force.
Our Aeronautics business – together with industry
partners and customers at the Defense Advanced
Research Projects Agency and the Air Force Research
Lab – conducted a test of the Hypersonic Air-breathing
Weapon Concept. The historic flight reached speeds
in excess of Mach 5 and altitudes greater than 65,000
feet, demonstrating air-breathing hypersonic systems
are a cost-effective solution to address rapidly
emerging threats in the global security arena.
Aeronautics’ F-16 program continued its robust
international growth. In June, Jordan signed an LOA
Lockheed Martin Corporation
II
for eight new F-16 Block 70 aircraft to be built at our
facility in Greenville, South Carolina. In November,
Bulgaria signed an LOA for eight additional F-16 jets
for its fleet. The first new F-16 Block 70 completed
Final Assembly & Checkout and paint phases in
Greenville and in January 2023 successfully conducted
its maiden flight.
Aeronautics also continued to see growth in air
mobility in 2022. We delivered our 500th C-130J in
March, along with three C-130J-30s for Germany,
which is a first-time Hercules operator. We also saw
the first of five C-130J-30s for Indonesia take flight.
In October, Australia’s Department of Defence
announced it would seek to replace and expand its
current medium air-mobility fleet of 12 C-130J-30s
with a total of 24 new C-130J-30s.
Skunk Works® continues to be a growth engine with
expansion in classified and international work.
Missiles and Fire Control Tested and Provided Vital
Combat Capabilities
Lockheed Martin Missiles and Fire Control (MFC)
was in the global spotlight in 2022 for providing vital
combat capabilities in Ukraine.
We were honored to host several high-level VIP
customer visits, showcasing our products and our
world-class workforce. In May, our Pike County
Operations Facility in Troy, Alabama, welcomed
President Joe Biden for an official White House visit.
The president toured the Javelin production line and
met Lockheed Martin employees. The United States
has committed more than 5,500 Javelins to Ukraine.
In August, our operations facility in Camden, Arkansas,
hosted Under Secretary of Defense for Acquisition
and Sustainment Dr. Bill LaPlante and the Assistant
Secretary of the Army for Acquisition, Logistics, and
Technology Doug Bush. During the visit, they toured
the High Mobility Artillery Rocket System, M270, and
Guided Multiple Launch Rocket System production
lines and met with a group of employees to thank
them for their support of national security. Lockheed
Martin is committed to providing these vital combat
capabilities to the U.S. military and our allies.
MFC successfully demonstrated a new, layered missile
defense integration for the U.S. Army. The Terminal
High Altitude Area Defense (THAAD) Weapon System
launched a PAC-3™ Missile Segment Enhancement
(MSE) to intercept a tactical ballistic missile target
without the support of a Patriot fire unit. Integration
into the THAAD Weapon System allowed the PAC-
3 MSE to be launched earlier and yields greater
flexibility for the soldier in the field. This integration
provides the Army more options with existing
equipment to choose the best interceptor for 21st-
century threats, resulting in a more tightly integrated
missile defense system.
In addition, Lockheed Martin continued to meet a key
growth priority for customers by successfully testing
hypersonic technologies. MFC and the U.S. Air Force
successfully conducted an end-to-end flight test of
the Air-Launched Rapid Response Weapon (ARRW),
demonstrating the weapon’s ability to reach and
withstand operational hypersonic speeds, collect
crucial data for use in further flight tests, and validate
safe separation from the aircraft to designated targets
from significant distances. We leveraged resources,
talent, and lessons learned from across all four
business areas to accelerate the development of
hypersonic strike capabilities like ARRW, which our
customers need to deter the threat of hypersonic
attacks by potential adversaries.
Our next-generation Tactical Infrared Search and
Track (TacIRST™) sensors succeeded in two flight
tests, including guiding an autonomous uncrewed
aircraft and sharing threat-detection data among five
aircraft including a Lockheed Martin Sabreliner acting
as a surrogate fighter, an uncrewed MQ-20 Avenger,
and three F-5 fighters. By leveraging open-mission
systems, our team demonstrated that common
platform integration is possible across a variety of
vehicles – bringing advanced 21st-century capabilities
to our customers quicker and more affordably.
Rotary and Mission Systems Enabled Networked
Threat Detection and Achieved Key Rotary-Wing
Aircraft Milestones
The Missile Defense Agency selected Lockheed
Martin to provide core components of the Defense
of Guam layered system architecture. Rotary and
Mission Systems (RMS) will provide and integrate
the Aegis combat system, a new TPY-X radar
derived from Long Range Discrimination Radar,
launching systems, and connection to the command,
control, battle management, and communications
(C2BMC) system. Through an open mission-systems
architecture, we will integrate best-of-breed systems
from multiple original equipment manufacturers,
including our Sentinel A4, THAAD, and PAC-3 MSE.
This program represents a strategic pathfinder to
secure future integrated air and missile defense and
JADO opportunities, establishing new standards for
operations and joint force interoperability.
In 2022, initial operational capability (IOC) was
announced for three significant rotary-wing aircraft
of RMS’ Sikorsky line of business – the CH-53K®,
the Combat Rescue Helicopter, and the VH-92A
presidential helicopter.
In April, the U.S. Marine Corps declared IOC for the
CH-53K heavy-lift helicopter. This vote of confidence
from Marine Corps leadership underscores the vital
role of the CH-53K around the globe – giving forces
more range and agility to conduct expeditionary
heavy-lift assault transport of armored vehicles,
equipment, and personnel. The path to IOC involved
collaboration between Sikorsky, the U.S. Navy,
and Marine Corps to develop, test, and validate the
advanced capabilities of this 21st-century aircraft.
The U.S. Navy also declared full-rate production
of the CH-53K in December, a decision which is
expected to increase production to more than
20 helicopters annually in the coming years. This
decision stabilizes Sikorsky’s domestic supply chain,
allowing suppliers to purchase in bulk and creating
efficiencies to drive down overall costs for the U.S.
military and international allies.
In October, the U.S. Air Force declared IOC for the
HH-60W Jolly Green II CRH, validating the platform’s
operational readiness to deploy U.S. Air Force
rescue crews and strengthening the partnership and
teamwork between Sikorsky and the Air Force.
Sikorsky was awarded contracts by the U.S. Naval
Air Systems Command to produce and install an
additional VH-92A presidential helicopter Flight
Training Device and upgrade a previously delivered
Flight Training Device for the U.S. Marine Corps.
Sikorsky is also supporting the integration of VH-92
simulators and training equipment in relation to the
presidential helicopter program.
III
2022 Annual Report
Space Led a New Era of Lunar Exploration and Global
Threat Deterrence
On November 16, the Lockheed Martin-built Orion
exploration-class spacecraft launched on the
National Aeronautics and Space Administration’s
(NASA’s) Artemis 1 and completed a 25.5-day
mission, splashing down off the coast of California.
This flight was the first in a series of increasingly
complex missions that will enable human exploration
to the moon and beyond.
Space announced a collaboration with Amazon
and Cisco to bring voice technology and video
collaboration to the moon. Lockheed Martin
integrated the Callisto technology demonstration
into NASA’s Artemis I uncrewed mission, providing
an opportunity to learn how astronauts could benefit
from far-field voice technology, artificial intelligence,
and tablet-based video collaboration.
The Space team secured a prototype agreement to
design and build 42 small satellites for the Space
Development Agency, which will enable JADO-
connected operations and promote greater situational
awareness for our armed forces. Leveraging a factory
digital twin, the team is streamlining production and
also incorporating new technologies. These satellites
are part of Tranche 1, the initial warfighting capability
of the agency’s Transport Layer, creating a highly
capable, networked communications environment.
The sixth and final satellite in the Space Based-
Infrared System (SBIRS) program series,
Geosynchronous Earth Orbit-6 (GEO-6), joined the
U.S. Space Force's constellation of missile warning
satellites equipped with robust infrared surveillance
sensors. The SBIRS program paves the way for the
Next Generation Overhead Persistent Infrared GEO
System, which will provide additional capabilities
such as cyber hardening, resiliency features,
enhanced spacecraft power, and improved propulsion
and electronics.
Along with the official groundbreaking of the
Next Generation Interceptor (NGI) Missile System
Integration Lab in Huntsville, Alabama, the NGI
team continued to drive program progress with the
successful validation of prototype communications
radio technology. Rigorous testing demonstrated
this vital component of the Missile Defense Agency’s
Ground-Based Midcourse Defense System can
receive and share data from the ground and
throughout the mission at tremendous speed, long
distances, and through harsh environments.
Lockheed Martin Corporation
IV
In September, the government of Australia awarded
Lockheed Martin a contract to establish the Southern
Positioning Augmentation Network. The program
will deliver a signal-augmenting global positioning
system and Galileo global navigation satellite
systems, improving positioning accuracy and integrity
in the Australasia region.
POSITIONING LOCKHEED MARTIN
FOR THE FUTURE
Progress on Implementing Our Vision for
21st Century Security
This year, we made tremendous strides in pursuit
of our vision to insert digital technologies like 5G,
artificial intelligence (AI), and distributed cloud
computing into existing defense systems to increase
mission capability and enhance global deterrence.
We deepened trust with our military customers in
theaters around the world through collaborative
experimentation in exercises such as Valiant Shield
and Project Convergence. We also demonstrated how
Lockheed Martin is uniquely suited to fill mission gaps
with our industry-leading portfolio of interoperable
solutions.
We announced a number of new strategic
relationships with some of the world’s leading
commercial technology companies, including Intel,
Microsoft, and IBM’s Red Hat. We also extended
our partnership with NVIDIA to include an AI-driven
environmental monitoring technology, and we
successfully demonstrated 5G.MIL® technologies
in collaboration with both AT&T and Verizon. We
expanded our relationship with Microsoft to become
the first non-government entity to operate inside the
Azure Government Secret Cloud. This new capability
will create faster, safer, and more affordable 21CS
solutions that will infuse immersive experiences and
other advanced commercial technologies into the most
capable defense systems.
To drive our evolution from a platform-centric
business model, we’ve engaged our customers in
the development of mission-focused technology
roadmaps. Our technology roadmaps are designed
to chart a logical path and provide an accelerated
timeline for iteratively connecting independent
platforms into an open-architecture network to create
a network effect – a holistic capability our customers
did not have before.
Transforming Boldly as One Lockheed Martin
While we work to advance our strategic vision for
the future of the defense enterprise, we’re also
implementing a sweeping internal business and digital
transformation effort – 1LMX – which brings together
the integration of business process transformation,
digital transformation, data, automation, and
systems modernization to bring extraordinary speed,
agility, insights, and value to our customers and our
company. It is the culmination of a business and digital
transformation journey begun in 2017 – an essential
component to the future leadership and long-term
success of Lockheed Martin.
With the foundational capital funding provided by the
Lockheed Martin Board of Directors in early 2022,
1LMX will become the largest internal program ever
undertaken by the company. By reengineering our
business processes from end to end and unlocking new
approaches with digital enablement, 1LMX is creating
a model-based enterprise that is transforming how we
design, buy, build, and sustain the solutions we provide
our customers.
Throughout 2022, we’ve achieved successful
transformation across all our business areas. We’ve
identified “First Mover” programs with priority captures
where our 1LMX efforts will accelerate the new
transformation capabilities our customers demand.
1LMX is also helping us grow our company by placing
a focus on proposal management and by accelerating
capabilities needed for near-term new program wins.
The Path Ahead
Looking to 2023 and beyond, we continue to anticipate
growth over the long-term. Demand for Lockheed
Martin platforms and systems is strong in the United
States and abroad with significant sales opportunities
ahead. However, it will take time for these opportunities
to transition into contractual agreements and to
be reflected in our financial metrics. With residual
pandemic impacts and supply chain challenges
continuing, we now expect sustained growth to return in
2024.
By keeping our existing programs sold, winning new
business, and taking advantage of emerging opportunities,
we will continue to successfully navigate a challenging
business environment as well as strengthen our future
growth and leadership.
The Values Driving Us Forward
Our progress this year is a testament to the dedication
of our 116,000 team members and the values we share
– to do what’s right, respect others, and perform with
excellence.
In 2022, we contributed nearly $34 million to nonprofit
organizations and academic institutions that make
positive social impacts – such as supporting the
economic and mental well-being of veterans and
their families, making communities more resilient to
environmental disasters, and expanding opportunities in
science, technology, engineering and math to students
and workers of every background.
We worked together to foster innovation and integrity
while strengthening our communities and propelling
responsible business growth. And we positioned
Lockheed Martin to continue advancing scientific
discovery to enhance deterrence by driving both
physical- and digital-world technologies in service of our
national defense, and thereby delivering solutions to help
our customers keep people safe in our homeland and
around the world.
James D. Taiclet
Chairman, President and
Chief Executive Officer
* This letter includes references to free cash flow, segment operating profit and segment operating margin, which are non-GAAP financial
measures. For reconciliations between our non-GAAP measures and the nearest GAAP measures, please refer to the page preceding the
back cover of this Annual Report. As non-GAAP financial measures are not intended to be considered in isolation or as a substitute for GAAP
financial measures, you should carefully read the Form 10-K included in this Annual Report, which includes our consolidated financial
statements prepared in accordance with GAAP. Additionally, this letter includes statements that, to the extent they are not recitations of
historical fact, constitute forward-looking statements within the meaning of the federal securities laws, and are based on Lockheed Martin’s
current expectations and assumptions. For a discussion identifying important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, see the company’s filings with the Securities and Exchange Commission, including
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Form 10-K portion of this
Annual Report.
V
2022 Annual Report
CORPORATE DIRECTORY
As of March 1, 2023
BOARD OF DIRECTORS
Daniel F. Akerson
Retired Chairman and
Chief Executive Officer
General Motors Company
David B. Burritt
President and
Chief Executive Officer
United States Steel Corporation
Bruce A. Carlson
Retired General
United States Air Force
John M. Donovan
Retired Chief Executive Officer
AT&T Communications, LLC
Joseph F. Dunford, Jr.
Senior Managing Director
and Partner
Liberty Strategic Capital and
Retired General
United States Marine Corps
James O. Ellis, Jr.
Retired President and
Chief Executive Officer
Institute of Nuclear Power
Operations
Thomas J. Falk
Retired Chairman and
Chief Executive Officer
Kimberly-Clark Corporation
Ilene S. Gordon
Retired Chairman and
Chief Executive Officer
Ingredion Incorporated
Vicki A. Hollub
President and
Chief Executive Officer
Occidental Petroleum Corporation
Jeh C. Johnson
Partner
Paul, Weiss, Rifkind,
Wharton & Garrison LLP and
Former Secretary of Homeland
Security
Debra L. Reed-Klages
Retired Chairman, President and
Chief Executive Officer
Sempra Energy
James D. Taiclet
Chairman, President and
Chief Executive Officer
Lockheed Martin Corporation
Patricia E. Yarrington
Retired Chief Financial Officer
Chevron Corporation
EXECUTIVE OFFICERS
Timothy S. Cahill
Executive Vice President
Missiles and Fire Control
Stephanie C. Hill
Executive Vice President
Rotary and Mission Systems
Maryanne R. Lavan
Senior Vice President,
General Counsel and
Corporate Secretary
Robert M. Lightfoot
Executive Vice President
Space
Jesus Malave
Chief Financial Officer
H. Edward Paul
Vice President, Controller
and Chief Accounting Officer
Evan T. Scott
Vice President and Treasurer
Frank A. St. John
Chief Operating Officer
James D. Taiclet
Chairman, President and
Chief Executive Officer
Gregory M. Ulmer
Executive Vice President
Aeronautics
Lockheed Martin Corporation
VI
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-11437
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
6801 Rockledge Drive,
Bethesda,
Maryland
(Address of principal executive offices)
52-1893632
(I.R.S. Employer Identification No.)
20817
(Zip Code)
(301) 897-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $1 par value
Trading Symbol
LMT
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non–accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant computed by reference to the last sales price of such
stock, as of the last business day of the registrant’s most recently completed second fiscal quarter, which was June 24, 2022, was approximately $110.7 billion.
There were 255,297,298 shares of our common stock, $1 par value per share, outstanding as of January 20, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Lockheed Martin Corporation’s 2023 Definitive Proxy Statement are incorporated by reference into Part III of this Form 10-K. The 2023 Definitive
Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
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Lockheed Martin Corporation
Form 10-K
For the Year Ended December 31, 2022
Table of Contents
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
Business .................................................................................................................................................
Risk Factors ............................................................................................................................................
Unresolved Staff Comments ..................................................................................................................
Properties ...............................................................................................................................................
Legal Proceedings ..................................................................................................................................
Mine Safety Disclosures ........................................................................................................................
ITEM 4(a).
Information about our Executive Officers .............................................................................................
PART II
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
ITEM 16.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities ....................................................................................................................................
Selected Financial Data ..........................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ................
Quantitative and Qualitative Disclosures About Market Risk ...............................................................
Financial Statements and Supplementary Data ......................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ................
103
Controls and Procedures ........................................................................................................................
103
Other Information ...................................................................................................................................
105
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .............................................. 105
Directors, Executive Officers and Corporate Governance .....................................................................
105
Executive Compensation ........................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters ...................................................................................................................................................
105
106
Certain Relationships and Related Transactions, and Director Independence .......................................
106
Principal Accounting Fees and Services ................................................................................................
106
Exhibits and Financial Statement Schedules ..........................................................................................
107
Form 10-K Summary .............................................................................................................................
110
SIGNATURES ....................................................................................................................................................................
111
ITEM 1.
Business
General
PART I
We are a global security and aerospace company principally engaged in the research, design, development, manufacture,
integration and sustainment of advanced technology systems, products and services. We also provide a broad range of
management, engineering, technical, scientific, logistics, system integration and cybersecurity services. Our main areas of focus
are in defense, space, intelligence, homeland security and information technology, including cybersecurity. We serve both U.S.
and international customers with products and services that have defense, civil and commercial applications, with our principal
customers being agencies of the U.S. Government.
We operate in a complex and evolving global security environment. Our strategy consists of the design and development of
platforms and systems that meet the future requirements of 21st Century Security. Our vision for 21st Century Security is to
accelerate the adoption of advanced networking and leading-edge technologies into our national defense enterprise, while
enhancing the performance and value of our platforms and products for our customers. The aim of 21st Century Security is to
integrate new and existing systems across all domains with advanced, open-architecture networking and operational
technologies to make forces more agile, adaptive and unpredictable.
21st Century Security is an overarching vision that will guide our investment and strategy and we are also focused on four
elements for potential growth in the near to mid-term: current programs of record, classified programs, hypersonics and new
awards. We have multiple programs of record from each business segment that are entering growth stages, including the F-35
sustainment activity (Aeronautics), increased PAC-3 production rates (Missiles and Fire Control), CH-53K heavy lift helicopter
(Rotary and Mission Systems), and the modernization and enhancements to the Trident II D5 Fleet Ballistic Missile (Space).
We are engaged in significant classified development programs and pending successful achievement of the objectives within
those programs, we expect to begin the transition from development to production over the next few years. We are currently
performing on multiple hypersonic programs and following the successful completion of ongoing testing and evaluation
activity, multiple programs are expected to enter early production phases between 2023 and 2026. Finally, we are always in
pursuit of new program awards to develop future platforms that enable us to continue to place security capability into the
market and expand our global reach.
Key to enabling success of our strategy is developing differentiating technologies, forging strategic partnerships, including
with commercial companies, executing on our multi-year business transformation initiative to enhance our digital infrastructure
and increase efficiencies and collaboration throughout our business and maintaining fiscal discipline. Underpinning our ability
to execute our strategy is our talent and culture. We invest substantially in our people to ensure that our workforce has the
technical skills necessary to succeed, and we expect to continue to invest internally in innovative technologies that address
rapidly evolving mission requirements for our customers. We also will continue to evaluate our portfolio and will make
strategic acquisitions or divestitures, as appropriate, while deepening our connection to commercial industry through
cooperative partnerships, joint ventures, and equity investments.
We operate in four business segments: Aeronautics, Missiles and Fire Control (MFC), Rotary and Mission Systems (RMS)
and Space. We organize our business segments based on the nature of the products and services offered.
Business Segments
Aeronautics
Aeronautics is engaged in the research, design, development, manufacture, integration, sustainment, support and upgrade
of advanced military aircraft, including combat and air mobility aircraft, unmanned air vehicles and related technologies.
Aeronautics also has contracts with the U.S. Government for various classified programs. Aeronautics’ major programs include:
•
•
•
•
F-35 Lightning II - international multi-role, multi-variant, fifth generation stealth fighter;
C-130 Hercules - international tactical airlifter;
F-16 Fighting Falcon - combat-proven, international multi-role fighter; and
F-22 Raptor - air dominance and multi-role fifth generation stealth fighter.
The F-35 program is our largest program, generating 27% of our total consolidated net sales, as well as 66% of
Aeronautics’ net sales in 2022. The F-35 program consists of multiple development, production and sustainment contracts.
Development is focused on modernization of F-35’s capability and addressing emerging threats. Sustainment provides logistics
and training support for the aircraft delivered to F-35 customers. For additional information on the F-35 program, see “Status of
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the F-35 Program” in Management’s Discussion and Analysis of Financial Condition and Results of Operations. See also Item
1A - Risk Factors for a discussion of risks related to the F-35 program.
In addition to the aircraft programs above, Aeronautics is involved in advanced development programs incorporating
innovative design and rapid prototype applications. Our Advanced Development Programs (ADP) organization, also known as
Skunk Works®, is focused on future systems, including unmanned and manned aerial systems and next generation capabilities
for air dominance, hypersonics, intelligence, surveillance, reconnaissance, situational awareness and air mobility. We continue
to explore technology advancement and insertion into our existing aircraft. We also are involved in numerous network-enabled
activities that allow separate systems to work together to increase effectiveness and we continue to invest in new technologies
to maintain and enhance competitiveness in military aircraft design, development and production.
Missiles and Fire Control
MFC provides air and missile defense systems; tactical missiles and air-to-ground precision strike weapon systems;
logistics; fire control systems; mission operations support, readiness, engineering support and integration services; manned and
unmanned ground vehicles; and energy management solutions. MFC also has contracts with the U.S. Government for various
classified programs. MFC’s major programs include:
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•
•
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•
The Patriot Advanced Capability-3 (PAC-3) and Terminal High Altitude Area Defense (THAAD) air and missile defense
programs. PAC-3 is an advanced defensive missile for the U.S. Army and international customers designed to intercept and
eliminate incoming airborne threats using kinetic energy. THAAD is a transportable defensive missile system for the U.S.
Government and international customers designed to engage targets both within and outside of the Earth’s atmosphere.
The Multiple Launch Rocket System (MLRS), Joint Air-to-Surface Standoff Missile (JASSM), and Hellfire tactical and
strike missile programs. MLRS is a highly mobile, automatic system that fires surface-to-surface rockets and missiles from
the M270 and High Mobility Artillery Rocket System (HIMARS®) platforms produced for the U.S. Army and international
customers. JASSM is an air-to-ground missile launched from fixed-wing aircraft, which is produced for the U.S. Air Force
and international customers. Hellfire is an air-to-ground missile used on rotary and fixed-wing aircraft, which is produced
for the U.S. Army, Navy, Marine Corps and international customers.
The Apache, Sniper Advanced Targeting Pod (SNIPER®) and Infrared Search and Track (IRST21®) fire control systems
programs. The Apache fire control system provides weapons-targeting capability for the Apache helicopter for the U.S.
Army and international customers. SNIPER is a targeting system for several fixed-wing aircraft and is produced for the
U.S. Air Force and international customers. IRST21 provides long-range infrared detection and tracking of airborne threats
and is used on several fixed-wing aircraft. IRST21 is produced for the U.S. Air Force, the U.S. Navy, the National Guard
and international customers.
The Special Operations Forces Global Logistics Support Services (SOF GLSS) program, which provides logistics support
services to the special operations forces of the U.S. military.
Hypersonics programs, which include several programs with the U.S. Air Force and U.S. Army to design, develop and
build hypersonic strike weapons.
The Javelin program, which is a one-man portable and platform-employable anti-tank and multi-target precision weapon
system. Javelin was developed and is currently produced for the U.S. Army and U.S. Marine Corps by a joint venture
between Lockheed Martin and Raytheon Technologies.
Rotary and Mission Systems
RMS designs, manufactures, services and supports various military and commercial helicopters, surface ships, sea and
land-based missile defense systems, radar systems, sea and air-based mission and combat systems, command and control
mission solutions, cyber solutions, and simulation and training solutions. RMS also has contracts with the U.S. Government for
various classified programs. RMS’ major programs include:
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•
Sikorsky helicopter programs such as those related to the BLACK HAWK®, Seahawk® and CH-53K King Stallion heavy
lift helicopters which are in service with U.S. and foreign governments, the Combat Rescue Helicopter (CRH) utilized by
the U.S. Air Force, and the VH-92A helicopter for the U.S. Marine One transport mission.
Integrated warfare systems and sensors (IWSS) programs such as Aegis Combat System (Aegis) programs that serve as an
air and missile defense system for the U.S. Navy and international customers and is also a sea and land-based element of
the U.S. missile defense system, and the Littoral Combat Ship (LCS) and Multi-Mission Surface Combatant (MMSC)
programs to provide surface combatant ships for the U.S. Navy and international customers that are designed to operate in
shallow waters and the open ocean.
Command, control, communications, computers, cyber, combat systems, intelligence, surveillance, and reconnaissance
(C6ISR) programs such as the Command, Control, Battle Management and Communications (C2BMC) program to provide
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an air operations center for the Ballistic Missile Defense System for the U.S. Government, and undersea combat systems
programs largely serving the U.S. Navy.
Training and logistics solutions (TLS) programs such as those providing sustainment services and programs that provide
simulators and associated training to U.S. military and foreign government customers.
•
Space
Space is engaged in the research and design, development, engineering and production of satellites, space transportation
systems, and strategic, advanced strike, and defensive systems. Space provides network-enabled situational awareness and
integrates complex space and ground global systems to help our customers gather, analyze and securely distribute critical
intelligence data. Space is also responsible for various classified systems and services in support of vital national security
systems. Space’s major programs include:
•
•
•
The Space Based Infrared System (SBIRS) and Next Generation Overhead Persistent Infrared (Next Gen OPIR) system
programs, which provide the U.S. Space Force with enhanced worldwide missile warning capabilities.
The Trident II D5 Fleet Ballistic Missile (FBM), a program with the U.S. Navy for the only submarine-launched
intercontinental ballistic missile currently in production in the U.S.
The Orion Multi-Purpose Crew Vehicle (Orion), a spacecraft for NASA utilizing new technology for human exploration
missions beyond low earth orbit.
• Next Generation Interceptor (NGI), a program with the Missile Defense Agency (MDA) utilizing next generation
propulsion and sensors to provide homeland missile defense.
• Global Positioning System (GPS) III, a program to modernize the GPS satellite system for the U.S. Space Force.
• Hypersonics programs, which include several programs with the U.S. Army and U.S. Navy to design, develop and build
hypersonic strike weapons.
As previously announced, on June 30, 2021, the UK Ministry of Defence terminated the contract to operate the UK’s
nuclear deterrent program and assumed control of the entity that manages the program (referred to as the renationalization of
the Atomic Weapons Establishment (AWE program)). Accordingly, the AWE program, including the entity that manages the
program, was no longer included in our financial results as of that date.
Intellectual Property
We routinely apply for and own a substantial number of U.S. and foreign patents and trademarks related to the products
and services we provide. We also develop and own other intellectual property, including copyrights, trade secrets and research,
development and engineering know-how, that contributes significantly to our business. In addition, we license intellectual
property to and from third parties. The Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation
Supplement (DFARS) provide the U.S. Government certain rights in intellectual property, including patents, developed by us
and our subcontractors and suppliers in performance of government contracts or with government funding. The U.S.
Government may use or authorize others, including competitors, to use such intellectual property. See the discussion of matters
related to our intellectual property in Item 1A - Risk Factors. Non-U.S. governments also may have certain rights in patents and
other intellectual property developed in performance of our contracts for them. Although our intellectual property rights in the
aggregate are important to the operation of our business, we do not believe that any existing patent, license or other intellectual
property right is of such importance that its loss or termination would have a material adverse effect on our business taken as a
whole.
Research and Development
We conduct research and development (R&D) activities using our own funds (referred to as company-funded R&D or
independent research and development (IR&D)) and under contractual arrangements with our customers (referred to as
customer-funded R&D) to enhance existing products and services and to develop future technologies. R&D costs include basic
research, applied research, concept formulation studies, design, development, and related test activities. See “Note 1 –
Organization and Significant Accounting Policies” (under the caption “Research and development and similar costs”) included
in our Notes to Consolidated Financial Statements.
Raw Materials, Suppliers and Seasonality
Some of our products require relatively scarce raw materials. Historically, we have been successful in obtaining the raw
materials and other supplies needed in our manufacturing processes. For example, aluminum and titanium are important raw
materials used in certain of our Aeronautics and Space programs. Long-term agreements have helped enable a continued supply
of these materials. In addition, carbon fiber is an important ingredient in composite materials used in our Aeronautics programs,
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such as the F-35 aircraft. We rely on other companies to provide materials, components and products, including advanced
microelectronics such as semiconductors, and to perform a portion of the services that are provided to our customers under the
terms of most of our contracts. During 2022, the COVID-19 pandemic, supply chain challenges, and increased demand caused
global semiconductor chip shortages, extended lead times and pricing escalations and these are expected to continue in 2023.
These supplier disruptions have resulted in delays and increased costs and have adversely affected our program performance
and operating results. For more information on the risks related to our suppliers and raw materials, see Item 1A - Risk Factors.
No material portion of our business is considered to be seasonal. Various factors, however, can affect the distribution of
our sales between accounting periods, including the timing of government awards, the availability of government funding,
product deliveries and customer acceptance.
Human Capital Resources
Due to the specialized nature of our business, our performance depends on identifying, attracting, developing, motivating
and retaining a highly skilled workforce in multiple areas, including engineering, science, manufacturing, information
technology, cybersecurity, business development and strategy and management. Our human capital management strategy,
which we refer to as our people strategy, is tightly aligned with our business needs and technology strategy. During 2022, our
human capital efforts were focused on continuing to accelerate the transformation of our technology for workforce management
through investments in upgraded systems and processes, and continuing to increase our agility to meet the quickly changing
needs of the business, all while maintaining a respectful, challenging, supportive and inclusive working environment. We use a
variety of human capital measures in managing our business, including: workforce demographics; hiring metrics; talent
management metrics, including retention rates of top talent; and diversity metrics with respect to representation, attrition,
hiring, promotions and leadership.
Workforce Demographics
As of December 31, 2022, we had a highly skilled workforce made up of approximately 116,000 employees, including
approximately 60,000 engineers, scientists and information technology professionals. As of December 31, 2022, approximately
93% of our workforce was located in the U.S. and approximately 19% of our employees were covered by collective bargaining
agreements with various unions. A number of our existing collective bargaining agreements expire in any given year.
Historically, we have been successful in negotiating renewals to expiring agreements without any material disruption of
operating activities, and management considers employee and union relations to be good.
Diversity and Inclusion
Diversity and inclusion is a business imperative for us, as we believe that it is key to our future success. We have focused
our diversity and inclusion initiatives on employee recruitment, including investments in minority-serving institutions and
outreach, employee training and development, such as efforts focused on expanding the diverse talent pipeline, and employee
engagement, including through participation in our employee Business Resource Groups. Our Business Resource Groups are
voluntary, employee-led groups that are open to all employees while focusing on workplace issues specific to racial/ethnic,
gender, sexual orientation/gender identity, disability or veteran status. The Business Resource Groups foster a diverse and
inclusive workplace aligned with our organizational mission, values, goals and business practices and drive awareness and
change within our organization. Through these and other focused efforts, we have improved the diversity of our overall U.S.
workforce and within leadership positions, specifically in the representation of women, people of color and people with
disabilities. Additionally, our representation of veterans remains outstanding, at almost four times the current annual national
percentage of veterans in the civilian workforce.
Employee Profile (as of December 31, 2022):
Overall
Executives(b)
Women(a)
23%
25%
People of Color(a)
30%
16%
Veterans(a)
21%
21%
People with Disabilities(a)
11%
11%
(a) Based on employees who self-identify. Includes only U.S. employees and expatriates except for women, which also includes local
country nationals. Excludes casual workers, interns/co-ops and employees of certain subsidiaries and joint ventures.
(b)
Executive is defined as director-level (one level below vice president) or higher.
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Talent Acquisition, Retention and Development
We strive to hire, develop and retain the top talent in the industry. During 2022, we hired more than 14,000 employees,
despite the continuing challenges presented by the COVID-19 pandemic. An integral part of our people strategy is early career
hiring through college and intern pipelines, particularly in technical fields. In addition to efforts focused on recruitment, we also
monitor employee attrition across a broad array of categories and segments of the population, including with respect to diversity
and top talent. Critical to attracting and retaining top talent is employee satisfaction, and we regularly conduct employee
engagement surveys to gauge employee satisfaction and to understand the effectiveness of our people strategy. We attract and
reward our employees by providing market competitive compensation and benefits, including incentives and recognition plans
that extend to nonrepresented employees of all levels in our organization and encourage excellence through our pay-for-
performance philosophy. We also have continued a teleworking policy that encourages flexible working arrangements for
employees who can meet our customer commitments remotely, which we believe helps recruit and retain talent. In addition, we
invest in the development of our employees through training, apprenticeship programs, leadership development plans and
offering tuition assistance programs for continuing education or industry certifications. This employee development helps to
make us more competitive and also assists with leadership succession planning throughout the corporation.
Employee Safety and Health
Our safety and health program seeks to optimize our operations through targeted safety, health and wellness opportunities
designed to ensure safe work conditions, a healthy work environment, promote workforce resiliency and enhance business
value. As part of this program, we track employee health and safety measures, including quarterly and yearly targets related to
the number of injury and illness incidents that occur at work, those incidents that result in days lost, and the number of days lost
due to workplace injuries and illness. During 2022, these metrics continued to be negatively impacted by the absence from
work and delays in the return to work related to COVID-19. We continue to take steps to protect our employees from
COVID-19 while sustaining production and related services, including by establishing minimum staffing and social distancing
and mask wearing policies consistent with current governmental guidance, cleaning common areas more frequently,
implementing a flexible teleworking policy for employees who can work from home, encouraging employee vaccinations while
monitoring potential vaccine mandates, and instituting other measures designed to mitigate and prevent the spread of
COVID-19.
For information on the risks related to our human capital resources, see Item 1A - Risk Factors.
Competition
We compete with many different companies in the defense and aerospace industry. The Boeing Company, General
Dynamics, L3Harris Technologies, Northrop Grumman, and Raytheon Technologies are some of our primary competitors. Key
characteristics of our industry include long operating cycles and intense competition, which is evident through the number of
competitors bidding on program opportunities and the number of bid protests (competitor protests of U.S. Government
procurement awards).
We often collaborate with our competitors through teaming arrangements in efforts to provide our customers with the best
mix of capabilities to address specific requirements. Additionally, a company competing to be a prime contractor may, upon
ultimate award of the contract to another competitor, serve as a subcontractor to the ultimate prime contracting company. It is
not unusual to compete for a contract award with a peer company and, simultaneously, perform as a supplier to or a customer of
that same competitor on other contracts.
Our broad portfolio of products and services competes domestically and internationally against products and services of the
companies listed above, numerous smaller competitors and startups, and increasingly, non-traditional defense contractors. In
some areas of our business, customer requirements are changing to encourage or facilitate expanded competition. Principal
factors of competition include: the technical excellence, reliability, safety and cost competitiveness of our products and services
to the customer; technical and management capability; the ability to innovate and develop new products and technologies that
improve mission performance and adapt to dynamic threats; successful program execution and on-time delivery of complex,
integrated systems; the reputation and customer confidence derived from past performance; our demonstrated ability to execute
and perform against contract requirements and successfully manage customer relationships; and our global footprint and
accessibility to customers.
The competition for international sales for most of our products and services is subject to U.S. Government stipulations
(e.g., export restrictions, market access, technology transfer, industrial cooperation and contracting practices). We compete
against U.S. and non-U.S. companies (or teams) for contract awards by international governments. International competitions
are also subject to different laws or contracting practices of international governments, which affects how we structure our bid
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for the procurement. In many international procurements, the purchasing government’s relationship with the U.S. and its
industrial cooperation programs designed to enhance local industry are important factors in determining the outcome of a
competition. It is common for international customers to require contractors to comply with their industrial cooperation
regulations, sometimes referred to as offset requirements, and we have entered into foreign offset agreements as part of securing
some international business. For more information concerning our international business, see Item 1A - Risk Factors.
Technological advances in such areas as additive manufacturing, data analytics, digital engineering, artificial intelligence,
advanced materials, autonomy and robotics, and new business models such as commercial access to space, are enabling new
factors of competition for both traditional and non-traditional competitors.
Government Contracts and Regulations
Our business is heavily regulated. We contract with numerous U.S. Government agencies and entities, principally all
branches of the U.S. military and NASA. We also contract with similar government authorities in other countries, and they
regulate international sales that are not foreign military sales (FMS) contracted through the U.S. Government. Additionally, our
commercial aircraft products are required to comply with U.S. and international regulations governing production and quality
systems, airworthiness and installation approvals, repair procedures and continuing operational safety.
We must comply with, and are affected by, laws and regulations relating to the formation, administration and performance
of U.S. Government and other governments’ contracts, including foreign governments. These laws and regulations, among
other things:
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•
•
•
•
•
•
require certification and disclosure of all cost or pricing data in connection with certain types of contract negotiations;
impose specific and unique cost accounting practices that may differ from U.S. generally accepted accounting principles
(GAAP);
impose acquisition regulations, which may change or be replaced over time, that define which costs can be charged to the
U.S. Government, how and when costs can be charged, and otherwise govern our right to reimbursement under certain U.S.
Government and foreign contracts;
require specific security controls to protect U.S. Government controlled unclassified information and that our suppliers that
have access to this type of information comply with cyber security regulations;
restrict the use and dissemination of information classified for national security purposes and the export of certain products,
services and technical data;
Prohibit the acquisition from or use by contractors of materials, products or services procured from certain countries or
entities located outside the United States (e.g., the prohibition on the acquisition of sensitive materials from non-allied
foreign nations and prohibition on the acquisition and use of certain telecommunications and video surveillance services or
equipment); and
require the review and approval of contractor business systems, including accounting systems, estimating systems, earned
value management systems for managing cost and schedule performance on certain complex programs, purchasing
systems, material management and accounting systems for planning, controlling and accounting for the acquisition, use,
issuing and disposition of material, and property management systems.
The U.S. Government and in limited cases certain other governments may terminate any of our government contracts and
subcontracts either at their convenience or for default based on our performance. If a contract is terminated for convenience, we
generally are protected by provisions covering reimbursement for costs incurred on the contract and profit on those costs. If a
contract is terminated for default, we generally are entitled to payments for our work that has been accepted by the U.S.
Government or other governments; however, the U.S. Government and other governments could make claims to reduce our
recovery or recoup its procurement costs and could assess other special penalties. For more information regarding the U.S.
Government’s and other governments’ right to terminate our contracts and the risks of doing work internationally, see Item 1A -
Risk Factors. For more information regarding government contracting laws and regulations, see Item 1A - Risk Factors as well
as “Critical Accounting Policies - Contract Accounting / Sales Recognition” in Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
Additionally, our programs for the U.S. Government often operate for periods of time under undefinitized contract actions
(UCAs), which means that we begin performing our obligations before the terms, specifications or price are finally agreed to
between the parties. Although in most cases we historically have reached mutual agreement to definitize our UCAs, the U.S.
Government has the ability to unilaterally definitize contracts and has done so in the past. Absent a successful appeal of such
action, the unilateral definitization of the contract obligates us to perform under terms and conditions imposed by the U.S.
Government. The U.S. Government’s power to unilaterally definitize a contract can affect our ability to negotiate mutually
8
agreeable contract terms and, if a contract is unilaterally imposed upon us, it may negatively affect our expected profit and cash
flows on a program or impose burdensome terms.
A portion of our business is classified by the U.S. Government and cannot be specifically described. The operating results
of classified contracts are included in our consolidated financial statements. The business risks and capital requirements
associated with classified contracts historically have not differed materially from those of our other U.S. Government contracts.
However, under certain classified fixed price development and production contracts, we are unable to insure risk of loss to
government property because of the classified nature of the contracts and the inability to disclose classified information
necessary for underwriting and claims to commercial insurers. Our internal controls addressing the financial reporting of
classified contracts are consistent with our internal controls for our non-classified contracts.
Our operations are subject to and affected by various federal, state, local and foreign environmental protection laws and
regulations regarding the discharge of materials into the environment or otherwise regulating the protection of the environment.
As a result of these environmental protection laws, we are involved in environmental remediation at some of our current and
former facilities and at third-party-owned sites where we have been designated a potentially responsible party as a result of our
prior activities and those of our predecessor companies. While the extent of our financial exposure cannot in all cases be
reasonably estimated, the costs of environmental compliance have not had, and we do not expect that these costs will have, a
material adverse effect on our earnings, financial position and cash flow, primarily because substantially all of our
environmental costs are allowable in establishing the price of our products and services under our contracts with the U.S.
Government. For information regarding these matters, including current estimates of the amounts that we believe are required
for remediation or cleanup to the extent that they are probable and estimable, see “Critical Accounting Policies - Environmental
Matters” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 14 – Legal
Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial Statements. See also the
discussion of environmental matters in Item 1A - Risk Factors.
There is an increasing global regulatory focus on greenhouse gas (GHG) emissions and their potential impacts relating to
climate change. Future laws, regulations or policies in response to concerns over GHG emissions such as carbon taxes,
mandatory reporting and disclosure obligations, including environmental requirements for certain federal contractors and
subcontractors and the SEC’s proposed climate-related disclosure rule, and changes in procurement policies, including the use
of environmental goals in proposal evaluation, could significantly increase our operational and compliance burdens and costs.
We monitor developments in climate-change related regulation for their potential effect on us and also have a comprehensive
sustainability program that seeks to mitigate our impact on the environment, including targets to reduce our GHG emissions.
For more information on the risk of climate-change related regulation, see Item 1A - Risk Factors.
Available Information
We are a Maryland corporation formed in 1995 by combining the businesses of Lockheed Corporation and Martin Marietta
Corporation. Our principal executive offices are located at 6801 Rockledge Drive, Bethesda, Maryland 20817. Our telephone
number is (301) 897-6000 and our website address is www.lockheedmartin.com.
We make our website content available for information purposes only. It should not be relied upon for investment
purposes, nor is it incorporated by reference into this Annual Report on Form 10-K (Form 10-K).
Throughout this Form 10-K, we incorporate by reference information from parts of other documents filed with the U.S.
Securities and Exchange Commission (SEC). The SEC allows us to disclose important information by referring to it in this
manner.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for our
annual stockholders’ meetings and amendments to those reports are available free of charge on our website,
www.lockheedmartin.com/investor, as soon as reasonably practical after we electronically file the material with, or furnish it to,
the SEC. In addition, copies of our annual report will be made available, free of charge, upon written request. The SEC also
maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants,
including Lockheed Martin Corporation.
Forward-Looking Statements
This Form 10-K contains statements that, to the extent they are not recitations of historical fact, constitute forward-looking
statements within the meaning of the federal securities laws and are based on our current expectations and assumptions. The
words “believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,” “scheduled,” “forecast” and similar
9
expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and
are subject to risks and uncertainties.
Statements and assumptions with respect to future sales, income and cash flows, growth, program performance, the
outcome of litigation, anticipated pension cost and funding, environmental remediation cost estimates, planned acquisitions or
dispositions of assets, or the anticipated consequences are examples of forward-looking statements. Numerous factors,
including the risk factors described in the following section, could cause our actual results to differ materially from those
expressed in our forward-looking statements.
Our actual financial results likely will be different from any projections due to the inherent nature of projections. Given
these uncertainties, forward-looking statements should not be relied on in making investment decisions. The forward-looking
statements contained in this Form 10-K speak only as of the date of its filing. Except where required by applicable law, we
expressly disclaim a duty to provide updates to forward-looking statements after the date of this Form 10-K to reflect
subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them. The
forward-looking statements in this Form 10-K are intended to be subject to the safe harbor protection provided by the federal
securities laws.
ITEM 1A.
Risk Factors
An investment in our common stock or debt securities involves risks and uncertainties. We seek to identify, manage and
mitigate risks to our business, but risk and uncertainty cannot be eliminated or necessarily predicted. The outcome of one or
more of these risks could have a material effect on our operating results, financial position, or cash flows. You should carefully
consider the following factors, in addition to the other information contained in this Annual Report on Form 10-K, before
deciding to trade in our common stock or debt securities.
Risks Related to our Reliance on Government Contracts
We depend heavily on contracts with the U.S. Government for a substantial portion of our business. Changes in the U.S.
Government’s priorities, or delays or reductions in spending could have a material adverse effect on our business.
We derived 73% of our total consolidated net sales from the U.S. Government in 2022, including 64% from the DoD. We
expect to continue to derive most of our sales from work performed under U.S. Government contracts. Budget uncertainty, the
potential for U.S. Government shutdowns, the use of continuing resolutions, and the federal debt ceiling can adversely affect
our industry and the funding for our programs. If appropriations are delayed or a government shutdown were to occur and were
to continue for an extended period of time, we could be at risk of program cancellations and other disruptions and nonpayment.
When the U.S. Government operates under a continuing resolution, new contract and program starts are restricted and funding
for our programs may be unavailable, reduced or delayed. Shifting funding priorities or federal budget compromises, also could
result in reductions in overall defense spending on an absolute or inflation-adjusted basis, which could adversely impact our
business.
We believe our diverse range of products and services generally make it less likely that cuts in any specific contract or
program will affect our business on a long-term basis. However, termination of significant programs or contracts could
adversely affect our business and future financial performance. DoD’s changes in funding priorities also could reduce
opportunities in existing programs and in future programs or initiatives where we intend to compete and where we have made
investments. While we would expect to compete and be well positioned as the incumbent on existing programs we may not be
successful and, even if we are successful, the replacement programs may be funded at lower levels or result in lower margins.
In addition, our ability to grow in key areas such as hypersonics programs, classified programs and next-generation franchise
programs also will be affected by the overall budget environment and whether development programs transition to production
and the timing of such transition, all of which are dependent on U.S. Government authorization and funding.
Our contracts with the U.S. Government are conditioned upon the continuing availability of Congressional appropriations.
Congress usually appropriates funds on a fiscal year (FY) basis even though contract performance may extend over many years.
Consequently, contracts are often partially funded initially and additional funds are committed only as Congress makes further
appropriations over time. To the extent we incur costs in excess of funds obligated on a contract or in advance of a contract
award or contract definitization, we are at risk of not being reimbursed for those costs unless and until additional funds are
obligated under the contract or the contract is successfully awarded, definitized and funded, which could adversely affect our
results of operations, financial condition and cash flows.
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The F-35 program comprises a material portion of our revenue and reductions or delays in funding for this program and
risks related to the development, production, sustainment, performance, schedule, cost and requirements of the program
could adversely affect our performance.
The F-35 program, which consists of multiple development, production and sustainment contracts, is our largest program
and represented 27% of our total consolidated net sales in 2022. A decision by the U.S. Government or international partner and
FMS customer countries to cut spending on this program or reduce or delay planned orders would have an adverse impact on
our business and results of operations. Given the size and complexity of the F-35 program, we anticipate that there will be
continual reviews related to aircraft performance, program and delivery schedule, cost, and requirements as part of the DoD,
Congressional, and international countries’ oversight and budgeting processes. Current program challenges include our and our
suppliers’ performance (including COVID-19 performance-related challenges), software development, definitizing and
receiving funding for contracts on a timely basis, execution of future flight tests and findings resulting from testing and
operating the aircraft, the level of cost associated with life cycle operations and sustainment, inflation-related cost pressures and
the ability to continue to improve affordability. Our planned production rates and deliveries have been adversely affected and
could continue to be adversely affected by COVID-19 or supplier performance challenges, which affect our results of
operations. For example, during 2022, we experienced a temporary halt of F-35 deliveries due to non-compliant materials in a
component provided by a supplier, which affected timing of deliveries. Additionally, as described in the “Status of the F-35
Program” in Management Discussion and Analysis of Financial Condition and Results of Operations, we are experiencing a
pause in aircraft deliveries due to the suspension of Government Furnished Equipment (GFE) engine deliveries and
corresponding flight restrictions that were issued by the U.S. Government. If not resolved in a timely manner, this could impact
our results of operations and cash flows. See also the Risk Factor below captioned “We are heavily dependent on suppliers and
if our subcontractors or other suppliers or teaming agreement or joint venture partners fail to perform their obligations, our
performance and ability to win future business could be adversely affected” for a discussion of the risk of non-compliant parts
and the supply chain.
We also may not be successful in making hardware upgrades and other modernization capabilities in a timely manner,
including as a result of dependencies on suppliers, which could increase costs and create schedule delays. Our ability to capture
and retain future F-35 growth in development, production and sustainment is dependent on the success of our efforts to achieve
F-35 sustainment performance, customer affordability, supply chain improvements, continued reliability improvements and
other efficiencies, some of which are outside our control.
We are subject to extensive procurement laws and regulations, including those that enable the U.S. Government to terminate
contracts for convenience. Our business and reputation could be adversely affected if we or those we do business with fail to
comply with or adapt to existing or new procurement laws and regulations, which are regularly evolving.
We and others with which we do business must comply with laws and regulations relating to the award, administration and
performance of U.S. Government contracts. Government contract laws and regulations affect how we do business with our
customers and impose certain risks and costs on our business. A violation of these laws and regulations by us, our employees,
others working on our behalf, a supplier or a joint venture partner could harm our reputation and result in the imposition of
fines and penalties, the termination of our contracts, suspension or debarment from bidding on or being awarded contracts, loss
of our ability to export products or perform services and civil or criminal investigations or proceedings. In addition, costs to
comply with new government regulations can increase our costs, reduce our margins and adversely affect our competitiveness.
Government contract laws and regulations can impose terms or obligations that are different than those typically found in
commercial transactions. One of the significant differences is that the U.S. Government may terminate any of our government
contracts, not only for default based on our performance, but also at its convenience. Generally, prime contractors have a
similar right under subcontracts related to government contracts. If a contract is terminated for convenience, we typically would
be entitled to receive payments for our allowable costs incurred and the proportionate share of fees or earnings for the work
performed. However, to the extent insufficient funds have been appropriated by the U.S. Government to the program to cover
our costs upon a termination for convenience, the U.S. Government may assert that it is not required to appropriate additional
funding. If a contract is terminated for default, the U.S. Government could make claims to reduce the contract value or recover
its procurement costs and could assess other special penalties, exposing us to liability and adversely affecting our ability to
compete for future contracts and orders. In addition, the U.S. Government could terminate a prime contract under which we are
a subcontractor, notwithstanding the fact that our performance and the quality of the products or services we delivered were
consistent with our contractual obligations as a subcontractor. Similarly, the U.S. Government could indirectly terminate a
program or contract by not appropriating funding. The decision to terminate programs or contracts for convenience or default
could adversely affect our business and future financial performance.
Another significant difference from commercial contracting is the existence in government contracting of the concept of an
undefinitized contract action (UCA), which is when we begin performing our obligations before the terms, specifications or
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price are finally agreed to between the parties. When operating under a UCA, the U.S. Government has the ability to
unilaterally definitize contracts, which it has exercised in the past and which absent a successful appeal, obligates us to perform
under terms and conditions imposed by the U.S. Government. This can affect our ability to negotiate mutually agreeable
contract terms. If a contract is unilaterally imposed upon us, it may negatively affect our expected profit and cash flows on a
program or impose burdensome terms.
In addition to the unique risks associated with government contracts, the U.S. Government utilizes procurement policies
that could negatively impact our profitability or the ability to win new business. For example, the U.S. Government has
procurement policies that shift risk to contractors, such as using fixed-price contracts for development programs as described in
the following risk factor. Other changes in procurement policy that could affect the predictability of our profit rates or make it
more difficult to compete on certain types of programs include favoring more incentive-based fee arrangements, using different
award fee criteria than historically used (such as the evaluation of environmental factors) or making government contract
negotiation offers based upon their view of what our costs should be (as compared to our actual costs). In addition, changes in
contract financing policy for fixed-price contracts, such as changes in performance and progress payments policies, could
significantly affect the timing of our cash flows. From time to time, the U.S. Government has proposed contract terms, imposed
internal policies, or taken positions that represent fundamental changes from historical practices or that we believe are
inconsistent with the FAR or other laws and regulations and that could adversely affect our business. Also, a portion of our
contracts are classified by the U.S. Government, which imposes security requirements that limit our ability to discuss our
performance on these contracts, including any specific risks, disputes and claims.
Additionally, the DoD is increasingly pursuing rapid acquisition pathways and procedures for new technologies, including
through so called “other transaction authority” agreements (OTAs). OTAs are exempt from many traditional procurement laws,
including the FAR, and an OTA award may be subject, in certain cases, to the condition that a significant portion of the work
under the OTA is performed by a non-traditional defense contractor or that a portion of the cost of the protype project is funded
by non-governmental sources. If we cannot successfully adapt to the DoD’s rapid acquisition processes, then we may lose
strategic new business opportunities in high-growth areas and our future performance and results could be adversely affected.
Our profitability and cash flow may vary based on the mix of our contracts and programs, our performance, and our ability
to control costs.
Our profitability and cash flow may vary materially depending on the types of government contracts undertaken, the nature
of products produced or services performed under those contracts, the costs incurred in performing the work, the achievement
of other performance objectives and the stage of performance at which the right to receive fees is determined, particularly under
award and incentive-fee contracts. Failure to perform to customer expectations and contract requirements may result in reduced
fees or losses and may adversely affect our financial performance.
Contract types primarily include fixed-price and cost-reimbursable contracts. Under each type of contract, if we are unable
to control costs, our operating results could be adversely affected. Costs to complete a contract may increase for a variety of
reasons, including technical and manufacturing challenges, schedule delays, workforce-related issues, or inaccurate initial
contract cost estimates. These could be caused by a variety of reasons, including labor shortages, the nature and complexity of
the work performed, the timeliness and availability of materials from suppliers, internal and subcontractor performance or
product quality issues, inability to meet cost reduction initiatives or achieve efficiencies from digital transformation, changing
laws or regulations, inflation and natural disasters. Certain contracts may impose other risks, such as forfeiting fees, paying
penalties, or providing replacement systems in the event of performance failure.
Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract plus a
fee up to a ceiling based on the amount that has been funded. Cost, schedule or technical performance issues with respect to
cost-reimbursable contracts could result in reduced fees, lower profit rates, or program cancellation.
Fixed-price contracts are predominantly either firm fixed-price (FFP) contracts or fixed-price incentive (FPI) contracts.
Under FFP contracts, we receive a fixed price irrespective of the actual costs we incur and we therefore carry the burden of any
cost overruns. Under FPI contracts, we generally share with the U.S. Government savings for cost underruns less than target
costs and expenses for cost overruns exceeding target costs up to a negotiated ceiling price. We carry the entire burden of cost
overruns exceeding the ceiling price amount under FPI contracts. Due to the fixed-price nature of the contracts, if our actual
costs exceed our estimates, our margins and profits are reduced and we could incur a reach-forward loss. A reach-forward loss
is when estimates of total costs to be incurred on a contract exceed total estimates of the transaction price. When this occurs, a
provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is evident.
Contracts for development programs include complex design and technical requirements and are often contracted on a cost-
reimbursable basis, however, some of our existing development programs are contracted on a fixed-price basis or include cost-
type contracting for the development phase with fixed-price production options. We expect we also will bid on similar
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programs in the future. Fixed-price development work or fixed price production options, especially on competitively bid
programs, is inherently riskier than cost-reimbursable work because the revenue is fixed, while the estimates of costs required
to complete these contracts are subject to significant variability due to the complex and often experimental nature of
development programs. The technical complexity coupled with the fixed-price contract structure of certain of our ongoing
development programs or new programs increases the risk that our costs will be greater than anticipated, resulting in reduced
margins, operating profit, or reach-forward losses during the period of contract performance or upon contract award, all of
which could be significant to our operating results, cash flows, or financial condition. In addition, we have certain contracts
where we bid upfront on cost-reimbursable development work and the follow-on fixed-price production options in one
submission. This increases the risk that we may experience lower margins than expected, or a loss, on the production options
because we must estimate the cost of producing a product before it has been developed. These risks may cause us not to bid on
certain future programs, which could adversely affect our future growth prospects and financial performance. See Note 1 –
Organization and Significant Accounting Policies included in our Notes to Consolidated Financial Statements for further details
about losses incurred on certain programs, including fixed-price development programs.
We also have contracts for the transition from development to production (e.g., low rate initial production (LRIP)
contracts), where the challenge of starting and stabilizing a manufacturing production and test line while the final design is
being validated and managing change in requirements or capabilities create performance and financial risks to our business.
Many of our U.S. Government contracts include multiple option years and our expected sales or profits may be adversely
affected if the U.S. Government decides not to exercise the options. On the other hand, the U.S. Government may decide to
exercise options for contracts under which it is expected that our costs may exceed the contract price or ceiling, which could
result in losses or unreimbursed costs.
We are routinely subject to audit by our customers on government contracts and the results of those audits could have an
adverse effect on our business, reputation and results of operations.
U.S. Government agencies, including the Defense Contract Audit Agency, the Defense Contract Management Agency and
various agency Inspectors General, routinely audit and investigate government contractors. These agencies review a
contractor’s compliance with applicable laws, regulations and contract terms, regarding, among other things, contract pricing,
contract performance, cost structure and business systems. U.S. Government audits and investigations often take years to
complete, and many result in no adverse action against us. Like many U.S. Government contractors, we have received audit and
investigative reports recommending the reduction of certain contract prices or that certain payments be repaid, delayed, or
withheld, and may involve substantial amounts. Similarly, like other U.S. Government contractors, audits and investigations
also occur related to cost reimbursements that are based upon our final allowable incurred costs for each year. We have
unaudited or unsettled incurred cost claims related to past years, which limits our ability to issue final billings on contracts for
which authorized and appropriated funds may be expiring or can result in delays in final billings and our ability to close out a
contract.
If an audit or investigation uncovers improper or illegal activities, we may be subject to civil or criminal penalties and
administrative sanctions, including reductions of the value of contracts, contract modifications or terminations, forfeiture of
profits, suspension of payments, penalties, fines or suspension or debarment from doing business with the U.S. Government.
Suspension or debarment could have a material adverse effect on us because of our dependence on contracts with the U.S.
Government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us. Similar
government oversight and risks to our business and reputation exist in most other countries where we conduct business.
Increased competition and bid protests in a budget-constrained environment may make it more difficult to maintain our
financial performance and customer relationships.
We are facing increased competition from startups and non-traditional defense contractors, while, at the same time, many
of our customers are facing significant budget pressures and are trying to do more with less by cutting costs, using fixed price
contracts, deferring large procurements, identifying more affordable solutions, performing certain work internally rather than
hiring contractors, and reducing product development cycles. If competitors can offer lower cost services and products, or
provide services or products more quickly, at equivalent or in some cases even reduced capabilities, we may lose new business
opportunities or contract recompetes, which could adversely affect our future results. Furthermore, acquisitions in our industry,
including vertical integration, also could result in increased competition or limit our access to certain suppliers without
appropriate remedies to protect our interests. To remain competitive, we must maintain consistently strong customer
relationships, seek to understand customer priorities and provide superior performance, advanced technology solutions and
services at an affordable cost with the agility that our customers require to satisfy their mission objectives in an increasingly
price competitive environment. Our success in achieving these goals may depend, among other things, on accurately assessing
our customers’ needs and our competitors’ capabilities, containing our total costs relative to competitors, successfully and
efficiently investing in emerging technologies, adopting innovative business models and adaptive pricing methods, effectively
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collaborating across our business segments, and adopting and integrating new digital manufacturing and operating technologies
and tools into our product lifecycles and processes.
Additionally, a substantial portion of our business is awarded through competitive bidding. The U.S. Government
increasingly has relied on competitive contract award types, including indefinite-delivery, indefinite-quantity and other multi-
award contracts, which have the potential to create pricing pressure and to increase our costs by requiring us to submit multiple
bids and proposals. Multi-award contracts require us to make sustained efforts to obtain task orders under the contract.
Additionally, procurements that do not evaluate whether the cost assumptions in the bids are realistic can lead to bidders taking
aggressive pricing positions, which could result in the winner realizing a loss upon contract award or an increased risk of lower
margins or realizing a loss over the term of the contract. The U.S. Government also may not award us large competitive
contracts that we otherwise might have won in an effort to maintain a broader industrial base.
We may encounter bid protests from unsuccessful bidders on new program awards seeking to overturn the award.
Unsuccessful bidders also may protest with the goal of being awarded a subcontract for a portion of the work in return for
withdrawing the protest. Bid protests can result in significant expenses to us, contract modifications or even loss of the contract
award and the resolution can extend the time until contract activity can begin and delay the recognition of sales and defer
underlying cash flows and adversely affect our operating results. Our efforts to protest or challenge any bids for contracts that
were not awarded to us also may be unsuccessful, including, the December 2022 protest by Lockheed Martin Sikorsky, on
behalf of Team DEFIANT, challenging the U.S. Army’s award under the Future Long Range Assault Aircraft competition.
Other Risks Related to our Operations
We are heavily dependent on suppliers and if our subcontractors or other suppliers or teaming agreement or joint venture
partners fail to perform their obligations, our performance and ability to win future business could be adversely affected.
We are the prime contractor on most of our contracts and rely on other companies to provide materials, major components
and products, and to perform a portion of the services that are provided to our customers under the terms of most of our
contracts. These arrangements may involve subcontracts, teaming arrangements, joint ventures or supply agreements with other
companies upon which we rely (contracting parties) and, in many cases, our contracting parties in turn rely on lower-tier
subcontractors. We occasionally have disputes with our contracting parties, including disputes regarding the quality and
timeliness of work performed, workshares, customer concerns about the other party’s performance, issues related to lower-tier
subcontractor performance, our failure to issue or extend task orders, or our hiring the personnel of a subcontractor, teammate
or joint venture partner or vice versa. We also could be adversely affected by actions by or issues experienced by our
contracting parties that are outside of our control, such as misconduct and reputational issues involving our contracting parties,
which could subject us to liability or adversely affect our ability to compete for contract awards. The failure of our supply chain
to comply with regulatory requirements that we flow down from our U.S. government prime contracts also could adversely
affect our operating results, financial condition, or cash flows. Furthermore, changes in the political or economic environment,
may adversely affect the financial stability and viability of our contracting parties or lower-tier subcontractors or their ability to
meet their performance obligations.
A failure by one or more of our contracting parties to provide the agreed-upon materials, components or products or
perform the agreed-upon services, on a timely basis, according to specifications, including compliance with regulatory
requirements we flow down from our prime contracts, or at all, has and may adversely affect our ability to perform our
obligations and require that we transition the work to other companies. Contracting party performance deficiencies may result
in additional costs or delays in product deliveries and affect our operating results and could result in a customer terminating our
contract for default or convenience. A default termination could expose us to liability and affect our ability to compete for
future contracts and orders. A failure by our contracting parties to meet affordability targets could negatively affect our
profitability, result in contract losses and affect our ability to win new business.
Additionally, we are affected by government procurement restrictions and issues affecting industry supply chains broadly.
For example, U.S. Government statutes and regulations prohibit the sourcing of certain rare earth minerals from specified
countries. We seek to manage raw materials supply risk through long-term contracts, identifying domestic or other U.S. allied
alternative sources of materials that could be subject to embargo, efforts to increase visibility into our multi-tiered supply chain,
and maintaining an acceptable level of our key materials in inventories. In addition, advanced microelectronics, including
semiconductors, underpin many of our current and future critical technologies and platforms, and global shortages of these
products due to COVID-19, increased demand or other supply chain challenges, as were experienced in 2022, could result in
increased procurement lead times and increased costs and potential shortages, which could impact our performance. We also
must comply with specific procurement requirements that can limit the number of eligible suppliers and a significant number of
the components or supplies used are currently single or sole sourced. Because the identification and qualification of new or
additional suppliers can take an extended period of time, issues with suppliers or trade actions that limit our ability to use
certain suppliers, especially when single or sole sourced, can have an adverse impact on our business. Complying with U.S.
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Government contracting regulations that limit the source or manufacture of suppliers and impose stringent cybersecurity
regulations also may create challenges for our supply chain and increase costs.
We remain heavily dependent on our supply chain for sourcing contractually compliant components, which is outside of
our direct control and is multi-tiered. The future occurrence of non-compliant components in the F-35 or other programs could
cause suspensions in product deliveries, remediation work on installed components, contract price adjustments and alternate
supply sourcing, all of which could adversely affect our results of operations, financial condition and cash flows.
Our success depends, in part, on our ability to develop new technologies, products and services and efficiently produce and
deliver existing products.
Many of the products and services we provide are highly engineered and involve sophisticated technologies with related
complex manufacturing and systems integration processes. Our customers’ requirements change and evolve regularly.
Accordingly, our future performance depends, in part, on our ability to adapt to changing customer needs rapidly, identify
emerging technological trends, develop and manufacture innovative products and services efficiently and bring those offerings
to market quickly at cost-effective prices. This includes efforts to provide mission solutions that integrate capabilities and
resources across all forces and domains, which we refer to as joint all domain operations, and to implement emerging digital
and network technologies and capabilities. To advance our innovation and position us to meet our customers’ requirements, we
make investments in emerging technologies that we believe are needed to keep pace with rapid industry innovation and seek to
collaborate with commercial entities that we believe have complementary technologies to ours. These commercial entities may
not be accustomed to government contracting and may be unwilling to agree to the government’s customary terms, including
with respect to intellectual property, liability and indemnification terms. Due to the complex and often experimental nature of
the products and services we offer, we may experience (and have experienced in the past) technical difficulties during the
development of new products or technologies. These technical difficulties could result in delays and higher costs, which may
negatively impact our financial results, and could divert resources from other projects, until such products or technologies are
fully developed. See Note 1 – Organization and Significant Accounting Policies included in our Notes to Consolidated
Financial Statements for further details about losses incurred on certain development programs. Additionally, there can be no
assurance that our development projects will be successful or meet the needs of our customers.
Our future success in delivering innovative and affordable solutions to our customers relies, in part, on our multi-year
business transformation initiative that seeks to significantly enhance our digital infrastructure to increase efficiencies and
collaboration throughout our business while reducing costs. This digital transformation effort requires substantial investment
and if we are unable to successfully implement the strategy, our results of operations and future competitiveness may be
adversely affected.
Our competitors may also develop new technologies, or offerings, or more efficient ways to produce existing products that
could cause our existing offerings to become obsolete or that could gain market acceptance before our own competitive
offerings. If we fail in our development projects or if our new products or technologies fail to achieve customer acceptance or
competitors develop more capable technologies or offerings, we may be unsuccessful in obtaining new contracts or winning all
or a portion of next generation programs, and this could adversely affect our future performance and financial results. We also
may not be successful in our efforts to grow in key areas such as hypersonics, classified programs, and winning next generation
franchise programs, which could adversely affect our future performance.
Adverse macro-economic conditions, including inflation, could adversely impact our operating results.
Heightened levels of inflation and the potential worsening of macro-economic conditions, including slower growth or
recession, changes to fiscal and monetary policy, tighter credit, higher interest rates and currency fluctuations, present a risk for
us, our suppliers and the stability of the broader defense industrial base. If inflation remains at current levels for an extended
period, or increases, and we are unable to successfully mitigate the impact, our costs are likely to increase, resulting in pressure
on our profits, margins and cash flows, particularly for existing fixed-price contracts. For new contract proposals, we are
factoring into our pricing heightened levels of inflation based on accepted DoD escalation indices and other assumptions, and in
some cases seeking the inclusion of economic price adjustment (EPA) clauses, which would permit, subject to the particular
contractual terms, cost adjustments in fixed-price contracts for unexpected inflation.
In addition, our business could be adversely impacted by reductions or delays in spending by non-U.S. government
customers that are facing budget, inflationary or other pressures, such as increases in the cost of borrowing from rising interest
rates. Rising interest rates increase the borrowing costs on new debt and could affect the fair value of our investments. While
rising interest rates reduce the measure of our gross pension obligations, they also can lead to decline in pension plan assets
with offsetting impacts on our net pension liability. Although we believe defense spending is more resilient to adverse macro-
economic conditions than many other industrial sectors, our suppliers and other partners, many of which are more exposed to
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commercial markets or have fewer resources, may be adversely impacted to a more significant degree than we are by an
economic downturn, which could affect their performance and adversely impact our operations.
The effects of COVID-19 and other potential future public health crises, epidemics, pandemics or similar events on our
business, operating results, financial condition and cash flows are uncertain.
In 2022, our performance was affected by supply chain disruptions and delays, as well as labor challenges associated with
employee absences, travel restrictions, site access, quarantine restrictions, remote work, and adjusted work schedules. The
ongoing impact of COVID-19 on our operational and financial performance in future periods, including our ability to execute
our programs in the expected timeframe, remains uncertain and will depend on future COVID-19-related developments,
including the impact of COVID-19 infection or potential new variants or subvariants, the effectiveness and adoption of
COVID-19 vaccines and therapeutics, supplier impacts and related government actions to prevent and manage disease spread,
including the implementation of any federal, state, local or foreign COVID-19-related controls. The long-term impacts of
COVID-19 on government budgets and other funding priorities, including international priorities, that impact demand for our
products and services and our business also are difficult to predict but could negatively affect our future results and
performance.
International sales may pose different economic, regulatory, competition and other risks.
International sales present risks that are different and potentially greater than those encountered in our U.S. business. In
2022, 26% of our total net sales were from international customers. International sales are subject to numerous political and
economic factors, including changes in foreign national priorities, foreign government budgets, global economic conditions,
and fluctuations in foreign currency exchange rates, including the impact of a strong U.S. dollar on the affordability of our
products, the possibility of trade sanctions and other government actions, regulatory requirements, significant competition,
taxation, and other risks associated with doing business outside the U.S. Sales of military products and any associated industrial
cooperation agreements also are subject to U.S. export regulations and foreign policy, and there could be significant delays or
other issues in reaching definitive agreements for announced programs. Competition for international sales is intense, including
from international manufacturers whose governments sometimes provide research and development assistance, marketing
subsidies and other assistance for their products and services.
Our international business is conducted through foreign military sales (FMS) contracted through the U.S. Government and
by direct commercial sales (DCS) to international customers. FMS contracts with the U.S. Government are subject to the FAR
and the DFARS. Because the U.S. Government functions as an intermediary in FMS sales, we are reliant on the capacity and
speed of the DoD’s administration of requests from non-U.S. countries to convert requests to sales. In contrast, DCS
transactions represent sales directly to international customers and are subject to U.S. and foreign laws and regulations,
including import-export control, technology transfer restrictions, investments, taxation, repatriation of earnings, exchange
controls, the Foreign Corrupt Practices Act and other anti-corruption laws and regulations, and the anti-boycott provisions of
the U.S. Export Control Reform Act of 2018. While we have extensive policies in place to comply with such laws and
regulations, failure by us, our employees or others working on our behalf to comply with these laws and regulations could result
in administrative, civil, or criminal liabilities, including suspension, debarment from bidding for or performing government
contracts, or suspension of our export privileges, which could have a material adverse effect on us. We frequently team with
international subcontractors and suppliers who also are exposed to similar risks.
We believe DCS transactions present a higher level of potential risks because they involve direct commercial relationships
with parties with which we typically have less familiarity. Additionally, international procurement and local country rules and
regulations, contract laws and judicial systems differ from those in the U.S. and, in some cases, may be less predictable than
those in the U.S., which could impair our ability to enforce contracts and increase the risk of adverse or unpredictable
outcomes, including the possibility that certain matters that would be considered civil matters in the U.S. are treated as criminal
matters in other countries.
In conjunction with defense procurements, some international customers require contractors to comply with industrial
cooperation regulations, including entering into industrial participation, industrial development or localization agreements,
sometimes referred to as offset agreements or contracts, as a condition to obtaining orders for our products and services. These
offset agreements or contracts generally extend over several years and obligate the contractor to perform certain commitments,
which may include in-country purchases, technology transfers, local manufacturing support, consulting support to in-country
projects, investments in joint ventures and financial support projects, and to prefer local suppliers or subcontractors. The
customer’s expectations in respect of the scope of offset commitments can be substantial, including high-value content, and
may exceed existing local technical capability. Failure to meet these commitments, which can be subjective and outside of our
control, may result in significant penalties, and could lead to a reduction in sales to a country. Furthermore, certain of our
existing industrial development agreements are dependent upon the successful operation of joint ventures that we do not control
and involve products and services that are outside of our core business, which may increase the risk that we fail to meet our
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industrial cooperation agreements, expose us to compliance risks of the joint venture and impair our ability to recover our
investment. For more information on our industrial development obligations, including the notional value of our remaining
industrial development obligations and potential penalties for non-compliance, see “Contractual Commitments” in
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
Geopolitical issues and considerations could have a significant effect on our business.
Our business is highly sensitive to geopolitical issues and changes in regulations (including tariffs, sanctions, embargoes,
export and import controls and other trade restrictions), political environments or security risks that may affect our ability to
conduct business outside of the U.S., including those regarding investment, procurement, taxation and repatriation of earnings.
Russia’s invasion of Ukraine has significantly elevated global geopolitical tensions and security concerns. Although the
conflict has resulted in increased demand for some of our products, the conflict poses certain risks. If we are unable to increase
production to meet demand on the timeframe expected by potential customers, whether it be from supply constraints,
government funding or otherwise, then we may lose sales opportunities as they seek alternatives, even less capable ones, that
may be able to be delivered more quickly. In addition, the U.S. Government and other nations have implemented broad
economic sanctions and export controls targeting Russia, which combined with the conflict have the potential to indirectly
disrupt our supply chain and access to certain resources. The conflict also has increased the threat of malicious cyber activity
from nation states and other actors.
During 2020, China announced it may impose sanctions against us in response to Congressional Notifications of potential
Foreign Military Sales to Taiwan, which included sales of our products. We will continue to follow official U.S. Government
guidance as it relates to sales to Taiwan and do not see a material impact on our sales at this time. China has not specified the
nature of any such sanctions, but could seek to restrict our commercial sales or supply chain, including the supply of rare earth
or other raw materials, and also could impose sanctions on our suppliers, teammates or partners. The nature, timing and
potential impact of any sanctions that may be imposed by China or any other related actions that may be taken are uncertain.
International sales also may be adversely affected by actions taken by the U.S. Government in the exercise of foreign
policy, Congressional oversight or the financing of particular programs, including the prevention or imposition of conditions
upon the sale and delivery of our products, the imposition of sanctions, or Congressional action to block sales of our products.
For example, the U.S. Government has imposed certain sanctions on Türkish entities and persons, which has affected our ability
to perform under contracts supporting the Türkish Utility Helicopter Program (TUHP), our work with Türkish industry and our
opportunity for sales in Türkiye generally. See Management’s Discussion and Analysis of Financial Condition and Results of
Operations for more information on TUHP. In addition, U.S. Government representatives have raised concerns regarding
relationships with the Kingdom of Saudi Arabia, where we have existing business and relationships that could be jeopardized if
sanctions were imposed. Our inability to perform under contracts with international customers as a result of actions taken by the
U.S. Government has resulted and may in the future result in claims and contract terminations by these customers and suppliers,
which could have an adverse effect on our operating results.
We may be unable to benefit fully from or adequately protect our intellectual property rights or use third-party intellectual
property, which could negatively affect our business.
We own a substantial number of U.S. and foreign patents and trademarks related to the products and services we provide.
In addition to owning a large portfolio of patents and trademarks, we develop and own other intellectual property, including
copyrights, trade secrets and research, development and engineering know-how, which contribute significantly to our business.
We also license intellectual property to and from third parties. The FAR and DFARS provide that the U.S. Government obtains
certain rights in intellectual property, including patents, developed by us and our subcontractors and suppliers in performance of
government contracts or with government funding. The U.S. Government may use or authorize others, including competitors, to
use such intellectual property. Non-U.S. governments also may have certain rights in patents and other intellectual property
developed in performance of our contracts with these entities. The U.S. Government is pursuing aggressive positions regarding
the types of intellectual property to which government use rights apply and when it is appropriate for the government to insist
on broad use rights. The DoD is also implementing an overarching intellectual property acquisition policy that will require a
greater focus and planning as to intellectual property rights for its programs, and we have no assurance as to the potential
impacts of this policy or any associated regulatory changes on future acquisitions. The DoD’s efforts could affect our ability to
protect and exploit our intellectual property and to leverage supplier intellectual property, for example, if we are unable to
obtain necessary licenses from our suppliers to meet government requirements. Additionally, third parties may assert that our
products or services infringe their intellectual property rights, which could result in costly and time-consuming disputes, subject
us to damages and injunctions and adversely affect our ability to compete and perform on contracts.
17
Our business and financial performance depends on us identifying, attracting and retaining a highly skilled workforce.
Our performance is dependent upon us identifying, attracting, developing, motivating and retaining a highly skilled
workforce with the requisite skills in multiple areas including: engineering, science, manufacturing, information technology,
cybersecurity, business development and strategy and management. Due to the national security nature of our work, our
performance is also dependent upon personnel who hold security clearances and receive substantial training to work on certain
programs or tasks and can be difficult to replace on a timely basis if we experience unplanned attrition. The market for highly
skilled workers and leaders in our industry as well as the market for individuals holding high-level security clearances is
extremely competitive and not confined to our industry. For example, we compete with commercial technology companies
outside of the aerospace and defense industry for qualified technical, cyber and scientific positions, which may not face the
same type of cost pressures as a government contractor and which may be able to offer more flexible work arrangements given
that certain of our employees must perform the majority of their work in a secure facility because of the need to access
classified information. If we cannot adequately attract and retain personnel with the requisite skills or clearances in this
competitive market, our performance and future prospects may be adversely affected.
Workforce dynamics are constantly evolving. If we do not manage changing workforce dynamics effectively, it could
adversely affect our culture, reputation and operational flexibility. Beginning with the COVID-19 pandemic, a significant
portion of our workforce began working remotely and we expect a significant portion to continue working remotely greater than
50% of the time under our hybrid workforce model. If we are unable to effectively adapt to this hybrid work environment long
term, then we may experience a less cohesive workforce, increased attrition, reduced program performance and less innovation.
It is also critical that we develop and train employees, hire new qualified personnel, and successfully manage the short and
long-term transfer of critical knowledge and skills, including leadership development and succession planning throughout our
business. While we have processes in place for management transition and the transfer of knowledge and skills, the loss of key
personnel, coupled with an inability to adequately train other personnel, hire new personnel or transfer knowledge and skills,
could significantly impact our ability to perform under our contracts and execute on new or growing programs.
Additionally, approximately 19% of our workforce is comprised of employees that are covered by collective bargaining
agreements with various unions. If we encounter difficulties with renegotiations or renewals of collective bargaining
arrangements or are unsuccessful in those efforts, we could incur additional costs and experience work stoppages. Union
actions at suppliers also can affect us. Any delays or work stoppages could adversely affect our ability to perform under our
contracts, which could negatively impact our results of operations, cash flows, and financial condition.
Our efforts to minimize the likelihood and impact of adverse cybersecurity incidents and to protect data and intellectual
property may not be successful and our business could be negatively affected by cyber or other security threats or other
disruptions.
Given the nature of our business, we routinely experience various cybersecurity threats to our information technology
infrastructure, unauthorized attempts to gain access to our company, employee- and customer-sensitive information, insider
threats and denial-of-service attacks. Our customers, including sites that we operate and manage for our customers, suppliers,
subcontractors and joint venture partners, experience similar security threats.
In addition to cyber threats, we face threats to the security of our facilities and employees and threats from terrorist acts,
which could materially disrupt our business if carried out. We could also be impacted by the improper conduct of our
employees or others working on behalf of us who have access to export controlled or classified information, which could
adversely affect our business and reputation.
The threats we face vary from attacks common to most industries, such as ransomware, to more advanced and persistent,
highly organized adversaries, including nation state actors, which target us and other defense contractors and other companies
in industries that are part of U.S. critical infrastructure. These threats can cause disruptions to our business operations. If we are
unable to protect sensitive information, including complying with evolving information security and data protection/privacy
regulations, our customers or governmental authorities could question the adequacy of our threat mitigation and detection
processes and procedures. Moreover, depending on the severity of an incident, our customers’ data, our employees’ data, our
intellectual property (including trade secrets and research, development and engineering know-how), and other third-party data
(such as subcontractors, suppliers and vendors) could be compromised. Products and services we provide to customers also
carry cybersecurity risks, including risks that they could be breached or fail to detect, prevent or combat attacks, which could
result in losses to our customers and claims against us, and could harm our relationships with our customers and financial
results.
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We have an extensive global security organization whose mission is to protect our systems and data, including a Computer
Incident Response Team (CIRT) to defend against cyber attacks, and conduct annual training of our employees on protection of
sensitive information. We also have a corporate-wide counterintelligence and insider threat detection program to proactively
identify external and internal threats, and mitigate those threats in a timely manner. Additionally, we partner with our defense
industrial base peers, government agencies and cyber associations to share intelligence to further defend against cyber attacks.
However, because of the persistence, sophistication and volume of cyber attacks, we may not be successful in defending against
an attack that could have a material adverse effect on us and due to the evolving nature of these security threats and the national
security aspects of much of the data we protect, the impact of any future incident cannot be predicted. National security
considerations may also preclude us from publicly disclosing a cybersecurity incident.
We also typically work cooperatively with our customers, suppliers, subcontractors, joint venture partners and entities we
acquire, who or which are subject to similar threats, to seek to minimize the impact of cyber threats, other security threats or
business disruptions. These entities, which are typically outside our control and may have access to our information, have
varying levels of cybersecurity expertise and safeguards, and their relationships with government contractors, including us, may
increase the likelihood that they are targeted by the same cyber threats we face. We have thousands of direct suppliers and even
more indirect suppliers with a wide variety of systems and cybersecurity capabilities and adversaries actively seek to exploit
security and cybersecurity weaknesses in our supply chain. A breach in our multi-tiered supply chain could impact our data or
customer deliverables. We must rely on this supply chain for detecting and reporting cyber incidents, which could affect our
ability to report or respond to cybersecurity incidents effectively or in a timely manner. Because of the ongoing supply chain
cyber security-related threats, our customers continue to seek that large prime contractors, like us, take steps to assure the cyber
capabilities of their supply chain. Consequently, cyber security events in our supply chain could have an adverse impact on our
relationships with our customers.
The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.
Additionally, some cyber technologies we develop under contract for our customers, particularly those related to homeland
security, may raise potential liabilities related to intellectual property and civil liberties, including privacy concerns, which may
not be fully insured or indemnified by other means or involve reputational risk. Our enterprise risk management program
includes threat detection and cybersecurity mitigation plans, and our disclosure controls and procedures address cybersecurity
and include elements intended to ensure that there is an analysis of potential disclosure obligations arising from security
breaches. We also maintain compliance programs to address the potential applicability of restrictions on trading while in
possession of material, nonpublic information generally and in connection with a cybersecurity breach.
If we fail to successfully complete or manage acquisitions, divestitures, equity investments and other transactions or if
acquired entities or equity investments fail to perform as expected, our financial results, business and future prospects could
be harmed.
In pursuing our business strategy, we routinely conduct discussions, evaluate companies, and enter into agreements
regarding possible acquisitions, joint ventures, other investments and divestitures. We seek to identify acquisition or investment
opportunities that will expand or complement our existing products and services or customer base, at reasonable valuations. To
be successful, we must conduct due diligence to identify valuation issues and potential loss contingencies or underlying risks,
some of which are difficult to discover or assess prior to consummation of an acquisition or investment; negotiate transaction
terms; complete and close complex transactions; integrate acquired companies and employees; and realize anticipated operating
synergies efficiently and effectively. U.S. regulators have increased their scrutiny of mergers and acquisitions in recent years,
which could continue to limit our ability to execute certain transactions that we might otherwise pursue, such as the termination
of our proposed acquisition of Aerojet Rocketdyne in 2022.
Acquisition, divestiture, joint venture and investment transactions often require substantial management resources and have
the potential to divert our attention from our existing business. Unidentified or identified but uncertain liabilities that are not
covered by indemnification or other coverage could adversely affect our future financial results. This is particularly the case in
respect of successor liability under procurement laws and regulations such as the False Claims Act or the Truthful Cost or
Pricing Data Act (formerly the Truth in Negotiations Act), anti-corruption, environmental, tax, import-export and technology
transfer laws, which provide for civil and criminal penalties and the potential for debarment. We also may incur unanticipated
costs or expenses, including post-closing asset impairment charges, expenses associated with eliminating duplicate facilities,
employee retention, transaction-related or other litigation, and other liabilities. Any of the foregoing could adversely affect our
business and results of operations.
Joint ventures and other noncontrolling investments operate under shared control with other parties. These investments
typically face many of the same risks and uncertainties as we do, but may expose us to additional risks not present if we
retained full control. A joint venture partner may have economic or other business interests that are inconsistent with ours and
we may be unable to prevent strategic decisions that may adversely affect our business, financial condition and results of
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operations. We also could be adversely affected by, or liable for, actions taken by these joint ventures that we do not control,
including violations of anti-corruption, import and export, taxation and anti-boycott laws.
Depending on our rights and percentage of ownership, we may consolidate the financial results of such entities or account
for our interests under the equity method. Under the equity method of accounting for nonconsolidated ventures and
investments, we recognize our share of the operating profit or loss of these joint ventures in our results of operations. Our
operating results are affected by the conduct and performance of businesses over which we do not exercise control and, as a
result, we may not be successful in achieving the growth or other intended benefits of strategic investments.
We make investments in certain companies that we believe are advancing or developing new technologies applicable to our
core businesses and new initiatives important to us. These investments may be in the forms of common or preferred stock,
warrants, convertible debt securities or investments in funds and are generally illiquid at the time of investment, which limits
our ability to exit an investment or realize an investment return absent a liquidity event. We generally seek to exit these
investments following a liquidity event, such as a public offering and expiration of any applicable lock up or other restrictions,
subject to market conditions, although we may not be successful in exiting in a timely manner. Typically, we hold a non-
controlling interest and, therefore, are unable to influence strategic decisions by these companies and may have limited
visibility into their activities, which may result in our not realizing the intended benefits of the investments. For fund
investments, we have even less influence and visibility as a non-controlling investor in a fund that invests in other companies.
We may recognize significant gains or losses attributable to adjustments of the investments’ fair value, including impairments
up to and including the full value of the investment, which can be affected by the success of the companies, market volatility
and changes in valuations of our investment holdings. This is particularly the case for investments that involve companies that
have become publicly traded since changes in the trading price of securities we hold for investment must be marked to market
in each financial reporting period.
Risks Related to Significant Contingencies, Uncertainties and Estimates, including Pension, Taxes, Environmental and
Litigation Costs
Pension funding requirements and costs are dependent on return on pension assets and other economic and actuarial
assumptions which if changed may cause our future earnings and cash flow to fluctuate significantly and affect the
affordability of our products and services.
Many of our employees and retirees participate in defined benefit pension plans, retiree medical and life insurance plans,
and other postemployment plans (collectively, postretirement benefit plans). The impact of these plans on our earnings may be
volatile in that the amount of expense or income we record for our postretirement benefit plans may materially change from
year to year because the calculations are sensitive to changes in several key economic assumptions including interest rates and
rates of return on plan assets, other actuarial assumptions including participant longevity (also known as mortality), as well as
the timing of cash funding. Changes in these factors, including actual returns on plan assets, may also affect our plan funding,
cash flows and stockholders’ equity. We could be required to make pension contributions earlier and/or in excess than planned
if our return on pension assets is less than our assumptions, which would reduce our free cash flow.
With regard to cash flow, we have made substantial cash contributions to our plans as required by the Employee
Retirement Income Security Act of 1974 (ERISA), as amended, and expect to make future contributions as required or when
deemed prudent. We generally can recover a significant portion of these contributions related to our plans as allowable costs on
our U.S. Government contracts, including FMS. However, there is a lag between the time when we contribute cash to our plans
under pension funding rules and when we recover pension costs under U.S. Government Cost Accounting Standards (CAS),
which can affect the timing of our cash flows. Our business segments’ results of operations include pension expense as
calculated under CAS while our consolidated financial statements must present pension income or expense in accordance with
U.S. GAAP Financial Accounting Standards (FAS); differences in these accounting rules may result in significant period
adjustments referred to as our FAS/CAS pension adjustments.
In recent years, we have taken actions intended to mitigate the risk related to our defined benefit pension plans through
pension risk transfer transactions whereby we purchase group annuity contracts (GACs) from insurance companies using assets
from the pension trust. We expect to continue to evaluate such transactions in the future. Although under the majority of the
GACs we have purchased we are relieved of all responsibility for the associated pension obligations, we have purchased and
may in the future purchase GACs whereby the insurance company reimburses the pension plans but we remain responsible for
paying benefits under the plans to covered retirees and beneficiaries and are subject to the risk that the insurance company will
default on its obligations to reimburse the pension trusts. While we believe pension risk transfer transactions are beneficial;
future transactions, depending on their size, could result in us making additional contributions to the pension trust and/or
require us to recognize noncash settlement charges in earnings in the applicable reporting period.
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For more information on how these factors could impact earnings, financial position, cash flow and stockholders’ equity,
see “Critical Accounting Policies - Postretirement Benefit Plans” in the MD&A and “Note 11 – Postretirement Benefit Plans”
included in our Notes to Consolidated Financial Statements.
Our estimates and projections may prove to be inaccurate and certain of our assets may be at risk of future impairment.
The accounting for some of our most significant activities is based on judgments and estimates, which are complex and
subject to many variables. For example, accounting for sales using the percentage-of-completion method requires that we assess
risks and make assumptions regarding future schedule, cost, technical and performance issues for thousands of contracts, many
of which are long-term in nature. This process can be especially difficult when estimating costs for development programs
because of the inherent uncertainty in developing a new product or technology. Additionally, we initially allocate the purchase
price of acquired businesses based on a preliminary assessment of the fair value of identifiable assets acquired and liabilities
assumed. For significant acquisitions we may use a one-year measurement period to analyze and assess a number of factors
used in establishing the asset and liability fair values as of the acquisition date which could result in adjustments to asset and
liability balances.
We have $10.8 billion of goodwill assets recorded on our consolidated balance sheet as of December 31, 2022 from
previous acquisitions, which represents approximately 20% of our total assets. These goodwill assets are subject to annual
impairment testing and more frequent testing upon the occurrence of certain events or significant changes in circumstances that
indicate goodwill may be impaired. If we experience changes or factors arise that negatively affect the expected cash flows of a
reporting unit, we may be required to write off all or a portion of the reporting unit’s related goodwill assets. The carrying value
and fair value of our Sikorsky reporting unit are closely aligned. Therefore, any business deterioration, including the outcome
of upcoming contract awards, contract cancellations or terminations, or market pressures could cause our sales, earnings and
cash flows to decline below current projections and could cause goodwill and intangible assets to be impaired. Goodwill and
trademarks associated with Sikorsky were approximately $3.5 billion as of December 31, 2022. Additionally, Sikorsky may not
perform as expected, or demand for its products may be adversely affected by global economic conditions, including oil and gas
trends that are outside of our control.
Actual financial results could differ from our judgments and estimates. See “Critical Accounting Policies” in the MD&A
and Results of Operations and “Note 1 – Organization and Significant Accounting Policies” included in our Notes to
Consolidated Financial Statements for a complete discussion of our significant accounting policies and use of estimates.
Changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial results.
Changes in U.S. (federal or state) or foreign tax laws and regulations, or their interpretation and application, including
those with retroactive effect, could result in increases in our tax expense and affect profitability and cash flows. For example,
beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures
immediately in the year incurred and requires taxpayers to amortize such expenditures over five years for tax purposes. While
the most significant impact of this provision is to cash tax liability for 2022, the tax year in which the provision took effect, the
impact will decline annually over the five-year amortization period to an immaterial amount in year six.
The amount of net deferred tax assets will change periodically based on several factors, including the measurement of our
postretirement benefit plan obligations, actual cash contributions to our postretirement benefit plans, change in the amount or
reevaluation of uncertain tax positions, and future changes in tax laws. In addition, we are regularly under audit or examination
by tax authorities, including foreign tax authorities. The final determination of tax audits and any related litigation could
similarly result in unanticipated increases in our tax expense and affect profitability and cash flows.
Our business involves significant risks and uncertainties that may not be covered by indemnity or insurance.
A significant portion of our business relates to designing, developing and manufacturing advanced defense and technology
products and systems. New technologies may be untested or unproven. Failure of some of these products and services could
result in extensive loss of life or property damage. Accordingly, we may incur liabilities that are unique to our products and
services. In some but not all circumstances, we may be entitled to certain legal protections or indemnifications from our
customers, either through U.S. Government indemnifications under Public Law 85-804, 10 U.S.C. 3861, the Commercial Space
Launch Act or the Price-Anderson Act, qualification of our products and services by the Department of Homeland Security
under the SAFETY Act provisions of the Homeland Security Act of 2002, contractual provisions or otherwise.
We seek to obtain insurance coverage from established and reputable insurance carriers to the extent available in order to
cover these risks and liabilities. However, the amount of insurance coverage that we maintain or that is available to purchase in
the market may not be adequate to cover all claims or liabilities. Insurance coverage is subject to the terms and conditions of the
insurance contract and is further subject to any sublimits, exclusions, restrictions, or defenses, including standard exclusions for
21
acts of war. Existing coverage is renewed annually and may be canceled pursuant to the terms of the policies while we remain
exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and
liabilities. For example, we are limited in the amount of insurance we can obtain to cover unusually hazardous risks or certain
natural hazards such as earthquakes, fires or extreme weather conditions, some of which may be exacerbated by climate change.
We have significant operations in geographic areas prone to these risks, such as in California, Florida and Texas and certain of
our properties have suffered damage from natural disasters in the past and may again in the future. We could incur significant
costs to improve the climate resiliency of our infrastructure and supply chain and otherwise prepare for, respond to, and
mitigate the effects of climate change. In addition, under certain classified fixed price development and production contracts,
we are unable to insure risk of loss to government property because of the classified nature of the contracts and the inability to
disclose classified information necessary for underwriting and claims to commercial insurers. Even if insurance coverage is
available, we may not be able to obtain it in an amount, at a price or on terms acceptable to us. Some insurance providers may
be unable or unwilling to provide us insurance given the nature of our business or products. Additionally, disputes with
insurance carriers over coverage terms or the insolvency of one or more of our insurance carriers may significantly affect the
amount or timing of our cash flows.
Substantial costs resulting from an accident; failure of or defect in our products or services; natural catastrophe or other
incident; or liability arising from our products and services in excess of any legal protection, indemnity, and our insurance
coverage (or for which indemnity or insurance is not available or not obtained) could adversely impact our financial condition,
cash flows, and operating results. Any accident, failure of, or defect in our products or services, even if fully indemnified or
insured, could negatively affect our reputation among our customers and the public and make it more difficult for us to compete
effectively. It also could affect the cost and availability of adequate insurance in the future.
Environmental costs and regulation, including in relation to climate change, could adversely affect our future earnings as
well as the affordability of our products and services.
We are subject to federal, state, local and foreign requirements for the protection of the environment, including those for
discharge of hazardous materials and remediation of contaminated sites. Due in part to the complexity and pervasiveness of
these requirements, we are a party to or have property subject to various lawsuits, proceedings, and remediation obligations.
These types of matters could result in fines, penalties, cost reimbursements or contributions, compensatory or treble damages or
non-monetary sanctions or relief. We have incurred and will continue to incur liabilities for environmental remediation at some
of our current and former facilities and at third-party-owned sites where we have been designated a potentially responsible party
as a result of our historical activities and those of our predecessor companies. Environmental remediation activities usually span
many years, and the extent of financial exposure can be difficult to estimate. Among the variables management must assess in
evaluating costs associated with these cases and remediation sites are the status of site assessment, extent of the contamination,
impacts on natural resources, changing cost estimates, evolution of technologies used to remediate the site, continually evolving
environmental standards, availability of insurance coverage and indemnification under existing agreements and cost
allowability issues, including varying efforts by the U.S. Government to limit allowability of our costs in resolving liability at
third-party-owned sites. Our environmental remediation related liabilities also could increase significantly because of
acquisitions, the regulation of new substances, stricter remediation standards for existing regulated substances, changes in the
interpretation or enforcement of existing laws and regulations, or the discovery of previously unknown or more extensive
contamination or new contaminants. For information regarding these matters, including current estimates of the amounts that
we believe are required for environmental remediation to the extent probable and estimable, see “Critical Accounting Policies -
Environmental Matters” in the MD&A and “Note 14 – Legal Proceedings, Commitments and Contingencies” included in our
Notes to Consolidated Financial Statements.
We manage and have managed various U.S. Government-owned facilities on behalf of the U.S. Government. At such
facilities, environmental compliance and remediation costs historically have been the responsibility of the U.S. Government.
We have relied, and continue to rely with respect to past practices, on U.S. Government funding to pay such costs,
notwithstanding efforts by some U.S. Government representatives to limit this responsibility. Although the U.S. Government
remains responsible for capital and operating costs associated with environmental compliance, responsibility for fines and
penalties associated with environmental noncompliance typically is borne by either the U.S. Government or the contractor,
depending on the contract and the relevant facts. Some environmental laws include criminal provisions. A conviction under
environmental law could affect our ability to be awarded future or perform under existing U.S. Government contracts.
The increasing global regulatory focus on greenhouse gas (GHG) emissions and their potential impacts relating to climate
change could result in laws, regulations or policies that significantly increase our direct and indirect operational and compliance
burdens, which could adversely affect our financial condition and results of operations. These laws, regulations or policies
could take many forms, including carbon taxes, cap and trade regimes, increased efficiency standards, GHG reduction
commitments, incentives or mandates for particular types of energy or changes in procurement laws. Changes in government
procurement laws that mandate or take into account climate change considerations, such as the contractor’s GHG emissions,
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GHG emission reduction targets, lower emission products or other climate risks, in evaluating bids could result in costly
changes to our operations or affect our competitiveness on future bids, or our ability to bid at all. In addition to incurring direct
costs to implement any climate-change related laws, regulations or policies, we may see indirect costs rise, such as increased
energy or material costs, as a result of policies affecting other sectors of the economy. Although most of these increased costs
likely would be recoverable through pricing, to the extent that the increase in our costs as a result of these policies are greater
than our competitors we may be less competitive on future bids or the total increased cost in our industry’s products and
services could result in lower demand from our customers. We monitor developments in climate change-related laws,
regulations and policies for their potential effect on us, however, we currently are not able to accurately predict the materiality
of any potential costs associated with such developments. In addition, climate change-related litigation and investigations have
increased in recent years and any claims or investigations against us could be costly to defend and our business could be
adversely affected by the outcome.
We are involved in a number of legal proceedings. We cannot predict the outcome of litigation and other contingencies with
certainty.
Our business may be adversely affected by the outcome of legal proceedings and other contingencies that cannot be
predicted with certainty. As required by U.S. GAAP, we estimate loss contingencies and establish reserves based on our
assessment of contingencies where liability is deemed probable and reasonably estimable in light of the facts and circumstances
known to us at a particular point in time. Subsequent developments in legal proceedings may affect our assessment and
estimates of the loss contingency recorded as a liability or as a reserve against assets in our financial statements. For a
description of our current legal proceedings, see Item 3 - Legal Proceedings, “Critical Accounting Policies - Environmental
Matters” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 14 – Legal
Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial Statements.
Risks Related to Ownership of our Common Stock
There can be no assurance that we will continue to increase our dividend or to repurchase shares of our common stock.
Cash dividend payments and share repurchases are subject to limitations under applicable laws and the discretion of our
Board of Directors and are determined after considering then-existing conditions, including earnings, other operating results
and capital requirements and cash deployment alternatives. Our payment of dividends and share repurchases could vary from
historical practices or our stated expectations. Decreases in asset values or increases in liabilities, including liabilities associated
with employee benefit plans and assets and liabilities associated with taxes, can reduce net earnings and stockholders’ equity.
Under certain circumstances, a deficit in stockholders’ equity could limit our ability to pay dividends and make share
repurchases under Maryland state law in the future. In addition, the timing and amount of share repurchases under Board of
Directors approved share repurchase plans may differ from stated expectations and is within the discretion of management and
will depend on many factors, including our ability to generate sufficient cash flows from operations in the future or to borrow
money from available financing sources, our results of operations, capital requirements and applicable law.
ITEM 1B.
Unresolved Staff Comments
None.
ITEM 2.
Properties
At December 31, 2022, we owned or leased building space (including offices, manufacturing plants, warehouses, service
centers, laboratories and other facilities) at 339 locations primarily in the U.S. Additionally, we manage or occupy 10
government-owned facilities under lease and other arrangements. At December 31, 2022, we had significant operations in the
following locations:
Aeronautics - Palmdale, California; Marietta, Georgia; Greenville, South Carolina; and Fort Worth, Texas.
•
• Missiles and Fire Control - Camden, Arkansas; Ocala and Orlando, Florida; Lexington, Kentucky; and Grand Prairie,
Texas.
Rotary and Mission Systems - Stratford, Connecticut; Orlando, Florida; Moorestown/Mt. Laurel, New Jersey; Owego and
Syracuse, New York; Manassas, Virginia; and Mielec, Poland.
Space - Huntsville, Alabama; Sunnyvale, California; Denver, Colorado; Cape Canaveral, Florida; and Valley Forge,
Pennsylvania.
Corporate activities - Bethesda, Maryland.
•
•
•
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The following is a summary of our square feet of floor space owned, leased, or utilized by business segment at December
31, 2022 (in millions):
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
Corporate activities
Total
Owned
5.5
7.8
11.2
9.3
2.4
36.2
Leased
3.0
2.6
4.7
2.9
0.9
14.1
Government-
Owned
14.7
2.2
0.2
0.9
—
18.0
Total
23.2
12.6
16.1
13.1
3.3
68.3
We believe our facilities are in good condition and adequate for their current use. We may improve, replace or reduce
facilities as considered appropriate to meet the needs of our operations.
ITEM 3.
Legal Proceedings
We are a party to litigation and other proceedings that arise in the ordinary course of our business, including matters arising
under provisions relating to the protection of the environment, and are subject to contingencies related to certain businesses we
previously owned. These types of matters could result in fines, penalties, cost reimbursements or contributions, compensatory
or treble damages or non-monetary sanctions or relief. We believe the probability is remote that the outcome of each of these
matters will have a material adverse effect on the corporation as a whole, notwithstanding that the unfavorable resolution of any
matter may have a material effect on our net earnings and cash flows in any particular interim reporting period. We cannot
predict the outcome of legal or other proceedings with certainty.
We are subject to federal, state, local and foreign requirements for the protection of the environment, including those for
discharge of hazardous materials and remediation of contaminated sites. Due in part to the complexity and pervasiveness of
these requirements, we are a party to or have property subject to various lawsuits, proceedings and remediation obligations. The
extent of our financial exposure cannot in all cases be reasonably estimated at this time.
For information regarding the matters discussed above, including current estimates of the amounts that we believe are
required for remediation or clean-up to the extent estimable, see “Critical Accounting Policies - Environmental Matters” in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 14 – Legal Proceedings,
Commitments and Contingencies” included in our Notes to Consolidated Financial Statements.
ITEM 4.
Mine Safety Disclosures
Not applicable.
ITEM 4(a).
Information about our Executive Officers
Our executive officers as of January 26, 2023 are listed below, with their ages on that date, positions and offices currently
held, and principal occupation and business experience during at least the last five years. There are no family relationships
among any of our executive officers and directors. All executive officers serve at the discretion of the Board of Directors.
Timothy S. Cahill (age 57), Executive Vice President – Missiles and Fire Control
Mr. Cahill has served as Executive Vice President for the Missiles and Fire Control (MFC) business segment, since
November 2022. Mr. Cahill previously served as Senior Vice President of Global Business Development & Strategy (GBD&S)
from March 2021 to October 2022. Prior to that, Mr. Cahill served as Senior Vice President Lockheed Martin International
from October 2019 to March 2021; and as Vice President, Integrated Air and Missile Defense (IAMD) Systems for MFC from
January 2016 to October 2019.
Stephanie C. Hill (age 58), Executive Vice President – Rotary and Mission Systems
Ms. Hill has served as Executive Vice President of Rotary and Mission Systems (RMS) since June 2020. She previously
served as Senior Vice President, Enterprise Business Transformation from June 2019 to June 2020. Prior to that, she was
Deputy Executive Vice President of RMS from October 2018 to June 2019; and Senior Vice President for Corporate Strategy
and Business Development from September 2017 to October 2018.
24
Maryanne R. Lavan (age 63), Senior Vice President, General Counsel and Corporate Secretary
Ms. Lavan has served as Senior Vice President, General Counsel and Corporate Secretary since September 2010.
Robert M. Lightfoot, Jr. (age 59), Executive Vice President – Space
Mr. Lightfoot has served as Executive Vice President of Space since January 2022. He previously served as Vice President,
Operations of the Space business segment from June 2021 to December 2021. Prior to that, he served as Vice President,
Strategy and Business Development of Space from May 2019 to June 2021. Prior to joining Lockheed Martin in 2019, Mr.
Lightfoot served as President, LSINC Corporation, a provider of product development and engineering services, from May
2018 to May 2019. Prior to that, he was Associate Administrator at the National Aeronautics & Space Administration (NASA),
the agency’s highest-ranking civil service position, from March 2012 to April 2018.
Jesus Malave (age 54), Chief Financial Officer
Mr. Malave has served as Chief Financial Officer since January 31, 2022. Prior to joining Lockheed Martin in 2022, Mr.
Malave served as Senior Vice President and Chief Financial Officer of L3Harris Technologies, Inc. (L3Harris) from June 2019
to January 2022. Before joining L3Harris, Mr. Malave worked at United Technologies Corporation (UTC) as Vice President
and Chief Financial Officer of UTC’s Carrier Corporation from April 2018 to June 2019; and as Chief Financial Officer of
UTC’s Aerospace Systems from January 2015 to April 2018.
H. Edward Paul, III (age 47), Vice President and Controller
Mr. Paul has served as Vice President and Controller since June 2022. Previously, he served as Vice President Accounting
from March 2015 to June 2022.
Evan T. Scott (age 45), Vice President and Treasurer
Mr. Scott has served as Vice President and Treasurer since June 2022. Previously, Mr. Scott served as Vice President and
Assistant Treasurer from August 2021 to June 2022. Prior to that, Mr. Scott was Vice President, Finance and Business
Operations of the Space business segment from March 2019 to August 2021; and Vice President and Controller of the Missiles
and Fire Control business segment from March 2015 to March 2019.
Frank A. St. John (age 56), Chief Operating Officer
Mr. St. John has served as Chief Operating Officer since June 2020. He previously served as Executive Vice President of
RMS from August 2019 to June 2020. Prior to that, he served as Executive Vice President of the Missiles and Fire Control
(MFC) business segment from January 2018 to August 2019; and as Executive Vice President and Deputy Programs for MFC
from June 2017 to January 2018.
James D. Taiclet (age 62), Chairman, President and Chief Executive Officer
Mr. Taiclet has served as Chairman since March 2021 and as President and Chief Executive Officer (CEO) of Lockheed
Martin since June 2020. He has served on the Lockheed Martin Board of Directors since January 2018. Previously, he was
Chairman, President and CEO of American Tower Corporation from February 2004 to March 2020; and Executive Chairman
from March 2020 to May 2020.
Gregory M. Ulmer (age 58), Executive Vice President – Aeronautics
Mr. Ulmer has served as Executive Vice President, Aeronautics since February 2021. He served as Vice President and
General Manager, F-35 Lightning II Program from March 2018 to January 2021. Prior to that, he served as Vice President, F-35
Aircraft Production business unit from March 2016 to March 2018.
25
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
At January 20, 2023, we had 23,358 holders of record of our common stock, par value $1 per share. Our common stock is
traded on the New York Stock Exchange (NYSE) under the symbol LMT.
Stockholder Return Performance Graph
The following graph compares the total return on a cumulative basis through December 31, 2022, assuming reinvestment
of dividends, of $100 invested in Lockheed Martin common stock as of market close on December 29, 2017 to the Standard and
Poor’s (S&P) 500 Index and the S&P Aerospace & Defense Index.
250
200
150
100
50
0
Dec-17
M ar-18
Jun-18
Sep-18
Dec-18
M ar-19
Jun-19
Sep-19
Dec-19
M ar-20
Jun-20
Sep-20
Dec-20
M ar-21
Jun-21
Sep-21
Dec-21
M ar-22
Jun-22
Sep-22
Dec-22
Lockheed Martin Common Stock
S&P 500 Index
S&P Aerospace & Defense Index
The S&P Aerospace & Defense Index comprises The Boeing Company, General Dynamics Corporation, Howmet
Aerospace Inc., Huntington Ingalls Industries, L3Harris Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman
Corporation, Raytheon Technologies Corporation, Textron Inc. and Transdigm Group Inc. The stockholder return performance
indicated on the graph is not a guarantee of future performance.
This graph is not deemed to be “filed” with the U.S. Securities and Exchange Commission or subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), and should not be deemed to be incorporated by
reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Exchange Act.
26
Purchases of Equity Securities
There were no sales of unregistered equity securities during the quarter ended December 31, 2022.
The following table provides information about our repurchases of our common stock that is registered pursuant to Section
12 of the Securities Exchange Act of 1934 during the quarter ended December 31, 2022.
Period (a)
Total
Number of
Shares
Purchased
Average
Price Paid
Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Approximate Dollar
Value of Shares That
May Yet be Purchased
Under the Plans or
Programs (b)
(in millions)
September 26, 2022 – October 30, 2022 (c)
October 31, 2022 – November 27, 2022
November 28, 2022 – December 31, 2022
Total (c)(d)
7,225,959 $
408.50
7,224,954 $
961 $
474.20
4,249 $
482.93
— $
— $
7,231,169 $
410.10
7,224,954
10,023
10,023
10,023
(b)
(a) We close our books and records on the last Sunday of each month to align our financial closing with our business processes, except for
the month of December, as our fiscal year ends on December 31. As a result, our fiscal months often differ from the calendar months.
For example, November 28, 2022 was the first day of our December 2022 fiscal month.
In 2010, our Board of Directors approved a share repurchase program pursuant to which we are authorized to repurchase our common
stock in privately negotiated transactions or in the open market at prices per share not exceeding the then-current market prices. From
time to time, our Board of Directors authorizes increases to our share repurchase program. On October 17, 2022, the Board of Directors
authorized an increase to the program by $14.0 billion. The total remaining authorization for future common share repurchases under our
share repurchase program was $10.0 billion as of December 31, 2022. Under the program, management has discretion to determine the
dollar amount of shares to be repurchased and the timing of any repurchases in compliance with applicable law and regulation. This
includes purchases pursuant to Rule 10b5-1 plans, including accelerated share repurchases. The program does not have an expiration
date.
(c) During the fourth quarter of 2022, we entered into an accelerated share repurchase (ASR) agreement to repurchase $4.0 billion of our
common stock. Under the terms of the ASR agreement, we paid $4.0 billion and received an initial delivery of 6,995,147 shares of our
common stock. We expect to receive additional shares upon final settlement, which is expected in March or April 2023. The total
number of shares of common stock to be received under the ASR agreement will be based on an average volume-weighted average price
(VWAP) of our common stock during the term of the ASR agreement, less a discount and subject to adjustments pursuant to the terms
and conditions of the ASR agreement. Average Price Paid Per Share in the table above does not include ASR shares.
(d) During the fourth quarter of 2022, the total number of shares purchased included 6,215 shares that were transferred to us by employees
in satisfaction of tax withholding obligations associated with the vesting of restricted stock units. These purchases were made pursuant to
a separate authorization by our Board of Directors and are not included within the share repurchase program described above.
27
ITEM 6.
Selected Financial Data
(In millions, except per share data)
Operating results
Net sales
Operating profit (a)(b)
Net earnings from continuing operations (a)(b)(c)(d)(e)(f)(g)(h)
Net loss from discontinued operations
Net earnings (a)(b)(c)(d)(e)(f)(g)(h)
Earnings from continuing operations per common share
Basic (a)(b)(c)(d)(e)(f)(g)(h)
Diluted (a)(b)(c)(d)(e)(f)(g)(h)
Earnings (loss) from discontinued operations per common
share
Basic
Diluted
Earnings per common share
Basic (a)(b)(c)(d)(e)(f)(g)(h)
Diluted (a)(b)(c)(d)(e)(f)(g)(h)
2022
2021
2020
2019
2018
$ 65,984 $ 67,044 $ 65,398 $ 59,812 $ 53,762
7,334
5,046
—
5,046
9,123
6,315
—
6,315
8,545
6,230
—
6,230
8,348
5,732
—
5,732
8,644
6,888
(55)
6,833
21.74
21.66
22.85
22.76
24.60
24.50
22.09
21.95
17.74
17.59
—
—
—
—
(0.20)
(0.20)
—
—
—
—
21.74
21.66
11.40 $
22.85
22.76
10.60 $
24.40
24.30
9.80 $
22.09
21.95
9.00 $
17.74
17.59
8.20
$
$
772
16,103
10,769
44,876
14,398
14,104
43,427
1,449
281
2,547 $
20,991
10,780
52,880
15,887
15,547
43,614
9,266
254
3,604 $
19,815
10,813
50,873
13,997
11,676
39,914
10,959
271
1,514 $
17,095
10,604
47,528
13,972
12,654
44,357
3,171
280
3,160 $
19,378
10,806
50,710
13,933
12,169
44,672
6,038
279
Cash dividends declared per common share
Balance sheet
Cash, cash equivalents and short-term investments
Total current assets
Goodwill
Total assets (i)
Total current liabilities
Total debt, net
Total liabilities (c)(i)
Total equity
Common shares in stockholders’ equity at year-end
Cash flow information
Net cash provided by operating activities (b)
3,138
Net cash used for investing activities
(1,075)
Net cash used for financing activities
(4,152)
$ 149,998 $ 135,355 $ 147,131 $ 143,981 $ 130,468
Backlog
(a) Our operating profit and net earnings from continuing operations and earnings per share from continuing operations in 2022 were
affected by $100 million ($79 million, or $0.31 per share, after-tax) of certain severance and other charges that relate to actions at our
RMS business segment, which include severance costs for reduction of positions and asset impairment charges; severance and
restructuring charges of $36 million ($28 million, or $0.10 per share, after-tax) in 2021; severance charges of $27 million ($21 million,
or $0.08 per share, after-tax) in 2020; and severance and restructuring charges of $96 million ($76 million, or $0.26 per share, after-tax)
in 2018. See “Note 16 – Severance and Other Charges” included in our Notes to Consolidated Financial Statements for more
information.
The impact of our postretirement benefit plans can cause our operating profit, net earnings, cash flows and certain amounts recorded on
our consolidated balance sheets to fluctuate. Accordingly, our net earnings were affected by a FAS/CAS pension adjustment of
$738 million in 2022, $668 million in 2021, $2.1 billion in 2020, $1.5 billion in 2019, and $1.0 billion in 2018. We made no pension
contributions in both 2022 and 2021, $1.0 billion in both 2020 and 2019, and $5.0 billion in 2018. These contributions caused
fluctuations in our operating cash flows and cash balance between each of those years. See “Critical Accounting Policies - Postretirement
Benefit Plans” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information.
7,802 $
(1,789)
(7,070)
9,221 $
(1,161)
(7,616)
8,183 $
(2,010)
(4,527)
7,311 $
(1,241)
(5,328)
$
(b)
(c) Net earnings include a noncash, non-operating pension settlement charge of $1.5 billion ($1.2 billion, or $4.33 per share, after-tax) in
2022, and $1.7 billion ($1.3 billion, or $4.72 per share, after-tax) in 2021, related to the purchase of group annuity contracts to transfer
$4.3 billion and $4.9 billion of gross pension obligations and related plan assets to an insurance company.
(d) Net earnings in 2022 and 2021 include net losses of $114 million ($86 million, or 0.33 per share, after-tax) and net gains of $265 million
($199 million, or $0.72 per share, after-tax) due to changes in the fair value of certain mark-to-market investments.
28
(f)
(e) We recognized net losses of $176 million ($132 million, or $0.50 per share, after-tax) in 2022 and net gains of $42 million ($32 million,
or $0.11 per share, after-tax) in 2021, $98 million ($74 million, or $0.26 per share, after-tax) in 2020, and $20 million ($15 million, or
$0.05 per share, after-tax) in 2019, and net losses of $11 million ($8 million, or $0.03 per share, after-tax) in 2018 due to changes in the
fair value of investments and liabilities for deferred compensation plans.
For the years ended December 31, 2020 and 2018, operating profit includes noncash asset impairment charges of $128 million ($96
million, or $0.34 per share, after-tax) and $110 million ($83 million, or $0.29 per share, after-tax) related to our equity method investee,
Advanced Military Maintenance, Repair and Overhaul Center LLC (AMMROC). See “Note 1 – Organization and Significant
Accounting Policies” included in our Notes to Consolidated Financial Statements for more information.
In 2019, we recorded previously deferred noncash gains of $51 million ($38 million, or $0.13 per share, after-tax) related to properties
sold in 2015 as a result of completing our remaining obligations.
(g)
(h) Net earnings for the year ended December 31, 2019 include benefits of $127 million ($0.45 per share) for additional tax deductions for
the prior year, primarily attributable to foreign derived intangible income treatment based on proposed tax regulations released on March
4, 2019 and a change in our tax accounting method. Net earnings for the year ended December 31, 2018 include benefits of $146 million
($0.51 per share) for additional tax deductions for the prior year, primarily attributable to true-ups to the net one-time charges related to
the Tax Cuts and Jobs Act enacted on December 22, 2017 and our change in tax accounting method.
Effective January 1, 2019, we adopted Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). Upon adoption, we recorded
right-of-use operating lease assets of $1.0 billion and operating lease liabilities of $1.1 billion, approximately $855 million of which
were classified as noncurrent. There was no impact to our consolidated statements of earnings or cash flows as a result of adopting this
standard. Prior periods were not restated for the adoption of ASU 2016-02.
(i)
29
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is
intended to help the reader understand our results of operations and financial condition. The MD&A is provided as a
supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in Item
8 - Financial Statements and Supplementary Data.
The MD&A generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions
of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Form 10-K can be found in
“Management’s Discussion and Analysis of Financial Condition and Results or Operations” in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on January 25, 2022.
Business Overview
We are a global security and aerospace company principally engaged in the research, design, development, manufacture,
integration and sustainment of advanced technology systems, products and services. We also provide a broad range of
management, engineering, technical, scientific, logistics, system integration and cybersecurity services. Our main areas of focus
are in defense, space, intelligence, homeland security and information technology, including cybersecurity. We serve both U.S.
and international customers with products and services that have defense, civil and commercial applications, with our principal
customers being agencies of the U.S. Government. In 2022, 73% of our $66.0 billion in net sales were from the U.S.
Government, either as a prime contractor or as a subcontractor (including 64% from the Department of Defense (DoD)), 26%
were from international customers (including foreign military sales (FMS) contracted through the U.S. Government) and 1%
were from U.S. commercial and other customers.
We operate in four business segments: Aeronautics, Missiles and Fire Control (MFC), Rotary and Mission Systems
(RMS) and Space. We organize our business segments based on the nature of the products and services offered.
We operate in a complex and evolving global security environment. Our strategy consists of the design and development
of platforms and systems that meet the future requirements of 21st Century Security. Our vision for 21st Century Security is to
accelerate the adoption of advanced networking and leading-edge technologies into our national defense enterprise, while
enhancing the performance and value of our platforms and products for our customers. The aim of 21st Century Security is to
integrate new and existing systems across all domains with advanced, open-architecture networking and operational
technologies to make forces more agile, adaptive and unpredictable.
21st Century Security is an overarching vision that will guide our investment and strategy and we are also focused on four
elements for potential growth in the near to mid-term: current programs of record, classified programs, hypersonics and new
awards. We have multiple programs of record from each business segment that are entering growth stages, including the F-35
sustainment activity (Aeronautics), increased PAC-3 production rates (Missiles and Fire Control), CH-53K heavy lift helicopter
(Rotary and Mission Systems), and the modernization and enhancements to the Trident II D5 Fleet Ballistic Missile (Space).
We are engaged in significant classified development programs and pending successful achievement of the objectives within
those programs, we expect to begin the transition from development to production over the next few years. We are currently
performing on multiple hypersonic programs and following the successful completion of ongoing testing and evaluation
activity, multiple programs are expected to enter early production phases between 2023 and 2026. Finally, we are always in
pursuit of new program awards to develop future platforms that enable us to continue to place security capability into the
market and expand our global reach.
Key to enabling success of our strategy is developing differentiating technologies, forging strategic partnerships, including
with commercial companies, executing on our multi-year business transformation initiative to enhance our digital infrastructure
and increase efficiencies and collaboration throughout our business and maintaining fiscal discipline. Underpinning our ability
to execute our strategy is our talent and culture. We invest substantially in our people to ensure that our workforce has the
technical skills necessary to succeed, and we expect to continue to invest internally in innovative technologies that address
rapidly evolving mission requirements for our customers. We also will continue to evaluate our portfolio and will make
strategic acquisitions or divestitures, as appropriate, while deepening our connection to commercial industry through
cooperative partnerships, joint ventures, and equity investments.
COVID-19
COVID-19 continued to cause business impacts in 2022. The emergence of the Omicron variant in late 2021 and
resulting increase in COVID-19 cases in early 2022 adversely impacted our operations and our supply chain. Our performance
was affected during 2022 by supply chain disruptions and delays, as well as labor challenges associated with employee
absences, travel restrictions, site access, quarantine restrictions, remote work, and adjusted work schedules. The recovery from
30
that disruption has been slower than originally anticipated, in particular within our supply chain, and some of those supply
chain impacts are expected to continue into 2023. Attendance for employees required to be onsite fluctuated during 2022 based
on COVID-19 developments. We are actively engaging with our customers and are continuing to take measures to protect the
health and safety of our employees. In our on-going effort to mitigate supply chain risks, we accelerated payments of $1.5
billion to our suppliers as of December 31, 2022, that are due according to contractual terms in future periods, while
consistently prioritizing small businesses, which make up over half of our active supply base, as well as at-risk businesses.
Additionally, we have deployed resources at supplier sites to improve oversight and performance. We will continue to monitor
supply chain risks, especially at small and at-risk related suppliers, and may continue to utilize accelerated payments in 2023 on
an as needed basis.
The impact of COVID-19 on our operations and financial performance in future periods, including our ability to execute
our programs in the expected timeframe, remains uncertain and will depend on a number of factors, including the impact of
potential new COVID-19 variants or subvariants, the effectiveness and adoption of COVID-19 vaccines and therapeutics, and
supplier impacts and related government actions to prevent and manage disease spread,. The long-term impacts of COVID-19
on government budgets and other funding priorities, including international priorities, that impact demand for our products and
services also are difficult to predict, but could negatively affect our future results and performance.
Inflation
Heightened levels of inflation and the potential worsening of macro-economic conditions present risks for Lockheed
Martin, our suppliers and the stability of the broader defense industrial base. During 2022, we have experienced impacts to our
labor rates and suppliers have signaled inflation related cost pressures, which will flow through to our costs and pricing.
Although inflation did not significantly impact our financial results in 2022, if inflation remains at current levels for an
extended period, or increases, and we are unable to successfully mitigate the impact, our costs are likely to increase, resulting in
pressure on our profits, margins and cash flows, particularly for existing fixed-price contracts. For new contract proposals, we
are factoring into our pricing heightened levels of inflation based on accepted DoD escalation indices and other assumptions,
and in some cases seeking the inclusion of economic price adjustment (EPA) clauses, which would permit, subject to the
particular contractual terms, cost adjustments in fixed-price contracts for unexpected inflation. In addition, inflation and the
increases in the cost of borrowing from rising interest rates could constrain the overall purchasing power of our customers for
our products and services, in particular in the near term to the extent inflation assumptions are less than current inflationary
pressures. Rising interest rates will also increase our borrowing costs on new debt and could affect the fair value of our
investments. While rising interest rates reduce the measure of our gross pension obligations, they can also lead to decline in
pension plan assets with offsetting impacts on our net pension liability. We remain committed to our ongoing efforts to increase
the efficiency of our operations and improve the cost competitiveness and affordability of our products and services, which
may, in part, offset cost increases from inflation.
Conflict in Ukraine
Russia’s invasion of Ukraine has significantly elevated global geopolitical tensions and security concerns. As a result, we
have received increased interest for some of our products and services as countries seek to improve their security posture,
particularly in Europe. In addition, security assistance provided by the U.S. government to Ukraine has created U.S.
government demand to replenish U.S. stockpiles, resulting in additional and potential future orders for our products. We are
beginning to see this interest result in initiation of new contract discussions, however, given the long-cycle nature of our
business and current industry capacity, we do not expect a significant increase in near term sales from new contracts in response
to the conflict. We are evaluating capacity at our operations and the supply chain to anticipate potential demand and enable us
to deliver critical capabilities. In addition, the U.S. Government and other nations have implemented broad economic sanctions
and export controls targeting Russia, which combined with the conflict have the potential to indirectly disrupt our supply chain
and access to certain resources. We have not, however, experienced significant adverse impacts to date and we will continue to
monitor for any impacts and seek to mitigate disruption that may arise. The conflict also has increased the threat of malicious
cyber activity from nation states and other actors. We have taken steps designed to enhance our defensive posture against tactics
and techniques associated with this increased threat.
Portfolio Shaping Activities
We continuously strive to strengthen our portfolio of products and services to meet the current and future needs of our
customers. We accomplish this in part by our independent research and development activities and through acquisition,
divestiture and internal realignment activities.
We selectively pursue the acquisition of businesses, investments and ventures at attractive valuations that will expand or
complement our current portfolio and allow access to new customers or technologies. We also may explore the divestiture of
31
businesses, investments or ventures that no longer meet our needs or strategy or that could perform better outside of our
organization or with a different owner. In pursuing our business strategy, we routinely conduct discussions, evaluate targets and
enter into agreements regarding possible acquisitions, divestitures, joint ventures and equity investments.
Renationalization of the Atomic Weapons Establishment Program
On June 30, 2021, the UK Ministry of Defence terminated the contract to operate the UK’s nuclear deterrent program and
assumed control of the entity that manages the program (referred to as the renationalization of the Atomic Weapons
Establishment (AWE program)). Accordingly, the AWE program’s ongoing operations, including the entity that manages the
program, are no longer included in our financial results as of that date. Therefore, during 2021, AWE only generated sales of
$885 million and operating profit of $18 million, which are included in Space’s financial results for the year ended December
31, 2021. During the year ended December 31, 2020, AWE generated sales of $1.4 billion and operating profit of $35 million,
which are included in Space’s financial results for 2020.
U.S. Government Funding
On March 28, 2022 the Administration submitted to Congress the President’s Fiscal Year (FY) 2023 budget request, which
proposed $813.4 billion in total national defense spending, of which $773 billion was for the base budget of the Department of
Defense (DoD).
On December 29, 2022, the President signed the FY 2023 Omnibus Appropriations Act into law, which provides $858
billion in total national defense funding, of which $816.7 billion is for the DoD base budget. This reflects a $44.6 billion
increase over the FY 2023 request for national defense spending, and a $43.7 billion increase for the DoD.
The FY 2023 Omnibus Appropriations Act also provided separate and additional funding of $47 billion for Ukraine, the
fourth supplemental since March of 2022, bringing the total amount of supplemental funding authority provided to $113 billion.
The President’s FY 2024 budget request is anticipated to be submitted to Congress in March 2023, initiating the FY 2024
defense authorization and appropriations legislative process. In addition to the FY 2024 budget process, Congress will have to
contend with the legal limit on U.S. debt, commonly known as the debt ceiling. The current statutory limit of $31.4 trillion was
reached in January, requiring the Treasury Department to take accounting measures to continue normally financing U.S.
government obligations while avoiding exceeding the debt ceiling. It is expected, however, the U.S. government will exhaust
these measures by June 2023. If the debt ceiling is not raised, the U.S. government may not be able to fulfill its funding
obligations and there could be significant disruption to all discretionary programs and wider financial and economic
repercussions. The federal budget and debt ceiling are expected to continue to be the subject of considerable congressional
debate. Although we believe DoD, intelligence, and homeland security programs will continue to receive consensus support for
increased funding and would likely receive priority if this scenario came to fruition, the effect on individual programs or
Lockheed Martin cannot be predicted at this time.
International Business
A key component of our strategic plan is to grow our international sales. To accomplish this growth, we continue to focus
on strengthening our relationships internationally through partnerships and joint technology efforts. Our international business
is conducted either by foreign military sales (FMS) contracted through the U.S. Government or by direct commercial sales
(DCS) to international customers. In 2022, approximately 74% of our sales to international customers were FMS and about
26% were DCS. Additionally, in 2022, substantially all of our sales from international customers were in our Aeronautics, MFC
and RMS business segments. Space’s sales from international customers were not material in 2022. See Item 1A - Risk Factors
for a discussion of risks related to international sales.
In 2022, international customers accounted for 33% of Aeronautics’ net sales. There continues to be strong international
interest in the F-35 program, which includes commitments from the U.S. Government and seven international partner countries
and nine FMS customers, as well as expressions of interest from other countries. The U.S. Government and the partner
countries continue to work together on the design, testing, production, and sustainment of the F-35 program. Other areas of
international expansion at our Aeronautics business segment include the F-16 and C-130J programs, which continue to draw
interest from international customers for new aircraft.
In 2022, international customers accounted for 31% of MFC’s net sales. Our MFC business segment continues to generate
significant international interest, most notably in the air and missile defense product line, which produces the Patriot Advanced
Capability-3 (PAC-3) and Terminal High Altitude Area Defense (THAAD) systems. Fourteen nations have chosen PAC-3 Cost
Reduction Initiative (CRI) and PAC-3 Missile Segment Enhancement (MSE) to provide missile defense capabilities.
32
Additionally, we continue to see international demand for our tactical and strike missile products, where we received orders for
precision fires systems from Germany and Taiwan and for Long Range Anti-Ship Missiles (LRASM) from Australia.
In 2022, international customers accounted for 28% of RMS’ net sales. Our RMS business segment continues to experience
international interest in the Aegis Ballistic Missile Defense System (Aegis) for which we perform activities in the development,
production, modernization, ship integration, test and lifetime support for ships of international customers such as Japan, Spain,
Republic of Korea, and Australia. We have ongoing combat systems programs associated with different classes of surface
combatant ships for customers in Canada, Chile, and New Zealand. Our Multi-Mission Surface Combatant (MMSC) program
will provide surface combatant ships for international customers, such as the Kingdom of Saudi Arabia, designed to operate in
shallow waters and the open ocean. In our training and logistics solutions portfolio, we have active programs and pursuits in the
United Kingdom, the Kingdom of Saudi Arabia, Canada, Singapore, Australia, Germany and France. We have active
development, production, and sustainment support of the S-70 Black Hawk and MH-60 Seahawk helicopters to international
customers, including India, Philippines, Australia, Republic of Korea, Thailand, the Kingdom of Saudi Arabia, and Greece.
Additionally, in December 2021, the Israeli Ministry of Defense signed a Letter of Offer and Acceptance (LOA) to procure 12
CH-53K King Stallion heavy lift helicopters, of which the first four were awarded in 2022. Commercial aircraft are sold to
international customers to support search and rescue missions as well as VIP and offshore oil and gas transportation.
Status of the F-35 Program
The F-35 program primarily consists of production contracts, sustainment activities, and new development efforts.
Production of the aircraft is expected to continue for many years given the U.S. Government’s current inventory objective of
2,456 aircraft for the U.S. Air Force, U.S. Marine Corps, and U.S. Navy; commitments from our seven international partner
countries and nine Foreign Military Sales (FMS) customers; as well as interest from other countries. We saw strong
international demand for the F-35 in 2022. During the first quarter of 2022, Finland became the seventh FMS customer to join
the program. During the second quarter of 2022, the Government of Canada selected Lockheed Martin and the F-35 as the
preferred bidder to move into the Finalization Phase of the competitive process to replace its fighter fleet. As a result of the
Finalization Phase, the Government of Canada recently announced in January 2023 their commitment to purchase 88 F-35
aircraft. During the third quarter of 2022, the Swiss government signed a Letter of Offer and Acceptance for the procurement of
36 F-35 aircraft and became the eighth FMS customer to join the program. During the fourth quarter of 2022, the German
government signed a Letter of Offer and Acceptance for the procurement of 35 F-35 aircraft and became the ninth FMS
customer to join the program.
During the fourth quarter of 2022, we finalized the F-35 Low Rate Initial Production (LRIP) Lots 15-17 production
contract with the U.S. Government for up to 398 aircraft. The agreement includes 145 aircraft for Lot 15, 127 for Lot 16 and up
to 126 for a Lot 17 contract option. In 2022 we delivered 141 aircraft and had a backlog of 345 production aircraft, including
orders from our international partner countries and FMS customers. Since program inception we have delivered 894 production
F-35 aircraft to U.S. and international customers, including 648 F-35A variants, 178 F-35B variants, and 68 F-35C variants,
demonstrating the F-35 program’s continued progress and longevity.
COVID-19 and other impacts experienced by the F-35 enterprise have continued to impact our near-term production
plans. At the end of 2022, there was an issue with the Government Furnished Equipment (GFE) engine that resulted in a pause
in flight operations and 2022 aircraft deliveries were impacted. The delivery pause continues as flight operations remain on hold
and concurrently, GFE engine deliveries have been suspended. We will have greater clarity if changes to our 2023 aircraft
delivery expectation are required once the pause in flight operations and the GFE engine delivery suspension have been
resolved. As of January 2023, we plan on producing 147-153 aircraft in 2023 and 2024, and 2023 deliveries will be determined
pending the resumption of engine deliveries and other factors. We anticipate annual deliveries of 156 aircraft in 2025 and for
the foreseeable future.
Given the size and complexity of the F-35 program, we anticipate that there will be continual reviews related to aircraft
performance, program, and delivery schedule, cost, and requirements as part of the DoD, Congressional, and international
countries’ oversight, and budgeting processes. Current program challenges include our and our suppliers’ performance
(including COVID-19 performance-related challenges), software development, execution of future flight tests and findings
resulting from testing and operating the aircraft, the level of cost associated with life cycle operations, sustainment and potential
contractual obligations, inflation-related cost pressures, and the ability to improve affordability.
Backlog
At December 31, 2022, our backlog was $150.0 billion compared with $135.4 billion at December 31, 2021. Backlog is
converted into sales in future periods as work is performed or deliveries are made. We expect to recognize approximately 37%
33
of our backlog over the next 12 months and approximately 61% over the next 24 months as revenue, with the remainder
recognized thereafter.
Our backlog includes both funded (firm orders for our products and services for which funding has been both authorized
and appropriated by the customer) and unfunded (firm orders for which funding has not been appropriated) amounts. We do not
include unexercised options or potential orders under indefinite-delivery, indefinite-quantity (IDIQ) agreements in our backlog.
If any of our contracts with firm orders were to be terminated, our backlog would be reduced by the expected value of the
unfilled orders of such contracts. Funded backlog was $95.5 billion at December 31, 2022, as compared to $88.5 billion at
December 31, 2021. For backlog related to each of our business segments, see below.
Consolidated Results of Operations
Our operating cycle is primarily long term and involves many types of contracts for the design, development and
manufacture of products and related activities with varying delivery schedules. Consequently, the results of operations of a
particular year, or year-to-year comparisons of sales and profits, may not be indicative of future operating results. The
following discussions of comparative results among years should be reviewed in this context. All per share amounts cited in
these discussions are presented on a “per diluted share” basis, unless otherwise noted. Our consolidated results of operations
were as follows (in millions, except per share data):
Net sales
Cost of sales
Gross profit
Other income (expense), net
Operating profit
Interest expense
Non-service FAS pension (expense) income
Other non-operating (expense) income, net
Earnings from continuing operations before income taxes
Income tax expense
Net earnings from continuing operations
Net loss from discontinued operations
Net earnings
Diluted earnings (loss) per common share
Continuing operations
Discontinued operations
Total diluted earnings per common share
2021
2022
(57,697)
8,287
61
8,348
(623)
(971)
(74)
2020
$ 65,984 $ 67,044 $ 65,398
(56,744)
8,654
(10)
8,644
(591)
219
(37)
8,235
(1,347)
6,888
(55)
6,833
(57,983)
9,061
62
9,123
(569)
(1,292)
288
7,550
(1,235)
6,315
—
6,315 $
6,680
(948)
5,732
—
5,732 $
$
$
$
21.66 $
—
21.66 $
22.76 $
—
22.76 $
24.50
(0.20)
24.30
Certain amounts reported in other income (expense), net, including our share of earnings or losses from equity method
investees, are included in the operating profit of our business segments. Accordingly, such amounts are included in the
discussion of our business segment results of operations.
34
Net Sales
We generate sales from the delivery of products and services to our customers. Our consolidated net sales were as follows
(in millions):
Products
% of total net sales
Services
% of total net sales
Total net sales
2022
$ 55,466
2021
$ 56,435
2020
$ 54,928
84.1 %
84.2 %
84.0 %
10,518
10,609
10,470
15.9 %
15.8 %
16.0 %
$ 65,984
$ 67,044
$ 65,398
Substantially all of our contracts are accounted for using the percentage-of-completion cost-to-cost method. Under the
percentage-of-completion cost-to-cost method, we record net sales on contracts over time based upon our progress towards
completion on a particular contract, as well as our estimate of the profit to be earned at completion. The following discussion of
material changes in our consolidated net sales should be read in tandem with the subsequent discussion of changes in our
consolidated cost of sales and our business segment results of operations because changes in our sales are typically
accompanied by a corresponding change in our cost of sales due to the nature of the percentage-of-completion cost-to-cost
method. Overall, our sales were negatively affected in 2022 because of supply chain impacts.
Product Sales
Product sales decreased $1.0 billion, or 2%, in 2022 as compared to 2021. The decrease is primarily attributable to lower
product sales of approximately $670 million at RMS mostly due to lower production volume on Black Hawk and lower net
sales for training and logistics solutions (TLS) programs due to the delivery of an international pilot training system in the first
quarter of 2021; about $315 million at Space primarily due to the renationalization of AWE on June 30, 2021, partially offset
by higher development volume (Next Generation Interceptor (NGI)); and approximately $220 million at MFC primarily due to
lower volume on Terminal High Altitude Area Defense (THAAD) and air dominance weapon systems. These decreases were
partially offset by higher product sales of about $240 million at Aeronautics mostly due to higher volume on classified contracts
that were partially offset by lower volume on F-35 contracts.
Service Sales
Service sales decreased $91 million, or 1%, in 2022 as compared to 2021. The decrease in service sales was primarily due
to lower sales of approximately $155 million at MFC primarily due to lower volume on the Special Operations Forces Global
Logistics Support Services (SOF GLSS) program.
Cost of Sales
Cost of sales, for both products and services, consist of materials, labor, subcontracting costs and an allocation of indirect
costs (overhead and general and administrative), as well as the costs to fulfill our industrial cooperation agreements, sometimes
referred to as offset agreements, required under certain contracts with international customers. For each of our contracts, we
monitor the nature and amount of costs at the contract level, which form the basis for estimating our total costs to complete the
contract. Our consolidated cost of sales were as follows (in millions):
Cost of sales – products
% of product sales
Cost of sales – services
% of service sales
Severance and other charges
Other unallocated, net
Total cost of sales
2022
$ (49,577)
2021
$ (50,273)
2020
$ (48,996)
89.4 %
89.1 %
89.2 %
(9,280)
(9,463)
(9,371)
88.2 %
(100)
1,260
$ (57,697)
89.2 %
(36)
1,789
$ (57,983)
89.5 %
(27)
1,650
$ (56,744)
The following discussion of material changes in our consolidated cost of sales for products and services should be read in
tandem with the preceding discussion of changes in our consolidated net sales and our business segment results of operations.
Except for potential impacts to our programs resulting from COVID-19, supply chain disruptions and inflation, we have not
35
identified any additional developing trends in cost of sales for products and services that would have a material impact on our
future operations.
Product Costs
Product costs decreased approximately $696 million, or 1%, in 2022 as compared to 2021. The decrease was primarily
attributable to lower product costs of approximately $525 million at RMS mostly due to lower production volume on Black
Hawk and the delivery of an international pilot training system in the first quarter of 2021; about $195 million at MFC
primarily due to lower volume on air dominance weapon systems and THAAD; and approximately $165 million at Space
primarily due to the renationalization of AWE, partially offset by higher development volume (NGI). These decreases were
partially offset by higher product costs of about $185 million at Aeronautics mostly due to higher volume on classified
contracts that were partially offset by lower volume on F-35 contracts.
Service Costs
Service costs decreased approximately $183 million, or 2%, in 2022 compared to 2021. The decrease was primarily
attributable to lower service costs of approximately $160 million at MFC primarily due to lower volume on the SOF GLSS
program.
Severance and other charges
During the fourth quarter of 2022, we recorded charges totaling $100 million ($79 million, or $0.31 per share, after-tax)
that relate to actions at our RMS business segment, which include severance costs for reduction of positions and asset
impairment charges. After a strategic review of RMS, these actions will improve the efficiency of our operations, better align
the organization and cost structure with changing economic conditions, and changes in program lifecycles. During 2021, we
recorded severance and restructuring charges of $36 million ($28 million, or $0.10 per share, after-tax) associated with plans to
close and consolidate certain facilities and reduce the total workforce within our RMS business segment.
Other Unallocated, Net
Other unallocated, net primarily includes the FAS/CAS pension operating adjustment (which represents the difference
between CAS pension cost recorded in our business segments’ results of operations and the service cost component of Financial
Accounting Standards (FAS) pension expense), stock-based compensation expense, changes in the fair value of investments
and liabilities for deferred compensation plans and other corporate costs. These items are not allocated to the business segments
and, therefore, are not allocated to cost of sales for products or services. Other unallocated, net reduced cost of sales by
$1.3 billion in 2022, compared to $1.8 billion in 2021. Other unallocated, net during 2022 was lower primarily due to a
decrease in our FAS/CAS pension operating adjustment due to lower CAS cost from the American Rescue Plan Act of 2021
(ARPA) legislation, declines in the fair value of investments and liabilities for deferred compensation plans, and fluctuations in
costs associated with various corporate items, none of which were individually significant. See “Business Segment Results of
Operations” and “Critical Accounting Policies - Postretirement Benefit Plans” discussion below for more information on our
pension cost.
Other Income (Expense), Net
Other income (expense), net primarily includes earnings generated by equity method investees. Other income, net in 2022
was $61 million, compared to $62 million in 2021.
Interest Expense
Interest expense in 2022 was $623 million, compared to $569 million in 2021. The increase in interest expense in 2022
resulted primarily from the issuance of notes in October of 2022 to fund share repurchases. See “Capital Structure, Resources
and Other” included within “Liquidity and Cash Flows” discussion below and “Note 10 – Debt” included in our Notes to
Consolidated Financial Statements for a discussion of our debt.
Non-Service FAS Pension (Expense) Income
Non-service FAS pension expense was $1.0 billion in 2022, compared to $1.3 billion in 2021. Non-service FAS pension
expense in 2022 includes a noncash, non-operating pension settlement charge of $1.5 billion ($1.2 billion, or $4.33 per share,
after-tax), related to the transfer of $4.3 billion of our gross defined benefit pension obligations and related plan assets to an
insurance company in the second quarter of 2022. Non-service FAS pension expense in 2021 includes a noncash, non-operating
pension settlement charge of $1.7 billion ($1.3 billion, or $4.72 per share, after-tax), related to the transfer of $4.9 billion of our
36
gross defined benefit pension obligations and related plan assets to an insurance company in the third quarter of 2021. See
“Note 11 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements for additional
information.
Other Non-operating (Expense) Income, Net
Other non-operating (expense) income, net primarily includes gains or losses related to changes in the fair value of mark-
to-market investments. See “Note 1 – Organization and Significant Accounting Policies” included in our Notes to Consolidated
Financial Statements for additional information. Other non-operating expense, net in 2022 was $74 million, compared to other
non-operating income, net of $288 million in 2021. The decrease in 2022 was primarily due to decreases in the fair value of
certain mark-to-market investments.
Income Tax Expense
Our effective income tax rate was 14.2% for 2022 and 16.4% for 2021. The rate for 2022 was lower than the rate for 2021
primarily due to increased research and development tax credits. The rates for both 2022 and 2021 benefited from tax
deductions for foreign derived intangible income, dividends paid to the company's defined contribution plans with an employee
stock ownership plan feature, and employee equity awards.
Changes in U.S. (federal or state) or foreign tax laws and regulations, or their interpretation and application (including
those with retroactive effect), such as the amortization for research or experimental expenditures, could significantly impact our
provision for income taxes, the amount of taxes payable, our deferred tax asset and liability balances, and stockholders’ equity.
In addition to future changes in tax laws, the amount of net deferred tax assets will change periodically based on several factors,
including the measurement of our postretirement benefit plan obligations, actual cash contributions to our postretirement benefit
plans and the change in the amount or reevaluation of uncertain tax positions.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development
expenditures immediately in the year incurred and requires taxpayers to amortize such expenditures over five years for tax
purposes. This provision resulted in a cash tax liability for the 2022 tax year of approximately $660 million. Our net deferred
tax assets increased in 2022 by approximately $660 million as a result as well. This provision is expected to increase our 2023
cash tax liability by approximately $575 million. The actual impact on 2023 cash tax liability will depend on the amount of
research and development expenses paid or incurred in 2023 among other factors. While the largest impact of this provision
will be to 2022 cash tax liability, the impact will continue over the five-year amortization period, but will decrease over the
period and be immaterial in year six.
As of December 31, 2021, our liabilities associated with uncertain tax positions were not material. As of December 31,
2022, our liabilities associated with uncertain tax positions increased to $1.6 billion with a corresponding increase to net
deferred tax assets primarily as a result of the provision described above from the Tax Cuts and Jobs Act of 2017. See “Note 9 –
Income Taxes” included in our Notes to Consolidated Financial Statements for additional information.
We are regularly under audit or examination by tax authorities, including foreign tax authorities (including in, amongst
others, Australia, Canada, India, Italy, Japan, Poland, and the United Kingdom). The final determination of tax audits and any
related litigation could similarly result in unanticipated increases in our tax expense and affect profitability and cash flows.
On August 16, 2022, the President signed into law the Inflation Reduction Act of 2022 which contained provisions
effective January 1, 2023, including a 15% corporate minimum tax and a 1% excise tax on stock buybacks, both of which we
expect to be immaterial to our financial results, financial position and cash flows.
Net Earnings
We reported net earnings of $5.7 billion ($21.66 per share) in 2022 and $6.3 billion ($22.76 per share) in 2021. Both net
earnings and earnings per share in 2022 were affected by the factors mentioned above. Earnings per share also benefited from a
net decrease of approximately 12.8 million weighted average common shares outstanding in 2022, compared to 2021. The
reduction in weighted average common shares was a result of share repurchases, partially offset by share issuance under our
stock-based awards and certain defined contribution plans.
37
Business Segment Results of Operations
We operate in four business segments: Aeronautics, MFC, RMS and Space. We organize our business segments based on
the nature of products and services offered.
Net sales and operating profit of our business segments exclude intersegment sales, cost of sales, and profit as these
activities are eliminated in consolidation and not included in management’s evaluation of performance of each segment.
Business segment operating profit includes our share of earnings or losses from equity method investees as the operating
activities of the equity method investees are closely aligned with the operations of our business segments. United Launch
Alliance (ULA), results of which are included in our Space business segment, is our largest equity method investee.
Business segment operating profit also excludes the FAS/CAS pension operating adjustment described below, a portion of
corporate costs not considered allowable or allocable to contracts with the U.S. Government under the applicable U.S.
Government cost accounting standards (CAS) or federal acquisition regulations (FAR), and other items not considered part of
management’s evaluation of segment operating performance such as a portion of management and administration costs, legal
fees and settlements, environmental costs, changes in the fair value of certain mark-to-market investments, stock-based
compensation expense, changes in the fair value of investments and liabilities for deferred compensation plans, retiree benefits,
significant severance actions, significant asset impairments, gains or losses from divestitures, and other miscellaneous corporate
activities.
Excluded items are included in the reconciling item “Unallocated items” between operating profit from our business
segments and our consolidated operating profit. See “Note 1 – Organization and Significant Accounting Policies” for a
discussion related to certain factors that may impact the comparability of net sales and operating profit of our business
segments.
38
Summary operating results for each of our business segments were as follows (in millions):
2022
2021
2020
Net sales
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
Total net sales
Operating profit
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
Total business segment operating profit
Unallocated items
FAS/CAS pension operating adjustment
Severance and other charges (a)
Other, net (b)
Total unallocated, net
Total consolidated operating profit
$ 26,987 $ 26,748 $ 26,266
11,257
15,995
11,880
$ 65,984 $ 67,044 $ 65,398
11,693
16,789
11,814
11,317
16,148
11,532
$
$
2,866 $
1,635
1,673
1,045
7,219
1,709
(100)
(480)
1,129
8,348 $
2,799 $
1,648
1,798
1,134
7,379
1,960
(36)
(180)
1,744
9,123 $
2,843
1,545
1,615
1,149
7,152
1,876
(27)
(357)
1,492
8,644
(a)
See “Consolidated Results of Operations – Severance and Other Charges” discussion above for information on charges related to certain
severance and other actions across our organization.
(b) Other, net in 2020 includes a noncash impairment charge of $128 million recognized on our investment in the international equity
method investee, Advanced Military Maintenance, Repair and Overhaul Center (AMMROC). (See “Note 1 – Organization and
Significant Accounting Policies” included in our Notes to Consolidated Financial Statements for more information).
Our business segments’ results of operations include pension expense only as calculated under U.S. Government Cost
Accounting Standards (CAS), which we refer to as CAS pension cost. We recover CAS pension and other postretirement
benefit plan cost through the pricing of our products and services on U.S. Government contracts and, therefore, recognize CAS
pension cost in each of our business segment’s net sales and cost of sales. Our consolidated financial statements must present
pension and other postretirement benefit plan (expense) income calculated in accordance with Financial Accounting Standards
(FAS) requirements under U.S. GAAP. The operating portion of the total FAS/CAS pension adjustment represents the
difference between the service cost component of FAS pension (expense) income and total CAS pension cost. The non-service
FAS pension (expense) income components are included in non-service FAS pension (expense) income in our consolidated
statements of earnings. As a result, to the extent that CAS pension cost exceeds the service cost component of FAS pension
(expense) income, we have a favorable FAS/CAS pension operating adjustment.
39
The total FAS/CAS pension adjustments, including the service and non-service cost components of FAS pension (expense)
income for our qualified defined benefit pension plans, were as follows (in millions):
2022
2021
2020
Total FAS (expense) income and CAS cost
FAS pension (expense) income
Less: CAS pension cost
Total FAS/CAS pension adjustment
Service and non-service cost reconciliation
FAS pension service cost
Less: CAS pension cost
Total FAS/CAS pension operating adjustment
Non-service FAS pension (expense) income
Total FAS/CAS pension adjustment
$ (1,058) $ (1,398) $
1,796
$
738 $
2,066
118
1,977
668 $ 2,095
$
(87) $
1,796
1,709
(971)
738 $
$
(106) $
2,066
1,960
(1,292)
(101)
1,977
1,876
219
668 $ 2,095
The total FAS/CAS pension adjustment in 2022 reflects a noncash, non-operating pension settlement charge of
$1.5 billion ($1.2 billion, or $4.33 per share, after-tax) recognized in connection with the transfer of $4.3 billion of our gross
defined benefit pension obligations and related plan assets to an insurance company in the second quarter of 2022. The total
FAS/CAS pension adjustment in 2021 reflects a noncash, non-operating pension settlement charge of $1.7 billion ($1.3 billion,
or $4.72 per share, after-tax) recognized in connection with the transfer of $4.9 billion of our gross defined benefit pension
obligations and related plan assets to an insurance company in the third quarter of 2021. See “Note 11 – Postretirement Benefit
Plans” included in our Notes to Consolidated Financial Statements.
The following segment discussions also include information relating to backlog for each segment. Backlog was
approximately $150.0 billion and $135.4 billion at December 31, 2022 and 2021. These amounts included both funded backlog
(firm orders for which funding has been both authorized and appropriated by the customer) and unfunded backlog (firm orders
for which funding has not yet been appropriated). Backlog does not include unexercised options or task orders to be issued
under indefinite-delivery, indefinite-quantity contracts. Funded backlog was approximately $95.5 billion at December 31, 2022,
as compared to $88.5 billion at December 31, 2021. If any of our contracts with firm orders were to be terminated, our backlog
would be reduced by the expected value of the unfilled orders of such contracts.
Management evaluates performance on our contracts by focusing on net sales and operating profit and not by type or
amount of operating expense. Consequently, our discussion of business segment performance focuses on net sales and operating
profit, consistent with our approach for managing the business. This approach is consistent throughout the life cycle of our
contracts, as management assesses the bidding of each contract by focusing on net sales and operating profit and monitors
performance on our contracts in a similar manner through their completion.
We regularly provide customers with reports of our costs as the contract progresses. The cost information in the reports is
accumulated in a manner specified by the requirements of each contract. For example, cost data provided to a customer for a
product would typically align to the subcomponents of that product (such as a wing-box on an aircraft) and for services would
align to the type of work being performed (such as aircraft sustainment). Our contracts generally allow for the recovery of costs
in the pricing of our products and services. Most of our contracts are bid and negotiated with our customers under
circumstances in which we are required to disclose our estimated total costs to provide the product or service. This approach for
negotiating contracts with our U.S. Government customers generally allows for recovery of our actual costs plus a reasonable
profit margin. We also may enter into long-term supply contracts for certain materials or components to coincide with the
production schedule of certain products and to ensure their availability at known unit prices.
Many of our contracts span several years and include highly complex technical requirements. At the outset of a contract,
we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract and assess the
effects of those risks on our estimates of total costs to complete the contract. The estimates consider the technical requirements
(e.g., a newly-developed product versus a mature product), the schedule and associated tasks (e.g., the number and type of
milestone events) and costs (e.g., material, labor, subcontractor, overhead and the estimated costs to fulfill our industrial
cooperation agreements, sometimes referred to as offset agreements, required under certain contracts with international
customers). The initial profit booking rate of each contract considers risks surrounding the ability to achieve the technical
requirements, schedule and costs in the initial estimated total costs to complete the contract and variable considerations. Profit
booking rates may increase during the performance of the contract if we successfully retire risks related to the technical,
40
schedule and cost aspects of the contract, which decreases the estimated total costs to complete the contract. Conversely, our
profit booking rates may decrease if the estimated total costs to complete the contract increase. All of the estimates are subject
to change during the performance of the contract and may affect the profit booking rate. For further discussion on fixed-price
contracts, see “Note 1 – Organization and Significant Accounting Policies” included in our Notes to Consolidated Financial
Statements.
We have a number of programs that are designated as classified by the U.S. Government which cannot be specifically
described. The operating results of these classified programs are included in our consolidated and business segment results and
are subjected to the same oversight and internal controls as our other programs.
Our net sales are primarily derived from long-term contracts for products and services provided to the U.S. Government
as well as FMS contracted through the U.S. Government. We recognize revenue as performance obligations are satisfied and
the customer obtains control of the products and services. For performance obligations to deliver products with continuous
transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the
performance obligation, generally using the percentage-of-completion cost-to-cost measure of progress for our contracts
because it best depicts the transfer of control to the customer as we incur costs on our contracts. For performance obligations in
which control does not continuously transfer to the customer, we recognize revenue at the point in time in which each
performance obligation is fully satisfied.
Changes in net sales and operating profit generally are expressed in terms of volume. Changes in volume refer to
increases or decreases in sales or operating profit resulting from varying production activity levels, deliveries or service levels
on individual contracts. Volume changes in segment operating profit are typically based on the current profit booking rate for a
particular contract.
In addition, comparability of our segment sales, operating profit and operating margin may be impacted favorably or
unfavorably by changes in profit booking rates on our contracts for which we recognize revenue over time using the
percentage-of-completion cost-to-cost method to measure progress towards completion. Increases in the profit booking rates,
typically referred to as favorable profit adjustments, usually relate to revisions in the estimated total costs to fulfill the
performance obligations that reflect improved conditions on a particular contract. Conversely, conditions on a particular
contract may deteriorate, resulting in an increase in the estimated total costs to fulfill the performance obligations and a
reduction in the profit booking rate and are typically referred to as unfavorable profit adjustments. Increases or decreases in
profit booking rates are recognized in the current period they are determined and reflect the inception-to-date effect of such
changes. Segment operating profit and margin may also be impacted favorably or unfavorably by other items, which may or
may not impact sales. Favorable items may include the positive resolution of contractual matters, cost recoveries on severance
and restructuring, insurance recoveries and gains on sales of assets. Unfavorable items may include the adverse resolution of
contractual matters; COVID-19 impacts or supply chain disruptions; restructuring charges (except for significant severance
actions, which are excluded from segment operating results); reserves for disputes; certain asset impairments; and losses on
sales of certain assets.
Our consolidated net profit booking rate adjustments increased segment operating profit by approximately $1.8 billion in
2022 and $2.0 billion in 2021. The consolidated net profit booking rate adjustments in 2022 compared to 2021 decreased
primarily due to decreases in profit booking rate adjustments at Space, RMS and MFC offset by an increase in Aeronautics. The
consolidated net adjustments for 2022 and 2021 are inclusive of approximately $780 million and $900 million in unfavorable
items, which include reserves for a classified program at Aeronautics, various programs at RMS and a ground solutions
program at Space.
We periodically experience performance issues and record losses for certain programs. For further discussion on programs
at Aeronautics and RMS, see “Note 1 – Organization and Significant Accounting Policies” included in our Notes to
Consolidated Financial Statements for more information.
41
We have contracted with the Canadian Government for the Canadian Maritime Helicopter Program at our RMS business
segment that provide for design, development, and production of CH-148 aircraft (the Original Equipment contract), which is a
military variant of the S-92 helicopter, and for logistical support to the fleet (the In Service Support contract) over an extended
time period. The program has experienced performance issues, including delays in the final aircraft deliveries from the original
contract requirement, and to date the Royal Canadian Air Force’s flight hours have been less than originally anticipated, which
has impacted program revenues and the recovery of our costs under this program. Future sales and recovery of existing and
future costs under the program are highly dependent upon achieving a certain number of flight hours, which could be adversely
impacted by aircraft availability and performance, and the availability of Canadian government resources. We are currently in
discussions with the Canadian Government to potentially restructure certain contractual terms and conditions that may be
beneficial to both parties. Future performance issues or changes in our estimates due to revised contract scope or customer
requirements may affect our ability to recover our costs and may result in a loss that could be material to our operating results.
We also have a number of contracts with Türkish industry for the Türkish Utility Helicopter Program (TUHP), which
anticipates co-production with Türkish industry for production of T70 helicopters for use in Türkiye, as well as the related
provision of Türkish goods and services under buy-back or offset obligations, to include the future sales of helicopters built in
Türkiye for sale globally. The U.S. Government has imposed certain sanctions on Türkish entities and persons that has affected
our ability to perform under contracts supporting the Türkish Utility Helicopter Program. As a result of the sanctions, we have
provided force majeure notices under the affected contracts and these contracts may be restructured or terminated, either in
whole or in part, which could result in a further reduction in sales, the imposition of penalties or assessment of damages, and
increased unrecoverable costs, which could have an adverse effect on our financial results.
Aeronautics
Our Aeronautics business segment is engaged in the research, design, development, manufacture, integration, sustainment,
support and upgrade of advanced military aircraft, including combat and air mobility aircraft, unmanned air vehicles and related
technologies. Aeronautics’ major programs include the F-35 Lightning II, C-130 Hercules, F-16 Fighting Falcon and F-22
Raptor. Aeronautics’ operating results included the following (in millions):
Net sales
Operating profit
Operating margin
Backlog at year-end
2022
$ 26,987
2,866
2021
$ 26,748
2,799
2020
$ 26,266
2,843
10.6 %
10.5 %
10.8 %
$ 56,630
$ 49,118
$ 56,551
Aeronautics’ net sales in 2022 increased $239 million, or 1%, compared to 2021. Net sales increased by approximately
$375 million on classified contracts primarily due to higher volume; about $80 million for the F-22 program due to higher net
favorable profit adjustments; and approximately $55 million for the F-16 program due to higher volume on production contracts
that was partially offset by lower volume on sustainment contracts and unfavorable profit adjustments on a production contract
and modernization contracts. These increases were partially offset by a decrease of about $310 million for the F-35 program
due to lower volume and favorable profit adjustments on sustainment and production contracts that were partially offset by
higher volume on development contracts.
Aeronautics’ operating profit in 2022 increased $67 million, or 2%, compared to 2021. Operating profit increased
approximately $145 million on classified contracts primarily due to lower unfavorable profit adjustments on a classified
program ($45 million in 2022 compared to $225 million in 2021) that were partially offset by lower favorable profit
adjustments; and about $100 million for the F-22 program due to higher net favorable profit adjustments. These increases were
partially offset by lower operating profit of approximately $110 million for the F-16 program due to unfavorable profit
adjustments in 2022 on a production contract and modernization contracts; and about $80 million for the F-35 program due to
lower net favorable profit adjustments on production and sustainment contracts and volume on sustainment contracts. Net
favorable profit booking rate adjustments were $30 million higher in 2022 compared to 2021.
Backlog
Backlog increased in 2022 compared to 2021 primarily due to the delay of F-35 Lot 15 award from 2021 to 2022 and the
award of the F-35 Lot 16 contract in December 2022.
42
Missiles and Fire Control
Our MFC business segment provides air and missile defense systems; tactical missiles and air-to-ground precision strike
weapon systems; logistics; fire control systems; mission operations support, readiness, engineering support and integration
services; manned and unmanned ground vehicles; and energy management solutions. MFC’s major programs include PAC-3,
THAAD, Multiple Launch Rocket System (MLRS), Hellfire, Joint Air-to-Surface Standoff Missile (JASSM), Apache fire
control system, Sniper Advanced Targeting Pod (SNIPER®), Infrared Search and Track (IRST21®) and Special Operations
Forces Global Logistics Support Services (SOF GLSS). MFC’s operating results included the following (in millions):
Net sales
Operating profit
Operating margin
Backlog at year-end
2022
2021
2020
$ 11,317
$ 11,693
$ 11,257
1,635
1,648
1,545
14.4 %
14.1 %
13.7 %
$ 28,735
$ 27,021
$ 29,183
MFC’s net sales in 2022 decreased $376 million, or 3%, compared to 2021. The decrease was primarily attributable to
lower net sales of approximately $280 million for sensors and global sustainment programs due to lower volume on SOF GLSS
as a result of changes in mission requirements and lower volume on SNIPER®; and about $60 million for integrated air and
missile defense programs due to lower volume (THAAD) and lower net favorable profit adjustments (PAC-3) that were
partially offset by higher volume (PAC-3). Net sales for tactical and strike missile programs were comparable as higher volume
(PrSM) was offset by lower volume (air dominance weapon systems).
MFC’s operating profit in 2022 decreased $13 million, or 1%, compared to 2021. The decrease was primarily attributable
to lower operating profit of approximately $85 million for integrated air and missile defense programs due to lower net
favorable profit adjustments for the PAC-3 program and an unfavorable profit adjustment of about $40 million on an air and
missile defense development program. This decrease was partially offset by an increase of about $50 million for tactical and
strike missile programs due to contract mix and higher net favorable profit adjustments (an international tactical and strike
missile program and HIMARS) that were partially offset by an unfavorable profit adjustment of about $25 million on an air-to-
ground missile program. There also were unfavorable profit adjustments of approximately $25 million on an energy program in
2021 that did not recur in 2022. Operating profit for sensors and global sustainment programs was comparable as both contract
mix and the net effect of favorable profit adjustments on an international program in 2022 were offset by the closeout activities
related to the Warrior program in 2021 that did not recur in 2022. Net favorable profit booking rate adjustments were $45
million lower in 2022 compared to 2021.
Backlog
Backlog increased in 2022 compared to 2021 primarily due to higher orders on precision fires (GMLRS) and THAAD
programs.
Rotary and Mission Systems
RMS designs, manufactures, services and supports various military and commercial helicopters, surface ships, sea and
land-based missile defense systems, radar systems, sea and air-based mission and combat systems, command and control
mission solutions, cyber solutions, and simulation and training solutions. RMS’ major programs include Aegis Combat System,
Littoral Combat Ship (LCS), Multi-Mission Surface Combatant (MMSC), Black Hawk and Seahawk helicopters, CH-53K King
Stallion heavy lift helicopter, Combat Rescue Helicopter (CRH), VH-92A helicopter, and the C2BMC program.
On December 5, 2022, the U.S. Army selected Sikorsky’s competitor in the Future Long Range Assault Aircraft
Competition, a component of its Future Vertical Lift initiative to replace a portion of its assault and utility helicopter fleet. On
December 28, 2022, Sikorsky, on behalf of Team DEFIANT, filed a protest challenging the U.S. Army’s decision, and a ruling
is expected on or before April 7, 2023 based on the 100-day deadline. Sikorsky remains one of two competitors for the other
component of the Future Vertical Lift initiative, the Future Attack Reconnaissance Aircraft competition.
43
RMS’ operating results included the following (in millions):
Net sales
Operating profit
Operating margin
Backlog at year-end
2022
2021
2020
$ 16,148
$ 16,789
$ 15,995
1,673
1,798
1,615
10.4 %
10.7 %
10.1 %
$ 34,949
$ 33,700
$ 36,249
RMS’ net sales in 2022 decreased $641 million, or 4%, compared to 2021. The decrease was primarily attributable to lower
net sales of approximately $280 million for TLS programs primarily due to the delivery of an international pilot training system
in the first quarter of 2021 that did not recur in 2022; about $205 million for various C6ISR programs due to lower volume; and
approximately $170 million for Sikorsky helicopter programs due to lower production volume (Black Hawk) that was partially
offset by higher production volume (CH-53K).
RMS’ operating profit in 2022 decreased $125 million, or 7%, compared to 2021. The decrease was primarily attributable
to approximately $70 million for Sikorsky helicopter programs due to lower production volume and net favorable profit
adjustments (Black Hawk) that were partially offset by higher net favorable profit adjustments (CRH); about $50 million for
various C6ISR programs due to lower net favorable profit adjustments; and approximately $15 million for integrated warfare
systems and sensors (IWSS) programs due to lower net favorable profit adjustments (TPQ-53 and Aegis) that were partially
offset by $30 million of unfavorable profit adjustments on a ground-based radar program in 2021 that did not recur in 2022.
These decreases were partially offset by an increase of approximately $35 million for TLS programs due to higher net favorable
profit adjustments that were partially offset by lower volume due to the delivery of an international pilot training system in the
first quarter of 2021 that did not recur in 2022. Net favorable profit booking rate adjustments were $65 million lower in 2022
compared to 2021.
Backlog
Backlog increased in 2022 compared to 2021 primarily due to higher orders on Sikorsky programs.
Space
Our Space business segment is engaged in the research and design, development, engineering and production of satellites,
space transportation systems, and strategic, advanced strike and defensive systems. Space provides network-enabled situational
awareness and integrates complex space and ground global systems to help our customers gather, analyze, and securely
distribute critical intelligence data. Space is also responsible for various classified systems and services in support of vital
national security systems. Space’s major programs include the Trident II D5 Fleet Ballistic Missile (FBM), Orion Multi-
Purpose Crew Vehicle (Orion), Space Based Infrared System (SBIRS) and Next Generation Overhead Persistent Infrared (Next
Gen OPIR) system, Global Positioning System (GPS) III, hypersonics programs and Next Generation Interceptor (NGI).
Operating profit for our Space business segment includes our share of earnings for our investment in ULA, which provides
expendable launch services to the U.S. Government and commercial customers. Space’s operating results included the
following (in millions):
Net sales
Operating profit
Operating margin
Backlog at year-end
2022
$ 11,532
1,045
2021
$ 11,814
1,134
2020
$ 11,880
1,149
9.1 %
9.6 %
9.7 %
$ 29,684
$ 25,516
$ 25,148
Space’s net sales in 2022 decreased $282 million, or 2%, compared to 2021. The decrease was primarily attributable to
lower net sales of approximately $885 million due to the renationalization of the AWE program on June 30, 2021, which was
no longer included in our financial results beginning in the third quarter of 2021; and about $125 million for commercial civil
space programs due to lower volume (Orion). These decreases were partially offset by higher net sales of about $495 million
for strategic and missile defense programs due to higher development volume (NGI); and about $245 million for national
security space programs due to higher development volume (classified programs).
Space’s operating profit in 2022 decreased $89 million, or 8%, compared to 2021. The decrease was primarily attributable
to approximately $85 million for national security space programs primarily due to lower net favorable profit adjustments
(classified programs and SBIRS) that were partially offset by lower net unfavorable profit adjustments of $25 million on a
44
ground solutions program; and about $40 million for commercial civil space programs due to lower net favorable profit
adjustments (Human Lander System (HLS)) and lower volume (Orion). These decreases were partially offset by higher equity
earnings of approximately $35 million from the company's investment in ULA due to higher launch volume and launch mix;
and about $20 million for strategic and missile defense programs due to higher net favorable profit adjustments (primarily
NGI). Operating profit for the AWE program was comparable as its operating profit in 2021 was mostly offset by accelerated
amortization expense for intangible assets as a result of the renationalization. Net favorable profit booking rate adjustments
were $150 million lower in 2022 compared to 2021.
Equity earnings
Total equity earnings (primarily ULA) represented approximately $100 million and $65 million, or 10% and 6%, of
Space’s operating profit during 2022 and 2021.
Backlog
Backlog increased in 2022 compared to 2021 primarily due to the exercise of the Orion Production Contract option for
Artemis VI-VIII in commercial civil space and contract awards in national security space (Southern Positioning Augmentation
Network (SouthPan) and classified).
Liquidity and Cash Flows
As of December 31, 2022, we had cash and cash equivalents of $2.5 billion. Our principal source of liquidity is our cash
from operations. However, we also have access to credit markets, if needed, for liquidity or general corporate purposes,
including share repurchases. This access includes our $3.0 billion revolving credit facility or the ability to issue commercial
paper, and letters of credit to support customer advance payments and for other trade finance purposes such as guaranteeing our
performance on particular contracts. We believe our cash and cash equivalents, our expected cash flow generated from
operations and our access to credit markets will be sufficient to meet our cash requirements and cash deployment plans over the
next twelve months and beyond based on our current business plans.
Cash received from customers, either from the payment of invoices for work performed or for advances from non-U.S.
government customers in excess of costs incurred, is our primary source of cash from operations. We generally do not begin
work on contracts until funding is appropriated by the customer. However, from time to time, we fund customer programs
ourselves pending government appropriations. If we incur costs in excess of funds obligated on the contract or in advance of a
contract award, this negatively affects our cash flows and we may be at risk for reimbursement of the excess costs.
Billing timetables and payment terms on our contracts vary based on a number of factors, including the contract type. We
generally bill and collect cash more frequently under cost-reimbursable contracts, which represented approximately 38% of the
sales we recorded in 2022, as we are authorized to bill as the costs are incurred. A number of our fixed-price contracts may
provide for performance-based payments, which allow us to bill and collect cash as we perform on the contract. The amount of
performance-based payments and the related milestones are encompassed in the negotiation of each contract. The timing of
such payments may differ from the timing of the costs incurred related to our contract performance, thereby affecting our cash
flows.
The U.S. Government has indicated that it would consider progress payments as the baseline for negotiating payment terms
on fixed-price contracts, rather than performance-based payments. In contrast to negotiated performance-based payment terms,
progress payment provisions correspond to a percentage of the amount of costs incurred during the performance of the contract
and are invoiced regularly as costs are incurred. Our cash flows may be affected if the U.S. Government changes its payment
policies or decides to withhold payments on our billings. While the impact of policy changes or withholding payments may
delay the receipt of cash, the cumulative amount of cash collected during the life of the contract should not vary.
To date, the effects of COVID-19 have resulted in some negative impacts on our cash flows, partially due to supplier
disruptions and delays. The U.S. Government has taken certain actions and enacted legislation to mitigate the impacts of
COVID-19 on public health, the economy, state and local governments, individuals, and businesses. Since the pandemic began,
Lockheed Martin has remained committed to accelerating payments to the supply chain with a focus on small and at risk
businesses. As of December 31, 2022, we have accelerated $1.5 billion of payments to our suppliers that are due by their terms
in future periods. We will continue to monitor supply chain risks, especially at small and at-risk related suppliers, and may
continue to utilize accelerated payments in 2023 on an as needed basis.
In addition, we have a balanced cash deployment strategy to invest in our business and key technologies to provide our
customers with enhanced capabilities, enhance stockholder value, and position ourselves to take advantage of new business
45
opportunities when they arise. Consistent with that strategy, we have continued to invest in our business and technologies
through capital expenditures, independent research and development, and selective business acquisitions and investments.
We have returned cash to stockholders through dividends and share repurchases. On October 17, 2022, the Board of
Directors authorized an additional $14.0 billion to the program. During the fourth quarter of 2022, we entered into an
accelerated share repurchase (ASR) agreement to repurchase $4.0 billion of our common stock and issued $4.0 billion of senior
unsecured notes. As of December 31, 2022, the total remaining authorization for future common share repurchases under our
program was $10.0 billion, which is expected to be utilized over a three-year period. We expect to fund the repurchases through
a combination of cash from operations and the issuance of additional debt. The stock repurchase program does not have an
expiration date and may be amended or terminated by the Board of Directors at any time. The amount of shares ultimately
purchased and the timing of purchases are at the discretion of management and subject to compliance with applicable law and
regulation.
We continue to actively manage our debt levels, including maturities and interest rates, as evidenced by the debt transaction
in the second quarter of 2022, the proceeds of which were used to refinance certain upcoming debt maturities between 2023 and
2026. We also actively manage our pension obligations and expect to continue to opportunistically manage our pension
liabilities through the purchase of group annuity contracts for portions of our outstanding defined benefit pension obligations
using assets from the pension trust as we did in the second quarter of 2022. See “Note 11 – Postretirement Benefit Plans”
included in our Notes to Consolidated Financial Statements for additional information. Future pension risk transfer transactions
could also be significant and result in us making additional contributions to the pension trust.
The following table provides a summary of our cash flow information followed by a discussion of the key elements
(in millions):
Cash and cash equivalents at beginning of year
Operating activities
Net earnings
Noncash adjustments
Changes in working capital
Other, net
Net cash provided by operating activities
Net cash used for investing activities
Net cash used for financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at end of year
Operating Activities
2022
3,604 $
2021
3,160 $
2020
1,514
$
5,732
2,455
(733)
348
7,802
(1,789)
(7,070)
(1,057)
2,547 $
6,315
3,109
9
(212)
9,221
(1,161)
(7,616)
444
3,604 $
6,833
1,726
101
(477)
8,183
(2,010)
(4,527)
1,646
3,160
$
Net cash provided by operating activities decreased $1.4 billion in 2022 compared to 2021. The decrease was primarily
attributable to lower cash at Aeronautics, MFC and RMS. The decrease at Aeronautics was primarily due to timing of
production and billing cycles impacting contract assets (primarily F-35). The decrease at MFC was primarily due to timing of
accounts receivables collections. The decrease at RMS was primarily due to liquidation of inventories (primarily TLS and
Sikorsky helicopter programs) in 2021 that did not recur in 2022. As of December 31, 2022, we accelerated $1.5 billion of
payments to suppliers that were due in the first quarter of 2023, compared to $2.2 billion of payments to suppliers as of
December 31, 2021 that were due in the first quarter of 2022. Our federal and foreign income tax payments, net of refunds,
were $1.6 billion in 2022, compared to $1.4 billion in 2021.
Non-GAAP Financial Measure - Free Cash Flow
Free cash flow is a non-GAAP financial measure that we define as cash from operations less capital expenditures. Our
capital expenditures are comprised of equipment and facilities infrastructure and information technology (inclusive of costs for
the development or purchase of internal-use software that are capitalized). We use free cash flow to evaluate our business
performance and overall liquidity, as well as a performance goal in our annual and long-term incentive plans. We believe free
cash flow is a useful measure for investors because it represents the amount of cash generated from operations after reinvesting
in the business and that may be available to return to stockholders and creditors (through dividends, stock repurchases and debt
repayments) or available to fund acquisitions and other investments. The entire amount of free cash flow is not necessarily
available for discretionary expenditures, however, because it does not account for certain mandatory expenditures, such as the
46
repayment of maturing debt and pension contributions. While management believes that free cash flow as a non-GAAP
financial measure may be useful in evaluating our financial performance, it should be considered supplemental to, and not a
substitute for, financial information prepared in accordance with GAAP and may not be comparable to similarly titled measures
used by other companies.
The following table reconciles net cash provided by operating activities to free cash flow (in millions):
Cash from operations
Capital expenditures
Free cash flow
Investing Activities
2022
7,802
(1,670)
6,132
$
$
2021
9,221
(1,522)
7,699
$
$
2020
8,183
(1,766)
6,417
$
$
Cash flows related to investing activities primarily include capital expenditures and payments for acquisitions and
divestitures of businesses and investments. The majority of our capital expenditures are for equipment and facilities
infrastructure that generally are incurred to support new and existing programs across all of our business segments. We also
incur capital expenditures for information technology to support programs and general enterprise information technology
infrastructure, inclusive of costs for the development or purchase of internal-use software.
Net cash used for investing activities increased $628 million in 2022 compared to 2021. The increase in cash used for
investing activities is due to an increase in capital expenditures and the receipt of $307 million in 2021 from the sale of our
ownership interest in the Advanced Military Maintenance, Repair and Overhaul Center (AMMROC) joint venture. Capital
expenditures totaled $1.7 billion and $1.5 billion in 2022 and 2021.
Financing Activities
Net cash used for financing activities decreased $546 million in 2022 compared to 2021, primarily due to repayment of
$500 million of long-term notes in 2021.
We paid dividends totaling $3.0 billion ($11.40 per share) in 2022 and $2.9 billion ($10.60 per share) in 2021. We paid
quarterly dividends of $2.80 per share during each of the first three quarters of 2022 and $3.00 per share during the fourth
quarter of 2022. We paid quarterly dividends of $2.60 per share during each of the first three quarters of 2021 and $2.80 per
share during the fourth quarter of 2021.
During 2022, we paid $7.9 billion to repurchase 18.3 million shares of our common stock. See “Note 12 – Stockholders’
Equity” included in our Notes to Consolidated Financial Statements for additional information. During 2021, we paid
$4.1 billion to repurchase 11.7 million shares of our common stock.
In October 2022, we received net proceeds of $3.9 billion from issuance of senior unsecured notes and used the net
proceeds from the offering to enter into an ASR agreement to repurchase $4.0 billion of our common stock. See “Note 10 –
Debt” included in our Notes to Consolidated Financial Statements for additional information.
In May 2022, we received net proceeds of $2.3 billion from issuance of senior unsecured notes and used the net proceeds
from the offering to redeem all of the outstanding $500 million Notes due 2023, $750 million Notes due 2025 and used the
remaining balance of the net proceeds to redeem $1.0 billion of our outstanding $2.0 billion Notes due 2026.
In September 2021, we repaid $500 million of long-term notes with a fixed interest rate of 3.35% according to their
scheduled maturities.
Capital Structure, Resources and Other
At December 31, 2022, we held cash and cash equivalents of $2.5 billion that were generally available to fund ordinary
business operations without significant legal, regulatory, or other restrictions.
Our outstanding debt, net of unamortized discounts and issuance costs, was $15.5 billion as of December 31, 2022 and is in
the form of publicly-issued notes that bear interest at fixed rates. As of December 31, 2022, we were in compliance with all
covenants contained in our debt and credit agreements. See “Note 10 – Debt” included in our Notes to Consolidated Financial
Statements for more information on our long-term debt and revolving credit facilities.
47
We actively seek to finance our business in a manner that preserves financial flexibility while minimizing borrowing costs
to the extent practicable. We review changes in financial market and economic conditions to manage the types, amounts and
maturities of our indebtedness. We may at times refinance existing indebtedness, vary our mix of variable-rate and fixed-rate
debt or seek alternative financing sources for our cash and operational needs.
Long-Term Debt
On October 24, 2022, we issued a total of $4.0 billion of senior unsecured notes, consisting of $500 million aggregate
principal amount of 4.95% Notes due 2025 (the “2025 Notes”), $750 million aggregate principal amount of 5.10% Notes due
2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of 5.25% Notes due 2033 (the “2033 Notes”), $1.0 billion
aggregate principal amount of 5.70% Notes due 2054 (the “2054 Notes”) and $750 million aggregate principal amount of
5.90% Notes due 2063 (the “2063 Notes” and, together with the 2025 Notes, the 2027 Notes, the 2033 Notes and the 2054
Notes, the “October 2022 Notes”). We will pay interest on the 2025 Notes semi-annually in arrears on April 15 and October 15
of each year, beginning on April 15, 2023. We will pay interest on the 2033 Notes semi-annually in arrears on January 15 and
July 15 of each year, beginning on January 15, 2023. We will pay interest on each of 2027 Notes, 2054 Notes and 2063 Notes
semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2023. We may, at our option, redeem
the October 2022 Notes of any series, in whole or in part, at any time at the redemption prices equal to the greater of 100% of
the principal amount of the Notes to be redeemed or an applicable “make-whole” amount, plus accrued and unpaid interest to
the date of redemption.
On May 5, 2022, we issued a total of $2.3 billion of senior unsecured notes, consisting of $800 million aggregate principal
amount of 3.90% Notes due June 15, 2032 (the “2032 Notes”), $850 million aggregate principal amount of 4.15% Notes due
June 15, 2053 (the “2053 Notes”) and $650 million aggregate principal amount of 4.30% Notes due June 15, 2062 (the “2062
Notes” and, together with the 2032 Notes and 2053 Notes, the “May 2022 Notes”) in a registered public offering. Net proceeds
received from the offering were, after deducting pricing discounts and debt issuance costs, which are being amortized and
recorded as interest expense over the term of the May 2022 Notes. We will pay interest on the May 2022 Notes semi-annually
in arrears on June 15 and December 15 of each year with the first payment made on June 15, 2022. We may, at our option,
redeem the May 2022 Notes of any series, in whole or in part, at any time and from time to time, at a redemption price equal to
the greater of 100% of the principal amount of the May 2022 Notes to be redeemed or an applicable make-whole amount, plus
accrued and unpaid interest to the date of redemption.
On May 11, 2022, we used the net proceeds from the May 2022 Notes to redeem all of the outstanding $500 million in
aggregate principal amount of our 3.10% Notes due 2023, $750 million in aggregate principal amount of our 2.90% Notes due
2025, and $1.0 billion of our outstanding $2.0 billion in aggregate principal amount of our 3.55% Notes due 2026 at their
redemption price. We paid make-whole premiums of $13.9 million in connection with the early extinguishments of debt. We
incurred losses of $34 million ($26 million, or $0.10 per share, after tax) on these transactions related to early extinguishments
of debt, additional interest expense and other related charges, which was recorded in other non-operating (expense) income, net
in our consolidated statements of earnings.
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Contractual Commitments
At December 31, 2022, we had contractual commitments to repay debt, make payments under operating leases, settle
obligations related to agreements to purchase goods and services and settle tax and other liabilities. Financing lease obligations
were not material. Payments due under these obligations and commitments are as follows (in millions):
Total debt
Interest payments
Other liabilities
Operating lease obligations
Purchase obligations:
Operating activities
Capital expenditures
Total contractual cash obligations
Total
Due Within
1 Year
16,842 $
15,028
3,520
1,342
59,101
671
96,504 $
118
768
222
327
27,925
472
29,832
$
$
The table above includes debt presented gross of any unamortized discounts and issuance costs, but excludes the net
unfunded obligation and estimated minimum funding requirements related to our qualified defined benefit pension plans. For
additional information about obligations and our future minimum contribution requirements for these plans, see “Note 11 –
Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements. Amounts related to other liabilities
represent the contractual obligations for certain long-term liabilities recorded as of December 31, 2022. Such amounts mainly
include expected payments under non-qualified pension plans, environmental liabilities and deferred compensation plans.
Purchase obligations related to operating activities include agreements and contracts that give the supplier recourse to us
for cancellation or nonperformance under the contract or contain terms that would subject us to liquidated damages. Such
agreements and contracts may, for example, be related to direct materials, obligations to subcontractors and outsourcing
arrangements. Total purchase obligations for operating activities in the preceding table include approximately $53.7 billion
related to contractual commitments entered into as a result of contracts we have with our U.S. Government customers. The U.S.
Government generally would be required to pay us for any costs we incur relative to these commitments if they were to
terminate the related contracts “for convenience” under the FAR, subject to available funding. This also would be true in cases
where we perform subcontract work for a prime contractor under a U.S. Government contract. The termination for convenience
language also may be included in contracts with foreign, state and local governments. We also have contracts with customers
that do not include termination for convenience provisions, including contracts with commercial customers.
The majority of our capital expenditures for 2022 and those planned for 2023 are for equipment, facilities infrastructure
and information technology. The amounts above in the table represent the portion of expected capital expenditures to be
incurred in 2023 and beyond that have been obligated under contracts as of December 31, 2022 and not necessarily total capital
expenditures for future periods. Expenditures for equipment and facilities infrastructure are generally incurred to support new
and existing programs across all of our business segments. For example, we have projects underway at Aeronautics to support
classified development programs and at RMS to support our Sikorsky helicopter programs; and we have projects underway to
modernize certain of our facilities. We also incur capital expenditures for information technology to support programs and
general enterprise information technology infrastructure, inclusive of costs for the development or purchase of internal-use
software.
We also may enter into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to
obtaining orders for our products and services from certain customers in foreign countries. These agreements are designed to
enhance the social and economic environment of the foreign country by requiring the contractor to promote investment in the
country. Offset agreements may be satisfied through activities that do not require us to use cash, including transferring
technology, providing manufacturing 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 also may be satisfied through our use of cash for such
activities as purchasing supplies from in-country vendors, providing financial support for in-country projects, establishment of
joint ventures with local companies and building or leasing facilities for in-country operations. 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 customer and typically require cash outlays that represent only a fraction of the
original amount in the offset agreement. Satisfaction of our offset obligations are included in the estimates of our total costs to
complete the contract and may impact our sales, profitability and cash flows. Our ability to recover investments on our
consolidated balance sheet that we make to satisfy offset obligations is generally dependent upon the successful operation of
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ventures that we do not control and may involve products and services that are dissimilar to our business activities. At
December 31, 2022, the notional value of remaining obligations under our outstanding offset agreements totaled approximately
$16.1 billion, which primarily relate to our Aeronautics, MFC and RMS business segments, most of which extend through
2044. To the extent we have entered into purchase or other obligations at December 31, 2022 that also satisfy offset
agreements, those amounts are included in the contractual commitments table above. Offset programs usually extend over
several years and may provide for penalties, estimated at approximately $1.8 billion at December 31, 2022, in the event we fail
to perform in accordance with offset requirements. While historically we have not been required to pay material penalties,
resolution of offset requirements are often the result of negotiations and subjective judgments.
We have entered into standby letters of credit and surety bonds issued on our behalf by financial institutions, and we have
directly issued guarantees to third parties primarily relating to advances received from customers and the guarantee of future
performance on certain contracts. Letters of credit and surety bonds generally are available for draw down in the event we do
not perform. In some cases, we may guarantee the contractual performance of third parties such as joint venture partners. At
December 31, 2022, we had the following outstanding letters of credit, surety bonds and third-party guarantees (in millions):
Total
Commitment
$
Less Than
1 Year
Standby letters of credit (a)
Surety bonds
Third-party Guarantees
Total commitments
(a) Approximately $704 million of standby letters of credit in the “Less Than 1 Year” category are expected to renew for additional periods
2,504 $
342
904
3,750 $
966
342
230
1,538
$
until completion of the contractual obligation.
At December 31, 2022, third-party guarantees totaled $904 million, of which approximately 71% related to guarantees of
contractual performance of joint ventures to which we currently are or previously were a party. These amounts represent our
estimate of the maximum amounts we would expect to incur upon the contractual non-performance of the joint venture, joint
venture partners or divested businesses. Generally, we also have cross-indemnities in place that may enable us to recover
amounts that may be paid on behalf of a joint venture partner.
In determining our exposures, we evaluate the reputation, performance on contractual obligations, technical capabilities
and credit quality of our current and former joint venture partners and the transferee under novation agreements, all of which
include a guarantee as required by the FAR. At December 31, 2022 and 2021, there were no material amounts recorded in our
financial statements related to third-party guarantees or novation agreements.
Critical Accounting Policies
Contract Accounting / Sales Recognition
The majority of our net sales are generated from long-term contracts with the U.S. Government and international
customers (including FMS contracted through the U.S. Government) for the research, design, development, manufacture,
integration and sustainment of advanced technology systems, products and services. We account for a contract when it has
approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract
has commercial substance and collectability of consideration is probable. For certain contracts that meet the foregoing
requirements, primarily international direct commercial sale contracts, we are required to obtain certain regulatory approvals. In
these cases, we recognize revenue when it is probable that we will receive regulatory approvals based upon all known facts and
circumstances. We provide our products and services under fixed-price and cost-reimbursable contracts.
Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual
costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss.
Some fixed-price contracts have a performance-based component under which we may earn incentive payments or incur
financial penalties based on our performance.
Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract plus a
fee up to a ceiling based on the amount that has been funded. Typically, we enter into three types of cost-reimbursable
contracts: cost-plus-award-fee, cost-plus-incentive-fee, and cost-plus-fixed-fee. Cost-plus-award-fee contracts provide for an
award fee that varies within specified limits based on the customer’s assessment of our performance against a predetermined set
of criteria, such as targets based on cost, quality, technical and schedule criteria. Cost-plus-incentive-fee contracts provide for
reimbursement of costs plus a fee, which is adjusted by a formula based on the relationship of total allowable costs to total
target costs (i.e., incentive based on cost) or reimbursement of costs plus an incentive to exceed stated performance targets (i.e.,
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incentive based on performance). Cost-plus-fixed-fee contracts provide a fixed fee that is negotiated at the inception of the
contract and does not vary with actual costs.
We assess each contract at its inception to determine whether it should be combined with other contracts. When making
this determination, we consider factors such as whether two or more contracts were negotiated and executed at or near the same
time or were negotiated with an overall profit objective. If combined, we treat the combined contracts as a single contract for
revenue recognition purposes.
We evaluate the products or services promised in each contract at inception to determine whether the contract should be
accounted for as having one or more performance obligations. The products and services in our contracts are typically not
distinct from one another due to their complex relationships and the significant contract management functions required to
perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation. In limited
cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not
highly complex or interrelated or involve different product lifecycles. Significant judgment is required in determining
performance obligations, and these decisions could change the amount of revenue and profit recorded in a given period. We
classify net sales as products or services on our consolidated statements of earnings based on the predominant attributes of the
performance obligations.
We determine the transaction price for each contract based on the consideration we expect to receive for the products or
services being provided under the contract. For contracts where a portion of the price may vary (e.g. awards, incentive fees and
claims), we estimate variable consideration at the most likely amount, which is included in the transaction price to the extent it
is probable that a significant reversal of cumulative revenue recognized will not occur. We analyze the risk of a significant
revenue reversal and if necessary constrain the amount of variable consideration recognized in order to mitigate this risk.
At the inception of a contract we estimate the transaction price based on our current rights and do not contemplate future
modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Contracts are often
subsequently modified to include changes in specifications, requirements or price, which may create new or change existing
enforceable rights and obligations. Depending on the nature of the modification, we consider whether to account for the
modification as an adjustment to the existing contract or as a separate contract. Generally, modifications to our contracts are not
distinct from the existing contract due to the significant integration and interrelated tasks provided in the context of the contract.
Therefore, such modifications are accounted for as if they were part of the existing contract and recognized as a cumulative
adjustment to revenue.
For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation
based on the estimated standalone selling price of the product or service underlying each performance obligation. The
standalone selling price represents the amount we would sell the product or service to a customer on a standalone basis (i.e., not
bundled with any other products or services). Our contracts with the U.S. Government, including FMS contracts, are subject to
FAR and the price is typically based on estimated or actual costs plus a reasonable profit margin. As a result of these
regulations, the standalone selling price of products or services in our contracts with the U.S. Government and FMS contracts
are typically equal to the selling price stated in the contract.
For non-U.S. Government contracts with multiple performance obligations, we evaluate whether the stated selling prices
for the products or services represent their standalone selling prices. We primarily sell customized solutions unique to a
customer’s specifications. When it is necessary to allocate the transaction price to multiple performance obligations, we
typically use the expected cost plus a reasonable profit margin to estimate the standalone selling price of each product or
service. We occasionally sell standard products or services with observable standalone sales transactions. In these situations, the
observable standalone sales transactions are used to determine the standalone selling price.
We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and
services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms
and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time
as we perform under the contract because control of the work in process transfers continuously to the customer. For most
contracts with the U.S. Government and FMS contracts, this continuous transfer of control of the work in process to the
customer is supported by clauses in the contract that give the customer ownership of work in process and allow the customer to
unilaterally terminate the contract for convenience and pay us for costs incurred plus a reasonable profit. For most non-U.S.
Government contracts, primarily international direct commercial contracts, continuous transfer of control to our customer is
supported because we deliver products that do not have an alternative use to us and if our customer were to terminate the
contract for reasons other than our non-performance we would have the right to recover damages which would include, among
other potential damages, the right to payment for our work performed to date plus a reasonable profit.
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For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized
based on the extent of progress towards completion of the performance obligation, generally using the percentage-of-
completion cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer as
we incur costs on our contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress
towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the
performance obligation(s). For performance obligations to provide services to the customer, revenue is recognized over time
based on costs incurred or the right to invoice method (in situations where the value transferred matches our billing rights) as
our customer receives and consumes the benefits.
For performance obligations in which control does not continuously transfer to the customer, we recognize revenue at the
point in time in which each performance obligation is fully satisfied. This coincides with the point in time the customer obtains
control of the product or service, which typically occurs upon customer acceptance or receipt of the product or service, given
that we maintain control of the product or service until that point.
Significant estimates and assumptions are made in estimating contract sales, costs, and profit. We estimate profit as the
difference between estimated revenues and total estimated costs to complete the contract. At the outset of a long-term contract,
we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract, as well as our
ability to earn variable consideration, and assess the effects of those risks on our estimates of sales and total costs to complete
the contract. The estimates consider the technical requirements (e.g., a newly-developed product versus a mature product), the
schedule and associated tasks (e.g., the number and type of milestone events) and costs (e.g., material, labor, subcontractor,
overhead, general and administrative and the estimated costs to fulfill our industrial cooperation agreements, sometimes
referred to as offset or localization agreements, required under certain contracts with international customers). The initial profit
booking rate of each contract considers risks surrounding the ability to achieve the technical requirements, schedule and costs in
the initial estimated total costs to complete the contract. Profit booking rates may increase during the performance of the
contract if we successfully retire risks related to technical, schedule and cost aspects of the contract, which decreases the
estimated total costs to complete the contract or may increase the variable consideration we expect to receive on the contract.
Conversely, our profit booking rates may decrease if the estimated total costs to complete the contract increase or our estimates
of variable consideration we expect to receive decrease. All of the estimates are subject to change during the performance of the
contract and may affect the profit booking rate. When estimates of total costs to be incurred on a contract exceed total estimates
of the transaction price, a provision for the entire loss is determined at the contract level and is recorded in the period in which
the loss is evident, which we refer to as a reach-forward loss.
Comparability of our segment sales, operating profit and operating margin may be impacted favorably or unfavorably by
changes in profit booking rates on our contracts for which we recognize revenue over time using the percentage-of-completion
cost-to-cost method to measure progress towards completion. Increases in the profit booking rates, typically referred to as
favorable profit adjustments, usually relate to revisions in the estimated total costs to fulfill the performance obligations that
reflect improved conditions on a particular contract. Conversely, conditions on a particular contract may deteriorate, resulting in
an increase in the estimated total costs to fulfill the performance obligations and a reduction in the profit booking rate and are
typically referred to as unfavorable profit adjustments. Increases or decreases in profit booking rates are recognized in the
current period they are determined and reflect the inception-to-date effect of such changes. Segment operating profit and margin
may also be impacted favorably or unfavorably by other items, which may or may not impact sales. Favorable items may
include the positive resolution of contractual matters, cost recoveries on severance and restructuring, insurance recoveries and
gains on sales of assets. Unfavorable items may include the adverse resolution of contractual matters; COVID-19 impacts or
supply chain disruptions; restructuring charges (except for significant severance actions, which are excluded from segment
operating results); reserves for disputes; certain asset impairments; and losses on sales of certain assets.
Other Contract Accounting Considerations
The majority of our sales are driven by pricing based on costs incurred to produce products or perform services under
contracts with the U.S. Government. Cost-based pricing is determined under the FAR. The FAR provides guidance on the types
of costs that are allowable in establishing prices for goods and services under U.S. Government contracts. For example, costs
such as those related to charitable contributions, interest expense and certain advertising and public relations activities are
unallowable and, therefore, not recoverable through sales. In addition, we may enter into advance agreements with the U.S.
Government that address the subjects of allowability and allocability of costs to contracts for specific matters. For example,
most of the environmental costs we incur for environmental remediation related to sites operated in prior years are allocated to
our current operations as general and administrative costs under FAR provisions and supporting advance agreements reached
with the U.S. Government.
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We closely monitor compliance with and the consistent application of our critical accounting policies related to contract
accounting. Costs incurred and allocated to contracts are reviewed for compliance with U.S. Government regulations by our
personnel and are subject to audit by the Defense Contract Audit Agency.
Postretirement Benefit Plans
Overview
Many of our employees and retirees participate in qualified and nonqualified defined benefit pension plans, retiree medical
and life insurance plans and other postemployment plans (collectively, postretirement benefit plans - see “Note 11 –
Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements). The majority of our accrued benefit
obligations relate to our qualified defined benefit pension and retiree medical and life insurance plans. We recognize on a plan-
by-plan basis the net funded status of these postretirement benefit plans under GAAP as either an asset or a liability on our
consolidated balance sheets. The GAAP funded status represents the difference between the fair value of each plan’s assets and
the benefit obligation of the plan. The GAAP benefit obligation represents the present value of the estimated future benefits we
currently expect to pay to plan participants based on past service. The qualified defined benefit pension plans for salaried
employees are fully frozen effective January 1, 2020 and our salaried employees participate in an enhanced defined contribution
retirement savings plan.
Similar to recent years, we continue to take actions to mitigate the effect of our defined benefit pension plans on our
financial results by reducing the volatility of our pension obligations, including entering into pension risk transfer transactions
involving the purchase of group annuity contracts (GACs) for portions of our outstanding defined benefit pension obligations
using assets from the pension trust. During the second quarter of 2022, we purchased GACs to transfer $4.3 billion of gross
defined benefit pension obligations and related plan assets to an insurance company for approximately 13,600 U.S. retirees and
beneficiaries. The GACs were purchased using assets from Lockheed Martin’s master retirement trust and no additional
funding contribution was required. In connection with this transaction, we recognized a noncash, non-operating pension
settlement charge of $1.5 billion ($1.2 billion, or $4.33 per share, after-tax) for the affected defined benefit pension plans in the
quarter ended June 26, 2022, which represents the accelerated recognition of actuarial losses that were included in the
accumulated other comprehensive loss account within stockholders’ equity. Similarly, in the third quarter of 2021, we
purchased GACs to transfer $4.9 billion of gross defined benefit pension obligations and related plan assets to an insurance
company for approximately 18,000 U.S. retirees and beneficiaries. In connection with this transaction, we recognized a noncash
pension settlement charge of $1.7 billion ($1.3 billion, or $4.72 per share, after tax) during the third quarter of 2021.
Inclusive of the transactions described above, since December 2018, Lockheed Martin, through its master retirement trust,
has purchased total contracts for approximately $15.9 billion related to our outstanding defined benefit pension obligations
eliminating pension plan volatility for approximately 109,000 retirees and beneficiaries and annually required Pension Benefit
Guarantee Corporation (PBGC) premiums of approximately $79 million per year.
We expect to continue to look for opportunities to manage our pension liabilities through additional pension risk transfer
transactions in future years. Future transactions could result in a noncash settlement charge to earnings, which could be material
to a reporting period.
Notwithstanding these actions, the impact of our postretirement benefit plans on our earnings may be volatile in that the
amount of expense we record and the funded status for our postretirement benefit plans may materially change from year to
year because the calculations are sensitive to changes in several key economic assumptions, including interest rates, actual rates
of return on plan assets and other actuarial assumptions including participant longevity, as well as the timing of cash funding.
Actuarial Assumptions
The benefit obligations and assets of our postretirement benefit plans are measured at the end of each year, or more
frequently, upon the occurrence of certain events such as a significant plan amendment (including in connection with a pension
risk transfer transaction), settlement, or curtailment. The amounts we record are measured using actuarial valuations, which are
dependent upon key assumptions such as discount rates, the expected long-term rate of return on plan assets and participant
longevity. The assumptions we make affect both the calculation of the benefit obligations as of the measurement date and the
calculation of FAS expense in subsequent periods. When reassessing these assumptions, we consider past and current market
conditions and make judgments about future market trends. We also consider factors such as the timing and amounts of
expected contributions to the plans and benefit payments to plan participants.
We continue to use a single weighted average discount rate approach when calculating our consolidated benefit obligations
related to our defined benefit pension plans resulting in 5.250% at December 31, 2022, compared to 2.875% at December 31,
53
2021. We utilized a single weighted average discount rate of 5.25% when calculating our benefit obligations related to our
retiree medical and life insurance plans at December 31, 2022, compared to 2.75% at December 31, 2021. We evaluate several
data points in order to arrive at an appropriate single weighted average discount rate, including results from cash flow models,
quoted rates from long-term bond indices and changes in long-term bond rates over the past year. As part of our evaluation, we
calculate the approximate average yields on corporate bonds rated AA or better selected to match our projected postretirement
benefit plan cash flows. The increase in the discount rate from December 31, 2021 to December 31, 2022 resulted in a decrease
in the projected benefit obligations of our qualified defined benefit pension plans of approximately $10.2 billion at December
31, 2022.
We utilized an expected long-term rate of return on plan assets of 6.50% at both December 31, 2022 and December 31,
2021. The long-term rate of return assumption represents the expected long-term rate of return on the funds invested or to be
invested, to provide for the benefits included in the benefit obligations. This assumption is based on several factors including
historical market index returns, the anticipated long-term allocation of plan assets, the historical return data for the trust funds,
plan expenses and the potential to outperform market index returns. The difference between the long-term rate of return on plan
assets assumption we select and the actual return on plan assets in any given year affects both the funded status of our benefit
plans and the calculation of FAS pension expense in subsequent periods. Although the actual return in any specific year likely
will differ from the assumption, the average expected return over a long-term future horizon should be approximately equal to
the assumption. Any variance each year should not, by itself, suggest that the assumption should be changed. Patterns of
variances are reviewed over time, and then combined with expectations for the future. As a result, changes in this assumption
are less frequent than changes in the discount rate. The actual investment return for our qualified defined benefit plans during
2022 of $(5.9) billion, based on an actual rate of approximately (18)%, reduced plan assets more than the $1.9 billion expected
return based on our long-term rate of return assumption.
Our stockholders’ equity has been reduced cumulatively by $7.9 billion from the annual year-end measurements of the
funded status of postretirement benefit plans. The cumulative noncash, after-tax reduction primarily represents net actuarial
losses resulting from changes in discount rates, investment experience, and updated longevity. A market-related value of our
plan assets, determined using actual asset gains or losses over the prior three-year period, is used to calculate the amount of
deferred asset gains or losses to be amortized. These cumulative actuarial losses will be amortized to expense using the corridor
method, where gains and losses are recognized to the extent they exceed 10% of the greater of plan assets or benefit obligations,
over an average period of approximately twenty years as of December 31, 2022. During 2022, $1.2 billion of these amounts,
along with amortization of net prior service credit, were recognized as a component of postretirement benefit plans expense
inclusive of the noncash pension settlement charge of $1.2 billion.
The discount rate and long-term rate of return on plan assets assumptions we select at the end of each year are based on our
best estimates and judgment. A change of plus or minus 25 basis points in the 5.25% discount rate assumption at December 31,
2022, with all other assumptions held constant, would have decreased or increased the amount of the qualified pension benefit
obligation we recorded at the end of 2022 by approximately $800 million, which would result in an after-tax increase or
decrease in stockholders’ equity at the end of the year of approximately $600 million. If the 5.25% discount rate at December
31, 2022 that was used to compute the expected 2023 FAS pension income for our qualified defined benefit pension plans had
been 25 basis points higher or lower, with all other assumptions held constant, the amount of FAS pension income projected for
2023 would change approximately $5 million. If the 6.50% expected long-term rate of return on plan assets assumption at
December 31, 2022 that was used to compute the expected 2023 FAS pension income for our qualified defined benefit pension
plans had been 25 basis points higher or lower, with all other assumptions held constant, the amount of FAS pension income
projected for 2023 would be higher or lower by approximately $65 million. Each year, differences between the actual and
expected long-term rate of return on plan assets impacts the measurement of the following year’s FAS pension income. Every
100 basis points increase (decrease) in return during 2022 between our actual rate of return of approximately (18)% and our
expected long-term rate of return increased (decreased) 2023 expected FAS pension income by approximately $10 million.
Funding Considerations
We made no contributions in 2022 and 2021 to our qualified defined benefit pension plans. Funding of our qualified
defined benefit pension plans is determined in a manner consistent with CAS and in accordance with the Employee Retirement
Income Security Act of 1974 (ERISA), as amended, along with consideration of CAS and Internal Revenue Code rules. Our
goal has been to fund the pension plans to a level of at least 80%, as determined in accordance with ERISA. The ERISA funded
status of our qualified defined benefit pension plans was approximately 82% and 92% as of December 31, 2022 and 2021;
which is calculated on a different basis than under GAAP and reflects the impact of the American Rescue Plan Act of 2021.
Contributions to our defined benefit pension plans are recovered over time through the pricing of our products and services
on U.S. Government contracts, including FMS, and are recognized in our cost of sales and net sales. CAS govern the extent to
54
which our pension costs are allocable to and recoverable under contracts with the U.S. Government, including FMS. Pension
cost recoveries under CAS occur in different periods from when pension contributions are made in accordance with ERISA.
We recovered $1.8 billion in 2022 and $2.1 billion in 2021 as CAS pension costs. Amounts contributed in excess of the
CAS pension costs recovered under U.S. Government contracts are considered to be prepayment credits under the CAS rules.
Our prepayment credits were approximately $4.3 billion and $7.0 billion at December 31, 2022 and 2021. The prepayment
credit balance will increase or decrease based on our actual investment return on plan assets.
Environmental Matters
We are a party to various agreements, proceedings and potential proceedings for environmental remediation issues,
including matters at various sites where we have been designated a potentially responsible party (PRP). At December 31, 2022
and 2021, the total amount of liabilities recorded on our consolidated balance sheet for environmental matters was $696 million
and $742 million. We have recorded assets totaling $618 million and $645 million at December 31, 2022 and 2021 for the
portion of environmental costs that are probable of future recovery in pricing of our products and services for agencies of the
U.S. Government, as discussed below. The amount that is expected to be allocated to our non-U.S. Government contracts or
that is determined to not be recoverable under U.S. Government contracts is expensed through cost of sales. We project costs
and recovery of costs over approximately 20 years.
We enter into agreements (e.g., administrative consent orders, consent decrees) that document the extent and timing of
some of our environmental remediation obligations. We also are involved in environmental remediation activities at sites where
formal agreements either do not exist or do not quantify the extent and timing of our obligations. Environmental remediation
activities usually span many years, which makes estimating the costs more judgmental due to, for example, changing
remediation technologies. To determine the costs related to clean up sites, we have to assess the extent of contamination, effects
on natural resources, the appropriate technology to be used to accomplish the remediation, and evolving environmental
standards.
We perform quarterly reviews of environmental remediation sites and record liabilities and receivables in the period it
becomes probable that the liabilities have been incurred and the amounts can be reasonably estimated (see the discussion under
“Environmental Matters” in “Note 1 – Organization and Significant Accounting Policies” and “Note 14 – Legal Proceedings,
Commitments and Contingencies” included in our Notes to Consolidated Financial Statements). We consider the above factors
in our quarterly estimates of the timing and amount of any future costs that may be required for environmental remediation
activities, which result in the calculation of a range of estimates for each particular environmental remediation site. We do not
discount the recorded liabilities, as the amount and timing of future cash payments are not fixed or cannot be reliably
determined. Given the required level of judgment and estimation, it is likely that materially different amounts could be recorded
if different assumptions were used or if circumstances were to change (e.g., a change in environmental standards or a change in
our estimate of the extent of contamination).
Under agreements reached with the U.S. Government, most of the amounts we spend for environmental remediation are
allocated to our operations as general and administrative costs. Under existing U.S. Government regulations, these and other
environmental expenditures relating to our U.S. Government business, after deducting any recoveries received from insurance
or other PRPs, are allowable in establishing prices of our products and services. As a result, most of the expenditures we incur
are included in our net sales and cost of sales according to U.S. Government agreement or regulation, regardless of the contract
form (e.g. cost-reimbursable, fixed-price). We continually evaluate the recoverability of our assets for the portion of
environmental costs that are probable of future recovery by assessing, among other factors, U.S. Government regulations, our
U.S. Government business base and contract mix, our history of receiving reimbursement of such costs, and efforts by some
U.S. Government representatives to limit such reimbursement.
As disclosed above, we may record changes in the amount of environmental remediation liabilities as a result of our
quarterly reviews of the status of our environmental remediation sites, which would result in a change to the corresponding
amount that is probable of future recovery and a charge to earnings. For example, if we were to determine that the liabilities
should be increased by $100 million, the corresponding amount that is probable of future recovery would be increased by
approximately $89 million, with the remainder recorded as a charge to earnings. This allocation is determined annually, based
upon our existing and projected business activities with the U.S. Government.
We cannot reasonably determine the extent of our financial exposure at all environmental remediation sites with which we
are involved. There are a number of former operating facilities we are monitoring or investigating for potential future
environmental remediation. In some cases, although a loss may be probable, it is not possible at this time to reasonably estimate
the amount of any obligation for remediation activities because of uncertainties (e.g., assessing the extent of the contamination).
During any particular quarter, such uncertainties may be resolved, allowing us to estimate and recognize the initial liability to
55
remediate a particular former operating site. The amount of the liability could be material. Upon recognition of the liability, a
portion will be recognized as a receivable with the remainder charged to earnings, which may have a material effect in any
particular interim reporting period.
If we are ultimately found to have liability at those sites where we have been designated a PRP, we expect that the actual
costs of environmental remediation will be shared with other liable PRPs. Generally, PRPs that are ultimately determined to be
responsible parties are strictly liable for site remediation and usually agree among themselves to share, on an allocated basis, the
costs and expenses for environmental investigation and remediation. Under existing environmental laws, responsible parties are
jointly and severally liable and, therefore, we are potentially liable for the full cost of funding such remediation. In the unlikely
event that we were required to fund the entire cost of such remediation, the statutory framework provides that we may pursue
rights of cost recovery or contribution from the other PRPs. The amounts we record do not reflect the fact that we may recover
some of the environmental costs we have incurred through insurance or from other PRPs, which we are required to pursue by
agreement and U.S. Government regulation.
Goodwill and Intangible Assets
The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated
fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable
net assets of acquired businesses. Intangible assets from acquired businesses are recognized at fair value on the acquisition date
and consist of customer programs, trademarks, customer relationships, technology and other intangible assets. Customer
programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with
the customer relationships, contracts, technology and trademarks underlying the associated program. Intangible assets are
amortized over a period of expected cash flows used to measure fair value, which typically ranges from five to 20 years.
Our goodwill balance was $10.8 billion at both December 31, 2022 and 2021. We perform an impairment test of our
goodwill at least annually in the fourth quarter or more frequently whenever events or changes in circumstances indicate the
carrying value of goodwill may be impaired. Such events or changes in circumstances may include a significant deterioration in
overall economic conditions, changes in the business climate of our industry, a decline in our market capitalization, operating
performance indicators, competition, reorganizations of our business, U.S. Government budget restrictions or the disposal of all
or a portion of a reporting unit. Our goodwill has been allocated to and is tested for impairment at a level referred to as the
reporting unit, which is our business segment level or a level below the business segment. The level at which we test goodwill
for impairment requires us to determine whether the operations below the business segment constitute a self-sustaining business
for which discrete financial information is available and segment management regularly reviews the operating results.
We may use both qualitative and quantitative approaches when testing goodwill for impairment. For selected reporting
units where we use the qualitative approach, we perform a qualitative evaluation of events and circumstances impacting the
reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if we determine it is
more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary.
Otherwise, we perform a quantitative impairment test. We perform quantitative tests for most reporting units at least once every
three years. However, for certain reporting units we may perform a quantitative impairment test every year.
To perform the quantitative impairment test, we compare the fair value of a reporting unit to its carrying value, including
goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the
carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an
amount equal to that excess. We generally estimate the fair value of each reporting unit using a combination of a discounted
cash flow (DCF) analysis and market-based valuation methodologies such as comparable public company trading values and
values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including
the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public
company earnings multiples and relevant transaction multiples. The cash flows employed in the DCF analysis are based on our
best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, U.S.
Government budgets, existing firm orders, expected future orders, contracts with suppliers, labor agreements, changes in
working capital, long term business plans and recent operating performance. The discount rates utilized in the DCF analysis are
based on the respective reporting unit’s weighted average cost of capital, which takes into account the relative weights of each
component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to
consider the risk inherent in future cash flows of the respective reporting unit. The carrying value of each reporting unit
includes the assets and liabilities employed in its operations, goodwill and allocations of amounts held at the business segment
and corporate levels.
In the fourth quarter of 2022, we performed our annual goodwill impairment test for each of our reporting units. The results
of that test indicated that for each of our reporting units no impairment existed, including Sikorsky. Based on this, the fair value
56
of our Sikorsky reporting unit exceeded its carrying value, which included goodwill of $2.7 billion, by a margin of
approximately 40%. The fair value of both our Sikorsky reporting unit and the indefinite-lived trademark intangible asset can
be significantly impacted by its performance, the amount and timing of expected future cash flows, contract terminations,
changes in expected future orders, general market pressures, including U.S. Government budgetary constraints, discount rates,
long term growth rates, and changes in U.S. (federal or state) or foreign tax laws and regulations, or their interpretation and
application, including those with retroactive effect, along with other significant judgments. Based on our assessment of these
circumstances, we have determined that goodwill at our Sikorsky reporting unit and the indefinite-lived trademark intangible
asset at our Sikorsky reporting unit are at risk for impairment should there be a significant deterioration of projected cash flows
of the reporting unit. We do not currently anticipate any material impairments on our assets as a result of COVID-19 or
inflation.
Impairment assessments inherently involve management judgments regarding a number of assumptions such as those
described above. Due to the many variables inherent in the estimation of a reporting unit’s fair value and the relative size of our
recorded goodwill, differences in assumptions could have a material effect on the estimated fair value of one or more of our
reporting units and could result in a goodwill impairment charge in a future period.
Acquired intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing
or more frequently if events or change in circumstance indicate that it is more likely than not that the asset is impaired. This
testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value.
In the fourth quarter of 2022, we performed our annual impairment test, and the results of that test indicated no impairment
existed. Intangibles are amortized to expense over their applicable useful lives, ranging from five to 20 years, based on the
nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. We perform an
impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be
impaired. If events or changes in circumstances indicate the carrying value of a finite-lived intangible may be impaired, the sum
of the undiscounted future cash flows expected to result from the use of the asset group would be compared to the asset group’s
carrying value. If the asset group’s carrying amount exceed the sum of the undiscounted future cash flows, we would determine
the fair value of the asset group and record an impairment loss in net earnings.
57
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
We maintain active relationships with a broad and diverse group of U.S. and international financial institutions. We believe
that they provide us with sufficient access to the general and trade credit we require to conduct our business. We closely
monitor the financial market environment and actively manage counterparty exposure to minimize the potential impact from
adverse developments with any single credit provider while ensuring availability of, and access to, sufficient credit resources.
Our main exposure to market risk relates to interest rates, foreign currency exchange rates and market prices on certain
equity securities. Our financial instruments that are subject to interest rate risk principally include fixed-rate long-term debt and
commercial paper, if issued. The estimated fair value of our outstanding debt was $16.0 billion at December 31, 2022 and the
outstanding principal amount was $16.8 billion, excluding unamortized discounts and issuance costs of $1.3 billion. A 10%
change in the level of interest rates would not have a material impact on the fair value of our outstanding debt at December 31,
2022.
We use derivative instruments principally to reduce our exposure to market risks from changes in foreign currency
exchange rates and interest rates. We do not enter into or hold derivative instruments for speculative trading purposes. We
transact business globally and are subject to risks associated with changing foreign currency exchange rates. We enter into
foreign currency hedges such as forward and option contracts that change in value as foreign currency exchange rates change.
Our most significant foreign currency exposures relate to the British pound sterling, the euro, the Canadian dollar, the
Australian dollar, the Norwegian kroner and the Polish zloty. These contracts hedge forecasted foreign currency transactions in
order to minimize fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates. We
designate foreign currency hedges as cash flow hedges. We also are exposed to the impact of interest rate changes primarily
through our borrowing activities. For fixed rate borrowings, we may use variable interest rate swaps, effectively converting
fixed rate borrowings to variable rate borrowings in order to hedge changes in the fair value of the debt. These swaps are
designated as fair value hedges. For variable rate borrowings, we may use fixed interest rate swaps, effectively converting
variable rate borrowings to fixed rate borrowings in order to minimize the impact of interest rate changes on earnings. These
swaps are designated as cash flow hedges. We also may enter into derivative instruments that are not designated as hedges and
do not qualify for hedge accounting, which are intended to minimize certain economic exposures.
The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on our intended
use of the derivative and its resulting designation. Adjustments to reflect changes in fair values of derivatives attributable to
highly effective hedges are either reflected in earnings and largely offset by corresponding adjustments to the hedged items or
reflected net of income taxes in accumulated other comprehensive loss until the hedged transaction is recognized in earnings.
Changes in the fair value of the derivatives that are not highly effective, if any, are immediately recognized in earnings. The
aggregate notional amount of our outstanding interest rate swaps at December 31, 2022 and 2021 was $1.3 billion and
$500 million. The increase in 2022 was designated on the additional debt we issued during the fourth quarter. The aggregate
notional amount of our outstanding foreign currency hedges at December 31, 2022 and 2021 was $7.3 billion and $4.0 billion.
The increase in 2022 is due to the timing of foreign denominated international contract awards. At December 31, 2022 and
2021, the net fair value of our derivative instruments was not material (see “Note 15 – Fair Value Measurements” included in
our Notes to Consolidated Financial Statements). A 10% unfavorable exchange rate movement of our foreign currency
contracts would not have a material impact on the aggregate net fair value of such contracts or our consolidated financial
statements. Additionally, as we enter into foreign currency contracts to hedge foreign currency exposure on underlying
transactions we believe that any movement on our foreign currency contracts would be offset by movement on the underlying
transactions and, therefore, when taken together do not create material risk.
We evaluate the credit quality of potential counterparties to derivative transactions and only enter into agreements with
those deemed to have acceptable credit risk at the time the agreements are executed. Our foreign currency exchange hedge
portfolio is diversified across many banks. We regularly monitor changes to counterparty credit quality as well as our
concentration of credit exposure to individual counterparties. We do not hold or issue derivative financial instruments for
trading or speculative purposes.
We maintain a separate trust that includes investments to fund certain of our non-qualified deferred compensation plans. As
of December 31, 2022, investments in the trust totaled $1.6 billion and are reflected at fair value on our consolidated balance
sheet in other noncurrent assets. The trust holds investments in marketable equity securities and fixed-income securities that are
exposed to price changes and changes in interest rates. A portion of the liabilities associated with the deferred compensation
plans supported by the trust is also impacted by changes in the market price of our common stock and certain market indices.
Changes in the value of the liabilities have the effect of partially offsetting the impact of changes in the value of the trust. Both
the change in the fair value of the trust and the change in the value of the liabilities are recognized on our consolidated
statements of earnings in other unallocated, net and were not material for the year ended December 31, 2022.
58
We are exposed to equity market risk through certain marketable securities. The fair value of these marketable securities
was $24 million as of December 31, 2022. A 10% decrease in the market price of our marketable equity securities as of
December 31, 2022 would not have a material impact on the carrying amounts of these securities or our consolidated financial
statements. Many of the same factors that could result in an adverse movement of equity market prices affect our non-
marketable equity investments, although we cannot always quantify the impacts directly. Financial markets are volatile, which
could negatively affect the valuations and prospects of the companies we invest in, their ability to raise additional capital, and
the likelihood of our ability to realize value in our investments through liquidity events such as initial public offerings, mergers,
and private sales.
59
ITEM 8.
Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
on the Audited Consolidated Financial Statements
Board of Directors and Stockholders
Lockheed Martin Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lockheed Martin Corporation (the Corporation) as of
December 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive income, cash flows and equity
for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Corporation at December 31, 2022 and 2021, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) and our report dated January 26, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an
opinion on the Corporation’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Corporation 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
60
Description of
the Matter
Revenue recognition based on the percentage of completion method
For the year ended December 31, 2022, the Corporation recorded net sales of $66.0 billion. As more fully
described in Note 1 to the consolidated financial statements, the Corporation generates the majority of its
net sales from long-term contracts with its customers whereby substantially all of the Corporation’s
revenue is recognized over time using the percentage-of-completion cost-to-cost measure of progress.
Under the percentage-of-completion cost-to-cost measure of progress, the Corporation measures progress
towards completion based on the ratio of costs incurred to date to the estimated total costs to complete the
performance obligation(s) (referred to as the estimate-at-completion analysis). The Corporation estimates
profit on these contracts as the difference between total estimated revenues and total estimated cost at
completion.
The percentage-of-completion cost-to-cost method requires management to make significant estimates
and assumptions to estimate contract sales and costs associated with its contracts with customers. At the
outset of a long-term contract, the Corporation identifies risks to the achievement of the technical,
schedule and cost aspects of the contract. Throughout the contract life cycle, the Corporation monitors
and assesses the effects of those risks on its estimates of sales and total costs to complete the contract.
Profit booking rates may increase during the performance of the contract if the Corporation successfully
retires risks surrounding the technical, schedule and cost aspects of the contract, which would decrease
the estimated total costs to complete the contract. Conversely, the profit booking rates may decrease if
the estimated total costs to complete the contract increase. Changes to the profit booking rates resulting
from changes in estimates could have a material effect on the Corporation’s results of operations.
Auditing the Corporation’s estimate-at-completion analyses used in its revenue recognition process was
complex due to the judgment involved in evaluating the significant estimates and assumptions made by
management in the creation and subsequent updates to the Corporation’s estimate-at-completion
analyses. The estimate-at-completion analyses of each contract consider risks surrounding the
Corporation’s ability to achieve the technical, schedule, and cost aspects of the contract.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant
internal controls over the Corporation’s revenue recognition process. For example, we tested internal
controls over management’s review of the estimate-at-completion analyses and the significant
assumptions underlying the estimated contract value and estimated total costs to complete. We also
tested internal controls that management executes which are designed to validate the data used in the
estimate-at-completion analyses was complete and accurate.
To test the accuracy of the Corporation’s estimate-at-completion analyses, our audit procedures included,
among others, comparing estimates of labor costs, subcontractor costs, and materials to historical results
of similar contracts, and agreeing the key terms to contract documentation and management’s estimates.
We also performed sensitivity analyses over the significant assumptions to evaluate the change in the
profit booking rates resulting from changes in the assumptions.
Defined Benefit Pension Plan Obligation
Description of
the Matter
At December 31, 2022, the Corporation’s aggregate obligation for its qualified defined benefit pension
plans was $28.7 billion and exceeded the gross fair value of the related plan assets of $23.2 billion,
resulting in a net unfunded qualified defined benefit pension obligation of $5.5 billion. As explained in
Note 11 of the consolidated financial statements, the Corporation remeasures the qualified defined benefit
pension assets and obligations at the end of each year or more frequently upon the occurrence of certain
events. The amounts are measured using actuarial valuations, which depend on key assumptions such as
the discount rate.
Auditing the defined benefit pension obligation was complex and required the involvement of specialists
as a result of the judgmental nature of the actuarial assumptions such as the discount rate used in the
measurement process. The discount rate assumption has a significant effect on the measurement of the
projected benefit obligation.
61
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant
internal controls over management’s measurement and valuation of the defined benefit pension obligation
calculations. For example, we tested the internal controls over management’s review of the defined
benefit pension obligation calculations, the significant actuarial assumptions and the data inputs provided
to the actuaries.
To test the defined benefit pension obligation, our audit procedures included, among others, evaluating
the methodology used, the significant actuarial assumptions described above and the underlying data used
by the Corporation. We compared the actuarial assumptions used by management to historical trends and
evaluated the change in the defined benefit pension obligation from prior year due to the change in
service cost, interest cost, benefit payments, settlements, actuarial gains and losses, longevity
assumptions and plan amendments. In addition, we involved our actuarial specialists to assist in
evaluating management’s methodology for determining the discount rate that considers the maturity and
duration of the benefit payments and is used to measure the defined benefit pension obligation. As part
of this assessment, we compared the projected cash flows to the prior year and compared the current year
benefits paid to the prior year projected cash flows. Lastly, we also tested the completeness and accuracy
of the underlying data, including the participant data provided to the Corporation’s actuarial specialists.
/s/ Ernst & Young LLP
We have served as the Corporation’s auditor since 1994.
Tysons, Virginia
January 26, 2023
62
Lockheed Martin Corporation
Consolidated Statements of Earnings
(in millions, except per share data)
Years Ended December 31,
2022
2021
2020
$ 55,466 $ 56,435 $ 54,928
10,470
65,398
10,518
65,984
10,609
67,044
(49,577)
(9,280)
(100)
1,260
(57,697)
8,287
61
8,348
(623)
(971)
(74)
6,680
(948)
5,732
—
5,732 $
(50,273)
(9,463)
(36)
1,789
(57,983)
9,061
62
9,123
(569)
(1,292)
288
7,550
(1,235)
6,315
—
6,315 $
(48,996)
(9,371)
(27)
1,650
(56,744)
8,654
(10)
8,644
(591)
219
(37)
8,235
(1,347)
6,888
(55)
6,833
21.74 $
—
21.74 $
22.85 $
—
22.85 $
24.60
(0.20)
24.40
21.66 $
—
21.66 $
22.76 $
—
22.76 $
24.50
(0.20)
24.30
$
$
$
$
$
Net sales
Products
Services
Total net sales
Cost of sales
Products
Services
Severance and other charges
Other unallocated, net
Total cost of sales
Gross profit
Other income (expense), net
Operating profit
Interest expense
Non-service FAS pension (expense) income
Other non-operating (expense) income, net
Earnings from continuing operations before income taxes
Income tax expense
Net earnings from continuing operations
Net loss from discontinued operations
Net earnings
Earnings (loss) per common share
Basic
Continuing operations
Discontinued operations
Basic earnings per common share
Diluted
Continuing operations
Discontinued operations
Diluted earnings per common share
The accompanying notes are an integral part of these consolidated financial statements.
63
Lockheed Martin Corporation
Consolidated Statements of Comprehensive Income
(in millions)
Net earnings
Other comprehensive income (loss), net of tax
Years Ended December 31,
2022
5,732 $
2021
6,315 $
2020
6,833
$
1,873
3,404
(1,067)
69
477
1,156
1,310
(76)
(115)
2,983
8,715 $ 11,430 $
5,115
440
—
60
(567)
6,266
Postretirement benefit plans
Net actuarial gain (loss) recognized due to plan remeasurements, net of tax of
$518 million in 2022, $925 million in 2021 and $292 million in 2020
Amortization of actuarial losses and prior service credits, net of tax of $18 million
in 2022, $130 million in 2021 and $119 million in 2020
Pension settlement charge, net of tax of $314 million in 2022 and $355 million in
2021
Other, net, net of tax of $2 million in 2022, $11 million in 2021 and $5 million in
2020
Other comprehensive income (loss), net of tax
Comprehensive income
$
The accompanying notes are an integral part of these consolidated financial statements.
64
Lockheed Martin Corporation
Consolidated Balance Sheets
(in millions, except par value)
December 31,
2022
2021
$
2,547 $
2,505
12,318
3,088
533
20,991
7,975
10,780
2,459
3,744
6,931
3,604
1,963
10,579
2,981
688
19,815
7,597
10,813
2,706
2,290
7,652
$ 52,880 $ 50,873
$
2,117 $
3,075
8,488
2,207
15,887
15,429
5,472
6,826
43,614
780
3,108
8,107
2,002
13,997
11,670
8,319
5,928
39,914
254
92
16,943
(8,023)
9,266
271
94
21,600
(11,006)
10,959
$ 52,880 $ 50,873
Assets
Current assets
Cash and cash equivalents
Receivables, net
Contract assets
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Intangible assets, net
Deferred income taxes
Other noncurrent assets
Total assets
Liabilities and equity
Current liabilities
Accounts payable
Salaries, benefits and payroll taxes
Contract liabilities
Other current liabilities
Total current liabilities
Long-term debt, net
Accrued pension liabilities
Other noncurrent liabilities
Total liabilities
Stockholders’ equity
Common stock, $1 par value per share
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total stockholders’ equity
Total liabilities and equity
The accompanying notes are an integral part of these consolidated financial statements.
65
Lockheed Martin Corporation
Consolidated Statements of Cash Flows
(in millions)
Operating activities
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization
Stock-based compensation
Equity method investment impairment
Tax resolution related to former IS&GS business
Deferred income taxes
Pension settlement charge
Severance and other charges
Changes in:
Receivables, net
Contract assets
Inventories
Accounts payable
Contract liabilities
Income taxes
Qualified defined benefit pension plans
Other, net
Net cash provided by operating activities
Investing activities
Capital expenditures
Other, net
Net cash used for investing activities
Financing activities
Issuance of long-term debt, net of related costs
Repayments of long-term debt
Repurchases of common stock
Dividends paid
Other, net
Net cash used for financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
The accompanying notes are an integral part of these consolidated financial statements.
66
Years Ended December 31,
2022
2021
2020
$
5,732 $
6,315 $
6,833
1,404
238
—
—
1,364
227
—
—
(757)
1,470
100
(183)
1,665
36
(542)
(1,739)
(107)
1,274
381
148
(412)
612
7,802
15
(1,034)
564
(98)
562
45
(267)
10
9,221
1,290
221
128
55
5
—
27
359
(451)
74
(372)
491
(19)
(1,197)
739
8,183
(1,670)
(119)
(1,789)
(1,522)
361
(1,161)
(1,766)
(244)
(2,010)
6,211
(2,250)
(7,900)
(3,016)
(115)
(7,070)
(1,057)
3,604
2,547 $
—
(500)
(4,087)
(2,940)
(89)
(7,616)
444
3,160
3,604 $
1,131
(1,650)
(1,100)
(2,764)
(144)
(4,527)
1,646
1,514
3,160
$
Lockheed Martin Corporation
Consolidated Statements of Equity
(in millions, except per share data)
Common
Stock
Additional
Paid-In
Capital
—
—
Accumulated
Other
Comprehensive
Loss
(15,554)
—
Retained
Earnings
$
18,401 $
6,833
Noncontrolling
Interests in
Subsidiary
44
—
$
Total
Equity
$ 3,171
6,833
—
—
—
—
(567)
(1,100)
(2,757)
479
(21)
23
—
(21)
$ 6,038
6,315
—
—
—
—
5,115
(4,087)
(2,944)
545
(23)
—
—
(23)
$ 10,959
5,732
—
—
—
—
—
2,983
(7,900)
(3,010)
502
$ 9,266
Balance at December 31, 2019
Net earnings
Other comprehensive loss, net
$
of tax
Repurchases of common stock
Dividends declared ($9.80 per
share)
Stock-based awards, ESOP
activity and other
Net decrease in noncontrolling
interests in subsidiary
Balance at December 31, 2020
Net earnings
Other comprehensive income,
net of tax
Repurchases of common stock
Dividends declared ($10.60 per
share)
Stock-based awards, ESOP
activity and other
Net decrease in noncontrolling
interests in subsidiary
Balance at December 31, 2021
Net earnings
Other comprehensive income,
net of tax
Repurchases of common stock
Dividends declared ($11.40 per
share)
Stock-based awards, ESOP
activity and other
$
$
280 $
—
—
(3)
—
2
—
279 $
—
—
(9)
—
—
271 $
—
—
(18)
—
(256)
—
477
—
221
—
—
(841)
(2,757)
—
(567)
—
—
—
$
—
21,636 $
6,315
—
(16,121)
—
—
(671)
—
(3,407)
—
(2,944)
1
544
—
—
94
—
—
$
—
21,600 $
5,732
—
(11,006)
—
—
2,983
(503)
(7,379)
—
—
(3,010)
1
501
—
5,115
—
—
—
—
—
—
Total
Stockholders’
Equity
$
$
$
3,127
6,833
(567)
(1,100)
(2,757)
479
—
6,015
6,315
5,115
(4,087)
(2,944)
545
—
10,959
5,732
2,983
(7,900)
(3,010)
502
$
$
Balance at December 31, 2022
$
254 $
92
$
16,943 $
(8,023)
$
9,266
$
The accompanying notes are an integral part of these consolidated financial statements.
67
Lockheed Martin Corporation
Notes to Consolidated Financial Statements
Note 1 – Organization and Significant Accounting Policies
Organization – We are a global security and aerospace company principally engaged in the research, design, development,
manufacture, integration and sustainment of advanced technology systems, products and services. We also provide a broad
range of management, engineering, technical, scientific, logistics, system integration and cybersecurity services. We serve both
U.S. and international customers with products and services that have defense, civil and commercial applications, with our
principal customers being agencies of the U.S. Government. As described in “Note 3 – Information on Business Segments”, we
operate in four business segments: Aeronautics, MFC, RMS and Space.
On June 30, 2021, the UK Ministry of Defence terminated the contract to operate the UK’s nuclear deterrent program and
assumed control of the entity that manages the program (referred to as the renationalization of the Atomic Weapons
Establishment (AWE program)). Accordingly, the AWE program’s ongoing operations, including the entity that manages the
program, are no longer included in our financial results as of that date. Therefore, during 2021, AWE only generated sales of
$885 million and operating profit of $18 million, which are included in Space’s financial results for the year ended December
31, 2021. During the year ended December 31, 2020, AWE generated sales of $1.4 billion and operating profit of $35 million,
which are included in Space’s financial results for 2020.
Basis of presentation – These consolidated financial statements include the accounts of subsidiaries we control and
variable interest entities if we are the primary beneficiary. We eliminate intercompany balances and transactions in
consolidation. We classify certain assets and liabilities as current utilizing the duration of the related contract or program as our
operating cycle, which is generally longer than one year. This primarily impacts receivables, contract assets, inventories, and
contract liabilities. We classify all other assets and liabilities based on whether the asset will be realized or the liability will be
paid within one year.
Use of estimates – We prepare our consolidated financial statements in conformity with U.S. generally accepted
accounting principles (GAAP). In doing so, we are required to make estimates and assumptions that affect the amounts reported
in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on
various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our
actual results may differ materially from these estimates. Significant estimates inherent in the preparation of our consolidated
financial statements include, but are not limited to, accounting for sales and cost recognition; postretirement benefit plans;
environmental liabilities and assets for the portion of environmental costs that are probable of future recovery; evaluation of
goodwill, intangible assets, investments and other assets for impairment; income taxes including deferred income taxes; fair
value measurements; and contingencies.
Revenue Recognition – The majority of our net sales are generated from long-term contracts with the U.S. Government
and international customers (including foreign military sales (FMS) contracted through the U.S. Government) for the research,
design, development, manufacture, integration and sustainment of advanced technology systems, products and services. We
account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment
terms are identified, the contract has commercial substance and collectability of consideration is probable. For certain contracts
that meet the foregoing requirements, primarily international direct commercial sale contracts, we are required to obtain certain
regulatory approvals. In these cases, we recognize revenue when it is probable that we will receive regulatory approvals based
upon all known facts and circumstances. We provide our products and services under fixed-price and cost-reimbursable
contracts.
Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual
costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss.
Some fixed-price contracts have a performance-based component under which we may earn incentive payments or incur
financial penalties based on our performance.
Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract plus a
fee up to a ceiling based on the amount that has been funded. Typically, we enter into three types of cost-reimbursable
contracts: cost-plus-award-fee, cost-plus-incentive-fee, and cost-plus-fixed-fee. Cost-plus-award-fee contracts provide for an
award fee that varies within specified limits based on the customer’s assessment of our performance against a predetermined set
of criteria, such as targets based on cost, quality, technical and schedule criteria. Cost-plus-incentive-fee contracts provide for
reimbursement of costs plus a fee, which is adjusted by a formula based on the relationship of total allowable costs to total
68
target costs (i.e., incentive based on cost) or reimbursement of costs plus an incentive to exceed stated performance targets (i.e.,
incentive based on performance). Cost-plus-fixed-fee contracts provide a fixed fee that is negotiated at the inception of the
contract and does not vary with actual costs.
We assess each contract at its inception to determine whether it should be combined with other contracts. When making
this determination, we consider factors such as whether two or more contracts were negotiated and executed at or near the same
time or were negotiated with an overall profit objective. If combined, we treat the combined contracts as a single contract for
revenue recognition purposes.
We evaluate the products or services promised in each contract at inception to determine whether the contract should be
accounted for as having one or more performance obligations. The products and services in our contracts are typically not
distinct from one another due to their complex relationships and the significant contract management functions required to
perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation. In limited
cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not
highly complex or interrelated or involve different product lifecycles. Significant judgment is required in determining
performance obligations, and these decisions could change the amount of revenue and profit recorded in a given period. We
classify net sales as products or services on our consolidated statements of earnings based on the predominant attributes of the
performance obligations.
We determine the transaction price for each contract based on the consideration we expect to receive for the products or
services being provided under the contract. For contracts where a portion of the price may vary (e.g. awards, incentive fees and
claims), we estimate variable consideration at the most likely amount, which is included in the transaction price to the extent it
is probable that a significant reversal of cumulative revenue recognized will not occur. We analyze the risk of a significant
revenue reversal and if necessary constrain the amount of variable consideration recognized in order to mitigate this risk.
At the inception of a contract we estimate the transaction price based on our current rights and do not contemplate future
modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Contracts are often
subsequently modified to include changes in specifications, requirements or price, which may create new or change existing
enforceable rights and obligations. Depending on the nature of the modification, we consider whether to account for the
modification as an adjustment to the existing contract or as a separate contract. Generally, modifications to our contracts are not
distinct from the existing contract due to the significant integration and interrelated tasks provided in the context of the contract.
Therefore, such modifications are accounted for as if they were part of the existing contract and recognized as a cumulative
adjustment to revenue.
For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation
based on the estimated standalone selling price of the product or service underlying each performance obligation. The
standalone selling price represents the amount we would sell the product or service to a customer on a standalone basis (i.e., not
bundled with any other products or services). Our contracts with the U.S. Government, including FMS contracts, are subject to
the Federal Acquisition Regulations (FAR) and the price is typically based on estimated or actual costs plus a reasonable profit
margin. As a result of these regulations, the standalone selling price of products or services in our contracts with the U.S.
Government and FMS contracts are typically equal to the selling price stated in the contract.
For non-U.S. Government contracts with multiple performance obligations, we evaluate whether the stated selling prices
for the products or services represent their standalone selling prices. We primarily sell customized solutions unique to a
customer’s specifications. When it is necessary to allocate the transaction price to multiple performance obligations, we
typically use the expected cost plus a reasonable profit margin to estimate the standalone selling price of each product or
service. We occasionally sell standard products or services with observable standalone sales transactions. In these situations, the
observable standalone sales transactions are used to determine the standalone selling price.
We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and
services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms
and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time
as we perform under the contract because control of the work in process transfers continuously to the customer. For most
contracts with the U.S. Government and FMS contracts, this continuous transfer of control of the work in process to the
customer is supported by clauses in the contract that give the customer ownership of work in process and allow the customer to
unilaterally terminate the contract for convenience and pay us for costs incurred plus a reasonable profit. For most non-U.S.
Government contracts, primarily international direct commercial contracts, continuous transfer of control to our customer is
supported because we deliver products that do not have an alternative use to us and if our customer were to terminate the
contract for reasons other than our non-performance we would have the right to recover damages which would include, among
other potential damages, the right to payment for our work performed to date plus a reasonable profit.
69
For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized
based on the extent of progress towards completion of the performance obligation, generally using the percentage-of-
completion cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer as
we incur costs on our contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress
towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the
performance obligation(s). For performance obligations to provide services to the customer, revenue is recognized over time
based on costs incurred or the right to invoice method (in situations where the value transferred matches our billing rights) as
our customer receives and consumes the benefits.
For performance obligations in which control does not continuously transfer to the customer, we recognize revenue at the
point in time in which each performance obligation is fully satisfied. This coincides with the point in time the customer obtains
control of the product or service, which typically occurs upon customer acceptance or receipt of the product or service, given
that we maintain control of the product or service until that point.
Backlog (i.e., unfulfilled or remaining performance obligations) represents the sales we expect to recognize for our
products and services for which control has not yet transferred to the customer. It is converted into sales in future periods as
work is performed or deliveries are made. For our cost-reimbursable and fixed-priced-incentive contracts, the estimated
consideration we expect to receive pursuant to the terms of the contract may exceed the contractual award amount. The
estimated consideration is determined at the outset of the contract and is continuously reviewed throughout the contract period.
In determining the estimated consideration, we consider the risks related to the technical, schedule and cost impacts to complete
the contract and an estimate of any variable consideration. Periodically, we review these risks and may increase or decrease
backlog accordingly. As the risks on such contracts are successfully retired, the estimated consideration from customers may be
reduced, resulting in a reduction of backlog without a corresponding recognition of sales. As of December 31, 2022, our ending
backlog was $150.0 billion. We expect to recognize approximately 37% of our backlog over the next 12 months and
approximately 61% over the next 24 months as revenue, with the remainder recognized thereafter.
For arrangements with the U.S. Government and FMS contracts, we generally do not begin work on contracts until
funding is appropriated by the customer. Billing timetables and payment terms on our contracts vary based on a number of
factors, including the contract type. Typical payment terms under fixed-price contracts with the U.S. Government provide that
the customer pays either performance-based payments (PBPs) based on the achievement of contract milestones or progress
payments based on a percentage of costs we incur. Typical payment terms under cost-reimbursable contracts with the U.S
Government provide for billing of allowable costs incurred plus applicable fee on a monthly or semi-monthly basis. For the
majority of our international direct commercial contracts to deliver complex systems, we typically receive advance payments
prior to commencement of work, as well as milestone payments that are paid in accordance with the terms of our contract as we
perform. We recognize a liability for payments in excess of revenue recognized, which is presented as a contract liability on the
balance sheet. The portion of payments retained by the customer until final contract settlement is not considered a significant
financing component because the intent is to protect the customer from our failure to adequately complete some or all of the
obligations under the contract. Payments received from customers in advance of revenue recognition are not considered to be
significant financing components because they are used to meet working capital demands that can be higher in the early stages
of a contract.
For fixed-price and cost-reimbursable contracts, we present revenues recognized in excess of billings as contract assets on
the balance sheet. Amounts billed and due from our customers under both contract types are classified as receivables on the
balance sheet.
Significant estimates and assumptions are made in estimating contract sales, costs, and profit. We estimate profit as the
difference between estimated revenues and total estimated costs to complete the contract. At the outset of a long-term contract,
we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract, as well as our
ability to earn variable consideration, and assess the effects of those risks on our estimates of sales and total costs to complete
the contract. The estimates consider the technical requirements (e.g., a newly-developed product versus a mature product), the
schedule and associated tasks (e.g., the number and type of milestone events) and costs (e.g., material, labor, subcontractor,
overhead, general and administrative and the estimated costs to fulfill our industrial cooperation agreements, sometimes
referred to as offset or localization agreements, required under certain contracts with international customers). The initial profit
booking rate of each contract considers risks surrounding the ability to achieve the technical requirements, schedule and costs in
the initial estimated total costs to complete the contract. Profit booking rates may increase during the performance of the
contract if we successfully retire risks related to technical, schedule and cost aspects of the contract, which decreases the
estimated total costs to complete the contract or may increase the variable consideration we expect to receive on the contract.
Conversely, our profit booking rates may decrease if the estimated total costs to complete the contract increase or our estimates
of variable consideration we expect to receive decrease. All of the estimates are subject to change during the performance of the
70
contract and may affect the profit booking rate. When estimates of total costs to be incurred on a contract exceed total estimates
of the transaction price, a provision for the entire loss is determined at the contract level and is recorded in the period in which
the loss is evident, which we refer to as a reach-forward loss.
Comparability of our segment sales, operating profit and operating margin may be impacted favorably or unfavorably by
changes in profit booking rates on our contracts for which we recognize revenue over time using the percentage-of-completion
cost-to-cost method to measure progress towards completion. Increases in the profit booking rates, typically referred to as
favorable profit adjustments, usually relate to revisions in the estimated total costs to fulfill the performance obligations that
reflect improved conditions on a particular contract. Conversely, conditions on a particular contract may deteriorate, resulting in
an increase in the estimated total costs to fulfill the performance obligations and a reduction in the profit booking rate and are
typically referred to as unfavorable profit adjustments. Increases or decreases in profit booking rates are recognized in the
current period they are determined and reflect the inception-to-date effect of such changes. Segment operating profit and margin
may also be impacted favorably or unfavorably by other items, which may or may not impact sales. Favorable items may
include the positive resolution of contractual matters, cost recoveries on severance and restructuring, insurance recoveries and
gains on sales of assets. Unfavorable items may include the adverse resolution of contractual matters; COVID-19 impacts or
supply chain disruptions; restructuring charges (except for significant severance actions, which are excluded from segment
operating results); reserves for disputes; certain asset impairments; and losses on sales of certain assets.
Our consolidated net profit booking rate adjustments increased segment operating profit by approximately $1.8 billion in
2022, $2.0 billion in 2021 and $1.8 billion in 2020. These adjustments increased net earnings by approximately $1.4 billion
($5.40 per share) in 2022 and $1.6 billion ($5.81 per share) in 2021 and $1.5 billion ($5.33 per share) in 2020. We recognized
net sales from performance obligations satisfied in prior periods of approximately $2.0 billion in both 2022 and 2020, and
$2.2 billion in 2021, which primarily relate to changes in profit booking rates that impacted revenue.
We have various development programs for new and upgraded products, services, and related technologies which have
complex design and technical challenges. This development work is inherently uncertain and subject to significant variability in
estimates of the cost and time required to complete the work by us and our suppliers. Many of these programs have cost-type
contracting arrangements (e.g. cost-reimbursable or cost-plus-fee). In such cases, the associated financial risks are primarily in
reduced fees, lower profit rates, or program cancellation if cost, schedule, or technical performance issues arise.
However, some of our existing development programs are contracted on a fixed-price basis or include cost-type
contracting for the development phase with fixed-price production options and our customers are increasingly implementing
procurement policies such as these that shift risk to contractors. Competitively bid programs with fixed-price development work
or fixed-price production options increase the risk of a reach-forward loss upon contract award and during the period of contract
performance. Due to the complex and often experimental nature of development programs, we may experience (and have
experienced in the past) technical and quality issues during the development of new products or technologies for a variety of
reasons. Our development programs are ongoing, and while we believe the cost and fee estimates incorporated in the financial
statements are appropriate, the technical complexity of these programs and fixed-price contract structure creates financial risk
as estimated completion costs may exceed the current contract value, which could trigger earnings charges, termination
provisions, or other financially significant exposures. These programs have risk for reach-forward losses if our estimated costs
exceed our estimated contract revenues, and such losses could be significant to our financial results, cash flows, or financial
condition. Any such losses are recorded in the period in which the loss is evident.
We have experienced performance issues on a classified fixed-price incentive fee contract that involves highly complex
design and systems integration at our Aeronautics business segment and have periodically recognized reach-forward losses. We
continue to monitor the technical requirements, remaining work, schedule, and estimated costs to complete the program. During
the fourth quarter of 2022, we revised our estimated costs to complete the program by reviewing the design and system
integration requirements, remaining work, and schedule and recorded an additional charge of approximately $20 million. Based
on this and the revised schedule, which was agreed to in 2021, cumulative losses were approximately $270 million as of
December 31, 2022. We will continue to monitor our performance, any future changes in scope, and estimated costs to
complete the program and may have to record additional losses in future periods if we experience further performance issues,
increases in scope, or cost growth, which could be material to our financial results. In addition, we and our industry team will
incur advanced procurement costs (also referred to as pre-contract costs) in order to enhance our ability to achieve the revised
schedule and certain milestones. We will monitor the recoverability of pre-contract costs, which could be impacted by the
customer’s decision regarding future phases of the program.
We are responsible for a program to design, develop and construct a ground-based radar at our RMS business segment.
The program has experienced performance issues for which we have periodically recognized reach-forward losses. As of
December 31, 2022, cumulative losses remained at approximately $280 million. We will continue to monitor our performance,
any future changes in scope, and estimated costs to complete the program and may have to record additional losses in future
71
periods if we experience further performance issues, increases in scope, or cost growth. However, based on the losses
previously recorded and our current estimate of the sales and costs to complete the program, at this time we do not anticipate
that additional losses, if any, would be material to our financial results or financial condition.
Research and development and similar costs – We conduct research and development (R&D) activities using our own
funds (referred to as company-funded R&D or independent research and development (IR&D)) and under contractual
arrangements with our customers (referred to as customer-funded R&D) to enhance existing products and services and to
develop future technologies. R&D costs include basic research, applied research, concept formulation studies, design,
development, and related test activities. Company-funded R&D costs are allocated to customer contracts as part of the general
and administrative overhead costs and are generally recoverable to the extent allocable to our cost-reimbursable customer
contracts with the U.S. Government. These costs also may be recoverable to the extent allocable to certain fixed-price incentive
contracts with the U.S. Government. Customer-funded R&D costs are charged directly to the related customer contracts.
Substantially all R&D costs are charged to cost of sales as incurred. Company-funded R&D costs charged to cost of sales
totaled $1.7 billion, $1.5 billion and $1.3 billion in 2022, 2021 and 2020.
Stock-based compensation – We issue stock-based compensation awards in the form of restricted stock units (RSUs) and
performance stock units (PSUs) that generally vest three years from the grant date and are settled in shares. Compensation cost
related to all stock-based awards is measured at the grant date based on the estimated fair value of the award. The grant date fair
value of RSUs is equal to the closing market price of our common stock on the grant date less a discount to reflect the delay in
payment of dividend-equivalent cash payments that are made only upon vesting. The grant date fair value of PSUs is measured
in a manner similar to RSUs for awards that vest based on service and performance conditions or using a Monte Carlo model
for awards that vest based on service and market conditions.
For all RSUs, we recognize the grant date fair value, less estimated forfeitures, as compensation expense ratably over the
requisite service period, which is shorter than the vesting period if the employee is retirement eligible on the date of grant or
will become retirement eligible before the end of the vesting period. For PSUs that vest based on service and performance
conditions, we recognize the grant date fair value, less estimated forfeitures, as compensation expense ratably over the vesting
period based on the number of awards expected to ultimately vest. For PSUs that vest based on service and market conditions,
we recognize the grant date fair value, less estimated forfeitures, as compensation expense ratably over the vesting period. At
each reporting date, estimated forfeitures for all stock-based compensation awards and the number of PSUs expected to vest
based on service and performance conditions is adjusted.
Income taxes – We calculate our provision for income taxes using the asset and liability method, under which deferred tax
assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist
between the financial statement carrying amount of assets and liabilities and their respective tax bases, as well as from
operating loss and tax credit carry-forwards. The provision for income taxes differs from the amounts currently receivable or
payable because certain items of income and expense are recognized in different periods for financial reporting purposes than
for income tax purposes. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in
which we expect the temporary differences to be recovered or paid.
We periodically assess our tax exposures related to periods that are open to examination. Based on the latest available
information, we evaluate our tax positions to determine whether the position will more likely than not be sustained upon
examination by the Internal Revenue Service (IRS) or other taxing authorities. If we cannot reach a more-likely-than-not
determination, no benefit is recorded. If we determine that the tax position is more likely than not to be sustained, we record the
largest amount of benefit that is more likely than not to be realized when the tax position is settled. We record interest and
penalties related to income taxes as a component of income tax expense on our consolidated statements of earnings. Interest and
penalties were not material during 2022, 2021 or 2020.
In accordance with the regulations that govern cost accounting requirements for government contracts, current state and
local income and franchise taxes are generally considered allowable and allocable costs and, consistent with industry practice,
are recorded in operating costs and expenses. We generally recognize changes in deferred state taxes and unrecognized state tax
benefits in unallocated corporate expenses.
Cash and cash equivalents – Cash equivalents include highly liquid instruments with original maturities of 90 days or
less.
Receivables – Receivables, net represent our unconditional right to consideration under the contract and include amounts
billed and currently due from customers. Receivables, net are recorded at the net amount expected to be collected. There were
no significant impairment losses related to our receivables in 2022, 2021 or 2020.
72
Contract assets – Contract assets include unbilled amounts typically resulting from sales under contracts when the
percentage-of-completion cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount
billed to the customer. Contract assets are recorded at the net amount expected to be billed and collected. Contract assets are
classified as current based on our contract operating cycle, and include amounts that may be billed and collected beyond one
year due to the long-cycle nature of our contracts.
Inventories – We record inventories at the lower of cost or estimated net realizable value. The majority of our inventory
represents work-in-process for contracts where control has not yet passed to the customer. Work-in-process primarily consists
of labor, material, subcontractor, and overhead costs. In addition, costs incurred to fulfill a contract in advance of the contract
being awarded are recorded in inventories as work-in-process if we determine that those costs relate directly to a contract or to
an anticipated contract that we can specifically identify and contract award is probable, the costs generate or enhance resources
that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs). Pre-
contract costs that are initially capitalized in inventory are generally recognized as cost of sales consistent with the transfer of
products and services to the customer upon the receipt of the anticipated contract. All other pre-contract costs, including start-
up costs, are expensed as incurred. We determine the costs of other inventories such as materials, spares and supplies by using
the first-in first-out or average cost methods. If events or changes in circumstances indicate that pre-contract costs are no longer
recoverable or the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or
other causes, a loss is recognized in the period in which it occurs.
Contract liabilities – Contract liabilities include advance payments and billings in excess of revenue recognized. Contract
liabilities are classified as current based on our contract operating cycle and reported on a contract-by-contract basis, net of
revenue recognized, at the end of each reporting period.
Property, plant and equipment – Property, plant and equipment are initially recorded at cost. The cost of plant and
equipment are depreciated generally using accelerated methods during the first half of the estimated useful lives of the assets
and the straight-line method thereafter. The estimated useful lives of our plant and equipment generally range from 10 to 40
years for buildings and five to 15 years for machinery and equipment. No depreciation expense is recorded on construction in
progress until such assets are placed into operation.
We review the carrying amounts of long-lived assets for impairment if events or changes in the facts and circumstances
indicate that their carrying amounts may not be recoverable. We assess impairment by comparing the estimated undiscounted
future cash flows of the related asset grouping to its carrying amount. If an asset is determined to be impaired, we recognize an
impairment charge in the current period for the difference between the fair value of the asset and its carrying amount.
Capitalized software – We capitalize certain costs associated with the development or purchase of internal-use software.
The amounts capitalized are included in other noncurrent assets on our consolidated balance sheets and are amortized on a
straight-line basis over the estimated useful life of the resulting software, which ranges from two to 15 years. As of December
31, 2022 and 2021, capitalized software totaled $919 million and $777 million, net of accumulated amortization of $2.6 billion
and $2.3 billion. No amortization expense is recorded until the software is ready for its intended use. Amortization expense
related to capitalized software was $253 million in 2022, $175 million in 2021 and $166 million in 2020.
Fair value of financial instruments – We measure the fair value of our financial instruments using observable and
unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs
reflect internal market assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels:
Level 1 – quoted prices in active markets for identical assets or liabilities.
Level 2 – inputs, other than quoted prices, observable by a marketplace participant either directly or indirectly.
Level 3 – unobservable inputs significant to the fair value measurement.
Investments – We hold a portfolio of marketable securities to fund our non-qualified employee benefit plans. A portion of
these securities are held in common/collective trust funds and are measured at fair value using Net Asset Value (NAV) per
share as a practical expedient. Marketable securities accounted for as trading are recorded at fair value on a recurring basis and
are included in other noncurrent assets on our consolidated balance sheets. Gains and losses on these investments are included
in other unallocated, net within cost of sales on our consolidated statements of earnings.
We make investments in certain companies that we believe are advancing or developing new technologies applicable to our
business. These investments may be in the form of common or preferred stock, warrants, convertible debt securities or
investments in funds. Most of the investments are in equity securities without readily determinable fair values, which are
measured initially at cost and are then adjusted to fair value only if there is an observable price change or reduced for
impairment, if applicable. Investments with quoted market prices in active markets (Level 1) are recorded at fair value at the
73
end of each reporting period. The carrying amounts of these were $589 million and $577 million at December 31, 2022 and
December 31, 2021 and are included on our consolidated balance sheets within other assets, both current and noncurrent.
During 2022, we recorded $114 million ($86 million, or $0.33 per share, after-tax) of net losses, compared to net gains of
$265 million ($199 million, or $0.72 per share, after-tax) during 2021, due to changes in fair value and/or sales of investments
which are reflected in the other non-operating income, net account on our consolidated statements of earnings.
Equity method investments – Investments where we have the ability to exercise significant influence, but do not control,
are accounted for under the equity method of accounting and are included in other noncurrent assets on our consolidated
balance sheets. Significant influence typically exists if we have a 20% to 50% ownership interest in the investee. Under this
method of accounting, our share of the net earnings or losses of the investee is included in operating profit in other income, net
on our consolidated statements of earnings since the activities of the investee are closely aligned with the operations of the
business segment holding the investment. We evaluate our equity method investments for impairment whenever events or
changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of
an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. As of
December 31, 2022 and December 31, 2021, our equity method investments totaled $685 million and $689 million, which was
primarily composed of our investment in the United Launch Alliance (ULA) joint venture. Our share of net earnings related to
our equity method investees was $114 million in 2022, $97 million in 2021 and $163 million in 2020, of which approximately
$100 million, $65 million and $135 million was included in our Space business segment operating profit.
In July 2020, we entered into an agreement to sell our ownership interest in Advanced Military Maintenance, Repair and
Overhaul Center (AMMROC) to our joint venture partner for $307 million. As a result, we adjusted the carrying value of our
investment to the selling price of $307 million, which resulted in the recognition of a noncash impairment charge of
$128 million ($96 million, or $0.34 per share, after-tax) in our results of operations disclosed in 2020.
Goodwill and Intangible Assets – The assets and liabilities of acquired businesses are recorded under the acquisition
method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values
assigned to the underlying identifiable net assets of acquired businesses. Intangible assets from acquired businesses are
recognized at fair value on the acquisition date and consist of customer programs, trademarks, customer relationships,
technology and other intangible assets. Customer programs include values assigned to major programs of acquired businesses
and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying
the associated program. Intangible assets are amortized over a period of expected cash flows used to measure fair value, which
typically ranges from five to 20 years.
We perform an impairment test of our goodwill at least annually in the fourth quarter or more frequently whenever events
or changes in circumstances indicate the carrying value of goodwill may be impaired. Such events or changes in circumstances
may include a significant deterioration in overall economic conditions, changes in the business climate of our industry, a
decline in our market capitalization, operating performance indicators, competition, reorganizations of our business, U.S.
Government budget restrictions or the disposal of all or a portion of a reporting unit. Our goodwill has been allocated to and is
tested for impairment at a level referred to as the reporting unit, which is typically a level below our business segments. The
level at which we test goodwill for impairment requires us to determine whether the operations below the business segment
constitute a self-sustaining business for which discrete financial information is available and segment management regularly
reviews the operating results.
We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment. For
selected reporting units where we use the qualitative approach, we perform a qualitative evaluation of events and circumstances
impacting the reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if we
determine it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is
necessary. Otherwise we perform a quantitative impairment test. We perform quantitative tests for most reporting units at least
once every three years. However, for certain reporting units we may perform a quantitative impairment test every year.
For the quantitative impairment test we compare the fair value of a reporting unit to its carrying value, including goodwill.
If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying
value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount
equal to that excess. We generally estimate the fair value of each reporting unit using a combination of a discounted cash flow
(DCF) analysis and market-based valuation methodologies such as comparable public company trading values and values
observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the
amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public
company earnings multiples and relevant transaction multiples. The cash flows employed in the DCF analysis are based on our
best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, U.S.
Government budgets, existing firm orders, expected future orders, contracts with suppliers, labor agreements, changes in
working capital, long term business plans and recent operating performance. The discount rates utilized in the DCF analysis are
74
based on the respective reporting unit’s weighted average cost of capital, which takes into account the relative weights of each
component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to
consider the risk inherent in future cash flows of the respective reporting unit. The carrying value of each reporting unit
includes the assets and liabilities employed in its operations, goodwill and allocations of certain assets and liabilities held at the
business segment and corporate levels.
During the fourth quarters of 2022, 2021 and 2020, we performed our annual goodwill impairment test for each of our
reporting units. The results of our annual impairment tests of goodwill indicated that no impairment existed.
Acquired intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing
or more frequently if events or change in circumstance indicate that it is more likely than not that the asset is impaired. This
testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value.
Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from five to 20 years, based on the
nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. We perform an
impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be
impaired.
Leases – We evaluate whether our contractual arrangements contain leases at the inception of such arrangements.
Specifically, we consider whether we can control the underlying asset and have the right to obtain substantially all of the
economic benefits or outputs from the asset. Substantially all of our leases are long-term operating leases with fixed payment
terms. We do not have significant financing leases. Our right-of-use (ROU) operating lease assets represent our right to use an
underlying asset for the lease term, and our operating lease liabilities represent our obligation to make lease payments. ROU
operating lease assets are recorded in other noncurrent assets in our consolidated balance sheet. Operating lease liabilities are
recorded in other current liabilities or other noncurrent liabilities in our consolidated balance sheet based on their contractual
due dates.
Both the ROU operating lease asset and liability are recognized as of the lease commencement date at the present value of
the lease payments over the lease term. Most of our leases do not provide an implicit rate that can readily be determined.
Therefore, we use a discount rate based on our incremental borrowing rate, which is determined using our credit rating and
information available as of the commencement date. ROU operating lease assets include lease payments made at or before the
lease commencement date, net of any lease incentives.
Our operating lease agreements may include options to extend the lease term or terminate it early. We include options to
extend or terminate leases in the ROU operating lease asset and liability when it is reasonably certain we will exercise these
options. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of sales on our
consolidated statement of earnings.
We have operating lease arrangements with lease and non-lease components. The non-lease components in our
arrangements are not significant when compared to the lease components. For all operating leases, we account for the lease and
non-lease components as a single component. Additionally, for certain equipment leases, we apply a portfolio approach to
recognize operating lease ROU assets and liabilities. We evaluate ROU assets for impairment consistent with our property,
plant and equipment policy.
Postretirement benefit plans – Many of our employees and retirees participate in defined benefit pension plans, retiree
medical and life insurance plans, and other postemployment plans (collectively, postretirement benefit plans). Obligation
amounts we record related to our postretirement benefit plans are computed based on service to date, using actuarial valuations
that are based in part on certain key economic assumptions we make, including the discount rate, the expected long-term rate of
return on plan assets and other actuarial assumptions including participant longevity (also known as mortality) and health care
cost trend rates, each as appropriate based on the nature of the plans.
A market-related value of our plan assets, determined using actual asset gains or losses over the prior three year period, is
used to calculate the amount of deferred asset gains or losses to be amortized. These asset gains or losses, along with those
resulting from adjustments to our benefit obligation, will be amortized to expense using the corridor method, where gains and
losses are recognized over a period of years to the extent they exceed 10% of the greater of plan assets or benefit obligations.
We recognize on a plan-by-plan basis the funded status of our postretirement benefit plans as either an asset recorded
within other noncurrent assets or a liability recorded within noncurrent liabilities on our consolidated balance sheets. The
GAAP funded status is measured as the difference between the fair value of the plan’s assets and the benefit obligation of the
plan. The funded status under the Employee Retirement Income Security Act of 1974 (ERISA), as amended, is calculated on a
different basis than under GAAP.
75
Postemployment plans – We record a liability for postemployment benefits, such as severance or job training, typically
when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or
accumulated.
Environmental matters – We record a liability for environmental matters when it is probable that a liability has been
incurred and the amount can be reasonably estimated. The amount of liability recorded is based on our estimate of the costs to
be incurred for remediation at a particular site. We do not discount the recorded liabilities, as the amount and timing of future
cash payments are not fixed or cannot be reliably determined. Our environmental liabilities are recorded on our consolidated
balance sheets within other liabilities, both current and noncurrent. We expect to include a substantial portion of environmental
costs in our net sales and cost of sales in future periods pursuant to U.S. Government regulation. At the time a liability is
recorded for future environmental costs, we record assets for estimated future recovery considered probable through the pricing
of products and services to agencies of the U.S. Government, regardless of the contract form (e.g., cost-reimbursable, fixed-
price). We continually evaluate the recoverability of our assets for the portion of environmental costs that are probable of future
recovery by assessing, among other factors, U.S. Government regulations, our U.S. Government business base and contract
mix, our history of receiving reimbursement of such costs, and efforts by some U.S. Government representatives to limit such
reimbursement. We include the portions of those environmental costs expected to be allocated to our non-U.S. Government
contracts, or determined not to be recoverable under U.S. Government contracts, in our cost of sales at the time the liability is
established or adjusted. Our assets for the portion of environmental costs that are probable of future recovery are recorded on
our consolidated balance sheets within other assets, both current and noncurrent. We project costs and recovery of costs over
approximately 20 years.
Derivative financial instruments – Derivatives are recorded at their fair value and included in other current and
noncurrent assets and liabilities on our consolidated balance sheets. The classification of gains and losses resulting from
changes in the fair values of derivatives is dependent on our intended use of the derivative and its resulting designation.
Adjustments to reflect changes in fair values of derivatives attributable to highly effective hedges are either reflected in
earnings and largely offset by corresponding adjustments to the hedged items or reflected net of income taxes in accumulated
other comprehensive loss until the hedged transaction is recognized in earnings. Changes in the fair value of the derivatives that
are not highly effective, if any, are immediately recognized in earnings.
Note 2 – Earnings Per Share
The weighted average number of shares outstanding used to compute earnings per common share were as follows
(in millions):
Weighted average common shares outstanding for basic computations
Weighted average dilutive effect of equity awards
Weighted average common shares outstanding for diluted computations
2022
263.7
0.9
264.6
2021
276.4
1.0
277.4
2020
280.0
1.2
281.2
We compute basic and diluted earnings per common share by dividing net earnings by the respective weighted average
number of common shares outstanding for the periods presented. Our calculation of diluted earnings per common share also
includes the dilutive effects for the assumed vesting of outstanding restricted stock units (RSUs) and performance stock units
(PSUs) based on the treasury stock method. There were no significant anti-dilutive equity awards for the years ended December
31, 2022, 2021 and 2020. Basic and diluted weighted average common shares outstanding decreased in 2022 compared to 2021
due to share repurchases.
Note 3 – Information on Business Segments
Overview
We operate in four business segments: Aeronautics, MFC, RMS and Space. We organize our business segments based on
the nature of products and services offered. Following is a brief description of the activities of our business segments:
•
Aeronautics – Engaged in the research, design, development, manufacture, integration, sustainment, support and upgrade
of advanced military aircraft, including combat and air mobility aircraft, unmanned air vehicles and related technologies.
• Missiles and Fire Control – Provides air and missile defense systems; tactical missiles and air-to-ground precision strike
weapon systems; logistics; fire control systems; mission operations support, readiness, engineering support and integration
services; manned and unmanned ground vehicles; and energy management solutions.
76
•
•
Rotary and Mission Systems – Designs, manufactures, services and supports various military and commercial helicopters,
surface ships, sea and land-based missile defense systems, radar systems, sea and air-based mission and combat systems,
command and control mission solutions, cyber solutions, and simulation and training solutions.
Space – Engaged in the research and design, development, engineering and production of satellites, space transportation
systems, and strategic, advanced strike, and defensive systems. Space provides network-enabled situational awareness and
integrates complex space and ground global systems to help our customers gather, analyze and securely distribute critical
intelligence data. Space is also responsible for various classified systems and services in support of vital national security
systems. Operating profit for our Space business segment also includes our share of earnings for our 50% ownership
interest in ULA, which provides expendable launch services to the U.S. Government and commercial customers. Our
investment in ULA totaled $571 million and $585 million at December 31, 2022 and 2021.
Selected Financial Data by Business Segment
Net sales of our business segments in the following tables exclude intersegment sales as these activities are eliminated in
consolidation and thus are not included in management’s evaluation of performance of each segment. Business segment
operating profit includes our share of earnings or losses from equity method investees as the operating activities of the equity
method investees are closely aligned with the operations of our business segments.
Summary Operating Results
Sales and operating profit for each of our business segments were as follows (in millions):
Net sales
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
Total net sales
Operating profit
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
Total business segment operating profit
Unallocated items
FAS/CAS pension operating adjustment
Severance and other charges (a)
Other, net (b)
Total unallocated, net
Total consolidated operating profit
2022
2021
2020
$ 26,987 $ 26,748 $ 26,266
11,257
11,693
11,317
15,995
16,789
16,148
11,532
11,880
11,814
$ 65,984 $ 67,044 $ 65,398
$ 2,866 $ 2,799 $ 2,843
1,545
1,615
1,149
7,152
1,648
1,798
1,134
7,379
1,635
1,673
1,045
7,219
1,960
1,709
(100)
(480)
1,129
1,876
(27)
(357)
1,492
$ 8,348 $ 9,123 $ 8,644
(36)
(180)
1,744
(a) Severance and other charges in 2022 include $100 million ($79 million, or $0.31 per share, after-tax) charge related to actions at our
RMS business segment, which include severance costs for reduction of positions and asset impairment charges; $36 million ($28 million,
or $0.10 per share, after-tax) charge during 2021 associated with plans to close and consolidate certain facilities and reduce total
workforce within our RMS business segment; and $27 million ($21 million, or $0.08 per share, after-tax) charge during 2020 related to
the planned elimination of certain positions primarily at our corporate functions.
(b) Other, net in 2020 includes a noncash impairment charge of $128 million ($96 million, or $0.34 per share, after-tax) for our investment
in the international equity method investee, AMMROC. (See “Note 1 – Organization and Significant Accounting Policies”).
Unallocated Items
Business segment operating profit excludes the FAS/CAS pension operating adjustment described below, a portion of
corporate costs not considered allowable or allocable to contracts with the U.S. Government under the applicable U.S.
Government cost accounting standards (CAS) or federal acquisition regulations (FAR), and other items not considered part of
management’s evaluation of segment operating performance such as a portion of management and administration costs, legal
fees and settlements, environmental costs, stock-based compensation expense, changes in the fair value of investments held in a
77
trust for deferred compensation plans, retiree benefits, significant severance actions, significant asset impairments, gains or
losses from divestitures, and other miscellaneous corporate activities. Excluded items are included in the reconciling item
“Unallocated items” between operating profit from our business segments and our consolidated operating profit. See “Note 1 –
Organization and Significant Accounting Policies” (under the caption “Use of Estimates”) for a discussion related to certain
factors that may impact the comparability of net sales and operating profit of our business segments.
FAS/CAS Pension Operating Adjustment
Our business segments’ results of operations include pension expense only as calculated under U.S. Government Cost
Accounting Standards (CAS), which we refer to as CAS pension cost. We recover CAS pension and other postretirement
benefit plan cost through the pricing of our products and services on U.S. Government contracts and, therefore, recognize CAS
pension cost in each of our business segment’s net sales and cost of sales. Our consolidated financial statements must present
pension and other postretirement benefit plan (expense) income calculated in accordance with Financial Accounting Standards
(FAS) requirements under U.S. GAAP. The operating portion of the total FAS/CAS pension adjustment represents the
difference between the service cost component of FAS pension (expense) income and total CAS pension cost. The non-service
FAS pension (expense) income components are included in non-service FAS pension (expense) income in our consolidated
statements of earnings. As a result, to the extent that CAS pension cost exceeds the service cost component of FAS pension
(expense) income, we have a favorable FAS/CAS pension operating adjustment.
The total FAS/CAS pension adjustments, including the service and non-service cost components of FAS pension (expense)
income for our qualified defined benefit pension plans, were as follows (in millions):
Total FAS (expense) income and CAS cost
FAS pension (expense) income
Less: CAS pension cost
Total FAS/CAS pension adjustment
Service and non-service cost reconciliation
FAS pension service cost
Less: CAS pension cost
Total FAS/CAS pension operating adjustment
Non-service FAS pension (expense) income
Total FAS/CAS pension adjustment
2022
2021
2020
$ (1,058) $ (1,398) $
118
1,796
2,066
1,977
$
738 $
668 $ 2,095
$
(87) $
(106) $
(101)
1,796
1,709
2,066
1,960
1,977
1,876
(971)
738 $
(1,292)
219
668 $ 2,095
$
The total FAS/CAS pension adjustment in 2022 reflects a noncash, non-operating pension settlement charge of $1.5 billion
($1.2 billion, or $4.33 per share, after-tax) recognized in connection with the transfer of $4.3 billion of our gross defined benefit
pension obligations and related plan assets to an insurance company in the second quarter of 2022. The total FAS/CAS pension
adjustment in 2021 reflects a noncash, non-operating pension settlement charge of $1.7 billion ($1.3 billion, or $4.72 per share,
after-tax) in connection with the transfer of $4.9 billion of our gross defined benefit pension obligations and related plan assets
to an insurance company in the third quarter of 2021. See “Note 11 – Postretirement Benefit Plans” included in our Notes to
Consolidated Financial Statements.
Intersegment Sales
Sales between our business segments are excluded from our consolidated and segment operating results as these activities
are eliminated in consolidation. Intersegment sales for each of our business segments were as follows (in millions):
Intersegment sales
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
Total intersegment sales
78
2022
2021
2020
$
249 $
219 $
627
1,930
381
618
1,895
360
243
562
1,903
377
$ 3,187 $ 3,092 $ 3,085
Disaggregation of Net Sales
Net sales by products and services, contract type, customer category and geographic region for each of our business
segments were as follows (in millions):
Net sales
Products
Services
Total net sales
Net sales by contract type
Fixed-price
Cost-reimbursable
Total net sales
Net sales by customer
U.S. Government
International (a)
U.S. commercial and other
Total net sales
Net sales by geographic region
United States
Europe
Asia Pacific
Middle East
Other
Total net sales
Net sales
Products
Services
Total net sales
Net sales by contract type
Fixed-price
Cost-reimbursable
Total net sales
Net sales by customer
U.S. Government
International (a)
U.S. commercial and other
Total net sales
Net sales by geographic region
United States
Europe
Asia Pacific
Middle East
Other
Total net sales
Aeronautics
MFC
2022
RMS
Space
Total
$
$
$
$
$
$
$
$
22,870 $
4,117
26,987 $
10,048 $
1,269
11,317 $
12,811 $
3,337
16,148 $
9,737 $
1,795
11,532 $
19,431 $
7,556
26,987 $
8,014 $
3,303
11,317 $
10,460 $
5,688
16,148 $
3,064 $
8,468
11,532 $
18,026 $
8,811
150
26,987 $
18,176 $
4,303
2,970
1,103
435
26,987 $
7,814 $
3,496
7
11,317 $
7,821 $
1,020
461
1,858
157
11,317 $
11,331 $
4,470
347
16,148 $
11,678 $
857
1,994
823
796
16,148 $
11,344 $
154
34
11,532 $
11,378 $
87
54
12
1
11,532 $
55,466
10,518
65,984
40,969
25,015
65,984
48,515
16,931
538
65,984
49,053
6,267
5,479
3,796
1,389
65,984
Aeronautics
MFC
2021
RMS
Space
Total
$
$
$
$
$
$
$
$
22,631 $
4,117
26,748 $
10,269 $
1,424
11,693 $
13,483 $
3,306
16,789 $
10,052 $
1,762
11,814 $
19,734 $
7,014
26,748 $
8,079 $
3,614
11,693 $
11,125 $
5,664
16,789 $
2,671 $
9,143
11,814 $
8,341 $
3,346
6
11,693 $
8,347 $
910
292
2,066
78
11,693 $
11,736 $
4,719
334
16,789 $
12,070 $
909
2,178
827
805
16,789 $
10,811 $
971
32
11,814 $
10,843 $
968
(6)
9
—
11,814 $
17,262 $
9,403
83
26,748 $
17,345 $
3,973
3,644
1,351
435
26,748 $
79
56,435
10,609
67,044
41,609
25,435
67,044
48,150
18,439
455
67,044
48,605
6,760
6,108
4,253
1,318
67,044
Net sales
Products
Services
Total net sales
Net sales by contract type
Fixed-price
Cost-reimbursable
Total net sales
Net sales by customer
U.S. Government
International (a)
U.S. commercial and other
Total net sales
Net sales by geographic region
United States
Europe
Asia Pacific
Middle East
Other
Total net sales
Aeronautics
MFC
2020
RMS
Space
Total
$
$
$
$
$
$
$
$
22,327 $
3,939
26,266 $
9,804 $
1,453
11,257 $
12,748 $
3,247
15,995 $
10,049 $
1,831
11,880 $
18,477 $
7,789
26,266 $
7,587 $
3,670
11,257 $
10,795 $
5,200
15,995 $
2,247 $
9,633
11,880 $
18,175 $
8,012
79
26,266 $
18,254 $
3,283
3,162
1,344
223
26,266 $
8,404 $
2,842
11
11,257 $
8,415 $
767
280
1,749
46
11,257 $
11,596 $
3,986
413
15,995 $
12,009 $
806
1,666
847
667
15,995 $
10,293 $
1,546
41
11,880 $
10,334 $
1,478
68
—
—
11,880 $
54,928
10,470
65,398
39,106
26,292
65,398
48,468
16,386
544
65,398
49,012
6,334
5,176
3,940
936
65,398
(a)
International sales include FMS contracted through the U.S. Government, direct commercial sales with international governments and
commercial and other sales to international customers.
Our Aeronautics business segment includes our largest program, the F-35 Lightning II Joint Strike Fighter, an international
multi-role, multi-variant, stealth fighter aircraft. Net sales for the F-35 program represented approximately 27% of our
consolidated net sales during both 2022 and 2021 and 28% during 2020.
Capital Expenditures, PP&E Depreciation and Software Amortization, and Amortization of Purchased Intangibles
2022
2021
2020
Capital expenditures
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
Total business segment capital expenditures
Corporate activities
Total capital expenditures
PP&E depreciation and software amortization (a)
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
Total business segment depreciation and amortization
Corporate activities
Total depreciation and amortization
Amortization of purchased intangibles
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
Total amortization of purchased intangibles
(a)
Excludes amortization of purchased intangibles.
80
$
461 $
253
266
391
1,371
299
534
391
311
403
1,639
127
$ 1,670 $ 1,522 $ 1,766
477 $
304
279
305
1,365
157
$
383 $
160
245
201
989
348 $
153
250
205
956
348
136
244
182
910
167
109
$ 1,156 $ 1,079 $ 1,019
123
$
$
1 $
2
233
12
248 $
1 $
2
232
50
285 $
—
2
232
37
271
Assets
Total assets for each of our business segments were as follows (in millions):
Assets
2022
2021
Total business segment assets
Aeronautics
Missiles and Fire Control
Rotary and Mission Systems
Space
$ 12,055 $ 10,756
5,788
5,243
17,988
17,664
6,351
6,199
42,182
39,862
11,011
10,698
$ 52,880 $ 50,873
Total assets
(a) Corporate assets primarily include cash and cash equivalents, deferred income taxes, assets for the portion of environmental costs that
are probable of future recovery, property, plant and equipment, investments held in a separate trust for deferred compensation plans and
other marketable investments.
Corporate assets (a)
Note 4 – Receivables, net, Contract Assets and Contract Liabilities
Receivables, net, contract assets and contract liabilities were as follows (in millions):
Receivables, net
Contract assets
Contract liabilities
2022
2021
$ 2,505 $ 1,963
10,579
12,318
8,107
8,488
Receivables, net consist of approximately $1.8 billion from the U.S. Government and $732 million from other governments
and commercial customers as of December 31, 2022. Substantially all accounts receivable at December 31, 2022 are expected
to be collected in 2023. We do not believe we have significant exposure to credit risk as the majority of our accounts receivable
are due from the U.S. Government either as the ultimate customer or in connection with foreign military sales.
Contract assets are net of progress payments and performance based payments from our customers as well as advance
payments from non-U.S. Government customers totaling approximately $47.0 billion and $43.9 billion as of December 31,
2022 and 2021. Contract assets increased $1.7 billion during 2022, primarily due to the recognition of revenue related to the
satisfaction or partial satisfaction of performance obligations during 2022 for which we have not yet billed our customers
(primarily on the F-35 program at Aeronautics). There were no significant credit or impairment losses related to our contract
assets during 2022 and 2021. We expect to bill our customers for the majority of the December 31, 2022 contract assets during
2023.
Contract liabilities increased $381 million during 2022, primarily due to payments received in excess of revenue
recognized on these performance obligations. During 2022, we recognized $4.8 billion of our contract liabilities at December
31, 2021 as revenue. During 2021, we recognized $4.5 billion of our contract liabilities at December 31, 2020 as revenue.
During 2020, we recognized $4.0 billion of our contract liabilities at December 31, 2019 as revenue.
Note 5 – Inventories
Inventories consisted of the following (in millions):
Materials, spares and supplies
Work-in-process
Finished goods
Total inventories
$
2022
599 $
2021
624
2,163
194
$ 3,088 $ 2,981
2,297
192
Costs incurred to fulfill a contract in advance of the contract being awarded are included in inventories as work-in-process
if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and
determine that contract award is probable, the costs generate or enhance resources that will be used in satisfying performance
obligations, and the costs are recoverable (referred to as pre-contract costs). Pre-contract costs that are initially capitalized in
inventory are generally recognized as cost of sales consistent with the transfer of products and services to the customer upon the
81
receipt of the anticipated contract. All other pre-contract costs, including start-up costs, are expensed as incurred. As of
December 31, 2022 and 2021, $791 million and $634 million of pre-contract costs were included in inventories.
Note 6 – Property, Plant and Equipment, net
Property, plant and equipment, net consisted of the following (in millions):
Land
Buildings
Machinery and equipment
Construction in progress
Total property, plant and equipment
Less: accumulated depreciation
Total property, plant and equipment, net
2022
147 $
8,555
9,400
2,036
20,138
(12,163)
7,975 $
2021
144
8,003
9,053
1,900
19,100
(11,503)
7,597
$
$
Depreciation expense related to plant and equipment was $903 million in 2022, $904 million in 2021 and $853 million in
2020.
Note 7 – Goodwill and Acquired Intangibles
Changes in the carrying amount of goodwill by business segment were as follows (in millions):
Balance at December 31, 2020
Acquisitions
Other
Balance at December 31, 2021
Acquisitions
Other
Balance at December 31, 2022
$
Aeronautics
$
MFC
RMS
Space
Total
2,091 $
—
(1)
2,090
—
(7)
2,083 $
6,768 $
—
(9)
6,759
3
(36)
6,726 $
1,760 $
17
—
1,777
—
(2)
1,775 $
10,806
17
(10)
10,813
3
(36)
10,780
187 $
—
—
187
—
9
196 $
The gross carrying amounts and accumulated amortization of our acquired intangible assets consisted of the following
(useful life in years, $ in millions):
2022
2021
Estimated
Useful
Lives
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
9 - 20
4 - 10
3 - 10
$
3,186 $
94
72
3,352
$
(1,664) $
(78)
(38)
(1,780)
1,522
16
34
1,572
3,184 $
120
76
3,380
(1,431) $
(96)
(34)
(1,561)
1,753
24
42
1,819
887
4,239 $
$
—
(1,780) $
887
2,459
$
887
4,267 $
—
(1,561) $
887
2,706
Finite-Lived:
Customer programs
Customer relationships
Other
Total finite-lived intangibles
Indefinite-Lived:
Trademark
Total acquired intangibles
Acquired finite-lived intangible assets are amortized to expense primarily on a straight-line basis over their estimated
useful lives.
Amortization expense for acquired finite-lived intangible assets was $248 million, $285 million and $271 million in 2022,
2021 and 2020. Estimated future amortization expense is as follows: $248 million in 2023; $244 million in 2024; $220 million
in 2025; $154 million in 2026; and $153 million in 2027.
82
Note 8 – Leases
We generally enter into operating lease agreements for facilities, land and equipment. Our ROU operating lease assets were
$1.1 billion at December 31, 2022. Operating lease liabilities were $1.2 billion, of which $916 million were classified as
noncurrent, at December 31, 2022. New ROU operating lease assets and liabilities entered into during 2022 were $25 million.
The weighted average remaining lease term and discount rate for our operating leases were approximately 7.4 years and 2.4% at
December 31, 2022.
We recognized operating lease expense of $275 million in both 2022 and 2021 and $223 million in 2020. In addition, we
made cash payments of $269 million for operating leases during 2022, which are included in cash flows from operating
activities in our consolidated statement of cash flows.
Future minimum lease commitments at December 31, 2022 were as follows (in millions):
2023
327
2024
2025
2026
2027
Thereafter
$
226
$
178
$
131
$
101
$
379
Total
Operating leases
$ 1,342
$
Less: imputed interest
125
Total
$ 1,217
Note 9 – Income Taxes
Income Tax Provisions
Federal and foreign income tax expense for continuing operations consisted of the following (in millions):
2022
2021
2020
Federal income tax expense (benefit):
Current
Deferred
Total federal income tax expense
Foreign income tax expense (benefit):
Current
Deferred
Total foreign income tax expense
Total federal and foreign income tax expense
$ 1,618 $ 1,325 $ 1,292
21
1,313
(194)
1,131
(776)
842
50
93
87
(16)
11
19
34
104
106
948 $ 1,235 $ 1,347
$
Our total net state income tax expense was $124 million for 2022, $195 million for 2021, and $197 million for 2020. State
income taxes are allowable costs in establishing prices for the products and services we sell to the U.S. Government. Therefore,
state income tax expenses are included in our cost of sales, as general and administrative costs. As a result, the impact of certain
transactions on our operating profit and of other matters presented in these consolidated financial statements is disclosed net of
state income taxes.
83
A reconciliation of the U.S. federal statutory income tax expense to actual income tax expense for continuing operations is
as follows (in millions):
Income tax expense at the U.S. federal statutory tax rate
Research and development tax credit
Foreign derived intangible income deduction
Tax deductible dividends
Excess tax benefits for stock-based payment awards
Other, net
Income tax expense
2022
2021
2020
Amount
Rate
Amount
Rate
Amount
Rate
$ 1,403
(178)
(176)
(67)
(42)
8
948
$
21.0 % $ 1,585
(118)
(2.7)
(170)
(2.6)
(65)
(1.0)
(0.6)
(28)
31
0.1
14.2 % $ 1,235
21.0 % $ 1,729
(97)
(1.6)
(170)
(2.3)
(64)
(0.9)
(0.4)
(52)
1
0.6
16.4 % $ 1,347
21.0 %
(1.2)
(2.1)
(0.8)
(0.6)
0.1
16.4 %
The rate for 2022 was lower than the rate for 2021 primarily due to increased research and development tax credits. The
rate for all years benefited from tax deductions for foreign derived intangible income, dividends paid to our defined
contribution plans with an employee stock ownership plan feature, and employee equity awards.
Uncertain Tax Positions
The change in unrecognized tax benefits were as follows (in millions):
Balance at January 1
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Settlements with tax authorities
Other, net
Balance at December 31
2022
2021
$
69 $
1,572
5
(2)
(23)
1
$ 1,622 $
50 $
23
30
(19)
(14)
(1)
69 $
2020
56
14
1
(20)
—
(1)
50
As of December 31, 2021, our liabilities associated with uncertain tax positions were not material. For the year ended
December 31, 2022, our liabilities associated with uncertain tax positions increased to $1.6 billion with a corresponding
increase to net deferred tax assets primarily resulting from the Tax Cuts and Jobs Act of 2017’s elimination of the option for
taxpayers to deduct research and development expenditures immediately in the year incurred and instead requiring taxpayers to
amortize such expenditures over five years. It is reasonably possible that within the next twelve months, our liabilities
associated with uncertain tax positions may increase by approximately $1.3 billion related to this provision.
This uncertain tax position will have an immaterial impact to our effective tax rate if recognized.
We recognize accrued interest and penalties related to unrecognized tax benefits as part of our income tax expense. As of
December 31, 2022 and 2021, our accrued interest and penalties related to unrecognized tax benefits were not material.
84
Deferred Income Taxes
The primary components of our federal and foreign deferred income tax assets and liabilities at December 31 were as
follows (in millions):
Deferred tax assets related to:
Pensions
Accrued compensation and benefits
Contract accounting methods
Research and development expenditures
Foreign company operating losses and credits
Other (a)
Valuation allowance
Deferred tax assets, net
Deferred tax liabilities related to:
Goodwill and intangible assets
Property, plant and equipment
Exchanged debt securities and other (a)
Deferred tax liabilities
Net deferred tax assets
(a)
Includes deferred tax assets and liabilities related to lease liability and ROU asset.
2022
2021
1,340 $
718
510
2,268
20
471
(31)
5,296
449
503
605
1,557
3,739 $
1,985
957
470
—
40
473
(15)
3,910
401
518
709
1,628
2,282
$
$
We and our subsidiaries file federal income tax returns in the U.S. and income tax returns in various foreign jurisdictions.
With few exceptions, the statute of limitations for these jurisdictions is no longer open for audit or examination for the years
before 2015 with respect to various foreign jurisdictions and before 2018 for federal income taxes in the U.S.
We withdrew from the IRS Compliance Assurance Process (CAP) program in 2022 starting with our 2021 tax return.
Examinations of the years 2018 to 2020 remain under IRS review under the CAP program. We are also subject to taxation in
various states and foreign jurisdictions including Australia, Canada, India, Italy, Japan, Poland, and the United Kingdom. We
are under, or may be subject to, audit or examination and additional assessments by the relevant authorities.
Our federal and foreign income tax payments, net of refunds, were $1.6 billion in 2022 and $1.4 billion in 2021 and 2020.
85
Note 10 – Debt
Our total debt consisted of the following (in millions):
Notes
3.10% due 2023
2.90% due 2025
4.95% due 2025
3.55% due 2026
5.10% due 2027
1.85% due 2030
3.90% due 2032
5.25% due 2033
3.60% due 2035
4.50% and 6.15% due 2036
4.07% due 2042
3.80% due 2045
4.70% due 2046
2.80% due 2050
4.09% due 2052
4.15% due 2053
5.70% due 2054
4.30% due 2062
5.90% due 2063
Other notes with rates from 4.85% to 8.5%, due 2023 to 2029
Total debt
Less: unamortized discounts and issuance costs
Total debt, net
Less: current portion
Long-term debt, net
Revolving Credit Facility
2022
2021
$
— $
—
500
1,000
750
400
800
1,000
500
1,054
1,336
1,000
1,326
750
1,578
850
1,000
650
750
1,598
16,842
500
750
—
2,000
—
400
—
—
500
1,054
1,336
1,000
1,326
750
1,578
—
—
—
—
1,605
12,799
(1,123)
11,676
(6)
$ 15,429 $ 11,670
15,547
(1,295)
(118)
On August 24, 2022, we entered into a new Revolving Credit Agreement (the “Revolving Credit Agreement”) with
various banks. The Revolving Credit Agreement consists of a $3.0 billion five-year unsecured revolving credit facility, with the
option to increase the commitments under the credit facility by an additional amount of up to $500 million (for an aggregate
amount of up to $3.5 billion), subject to the agreement of one or more new or existing lenders to provide such additional
amounts and certain other customary conditions. The Revolving Credit Agreement matures on August 24, 2027. However, we
may request that commitments be renewed for additional one-year periods under certain circumstances as set forth in the
Revolving Credit Agreement. The Revolving Credit Agreement is available for any of our lawful corporate purposes, including
supporting commercial paper borrowings. Borrowings under the Revolving Credit Agreement are unsecured and bear interest at
rates set forth in the Revolving Credit Agreement. The Revolving Credit Agreement contains customary representations,
warranties and covenants, including covenants restricting ours and certain of our subsidiaries’ ability to encumber assets and
our ability to merge or consolidate with another entity. The Revolving Credit Agreement replaces our revolving credit
agreement (the “Former Credit Agreement”), which had been scheduled to mature on August 24, 2026. The Former Credit
Agreement, which had a total capacity of $3.0 billion and was undrawn, was terminated effective August 24, 2022. There were
no borrowings under the Revolving Credit Agreement or the Former Credit Agreement at December 31, 2022 and 2021. As of
December 31, 2022 and 2021, we were in compliance with all covenants contained in the Revolving Credit Agreement and
Former Credit Agreement, as well as in our debt agreements.
Commercial Paper
We have agreements in place with financial institutions to provide for the issuance of commercial paper. The outstanding
balance of commercial paper can fluctuate daily and the amount outstanding during the period may be greater or less than the
86
amount reported at the end of the period. There were no commercial paper borrowings outstanding as of December 31, 2022
and we did not issue or repay any during 2022. We may, as conditions warrant, issue commercial paper backed by our
revolving credit agreement to manage the timing of cash flows.
Long Term Debt
On October 24, 2022, we issued a total of $4.0 billion of senior unsecured notes, consisting of $500 million aggregate
principal amount of 4.95% Notes due 2025 (the “2025 Notes”), $750 million aggregate principal amount of 5.10% Notes due
2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of 5.25% Notes due 2033 (the “2033 Notes”), $1.0 billion
aggregate principal amount of 5.70% Notes due 2054 (the “2054 Notes”) and $750 million aggregate principal amount of
5.90% Notes due 2063 (the “2063 Notes” and, together with the 2025 Notes, the 2027 Notes, the 2033 Notes and the 2054
Notes, the “October 2022 Notes”) in a registered public offering. We will pay interest on the 2025 Notes semi-annually in
arrears on April 15 and October 15 of each year, beginning on April 15, 2023. We will pay interest on the 2033 Notes semi-
annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2023. We will pay interest on each of
2027 Notes, 2054 Notes and 2063 Notes semi-annually in arrears on May 15 and November 15 of each year, beginning on May
15, 2023. We may, at our option, redeem the October 2022 Notes of any series, in whole or in part, at any time at the
redemption prices equal to the greater of 100% of the principal amount of the October 2022 Notes to be redeemed or an
applicable “make-whole” amount, plus accrued and unpaid interest to the date of redemption. We used the net proceeds from
this offering to enter into an accelerated share repurchase (ASR) agreement to repurchase $4.0 billion of our common stock.
On May 5, 2022, we issued a total of $2.3 billion of senior unsecured notes, consisting of $800 million aggregate principal
amount of 3.90% Notes due June 15, 2032 (the “2032 Notes”), $850 million aggregate principal amount of 4.15% Notes due
June 15, 2053 (the “2053 Notes”) and $650 million aggregate principal amount of 4.30% Notes due June 15, 2062 (the “2062
Notes” and, together with the 2032 Notes and 2053 Notes, the “May 2022 Notes”) in a registered public offering. Net proceeds
received from the offering were, after deducting pricing discounts and debt issuance costs, which are being amortized and
recorded as interest expense over the term of the May 2022 Notes. We will pay interest on the May 2022 Notes semi-annually
in arrears on June 15 and December 15 of each year with the first payment made on June 15, 2022. We may, at our option,
redeem the May 2022 Notes of any series, in whole or in part, at any time and from time to time, at a redemption price equal to
the greater of 100% of the principal amount of the May 2022 Notes to be redeemed or an applicable make-whole amount, plus
accrued and unpaid interest to the date of redemption.
On May 11, 2022, we used the net proceeds from the May 2022 Notes to redeem all of the outstanding $500 million in
aggregate principal amount of our 3.10% Notes due 2023, $750 million in aggregate principal amount of our 2.90% Notes due
2025, and the remaining balance of the net proceeds to redeem $1.0 billion of our outstanding $2.0 billion in aggregate
principal amount of our 3.55% Notes due 2026 at their redemption price. We paid make-whole premiums of $13.9 million in
connection with the early extinguishments of debt. We incurred losses of $34 million ($26 million, or $0.10 per share, after tax)
on these transactions related to early extinguishments of debt, additional interest expense and other related charges, which was
recorded in other non-operating (expense) income, net in our consolidated statements of earnings.
In September 2021, we repaid $500 million of long-term notes with a fixed interest rate of 3.35% according to their
scheduled maturities.
We made interest payments of approximately $573 million, $543 million and $567 million during the years ended
December 31, 2022, 2021 and 2020.
Note 11 – Postretirement Benefit Plans
Plan Descriptions
Many of our employees and retirees participate in various postretirement benefit plans including defined benefit pension
plans, retiree medical and life insurance plans, defined contribution retirement savings plans, and other postemployment plans.
Substantially all of our postretirement benefit obligations relate to U.S. based defined benefit pension plans and retiree medical
and life insurance plans. The majority of our U.S. defined benefit pension plans provide for benefits within limits imposed by
federal tax law (referred to as qualified plans). However, certain of our U.S. defined benefit pension plans provide for benefits
in excess of qualified plan limits imposed by federal tax law (referred to as nonqualified plans).
Salaried employees hired after December 31, 2005 are not eligible to participate in our qualified defined benefit pension
plans, but are eligible to participate in a qualified defined contribution plan in addition to our other retirement savings plans.
They also have the ability to participate in our retiree medical plans, but we do not subsidize the cost of their participation in
those plans as we do with employees hired before January 1, 2006. Over the last few years, we have negotiated similar changes
with various labor organizations such that new union represented employees do not participate in our defined benefit pension
87
plans. Our defined benefit pension plans for salaried employees were fully frozen effective January 1, 2020, at which time such
employees no longer earn additional benefits under the defined benefit pension plans and were transitioned to an enhanced
defined contribution retirement savings plan.
During the second quarter of 2022, we purchased group annuity contracts to transfer $4.3 billion of gross defined benefit
pension obligations and related plan assets to an insurance company for approximately 13,600 U.S. retirees and beneficiaries. In
connection with this transaction, we recognized a noncash, non-operating pension settlement charge of $1.5 billion
($1.2 billion, or $4.33 per share, after-tax) for the affected plans in the quarter ended June 26, 2022, which represents the
accelerated recognition of actuarial losses that were included in the accumulated other comprehensive loss (AOCL) account
within stockholders’ equity. During the third quarter of 2021, we purchased group annuity contracts to transfer $4.9 billion of
gross defined benefit pension obligations and related plan assets to an insurance company for approximately 18,000 U.S.
retirees and beneficiaries, and in connection recognized a noncash pension settlement charge of $1.7 billion ($1.3 billion, or
$4.72 per share, after tax) in 2021. These group annuity contracts were purchased using assets from Lockheed Martin’s master
retirement trust and no additional funding contributions were required. These transactions had no impact on the amount, timing,
or form of the monthly retirement benefit payments to the affected retirees and beneficiaries; and as a result of these
transactions, we were relieved of all responsibility for the pension obligations and the insurance company is now required to
pay and administer the retirement benefits.
Qualified Defined Benefit Pension Plans and Retiree Medical and Life Insurance Plans
FAS (Expense) Income
The pretax FAS (expense) income related to our qualified defined benefit pension plans and retiree medical and life
insurance plans included the following (in millions):
Operating:
Service cost
Non-operating:
Interest cost
Expected return on plan assets
Recognized net actuarial (losses) gains
Amortization of prior service credits (costs)
Settlement charge
Qualified Defined
Benefit Pension Plans
Retiree Medical and
Life Insurance Plans
2022
2021
2020
2022
2021
2020
$
(87) $
(106) $
(101)
$
(9) $
(13) $
(13)
(1,289)
1,854
(425)
359
(1,470)
(1,220)
2,146
(902)
349
(1,665)
(1,538)
2,264
(849)
342
—
(49)
136
46
(27)
—
(53)
141
—
(37)
—
(70)
127
4
(39)
—
22
9
Non-service FAS (expense) income
Total FAS (expense) income
(971)
(1,292)
$ (1,058) $ (1,398) $
219
118
106
97 $
$
51
38 $
We record the service cost component of FAS (expense) income for our qualified defined benefit plans and retiree medical
and life insurance plans in the cost of sales accounts; the non-service components of our FAS (expense) income for our
qualified defined benefit pension plans in the non-service FAS pension (expense) income account; and the non-service
components of our FAS income for our retiree medical and life insurance plans as part of the other non-operating (expense)
income, net account on our consolidated statements of earnings.
88
Funded Status
The following table provides a reconciliation of benefit obligations, plan assets and net (unfunded) funded status of our
qualified defined benefit pension plans and our retiree medical and life insurance plans (in millions):
Change in benefit obligation
Beginning balance (a)
Service cost
Interest cost
Actuarial (gains) losses (b)
Settlements (c)
Plan amendments
Benefits paid
Medicare Part D subsidy
Participants’ contributions
Ending balance (a)
Change in plan assets
Beginning balance at fair value
Actual return on plan assets (d)
Settlements (c)
Benefits paid
Company contributions
Medicare Part D subsidy
Participants’ contributions
Ending balance at fair value
(Unfunded) funded status of the plans
Qualified Defined
Benefit Pension Plans
2021
2022
Retiree Medical and
Life Insurance Plans
2021
2022
$ 43,447
87
1,289
(10,270)
(4,309)
186
(1,732)
—
—
$ 28,698
$ 35,192
(5,923)
(4,309)
(1,732)
—
—
—
$ 23,228
$ (5,470)
$ 51,352
106
1,220
(2,045)
(4,885)
2
(2,303)
—
—
$ 43,447
$ 38,481
3,899
(4,885)
(2,303)
—
—
—
$ 35,192
$ (8,255)
$ 1,839
9
49
(396)
—
1
(207)
3
61
$ 1,359
$ 2,169
(381)
—
(207)
11
3
61
$ 1,656
297
$
$ 2,271
13
53
(352)
—
—
(217)
4
67
$ 1,839
$ 2,085
224
—
(217)
6
4
67
$ 2,169
330
$
(a) Benefit obligation balances represent the projected benefit obligation for our qualified defined benefit pension plans and the accumulated
benefit obligation for our retiree medical and life insurance plans.
(b) Actuarial gains for our qualified defined benefit pension plans in 2022 primarily reflect an increase in the discount rate from 2.875% at
December 31, 2021 to 5.25% at December 31, 2022, which decreased benefit obligations by $10.2 billion. Actuarial gains for our retiree
medical and life insurance plans in 2022 reflect an increase in the discount rate from 2.750% at December 31, 2021 to 5.25% at
December 31, 2022, which decreased benefit obligations by $335 million. Actuarial gains for our qualified defined benefit pension plans
in 2021 primarily reflect an increase in the discount rate from 2.50% at December 31, 2020 to 2.875% at December 31, 2021, which
decreased benefit obligations by $2.3 billion, partially offset by an increase of approximately $250 million due to changes in longevity
assumptions and participant data. Actuarial gains for our retiree medical and life insurance plans in 2021 reflect an increase in the
discount rate from 2.375% at December 31, 2020 to 2.75% at December 31, 2021, which decreased benefit obligations by $70 million,
and $282 million due to changes in plan participation assumptions and claims data.
(c) Qualified defined benefit pension plan settlements in 2022 and 2021 represent the transfer of gross defined benefit pension obligations
and related plan assets to insurance companies pursuant to group annuity contracts purchased in the second quarter of 2022 and third
quarter of 2021 as described above.
(d) Actual return on plan assets for our qualified defined benefit pension plans and retiree medical and life insurance plans was
approximately (18)% in 2022 and 10.5% in 2021.
We are required to recognize the net funded status of each postretirement benefit plan on a standalone basis as either an
asset or a liability on our consolidated balance sheet. The funded status is measured as the difference between the fair value of
each plan’s assets and the benefit obligation. Each year we measure the fair value of each plan’s assets and benefit obligation on
December 31, consistent with our fiscal year end. The fair value of each plan’s benefit obligation reflects assumptions in effect
as of the measurement date as described below. For certain of our qualified defined benefit pension plans and retiree medical
and life insurance plans the plan assets may exceed the benefit obligation, for which we recognize the net amount as an asset on
our consolidated balance sheet. Conversely, for most of our qualified defined benefit pension plans the benefit obligation
exceeds plan assets, for which we recognize the net amount as a liability on our consolidated balance sheet.
89
The following table provides amounts recognized on our consolidated balance sheets related to our qualified defined
benefit pension plans and our retiree medical and life insurance plans (in millions):
Other noncurrent assets
Accrued pension liabilities
Net (unfunded) funded status of the plans
Qualified Defined
Benefit Pension Plans
2021
64
(8,319)
$ (8,255)
2022
2
(5,472)
$ (5,470)
$
$
Retiree Medical and
Life Insurance Plans
2021
330
—
330
2022
297
—
297
$
$
$
$
The accumulated benefit obligation (ABO) for all qualified defined benefit pension plans was $28.6 billion and
$43.4 billion at December 31, 2022 and 2021. The ABO represents benefits accrued without assuming future compensation
increases to plan participants and is approximately equal to our projected benefit obligation. Plans where the benefit obligation
was less than plan assets represent prepaid pension assets, which are included on our consolidated balance sheets in other
noncurrent assets. Plans where the obligation was in excess of plan assets represent accrued pension liabilities, which are
included on our consolidated balance sheets.
Differences between the actual return and expected return on plan assets during the year and changes in the benefit
obligation for our qualified defined benefit pension plans and retiree medical and life insurance plans due to changes in the
annual valuation assumptions generate actuarial gains or losses. Additionally, the benefit obligation for our qualified defined
benefit pension plans and retiree medical and life insurance plans may increase or decrease as a result of plan amendments that
affect the benefits to plan participants related to service for periods prior to the effective date of the amendment, which
generates prior service costs or credits. Actuarial gains or losses, and prior service costs or credits, are initially deferred in
accumulated other comprehensive loss and subsequently amortized for each plan into (expense) or income on a straight-line
basis either over the average remaining life expectancy of plan participants or over the average remaining service period of plan
participants, subject to certain thresholds.
The following table provides the amount of actuarial gains or losses and prior service costs or credits recognized in
accumulated other comprehensive loss related to qualified defined benefit pension plans and retiree medical and life insurance
plans at December 31 (in millions):
Accumulated other comprehensive (loss) pre-tax related to:
Net actuarial (losses)
Prior service credit (cost)
Total
Estimated tax
Net amount recognized in accumulated other comprehensive (loss)
Qualified Defined
Benefit Pension Plans
2021
2022
Retiree Medical and
Life Insurance Plans
2021
2022
$ (10,287)
339
$ (9,948)
2,117
$ (7,831)
$ (14,675)
884
$ (13,791)
2,947
$ (10,844)
$
$
$
387
(10)
377
(79)
298
$
$
$
554
(36)
518
(110)
408
90
The following table provides the changes recognized in accumulated other comprehensive loss, net of tax, for actuarial
gains or losses and prior service costs or credits due to differences between the actual return and expected return on plan assets
and changes in the fair value of the benefit obligation recognized in connection with our annual remeasurement and the
amortization during the year for our qualified defined benefit pension plans, retiree medical and life insurance plans, and certain
other plans (in millions):
Incurred but Not Yet
Recognized in
FAS Expense
Recognition of
Previously
Deferred Amounts
2022
2021
2020
2022
2021
2020
Actuarial gains and (losses)
Qualified defined benefit pension plans
Retiree medical and life insurance plans
Other plans
Net prior service credit and (cost)
Qualified defined benefit pension plans
Retiree medical and life insurance plans
Other plans
Total
$ 1,952 $ 2,987 $ (1,005)
43
(104)
(1,066)
(95)
165
2,022
342
76
3,405
(146)
(1)
(2)
(149)
(7)
6
—
(1)
$ 1,873 $ 3,404 $ (1,067)
(1)
—
—
(1)
$ (1,490) $ (2,019) $
36
(39)
(1,493)
—
(24)
(2,043)
283
(22)
7
268
274
(29)
11
256
$ (1,225) $ (1,787) $
(668)
3
(24)
(689)
269
(30)
10
249
(440)
Assumptions Used to Determine Benefit Obligations and FAS (Expense) Income
We measure the fair value of each plan’s assets and benefit obligation on December 31, consistent with our fiscal year end.
Benefit obligations as of the end of each year reflect assumptions in effect as of those dates. Expense is based on assumptions in
effect at the end of the preceding year or from the most recent interim remeasurement. The assumptions used to determine the
benefit obligations at December 31 of each year and FAS expense for each subsequent year were as follows:
Weighted average discount rate (a)
Expected long-term rate of return on assets (a)
Health care trend rate assumed for next year
Ultimate health care trend rate
Year ultimate health care trend rate is reached
Qualified Defined Benefit
Pension Plans
2021
2022
2020
5.250 % 2.875 % 2.500 %
7.00 %
6.50 % 6.50 %
Retiree Medical and
Life Insurance Plans
2022
2021
2020
5.250 % 2.750 % 2.375 %
7.00 %
7.75 %
4.50 %
6.50 % 6.50 %
7.25 % 7.50 %
4.50 % 4.50 %
2034
2034
2034
(a) A pension discount rate of 4.75%, and 2.75%, was used for the applicable plans following the transaction and remeasurement recognized
in the second quarter of 2022, and third quarter of 2021, respectively. We lowered our expected long-term rate of return on plan assets
from 7.00% to 6.50% in connection with the third quarter of 2021 remeasurement, applicable to all qualified defined benefit pension and
retiree medical and life insurance plans as of the December 31, 2021 remeasurement.
The long-term rate of return assumption represents the expected long-term rate of earnings on the funds invested, or to be
invested, to provide for the benefits included in the benefit obligations. That assumption is based on several factors including
historical market index returns, the anticipated long-term allocation of plan assets, the historical return data for the trust funds,
plan expenses and the potential to outperform market index returns. The actual investment losses for our qualified defined
benefit plans during 2022 of $(5.9) billion based on an actual rate of return of approximately (18)% reduced plan assets more
than the $1.9 billion expected return based on our long-term rate of return assumption.
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Plan Assets
Our wholly-owned subsidiary, Lockheed Martin Investment Management Company (LMIMCo), has the fiduciary
responsibility for making investment decisions related to the assets of our postretirement benefit plans. LMIMCo’s investment
objectives for the assets of these plans are (1) to minimize the net present value of expected funding contributions; (2) to ensure
there is a high probability that each plan meets or exceeds our actuarial long-term rate of return assumptions; and (3) to
diversify assets to minimize the risk of large losses. The nature and duration of benefit obligations, along with assumptions
concerning asset class returns and return correlations, are considered when determining an appropriate asset allocation to
achieve the investment objectives. Investment policies and strategies governing the assets of the plans are designed to achieve
investment objectives within prudent risk parameters. Risk management practices include the use of external investment
managers; the maintenance of a portfolio diversified by asset class, investment approach and security holdings; and the
maintenance of sufficient liquidity to meet benefit obligations as they come due.
LMIMCo’s investment policies require that asset allocations of postretirement benefit plans be maintained within the
following approximate ranges:
Asset Class
Cash and cash equivalents
Global Equity
Fixed income
Alternative investments:
Private equity funds
Real estate funds
Hedge funds
Commodities
Asset Allocation
Ranges
0-20%
15-65%
10-60%
5-25%
5-15%
0-20%
0-10%
92
The following table presents the fair value of the assets of our qualified defined benefit pension plans and retiree medical
and life insurance plans by asset category and their level within the fair value hierarchy (see “Note 1 – Organization and
Significant Accounting Policies - Investments” for definition of these levels), which we are required to disclose even though
these assets are not separately recorded on our consolidated balance sheet. Certain investments are measured at their Net Asset
Value (NAV) per share because such investments do not have readily determinable fair values and, therefore, are not required
to be categorized in the fair value hierarchy. Assets measured at NAV have been included in the table below to permit
reconciliation of the fair value hierarchy to amounts presented in the funded status table above.
(in millions)
Investments measured at fair value
Cash and cash equivalents (a)
Equity (a):
U.S. equity securities
International equity securities
Commingled equity funds
Fixed income (a):
Corporate debt securities
U.S. Government securities
U.S. Government-sponsored
enterprise securities
Interest rate swaps, net
Other fixed income investments (b)
Total
Investments measured at NAV
Commingled equity funds
Other fixed income investments
Private equity funds
Real estate funds
Hedge funds
Total investments measured at NAV
Loan, net (c)
(Payables) Receivables, net
Total
—
730
4,703
3,383
689
9,505
(497)
(92)
$ 24,884
December 31, 2022
December 31, 2021
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2 Level 3
$ 1,952 $ 1,952 $ — $ —
$
991 $
991 $ — $ —
3,162
2,298
459
4,491
2,219
3,060
2,245
183
6
17
276
—
—
4,272
2,219
96
36
—
219
—
6,479
4,882
869
6,397
2,864
6,444
4,880
36
5
—
833
—
—
6,295
2,864
30
2
—
102
—
572
(1,165)
1,980
—
—
1,219
$ 15,968 $ 7,521 $ 6,877 $ 1,570
572
(1,165)
680
—
—
81
228
636
4,100
—
—
1,616
$ 27,446 $ 12,400 $ 13,296 $ 1,750
228
636
2,435
—
—
49
130
701
5,386
3,059
556
9,832
—
83
$ 37,361
(a) Cash and cash equivalents, equity securities and fixed income securities included derivative assets and liabilities with fair values that
were not material as of December 31, 2022 and 2021. LMIMCo’s investment policies restrict the use of derivatives to either establish
long or short exposures for purposes consistent with applicable investment mandate guidelines or to hedge risks to the extent of a plan’s
current exposure to such risks. Most derivative transactions are settled on a daily basis.
Level 3 investments include $1.1 billion at December 31, 2022 and $1.5 billion at December 31, 2021 related to buy-in contracts.
The Lockheed Martin Corporation Master Retirement Trust (MRT) obtained a loan from a third party financial institution, collateralized
by private equity investments, to invest in fixed income securities.
(b)
(c)
Changes in the fair value of plan assets categorized as Level 3 during 2022 and 2021 were not significant.
Cash equivalents are mostly comprised of short-term money-market instruments and are valued at cost, which
approximates fair value.
U.S. equity securities and international equity securities categorized as Level 1 are traded on active national and
international exchanges and are valued at their closing prices on the last trading day of the year. For U.S. equity securities and
international equity securities not traded on an active exchange, or if the closing price is not available, the trustee obtains
indicative quotes from a pricing vendor, broker or investment manager. These securities are categorized as Level 2 if the
custodian obtains corroborated quotes from a pricing vendor or categorized as Level 3 if the custodian obtains uncorroborated
quotes from a broker or investment manager.
93
Commingled equity funds categorized as Level 1 are traded on active national and international exchanges and are valued
at their closing prices on the last trading day of the year. For commingled equity funds not traded on an active exchange, or if
the closing price is not available, the trustee obtains indicative quotes from a pricing vendor, broker or investment manager.
These securities are categorized as Level 2 if the custodian obtains corroborated quotes from a pricing vendor.
Fixed income investments categorized as Level 1 are publicly exchange-traded. Fixed income investments, including
interest rate swaps, categorized as Level 2 are valued by the trustee using pricing models that use verifiable observable market
data (e.g., interest rates and yield curves observable at commonly quoted intervals and credit spreads), bids provided by brokers
or dealers or quoted prices of securities with similar characteristics. Fixed income investments are categorized as Level 3 when
valuations using observable inputs are unavailable. The trustee typically obtains pricing based on indicative quotes or bid
evaluations from vendors, brokers or the investment manager. In addition, certain other fixed income investments categorized
as Level 3 are valued using a discounted cash flow approach. Significant inputs include projected annuity payments and the
discount rate applied to those payments.
Certain commingled equity and fixed income funds, consisting of underlying equity and fixed income securities,
respectively, are valued using the NAV practical expedient. The NAV valuations are based on the underlying investments and
typically redeemable within 90 days. The NAV is the total value of the fund divided by the number of the fund’s shares
outstanding.
Private equity funds consist of partnerships and similar vehicles. The NAV is based on valuation models of the underlying
securities, which includes unobservable inputs that cannot be corroborated using verifiable observable market data. These funds
typically have terms between eight and 12 years.
Real estate funds consist of partnerships and similar vehicles, for which the NAV is based on valuation models and
periodic appraisals. These funds typically have redemption periods between eight and 10 years.
Hedge funds consist of separate accounts and commingled funds, for which the NAV is generally based on the valuation of
the underlying investments. Redemptions in hedge funds generally range from a minimum of one month to several months.
Contributions and Expected Benefit Payments
The required funding of our qualified defined benefit pension plans is determined in accordance with ERISA, as amended,
and in a manner consistent with CAS and Internal Revenue Code rules. We made no contributions to our qualified defined
benefit pension plans in 2022 and do not plan to make contributions to our qualified defined benefit pension plans in 2023.
The following table presents estimated future benefit payments as of December 31, 2022 (in millions):
Qualified defined benefit pension plans
Retiree medical and life insurance plans
$
2023
1,720 $
140
2024
1,810 $
130
2025
1,890 $
130
2026
1,950 $
120
2027
2,000 $
120
2028 – 2032
10,150
530
We maintain various trusts to fund the obligations of our qualified defined benefit pension plans and retiree medical and
life insurance plans. We expect the estimated future benefit payments will be paid using assets in the trusts established for the
plans.
Nonqualified Defined Benefit Pension Plans and Other Postemployment Plans
We sponsor nonqualified defined benefit pension plans to provide benefits in excess of qualified plan limits imposed by
federal tax law. The gross benefit obligation for these plans was $1.0 billion and $1.3 billion as of December 31, 2022 and
2021, most of which was recorded in the other noncurrent liabilities account on our consolidated balance sheet. We have set
aside certain assets totaling $595 million and $872 million as of December 31, 2022 and 2021 in a separate trust that we expect
to use to pay the benefit obligations under our nonqualified defined benefit pension plans, most of which were recorded in the
other noncurrent assets account on our consolidated balance sheet. We record the gross assets on our consolidated balance
sheet, rather than netting such assets with the benefit obligation for our nonqualified defined benefit pension plans, because the
assets held are diversified and legally the assets may be used to settle other obligations or claims (although that is not our
intent). Actuarial losses and unrecognized prior service credits related to our nonqualified defined benefit pension plans that
were recorded in accumulated other comprehensive loss, pretax, totaled $331 million and $625 million at December 31, 2022
and 2021. We recognized pretax pension expense of $81 million in 2022, $56 million in 2021 and $59 million in 2020 related to
our nonqualified defined benefit pension plans. The assumptions used to determine the benefit obligations and FAS expense for
94
our nonqualified defined benefit pension plans are similar to the assumptions for our qualified defined benefit pension plans
described above.
We also sponsor other postemployment plans and foreign benefit plans, which are accounted for similar to defined benefit
pension plans. The benefit obligations, assets, expense, and amounts recorded in accumulated other comprehensive loss for
other postemployment plans and foreign benefit plans were not material to our results of operations, financial position or cash
flows.
Defined Contribution Retirement Savings Plans
We maintain a number of defined contribution retirement savings plans, most with 401(k) features, that cover substantially
all of our employees. Under the provisions of these plans, employees can make contributions on a before-tax and after-tax basis
to investment funds to save for retirement. For most plans, we make employer contributions to the employee accounts that
comprise of a company non-elective contribution and a matching contribution. Company contributions are automatically
invested in an Employee Stock Ownership Plan (ESOP) fund, which primarily invests in shares of our common stock. Plan
participants can transfer from the ESOP fund into any investment option provided by the respective plan. Our contributions to
defined contribution retirement savings plans were $1.1 billion in 2022 and 2021 and $984 million in 2020. Our defined
contribution retirement savings plans held 27.4 million and 28.9 million shares of our common stock at December 31, 2022 and
2021.
Note 12 – Stockholders’ Equity
At December 31, 2022 and 2021, our authorized capital was composed of 1.5 billion shares of common stock and
50 million shares of series preferred stock. Of the 255 million and 272 million shares of common stock issued and outstanding
as of December 31, 2022 and December 31, 2021, 254 million and 271 million shares were considered outstanding for
consolidated balance sheet presentation purposes; the remaining shares were held in a separate trust. No shares of preferred
stock were issued and outstanding at December 31, 2022 or 2021.
Repurchases of Common Stock
During 2022, we repurchased 18.3 million shares of our common stock for $7.9 billion, including 13.9 million shares of
our common stock repurchased pursuant to ASR agreements and the remainder in open market purchases. During the fourth
quarter of 2022, under the terms of an ASR agreement, we paid $4.0 billion and received an initial delivery of 7.0 million
shares of our common stock. We expect to receive additional shares upon final settlement, which is expected in March or April
2023. In addition, we repurchased 4.7 million shares for $2.0 billion under an ASR agreement that we entered into in the first
quarter of 2022. As previously disclosed, in January 2022, we received 2.2 million shares of our common stock for no
additional consideration upon final settlement of the ASR we entered into in the fourth quarter of 2021. During 2021, we paid
$4.1 billion to repurchase 9.4 million shares of our common stock, including 9.2 million shares of our common stock
repurchased for $4.0 billion under an ASR agreement.
The total remaining authorization for future common share repurchases under our share repurchase program was
$10.0 billion as of December 31, 2022, including a $14 billion increase to the program authorized by our Board of Directors on
October 17, 2022. As we repurchase our common shares, we reduce common stock for the $1 of par value of the shares
repurchased, with the excess purchase price over par value recorded as a reduction of additional paid-in capital. If additional
paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained
earnings.
Dividends
We paid dividends totaling $3.0 billion ($11.40 per share) in 2022, $2.9 billion ($10.60 per share) in 2021 and $2.8 billion
($9.80 per share) in 2020. We paid quarterly dividends of $2.80 per share during each of the first three quarters of 2022 and
$3.00 per share during the fourth quarter of 2022; $2.60 per share during each of the first three quarters of 2021 and $2.80 per
share during the fourth quarter of 2021; and $2.40 per share during each of the first three quarters of 2020 and $2.60 per share
during the fourth quarter of 2020.
95
Accumulated Other Comprehensive Loss
Changes in the balance of AOCL, net of taxes, consisted of the following (in millions):
Balance at December 31, 2019
Other comprehensive (loss) income before reclassifications
Amounts reclassified from AOCL
Recognition of net actuarial losses
Amortization of net prior service credits
Other
Total reclassified from AOCL
Total other comprehensive (loss) income
Balance at December 31, 2020
Other comprehensive income (loss) before reclassifications
Amounts reclassified from AOCL
Pension settlement charge (b)
Recognition of net actuarial losses
Amortization of net prior service credits
Other
Total reclassified from AOCL
Total other comprehensive income (loss)
Balance at December 31, 2021
Other comprehensive income (loss) before reclassifications
Amounts reclassified from AOCL
Pension settlement charge (b)
Recognition of net actuarial losses
Amortization of net prior service credits
Other
Total reclassified from AOCL
Total other comprehensive income (loss)
Balance at December 31, 2022
$
Postretirement
Benefit Plans (a)
$
(15,528) $
(1,067)
Other, net
(26) $
56
—
—
4
4
60
34
(85)
—
—
9
9
(76)
(42)
(159)
—
—
—
44
44
(115)
(157) $
AOCL
(15,554)
(1,011)
689
(249)
4
444
(567)
(16,121)
3,319
1,310
733
(256)
9
1,796
5,115
(11,006)
1,714
1,156
337
(268)
44
1,269
2,983
(8,023)
689
(249)
—
440
(627)
(16,155)
3,404
1,310
733
(256)
—
1,787
5,191
(10,964)
1,873
1,156
337
(268)
—
1,225
3,098
(7,866) $
(a) AOCL related to postretirement benefit plans is shown net of tax benefits of $2.1 billion at December 31, 2022, $3.0 billion at December
31, 2021 and $4.4 billion at December 31, 2020. These tax benefits include amounts recognized on our income tax returns as current
deductions and deferred income taxes, which will be recognized on our tax returns in future years. See “Note 9 – Income Taxes” and
“Note 11 – Postretirement Benefit Plans” for more information on our income taxes and postretirement benefit plans.
(b) During 2022 and 2021, we recognized a noncash, non-operating pension settlement charge of $1.5 billion ($1.2 billion, or $4.33 per
share, after-tax) and $1.7 billion ($1.3 billion, $4.72 per share, after-tax) related to the accelerated recognition of actuarial losses
included in AOCL for certain defined benefit pension plans that purchased a group annuity contract from an insurance company (see
“Note 11 – Postretirement Benefit Plans”).
96
Note 13 – Stock-Based Compensation
Stock-Based Compensation Plans
Under plans approved by our stockholders, we are authorized to grant key employees stock-based incentive awards,
including options to purchase common stock, stock appreciation rights, RSUs, PSUs or other stock units.
At December 31, 2022, inclusive of the shares reserved for outstanding RSUs and PSUs, we had approximately 9.1 million
shares reserved for issuance under the plans. At December 31, 2022, approximately 6.8 million of the shares reserved for
issuance remained available for grant under our stock-based compensation plans. We issue new shares upon the exercise of
stock options or when restrictions on RSUs and PSUs have been satisfied. The exercise price of options to purchase common
stock may not be less than the fair market value of our stock on the date of grant. The minimum vesting period for restricted
stock or stock units payable in stock is generally three years. Award agreements may provide for shorter or pro-rated vesting
periods or vesting following termination of employment in the case of death, disability, divestiture, retirement, change of
control or layoff. The maximum term of a stock option or any other award is 10 years.
During 2022, 2021 and 2020, we recorded noncash stock-based compensation expense totaling $238 million, $227 million
and $221 million, which is included as a component of other unallocated, net on our consolidated statements of earnings. The
net impact to earnings for the respective years was $188 million, $179 million and $175 million.
As of December 31, 2022, we had $181 million of unrecognized compensation cost related to nonvested awards, which is
expected to be recognized over a weighted average period of 1.7 years. We received cash from the exercise of stock options
totaling $8 million, $28 million and $41 million during 2022, 2021 and 2020. In addition, our income tax liabilities for 2022,
2021 and 2020 were reduced by $124 million, $67 million and $63 million due to recognized tax benefits on stock-based
compensation arrangements.
Restricted Stock Units
The following table summarizes activity related to nonvested RSUs:
Nonvested at December 31, 2021
Granted
Vested
Forfeited
Nonvested at December 31, 2022
Number
of RSUs
(In thousands)
810
562
(461)
(34)
877
Weighted Average
Grant-Date Fair
Value Per Share
345.37
388.82
347.37
371.01
371.17
$
$
In 2022, we granted certain employees approximately 0.6 million RSUs with a weighted average grant-date fair value of
$388.82 per RSU. The grant-date fair value of these RSUs is equal to the closing market price of our common stock on the
grant date less a discount to reflect the delay in payment of dividend-equivalent cash payments that are made only upon vesting,
which occurs at least one year from the grant date and most often occurs three years from the grant date.
Performance Stock Units
In 2022, we granted certain employees PSUs with an aggregate target award of approximately 0.1 million shares of our
common stock. The PSUs generally vest three years from the grant date based on continuous service, with the number of shares
earned (0% to 200% of the target award) depending upon the extent to which we achieve certain financial and market
performance targets measured over the period from January 1, 2022 through December 31, 2024. About half of the PSUs were
valued at a weighted average grant-date fair value of $388.07 per PSU in a manner similar to RSUs mentioned above as the
financial targets are based on our operating results. The remaining PSUs were valued at a weighted-average grant-date fair
value of $537.32 per PSU using a Monte Carlo model as the performance target is related to our total shareholder return relative
to our peer group. We recognize the grant-date fair value of these awards, less estimated forfeitures, as compensation expense
ratably over the vesting period.
Note 14 – Legal Proceedings, Commitments and Contingencies
We are a party to litigation and other proceedings that arise in the ordinary course of our business, including matters arising
under provisions relating to the protection of the environment, and are subject to contingencies related to certain businesses we
97
previously owned. These types of matters could result in fines, penalties, cost reimbursements or contributions, compensatory
or treble damages or non-monetary sanctions or relief. We believe the probability is remote that the outcome of each of these
matters, including the legal proceedings described below, will have a material adverse effect on the corporation as a whole,
notwithstanding that the unfavorable resolution of any matter may have a material effect on our net earnings and cash flows in
any particular interim reporting period. Among the factors that we consider in this assessment are the nature of existing legal
proceedings and claims, the asserted or possible damages or loss contingency (if estimable), the progress of the case, existing
law and precedent, the opinions or views of legal counsel and other advisers, our experience in similar cases and the experience
of other companies, the facts available to us at the time of assessment and how we intend to respond to the proceeding or claim.
Our assessment of these factors may change over time as individual proceedings or claims progress.
As a U.S. Government contractor, we are subject to various audits and investigations by the U.S. Government to determine
whether our operations are being conducted in accordance with applicable regulatory requirements. U.S. Government
investigations of us, whether relating to government contracts or conducted for other reasons, could result in administrative,
civil, or criminal liabilities, including repayments, fines or penalties being imposed upon us, suspension, proposed debarment,
debarment from eligibility for future U.S. Government contracting, or suspension of export privileges. Suspension or debarment
could have a material adverse effect on us because of our dependence on contracts with the U.S. Government. U.S. Government
investigations often take years to complete and many result in no adverse action against us. We also provide products and
services to customers outside of the U.S., which are subject to U.S. and foreign laws and regulations and foreign procurement
policies and practices. Our compliance with local regulations or applicable U.S. Government regulations also may be audited or
investigated.
In the normal course of business, we provide warranties to our customers associated with certain product sales. We record
estimated warranty costs in the period in which the related products are delivered. The warranty liability is generally based on
the number of months of warranty coverage remaining for the products delivered and the average historical monthly warranty
payments. Warranty obligations incurred in connection with long-term production contracts are accounted for within the
contract estimates at completion.
Although we cannot predict the outcome of legal or other proceedings with certainty, where there is at least a reasonable
possibility that a loss may have been incurred, GAAP requires us to disclose an estimate of the reasonably possible loss or
range of loss or make a statement that such an estimate cannot be made. We follow a thorough process in which we seek to
estimate the reasonably possible loss or range of loss, and only if we are unable to make such an estimate do we conclude and
disclose that an estimate cannot be made. Accordingly, unless otherwise indicated below in our discussion of legal proceedings,
a reasonably possible loss or range of loss associated with any individual legal proceeding cannot be estimated.
Legal Proceedings
United States of America, ex rel. Patzer; Cimma v. Sikorsky Aircraft Corp., et al.
As a result of our acquisition of Sikorsky Aircraft Corporation (Sikorsky), we assumed the defense of and any potential
liability for two civil False Claims Act lawsuits pending in the U.S. District Court for the Eastern District of Wisconsin. In
October 2014, the U.S. Government filed a complaint in intervention in the first suit, which was brought by qui tam relator
Mary Patzer, a former Derco Aerospace (Derco) employee. In May 2017, the U.S. Government filed a complaint in intervention
in a second suit, which was brought by qui tam relator Peter Cimma, a former Sikorsky Support Services, Inc. (SSSI) employee.
In November 2017, the Court consolidated the cases into a single action for discovery and trial.
The U.S. Government alleges that Sikorsky and two of its wholly-owned subsidiaries, Derco and SSSI, violated the civil
False Claims Act and the Truth in Negotiations Act in connection with a contract the U.S. Navy awarded to SSSI in June 2006
to support the Navy’s T-34 and T-44 fixed-wing turboprop training aircraft. SSSI subcontracted with Derco, primarily to
procure and manage spare parts for the training aircraft. The U.S. Government contends that SSSI overbilled the Navy on the
contract as the result of Derco’s use of prohibited cost-plus-percentage-of-cost (CPPC) pricing to add profit and overhead costs
as a percentage of the price of the spare parts that Derco procured and then sold to SSSI. The U.S. Government also alleges that
Derco’s claims to SSSI, SSSI’s claims to the Navy, and SSSI’s yearly Certificates of Final Indirect Costs from 2006 through
2012 were false and that SSSI submitted inaccurate cost or pricing data in violation of the Truth in Negotiations Act for a sole-
sourced, follow-on “bridge” contract. The U.S. Government’s complaints assert common law claims for breach of contract and
unjust enrichment. On November 29, 2021, the District Court granted the U.S. Government’s motion for partial summary
judgment, finding that the Derco-SSSI agreement was a CPPC contract.
We believe that we have legal and factual defenses to the U.S. Government’s remaining claims. The U.S. Government
seeks damages of approximately $52 million, subject to trebling, plus statutory penalties. Although we continue to evaluate our
liability and exposure, we do not currently believe that it is probable that we will incur a material loss. If, contrary to our
98
expectations, the U.S. Government prevails on the remaining issues in this matter and proves damages at or near $52 million
and is successful in having such damages trebled, the outcome could have an adverse effect on our results of operations in the
period in which a liability is recognized and on our cash flows for the period in which any damages are paid.
Lockheed Martin v. Metropolitan Transportation Authority
On April 24, 2009, we filed a declaratory judgment action against the New York Metropolitan Transportation Authority
and its Capital Construction Company (collectively, the MTA) asking the U.S. District Court for the Southern District of New
York to find that the MTA is in material breach of our agreement based on the MTA’s failure to provide access to sites where
work must be performed and the customer-furnished equipment necessary to complete the contract. The MTA filed an answer
and counterclaim alleging that we breached the contract and subsequently terminated the contract for alleged default. The
primary damages sought by the MTA are the costs to complete the contract and potential re-procurement costs. While we are
unable to estimate the cost of another contractor to complete the contract and the costs of re-procurement, we note that our
contract with the MTA had a total value of $323 million, of which $241 million was paid to us, and that the MTA is seeking
damages of approximately $190 million. We dispute the MTA’s allegations and are defending against them. Additionally,
following an investigation, our sureties on a performance bond related to this matter, who were represented by independent
counsel, concluded that the MTA’s termination of the contract was improper. Finally, our declaratory judgment action was later
amended to include claims for monetary damages against the MTA of approximately $95 million. This matter was taken under
submission by the District Court in December 2014, after a five-week bench trial and the filing of post-trial pleadings by the
parties. We continue to await a decision from the District Court. Although this matter relates to our former Information Systems
& Global Solutions (IS&GS) business, we retained responsibility for the litigation when we divested IS&GS in 2016.
Environmental Matters
We are involved in proceedings and potential proceedings relating to soil, sediment, surface water, and groundwater
contamination, disposal of hazardous substances, and other environmental matters at several of our current or former facilities,
facilities for which we may have contractual responsibility, and at third-party sites where we have been designated as a
potentially responsible party (PRP).
At December 31, 2022 and 2021, the aggregate amount of liabilities recorded relative to environmental matters was
$696 million and $742 million, most of which are recorded in other noncurrent liabilities on our consolidated balance sheets.
We have recorded assets for the portion of environmental costs that are probable of future recovery totaling $618 million and
$645 million at December 31, 2022 and 2021, most of which are recorded in other noncurrent assets on our consolidated
balance sheets. See “Note 1 – Organization and Significant Accounting Policies” for more information.
Environmental remediation activities usually span many years, which makes estimating liabilities a matter of judgment
because of uncertainties with respect to assessing the extent of the contamination as well as such factors as changing
remediation technologies and changing regulatory environmental standards. We are monitoring or investigating a number of
former and present operating facilities for potential future remediation. We perform quarterly reviews of the status of our
environmental remediation sites and the related liabilities and receivables. Additionally, in our quarterly reviews, we consider
these and other factors in estimating the timing and amount of any future costs that may be required for remediation activities,
and we record a liability when it is probable that a loss has occurred or will occur for a particular site and the loss can be
reasonably estimated. The amount of liability recorded is based on our estimate of the costs to be incurred for remediation for
that site. We do not discount the recorded liabilities, as the amount and timing of future cash payments are not fixed or cannot
be reliably determined. We cannot reasonably determine the extent of our financial exposure in all cases as, although a loss may
be probable or reasonably possible, in some cases it is not possible at this time to estimate the reasonably possible loss or range
of loss. We project costs and recovery of costs over approximately 20 years.
We also pursue claims for recovery of costs incurred or for contribution to site remediation costs against other PRPs,
including the U.S. Government, and are conducting remediation activities under various consent decrees, orders, and
agreements relating to soil, groundwater, sediment, or surface water contamination at certain sites of former or current
operations. Under agreements related to certain sites in California, New York, United States Virgin Islands and Washington, the
U.S. Government and/or a private party reimburses us an amount equal to a percentage, specific to each site, of expenditures for
certain remediation activities in their capacity as PRPs under the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA).
In addition to the proceedings and potential proceedings discussed above, potential new regulations of perchlorate and
hexavalent chromium at the federal and state level could adversely affect us. In particular, the U.S. Environmental Protection
99
Agency (EPA) is considering whether to regulate hexavalent chromium at the federal level and the California State Water
Resources Control Board continues to reevaluate its existing drinking water standard of 6 ppb for perchlorate.
If substantially lower standards are adopted for perchlorate in California or for hexavalent chromium at the federal level,
we expect a material increase in our estimates for environmental liabilities and the related assets for the portion of the increased
costs that are probable of future recovery in the pricing of our products and services for the U.S. Government. The amount that
would be allocable to our non-U.S. Government contracts or that is determined not to be recoverable under U.S. Government
contracts would be expensed, which may have a material effect on our earnings in any particular interim reporting period.
We also are evaluating the potential impact of existing and contemplated legal requirements addressing a class of
chemicals known generally as per- and polyfluoroalkyl substances (PFAS). PFAS have been used ubiquitously, such as in fire-
fighting foams, manufacturing processes, and stain- and stick-resistant products (e.g., Teflon, stain-resistant fabrics). Because
we have used products and processes over the years containing some of those compounds, they likely exist as contaminants at
many of our environmental remediation sites. Governmental authorities have announced plans, and in some instances have
begun, to regulate certain of these compounds at extremely low concentrations in drinking water, which could lead to increased
cleanup costs at many of our environmental remediation sites.
Letters of Credit, Surety Bonds and Third-Party Guarantees
We have entered into standby letters of credit and surety bonds issued on our behalf by financial institutions, and we have
directly issued guarantees to third parties primarily relating to advances received from customers and the guarantee of future
performance on certain contracts. Letters of credit and surety bonds generally are available for draw down in the event we do
not perform. In some cases, we may guarantee the contractual performance of third parties such as joint venture partners. We
had total outstanding letters of credit, surety bonds and third-party guarantees aggregating $3.8 billion and $3.6 billion at
December 31, 2022 and December 31, 2021. Third-party guarantees do not include guarantees issued on behalf of subsidiaries
and other consolidated entities.
At December 31, 2022 and 2021, third-party guarantees totaled $904 million and $838 million, of which approximately
71% and 69% related to guarantees of contractual performance of joint ventures to which we currently are or previously were a
party. These amounts represent our estimate of the maximum amounts we would expect to incur upon the contractual non-
performance of the joint venture, joint venture partners or divested businesses. Generally, we also have cross-indemnities in
place that may enable us to recover amounts that may be paid on behalf of a joint venture partner.
In determining our exposures, we evaluate the reputation, performance on contractual obligations, technical capabilities
and credit quality of our current and former joint venture partners and the transferee under novation agreements all of which
include a guarantee as required by the FAR. At December 31, 2022 and 2021, there were no material amounts recorded in our
financial statements related to third-party guarantees or novation agreements.
Note 15 – Fair Value Measurements
Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following (in millions):
December 31, 2022
Level 2
Level 1
Total
Level 3
Total
December 31, 2021
2
Level 2
Level 1
Level 3
Assets
$
Mutual funds
U.S. Government securities
Other securities
Derivatives
897 $
118
660
18
897 $
—
333
—
— $
118
264
18
— $ 1,434 $ 1,434 $
—
63
—
121
684
15
—
492
—
— $
121
192
15
Liabilities
Derivatives
196
—
196
—
Assets measured at NAV
Other commingled funds
—
—
60
60
20
—
—
—
—
—
Substantially all assets measured at fair value, other than derivatives, represent investments held in a separate trust to
fund certain of our non-qualified deferred compensation plan liabilities. As of December 31, 2022 and 2021, the fair value of
our investments held in trust totaled $1.6 billion and $2.1 billion and was included in other noncurrent assets on our
100
consolidated balance sheets. Net losses on these securities were $323 million in 2022 and net gains of $205 million and
$231 million in 2021 and 2020. Gains and losses on these investments are included in other unallocated, net within cost of sales
on our consolidated statements of earnings in order to align the classification of changes in the market value of investments held
for the plan with changes in the value of the corresponding plan liabilities.
The fair values of mutual funds and certain other securities are determined by reference to the quoted market price per
unit in active markets multiplied by the number of units held without consideration of transaction costs. The fair values of U.S.
Government and certain other securities are determined using pricing models that use observable inputs (e.g., interest rates and
yield curves observable at commonly quoted intervals), bids provided by brokers or dealers or quoted prices of securities with
similar characteristics. The fair values of derivative instruments, which consist of foreign currency forward contracts, including
embedded derivatives, and interest rate swap contracts, are primarily determined based on the present value of future cash flows
using model-derived valuations that use observable inputs such as interest rates, credit spreads and foreign currency exchange
rates.
We use derivative instruments principally to reduce our exposure to market risks from changes in foreign currency
exchange rates and interest rates. We do not enter into or hold derivative instruments for speculative trading purposes. We
transact business globally and are subject to risks associated with changing foreign currency exchange rates. We enter into
foreign currency hedges such as forward and option contracts that change in value as foreign currency exchange rates change.
Our most significant foreign currency exposures relate to the British pound sterling, the euro, the Canadian dollar, the
Australian dollar, the Norwegian kroner and the Polish zloty. These contracts hedge forecasted foreign currency transactions in
order to minimize fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates. We
designate foreign currency hedges as cash flow hedges. We also are exposed to the impact of interest rate changes primarily
through our borrowing activities. For fixed rate borrowings, we may use variable interest rate swaps, effectively converting
fixed rate borrowings to variable rate borrowings in order to hedge changes in the fair value of the debt. These swaps are
designated as fair value hedges. For variable rate borrowings, we may use fixed interest rate swaps, effectively converting
variable rate borrowings to fixed rate borrowings in order to minimize the impact of interest rate changes on earnings. These
swaps are designated as cash flow hedges. We also may enter into derivative instruments that are not designated as hedges and
do not qualify for hedge accounting, which are intended to minimize certain economic exposures.
The aggregate notional amount of our outstanding interest rate swaps at December 31, 2022 and 2021 was $1.3 billion and
$500 million and the increase from 2021 was due to interest rate swaps being designated on the additional debt we issued
during the fourth quarter. The aggregate notional amount of our outstanding foreign currency hedges at December 31, 2022 and
2021 was $7.3 billion and $4.0 billion and the increase from 2021 is due to the timing of contract awards denominated in
foreign currencies. The fair values of our outstanding interest rate swaps and foreign currency hedges at December 31, 2022
and 2021 were not significant. Derivative instruments did not have a material impact on net earnings and comprehensive
income during the years ended December 31, 2022 and 2021. The impact of derivative instruments on our consolidated
statements of cash flows is included in net cash provided by operating activities. Substantially all of our derivatives are
designated for hedge accounting. See “Note 1 – Organization and Significant Accounting Policies - Derivative financial
instruments”.
In addition to the financial instruments listed in the table above, we hold other financial instruments, including cash and
cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and
accounts payable approximated their fair values. The estimated fair value of our outstanding debt was $16.0 billion and
$15.4 billion at December 31, 2022 and 2021. The outstanding principal amount was $16.8 billion and $12.8 billion at
December 31, 2022 and 2021, excluding $1.3 billion and $1.1 billion of unamortized discounts and issuance costs at December
31, 2022 and 2021. The estimated fair values of our outstanding debt were determined based on the present value of future cash
flows using model-derived valuations that use observable inputs such as interest rates and credit spreads (Level 2). We also
hold investments in early stage companies. Most of these investments are in equity securities without readily determinable fair
values. Investments with quoted market prices in active markets (Level 1) are recorded at fair value at the end of each reporting
period and reflected in other securities in the table above. See “Note 1 – Organization and Significant Accounting Policies -
Investments”.
101
Note 16 – Severance and Other Charges
During the fourth quarter of 2022, we recorded severance and other charges totaling $100 million ($79 million, or $0.31
per share, after-tax) related to actions at our RMS business segment, which include severance costs for reduction of positions
and asset impairment charges. After a strategic review of RMS, these actions will improve the efficiency of our operations,
better align the organization and cost structure with changing economic conditions, and changes in program lifecycles.
During 2021, we recognized severance charges totaling $36 million ($28 million, or $0.10 per share, after-tax) related to
workforce reductions and facility exit costs within our RMS business segment. These actions were taken to consolidate certain
operations in order to improve the efficiency of RMS’ manufacturing operations and the affordability of its products and
services. Employees terminated as part of these actions will receive lump-sum severance payments upon separation primarily
based on years of service.
During 2020, we recognized severance charges totaling $27 million ($21 million, or $0.08 per share, after-tax) related to
workforce reductions primarily within our corporate functions. These actions were taken to keep our cost structure aligned with
our customers’ need to improve efficiency and deliver cost savings. Employees terminated as part of these actions received
lump-sum severance payments upon separation primarily based on years of service.
102
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2022. The
evaluation was performed with the participation of senior management of each business segment and key corporate functions,
under the supervision of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based on this evaluation, the
CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2022.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our
internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of
December 31, 2022. This assessment was based on the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework (2013 framework). Based on this assessment, management
concluded that our internal control over financial reporting was effective as of December 31, 2022.
Our independent registered public accounting firm has issued a report on the effectiveness of our internal control over
financial reporting, which is below.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required
by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2022 that
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
103
Report of Independent Registered Public Accounting Firm
Regarding Internal Control Over Financial Reporting
Board of Directors and Stockholders
Lockheed Martin Corporation
Opinion on Internal Control over Financial Reporting
We have audited Lockheed Martin Corporation’s internal control over financial reporting as of December 31, 2022, based
on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Lockheed Martin Corporation (the Corporation)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Corporation as of December 31, 2022 and 2021, the related
consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period
ended December 31, 2022, and the related notes and our report dated January 26, 2023 expressed an unqualified opinion
thereon.
Basis for Opinion
The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Corporation 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tysons, Virginia
January 26, 2023
104
ITEM 9B.
Other Information
None.
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
ITEM 10.
Directors, Executive Officers and Corporate Governance
PART III
The information concerning directors required by Item 401 of Regulation S-K is included under the caption “Proposal 1 -
Election of Directors” in our definitive Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the end of
the fiscal year to which this report relates (the 2023 Proxy Statement), and that information is incorporated by reference in this
Annual Report on Form 10-K (Form 10-K). Information concerning executive officers required by Item 401 of Regulation S-K
is located under Part I, Item 4(a) of this Form 10-K. The information required by Items 407(d)(4) and (d)(5) of Regulation S-K
is included under the captions “Committees of the Board of Directors” and “Audit Committee Report” in the 2023 Proxy
Statement, and that information is incorporated by reference in this Form 10-K.
We have had a written code of ethics in place since our formation in 1995. Setting the Standard, our Code of Ethics and
Business Conduct, applies to all our employees, including our principal executive officer, principal financial officer, and
principal accounting officer and controller, and to members of our Board of Directors. A copy of our Code of Ethics and
Business Conduct is available on our investor relations website: www.lockheedmartin.com/investor. Printed copies of our Code
of Ethics and Business Conduct may be obtained, without charge, by contacting Investor Relations, Lockheed Martin
Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817. We are required to disclose any change to, or waiver from, our
Code of Ethics and Business Conduct for our Chief Executive Officer and senior financial officers. We use our website to
disseminate this disclosure as permitted by applicable SEC rules.
ITEM 11.
Executive Compensation
The information required by Item 402 of Regulation S-K is included in the text and tables under the captions “Executive
Compensation” and “Director Compensation” in the 2023 Proxy Statement and that information is incorporated by reference in
this Form 10-K. The information required by Item 407(e)(5) of Regulation S-K is included under the caption “Compensation
Committee Report” in the 2023 Proxy Statement, and that information is incorporated by reference in this Form 10-K.
105
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 related to the security ownership of management and certain beneficial owners is
included under the heading “Security Ownership of Management and Certain Beneficial Owners” in the 2023 Proxy Statement,
and that information is incorporated by reference in this Annual Report on Form 10-K.
Equity Compensation Plan Information
The following table provides information about our equity compensation plans that authorize the issuance of shares of
Lockheed Martin common stock to employees and directors. The information is provided as of December 31, 2022.
Plan category
Equity compensation plans approved by
security holders (1)
Equity compensation plans not approved by
security holders (2)
Total
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
2,297,380
545,753
2,843,133
$
$
—
—
—
6,761,032
2,486,789
9,247,821
(1) Column (a) includes, as of December 31, 2022: 1,587,329 shares that have been granted as restricted stock units (RSUs) and 624,106
shares that could be earned pursuant to grants of performance stock units (PSUs) (assuming the maximum number of PSUs are earned
and payable at the end of the three-year performance period) under the Lockheed Martin Corporation 2020 Incentive Performance Award
Plan (2020 IPA Plan) or predecessor plans and 85,945 stock units payable in stock or cash under the Lockheed Martin Corporation
Amended and Restated Directors Equity Plan (Directors Plan) or predecessor plans for non-employee directors. Column (c) includes, as
of December 31, 2022, 6,391,651 shares available for future issuance under the 2020 IPA Plan as options, stock appreciation rights,
restricted stock awards, RSUs or PSUs and 369,381 shares available for future issuance under the Directors Plan as stock options and
stock units. Vested stock units are payable to directors upon their termination of service from our Board, except that directors who have
satisfied the stock ownership guidelines may elect to have payment of awards made after January 1, 2018 (together with any dividend
equivalents thereon) made on the first business day of April following the one-year anniversary of the grant.
(2)
The shares represent annual incentive bonuses and Long-Term Incentive Performance (LTIP) payments earned and voluntarily deferred
by employees. The deferred amounts are payable under the Deferred Management Incentive Compensation Plan (DMICP). Deferred
amounts are credited as phantom stock units at the closing price of our stock on the date the deferral is effective. Amounts equal to our
dividend are credited as stock units at the time we pay a dividend. Following termination of employment, a number of shares of stock
equal to the number of stock units credited to the employee’s DMICP account are distributed to the employee. There is no discount or
value transfer on the stock distributed. Distributions may be made from newly issued shares or shares purchased on the open market.
Historically, all distributions have come from shares held in a separate trust and, therefore, do not further dilute our common shares
outstanding. Because the DMICP shares are outstanding, they should be included in the denominator (and not the numerator) of a
dilution calculation.
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by Item 404 and 407(a) of Regulation S-K is included under the captions “Corporate Governance
- Related Person Transaction Policy,” “Corporate Governance - Certain Relationships and Related Person Transactions of
Directors, Executive Officers and 5 Percent Stockholders,” and “Corporate Governance - Director Independence” in the 2023
Proxy Statement, and that information is incorporated by reference in this Form 10-K.
ITEM 14.
Principal Accounting Fees and Services
The information required by this Item 14 is included under the caption “Proposal 4 - Ratification of Appointment of
Independent Auditors” in the 2023 Proxy Statement, and that information is incorporated by reference in this Form 10-K.
106
ITEM 15.
Exhibits and Financial Statement Schedules
List of financial statements filed as part of this Form 10-K
PART IV
The following financial statements of Lockheed Martin Corporation and consolidated subsidiaries are included in Item 8 of
this Annual Report on Form 10-K (Form 10-K) at the page numbers referenced below:
Consolidated Statements of Earnings – Years ended December 31, 2022, 2021 and 2020 .................................................
Consolidated Statements of Comprehensive Income – Years ended December 31, 2022, 2021 and 2020 ..........................
Consolidated Balance Sheets – At December 31, 2022 and 2021 ........................................................................................
Consolidated Statements of Cash Flows – Years ended December 31, 2022, 2021 and 2020 .............................................
Consolidated Statements of Equity – Years ended December 31, 2022, 2021 and 2020 .....................................................
Notes to Consolidated Financial Statements .........................................................................................................................
Page
63
64
65
66
67
68
The report of Lockheed Martin Corporation’s independent registered public accounting firm (PCAOB ID:42) with respect
to the above-referenced financial statements and their report on internal control over financial reporting are included in Item 8
and Item 9A of this Form 10-K at the page numbers referenced below. Their consent appears as Exhibit 23 of this Form 10-K.
Page
60
104
Report of Independent Registered Public Accounting Firm on the Audited Consolidated Financial Statements ...............
Report of Independent Registered Public Accounting Firm Regarding Internal Control Over Financial Reporting ..........
List of financial statement schedules filed as part of this Form 10-K
All schedules have been omitted because they are not applicable, not required or the information has been otherwise
supplied in the consolidated financial statements or notes to consolidated financial statements.
Exhibits
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
Charter of Lockheed Martin Corporation, as amended by Articles of Amendment dated April 23, 2009
(incorporated by reference to Exhibit 3.1 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the
year ended December 31, 2010).
Bylaws of Lockheed Martin Corporation, as amended and restated effective April 8, 2020 (incorporated by
reference to Exhibit 3.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on
April 9, 2020).
Description of Lockheed Martin Corporation Common Stock (incorporated by reference to Exhibit 4.1 to
Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021).
Indenture, dated May 15, 1996, among Lockheed Martin Corporation, Lockheed Martin Tactical Systems, Inc.
and First Trust of Illinois, National Association as Trustee (incorporated by reference to Exhibit 4.1 to Lockheed
Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017).
Indenture, dated as of August 30, 2006, between Lockheed Martin Corporation and The Bank of New York
(incorporated by reference to Exhibit 99.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed
with the SEC on August 31, 2006).
Indenture, dated as of March 11, 2008, between Lockheed Martin Corporation and The Bank of New York
(incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed
with the SEC on March 12, 2008).
Indenture, dated as of May 25, 2010, between Lockheed Martin Corporation and U.S. Bank National Association
(incorporated by reference to Exhibit 99.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed
with the SEC on May 25, 2010).
Indenture, dated as of September 6, 2011, between Lockheed Martin Corporation and U.S. Bank National
Association (incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Registration Statement
on Form S-3 filed with the SEC on April 24, 2020).
Supplemental Indenture, dated as of April 21, 2022, between Lockheed Martin Corporation and U.S. Bank Trust
Company, National Association, to the Indenture dated September 6, 2011 (incorporated by reference to Exhibit
4.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on April 21, 2022).
107
4.8
4.9
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
Indenture, dated as of December 14, 2012, between Lockheed Martin Corporation and U.S. Bank National
Association (incorporated by reference to Exhibit 99.1 to Lockheed Martin Corporation’s Current Report on
Form 8-K filed with the SEC on December 17, 2012).
Indenture dated as of September 7, 2017, between Lockheed Martin Corporation and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 99.1 of Lockheed Martin's Current Report on Form
8-K filed with the SEC on September 7, 2012).
See also Exhibits 3.1 and 3.2.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of
long-term debt are not filed. The Corporation will furnish copies thereof to the SEC upon request.
Revolving Credit Agreement dated as of August 24, 2022, among Lockheed Martin Corporation, the lenders
listed therein, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to
Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on August 24, 2022).
Non-Employee Director Compensation Summary (incorporated by reference to Exhibit 10.3 to Lockheed Martin
Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2022).
Lockheed Martin Corporation Directors Deferred Compensation Plan, as amended (incorporated by reference to
Exhibit 10.2 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2008).
Lockheed Martin Corporation Directors Equity Plan, as amended (incorporated by reference to Exhibit 10.1 to
Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on November 2, 2006).
Lockheed Martin Corporation Amended and Restated Directors Equity Plan (incorporated by reference to Exhibit
10.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on April 26, 2018).
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.34 to Lockheed Martin
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009).
Lockheed Martin Corporation Supplemental Savings Plan, as amended and restated effective January 1, 2015
(incorporated by reference to Exhibit 10.4 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for
the quarter ended March 29, 2015).
Amendment to Lockheed Martin Corporation Supplemental Savings Plan and Lockheed Martin Corporation
Nonqualified Capital Accumulation Program, dated December 18, 2019 (incorporated by reference to Exhibit
10.31 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019).
Lockheed Martin Corporation Nonqualified Capital Accumulation Plan, as amended and restated generally
effective as of December 18, 2015 (incorporated by reference to Exhibit 10.22 to Lockheed Martin Corporation’s
Annual Report on Form 10-K for the year ended December 31, 2015).
Lockheed Martin Corporation Deferred Management Incentive Compensation Plan, as amended and restated
effective January 1, 2020 (incorporated by reference to Exhibit 10.8 to Lockheed Martin Corporation’s Annual
Report on Form 10-K for the year ended December 31, 2019).
Amendment No.1 to Lockheed Martin Corporation Deferred Management Incentive Compensation Plan, as
amended and restated effective January 1, 2020 (incorporated by reference to Exhibit 10.12 to Lockheed Martin
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020).
Amendment No. 2 to Lockheed Martin Corporation Deferred Management Incentive Compensation Plan, as
amended and restated effective January 1, 2020 (incorporated by reference to Exhibit 10.8 to Lockheed Martin
Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2022).
Amendment No. 3 to Lockheed Martin Corporation Deferred Management Incentive Compensation Plan, as
amended and restated generally effective January 1, 2020.
Lockheed Martin Corporation Amended and Restated 2021 Management Incentive Compensation Plan
(incorporated by reference to Exhibit 10.6 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for
the quarter ended March 27, 2022).
Lockheed Martin Corporation 2011 Incentive Performance Award Plan, as amended and restated January 24,
2019 (incorporated by reference to Exhibit 10.13 to Lockheed Martin Corporation’s Annual Report on Form 10-
K for the year ended December 31, 2018).
Form of 2020 Annual Restricted Stock Unit Award Agreement under the Lockheed Martin Corporation 2011
Incentive Performance Award Plan (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 29, 2020).
108
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
Form of Performance Stock Unit Award Agreement (2020 - 2022 Performance Period) under the Lockheed
Martin Corporation 2011 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.2 to
Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2020).
Form of Long Term Incentive Performance Award Agreement (2020 - 2022 Performance Period) under the
Lockheed Martin Corporation 2011 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.3
to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2020).
Lockheed Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.1
to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on April 23, 2020).
Form of 2020 Annual Restricted Stock Unit Award Agreement under the Lockheed Martin Corporation 2020
Incentive Performance Award Plan (incorporated by reference to Exhibit 10.2 to Lockheed Martin Corporation’s
Quarterly Report on Form 10-Q for the quarter ended June 28, 2020).
Form of Performance Stock Unit Award Agreement (2020 - 2022 Performance Period) under the Lockheed
Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.3 to
Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2020).
Form of Long Term Incentive Performance Award Agreement (2020 - 2022 Performance Period) under the
Lockheed Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.4
to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2020).
Form of 2021 Annual Restricted Stock Unit Award Agreement under the Lockheed Martin Corporation 2020
Incentive Performance Award Plan (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 28, 2021).
Form of Performance Stock Unit Award Agreement (2021 - 2023 Performance Period) under the Lockheed
Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.2 to
Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2021).
Form of Long Term Incentive Performance Award Agreement (2021 - 2023 Performance Period) under the
Lockheed Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.3
to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2021).
Form of 2022 Annual Restricted Stock Unit Award Agreement under the Lockheed Martin Corporation 2020
Incentive Performance Award Plan (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 27, 2022).
Form of Performance Stock Unit Award Agreement (2022 - 2024 Performance Period) under the Lockheed
Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.2 to
Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2022).
Form of Long Term Incentive Performance Award Agreement (2022 - 2024 Performance Period) under the
Lockheed Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.3
to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2022).
CFO New Hire Restricted Stock Unit Award Agreement under the Lockheed Martin Corporation 2020 Incentive
Performance Award Plan (incorporated by reference to Exhibit 10.4 to Lockheed Martin Corporation’s Quarterly
Report on Form 10-Q for the quarter ended March 27, 2022).
CFO Transition Restricted Stock Unit Award Agreement under the Lockheed Martin Corporation 2020 Incentive
Performance Award Plan (incorporated by reference to Exhibit 10.5 to Lockheed Martin Corporation’s Quarterly
Report on Form 10-Q for the quarter ended March 27, 2022).
Amendment to Outstanding Long-Term Incentive Performance and Performance Stock Unit Award Agreements
(effective September 14, 2020) (incorporated by reference to Exhibit 10.2 to Lockheed Martin Corporation’s
Quarterly Report on Form 10-Q for the quarter ended September 27, 2020).
Amendment to Outstanding Long-Term Incentive Performance and Performance Stock Unit Award Agreements
(effective February 24, 2021) (incorporated by reference to Exhibit 10.4 to Lockheed Martin Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 28, 2021).
Amendment to Outstanding Long-Term Incentive Performance and Performance Stock Unit Award Agreements
(effective June 24, 2021) (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Quarterly
Report on Form 10-Q for the quarter ended June 27, 2021).
Amendment to Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan, as amended
and restated effective October 5, 2018 (incorporated by reference to Exhibit 10.9 to Lockheed Martin
Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2022).
109
10.35
10.36
10.37
10.38
10.39
10.40
10.41
21
23
24
31.1
31.2
32
Lockheed Martin Corporation Executive Severance Plan, as amended and restated effective December 1, 2016
(incorporated by reference to Exhibit 10.26 to Lockheed Martin Corporation’s Annual Report on Form 10-K for
the year ended December 31, 2016).
Amendment No. 1 to Lockheed Martin Corporation Executive Severance Plan, as amended and restated effective
December 1, 2016 (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Quarterly Report
on Form 10-Q for the quarter ended June 24, 2018).
Amendment No. 2 to Lockheed Martin Corporation Executive Severance Plan, as amended and restated effective
December 1, 2016 (incorporated by reference to Exhibit 10.6 to Lockheed Martin Corporation’s Quarterly Report
on Form 10-Q for the quarter ended June 28, 2020).
Amendment No. 3 to Lockheed Martin Corporation Executive Severance Plan, as amended and restated effective
December 1, 2016 (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Quarterly Report
on Form 10-Q for the quarter ended September 27, 2020).
Amendment No. 4 to Lockheed Martin Corporation Executive Severance Plan, as amended and restated effective
December 1, 2016 (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Quarterly Report
on Form 10-Q for the quarter ended September 25, 2022).
Amendment No. 5 to Lockheed Martin Corporation Executive Severance Plan, as amended and restated effective
December 1, 2016.
Offer Letter to Jesus Malave (incorporated by reference to Exhibit 10.7 to Lockheed Martin Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 27, 2022).
Subsidiaries of Lockheed Martin Corporation.
Consent of Independent Registered Public Accounting Firm.
Powers of Attorney.
Certification of James D. Taiclet pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Jesus Malave pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of James D. Taiclet and Jesus Malave pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
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tags are embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
contained in Exhibit 101
*
Exhibits 10.2 through 10.41 constitute management contracts or compensatory plans or arrangements.
ITEM 16.
Form 10-K Summary
None.
110
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: January 26, 2023
Lockheed Martin Corporation
(Registrant)
By:
/s/ H. Edward Paul III
H. Edward Paul III
Vice President, Controller, and Chief
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
/s/ James D. Taiclet
James D. Taiclet
/s/ Jesus Malave
Jesus Malave
/s/ H. Edward Paul III
H. Edward Paul III
*
Daniel F. Akerson
*
David B. Burritt
*
Bruce A. Carlson
*
John M. Donovan
*
Joseph F. Dunford, Jr.
*
James O. Ellis, Jr.
*
Thomas J. Falk
*
Ilene S. Gordon
*
Vicki A. Hollub
*
Jeh C. Johnson
*
Debra L. Reed-Klages
*
Patricia E. Yarrington
Titles
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Date
January 26, 2023
Chief Financial Officer (Principal Financial
Officer)
January 26, 2023
Vice President, Controller, and Chief Accounting
Officer (Principal Accounting Officer)
January 26, 2023
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
January 26, 2023
January 26, 2023
January 26, 2023
January 26, 2023
January 26, 2023
January 26, 2023
January 26, 2023
January 26, 2023
January 26, 2023
January 26, 2023
January 26, 2023
January 26, 2023
*By Maryanne R. Lavan pursuant to a Power of Attorney executed by the Directors listed above, which has been filed
with this Annual Report on Form 10-K.
Date: January 26, 2023
By:
/s/ Maryanne R. Lavan
Maryanne R. Lavan
Attorney-in-fact
111
CERTIFICATION OF JAMES D. TAICLET PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, James D. Taiclet, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Lockheed Martin Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations, and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize, and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: January 26, 2023
/s/ James D. Taiclet
James D. Taiclet
Chief Executive Officer
CERTIFICATION OF JESUS MALAVE PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Jesus Malave, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Lockheed Martin Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations, and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize, and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: January 26, 2023
/s/ Jesus Malave
Jesus Malave
Chief Financial Officer
Exhibit 32
CERTIFICATION OF JAMES D. TAICLET AND JESUS MALAVE PURSUANT TO 18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lockheed Martin Corporation (the “Corporation”) on Form 10-K for the
period ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission on the date hereof
(the “Report”), I, James D. Taiclet, Chief Executive Officer of the Corporation, and I, Jesus Malave, Chief Financial
Officer of the Corporation, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Corporation.
/s/ James D. Taiclet
James D. Taiclet
Chief Executive Officer
/s/ Jesus Malave
Jesus Malave
Chief Financial Officer
Date: January 26, 2023
NON-GAAP DEFINITIONS AND RECONCILIATION OF NON-GAAP MEASURES TO GAAP
MEASURES
This annual report contains non-generally accepted accounting principles (non-GAAP) financial measures. While we
believe that these non-GAAP financial measures may be useful in evaluating the financial performance of Lockheed
Martin, this information should be considered supplemental and is not a substitute for financial information prepared in
accordance with GAAP. In addition, our definitions for non-GAAP measures may differ from similarly titled measures used
by other companies or analysts.
Segment operating profit / margin
Segment Operating Profit represents operating profit from our business segments before unallocated income and
expense. This measure is used by our senior management in evaluating the performance of our business segments and
is a performance goal in our annual incentive plan. The caption “Total Unallocated Items” reconciles Segment Operating
Profit to Consolidated Operating Profit. Segment Margin is calculated by dividing Segment Operating Profit by Net Sales.
In millions
Net sales
Consolidated operating profit
Less: Total unallocated items
Business segment operating profit (Non-GAAP)
Consolidated operating margin
Segment operating margin (Non-GAAP)
2022
2021
2020
$ 65,984 $ 67,044 $ 65,398
8,644
$
1,492
7,152
13.2 %
10.9 %
9,123 $
1,744
7,379 $
13.6 %
11.0 %
8,348 $
1,129
7,219 $
12.7 %
10.9 %
$
Free cash flow
Free cash flow is cash from operations less capital expenditures. The company's capital expenditures are comprised of
equipment and facilities infrastructure and information technology (inclusive of costs for the development or purchase of
internal-use software that are capitalized). The company uses free cash flow to evaluate its business performance and
overall liquidity and it is a performance goal in the company's annual and long-term incentive plans. The company
believes free cash flow is a useful measure for investors because it represents the amount of cash generated from
operations after reinvesting in the business and that may be available to return to stockholders and creditors (through
dividends, stock repurchases and debt repayments) or available to fund acquisitions or other investments. The entire free
cash flow amount is not necessarily available for discretionary expenditures, however, because it does not account for
certain mandatory expenditures, such as the repayment of maturing debt and pension contributions.
GENERAL INFORMATION
As of December 31, 2022, there were 23,382 holders of record of Lockheed Martin common stock and 255,250,443
shares outstanding.
TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING AGENT
Computershare Trust Company, N.A.
Shareholder Services
P.O. Box 43006
Providence, RI 02940
Telephone: 1-877-498-8861
TDD for the hearing impaired: 1-800-952-9245
Internet: www.computershare.com/investor
Overnight correspondence should be mailed to:
Computershare Trust Company, N.A.
150 Royall Street, Suite 101
Canton, MA 02021
ELECTRONIC DELIVERY
Stockholders are encouraged to enroll in electronic delivery to receive all stockholder communications, including proxy
voting materials, electronically, by visiting Shareholder Services at www.lockheedmartin.com/investor
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
Lockheed Martin participates in a direct stock purchase and dividend reinvestment plan offered by Computershare Trust
Company, N.A. through which new investors may make an initial investment in Lockheed Martin common stock and
existing stockholders may increase their holdings of Lockheed Martin common stock and/or to reinvest dividends paid on
Lockheed Martin common stock. For more information, contact Computershare Trust Company, N.A. at 1-877-498-8861,
or view plan materials online and enroll electronically at www.computershare.com/investor.
INDEPENDENT AUDITORS
Ernst & Young LLP
1775 Tysons Boulevard
Tysons, VA 22102
Telephone: 703-747-1000
COMMON STOCK
Stock symbol: LMT
Listed: New York Stock Exchange (NYSE)
2022 FORM 10-K
Our 2022 Form 10-K is included in this Annual Report in its entirety with the exception of certain exhibits. All of the exhibits
may be obtained on our Investor Relations homepage at www.lockheedmartin.com/investor or by accessing our filings
with the U.S. Securities and Exchange Commission. In addition, stockholders may obtain a paper copy of any exhibit by
writing to:
Maria Ricciardone Lee - Vice President, Investor Relations
Lockheed Martin Corporation
Investor Relations Department MP 279
6801 Rockledge Drive
Bethesda, MD 20817
Lockheed Martin financial data and requests for printed materials may also be obtained on our website at
www.lockheedmartin.com/investor
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, MD 20817
www.lockheedmartin.com
This report is printed on paper that is FSC® certified, and is
manufactured elemental chlorine free.
© 2023 Lockheed Martin Corporation