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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q 
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 25, 2022March 26, 2023
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 52-1893632
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer Identification No.)
6801 Rockledge Drive,Bethesda,Maryland 20817
(Address of principal executive offices) (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 classTrading SymbolName of each exchange on which registered
Common Stock, $1 par valueLMTNew York Stock Exchange
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
There were 262,073,963253,252,553 shares of our common stock, $1 par value per share, outstanding as of OctoberApril 14, 2022.2023.



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Lockheed Martin Corporation
Form 10-Q
For the Quarterly Period Ended September 25, 2022March 26, 2023
Table of Contents
  Page
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 6.



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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Lockheed Martin Corporation
Consolidated Statements of Earnings
(unaudited; in millions, except per share data)
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Net salesNet salesNet sales
ProductsProducts$14,011 $13,475 $39,266 $41,486 Products$12,526 $12,494 
ServicesServices2,572 2,553 7,727 7,829 Services2,600 2,470 
Total net salesTotal net sales16,583 16,028 46,993 49,315 Total net sales15,126 14,964 
Cost of salesCost of salesCost of sales
ProductsProducts(12,547)(11,838)(35,103)(36,985)Products(11,151)(11,107)
ServicesServices(2,243)(2,332)(6,780)(7,000)Services(2,284)(2,167)
Severance and restructuring charges —  (36)
Other unallocated, netOther unallocated, net327 444 875 1,345 Other unallocated, net355 219 
Total cost of salesTotal cost of sales(14,463)(13,726)(41,008)(42,676)Total cost of sales(13,080)(13,055)
Gross profitGross profit2,120 2,302 5,985 6,639 Gross profit2,046 1,909 
Other income (expense), net39 (8)70 29 
Other (expense) income, netOther (expense) income, net(9)24 
Operating profitOperating profit2,159 2,294 6,055 6,668 Operating profit2,037 1,933 
Interest expenseInterest expense(145)(141)(421)(423)Interest expense(202)(135)
Non-service FAS pension income (expense)111 (1,572)(1,080)(1,385)
Non-service FAS pension incomeNon-service FAS pension income110 140 
Other non-operating (expense) income, net(26)98 (64)200 
Other non-operating income, netOther non-operating income, net49 123 
Earnings before income taxesEarnings before income taxes2,099 679 4,490 5,060 Earnings before income taxes1,994 2,061 
Income tax expenseIncome tax expense(321)(65)(670)(794)Income tax expense(305)(328)
Net earningsNet earnings$1,778 $614 $3,820 $4,266 Net earnings$1,689 $1,733 
Earnings per common shareEarnings per common share Earnings per common share 
BasicBasic$6.73 $2.22 $14.36 $15.37 Basic$6.63 $6.46 
DilutedDiluted$6.71 $2.21 $14.31 $15.32 Diluted$6.61 $6.44 
Cash dividends paid per common shareCash dividends paid per common share$2.80 $2.60 $8.40 $7.80 Cash dividends paid per common share$3.00 $2.80 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Lockheed Martin Corporation
Consolidated Statements of Comprehensive Income
(unaudited; in millions)

Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Net earningsNet earnings$1,778 $614 $3,820 $4,266 Net earnings$1,689 $1,733 
Other comprehensive income, net of taxOther comprehensive income, net of taxOther comprehensive income, net of tax
Postretirement benefit plansPostretirement benefit plansPostretirement benefit plans
Net actuarial gain recognized due to plan
remeasurements, net of tax of $44 million and $505 million in 2022 and $613 million in 2021
162 2,258 1,860 2,258 
Amounts reclassified from accumulated other comprehensive loss, net of tax of $1 million and $27 million in 2022 and $30 million and $105 million in 2021(2)107 93 387 
Pension settlement charge, net of tax of $314 million in 2022 and $355 million in 2021 1,310 1,156 1,310 
Other, net, net of tax of $6 million and $12 million in 2022 and $4 million and $8 million in 2021(126)(55)(237)(51)
Other comprehensive income, net of tax34 3,620 2,872 3,904 
Amortization of actuarial losses and prior service credits, net of tax of $10 million in 2023 and $13 million in 2022Amortization of actuarial losses and prior service credits, net of tax of $10 million in 2023 and $13 million in 2022(37)48 
Other, net, net of tax of $4 million in 2023 and $1 million in 2022Other, net, net of tax of $4 million in 2023 and $1 million in 2022(26)(21)
Other comprehensive (loss) income, net of taxOther comprehensive (loss) income, net of tax(63)27 
Comprehensive incomeComprehensive income$1,812 $4,234 $6,692 $8,170 Comprehensive income$1,626 $1,760 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Lockheed Martin Corporation
Consolidated Balance Sheets
(in millions, except par value)
September 25,
2022
December 31,
2021
March 26,
2023
December 31,
2022
(unaudited)(unaudited)
AssetsAssetsAssets
Current assetsCurrent assetsCurrent assets
Cash and cash equivalentsCash and cash equivalents$2,430 $3,604 Cash and cash equivalents$2,440 $2,547 
Receivables, netReceivables, net2,484 1,963 Receivables, net2,583 2,505 
Contract assetsContract assets12,333 10,579 Contract assets13,189 12,318 
InventoriesInventories3,113 2,981 Inventories3,471 3,088 
Other current assetsOther current assets600 688 Other current assets461 533 
Total current assetsTotal current assets20,960 19,815 Total current assets22,144 20,991 
Property, plant and equipment, netProperty, plant and equipment, net7,629 7,597 Property, plant and equipment, net7,938 7,975 
GoodwillGoodwill10,764 10,813 Goodwill10,776 10,780 
Intangible assets, netIntangible assets, net2,521 2,706 Intangible assets, net2,397 2,459 
Deferred income taxesDeferred income taxes3,116 2,290 Deferred income taxes4,175 3,744 
Other noncurrent assetsOther noncurrent assets7,040 7,652 Other noncurrent assets7,192 6,931 
Total assetsTotal assets$52,030 $50,873 Total assets$54,622 $52,880 
Liabilities and equityLiabilities and equityLiabilities and equity
Current liabilitiesCurrent liabilitiesCurrent liabilities
Accounts payableAccounts payable$2,622 $780 Accounts payable$3,271 $2,117 
Salaries, benefits and payroll taxesSalaries, benefits and payroll taxes3,151 3,108 Salaries, benefits and payroll taxes2,634 3,075 
Contract liabilitiesContract liabilities8,059 8,107 Contract liabilities8,336 8,488 
Current maturities of long-term debtCurrent maturities of long-term debt115 118 
Other current liabilitiesOther current liabilities2,515 2,002 Other current liabilities2,626 2,089 
Total current liabilitiesTotal current liabilities16,347 13,997 Total current liabilities16,982 15,887 
Long-term debt, netLong-term debt, net11,480 11,670 Long-term debt, net15,485 15,429 
Accrued pension liabilitiesAccrued pension liabilities5,745 8,319 Accrued pension liabilities5,422 5,472 
Other noncurrent liabilitiesOther noncurrent liabilities6,492 5,928 Other noncurrent liabilities7,087 6,826 
Total liabilitiesTotal liabilities40,064 39,914 Total liabilities44,976 43,614 
Stockholders’ equityStockholders’ equityStockholders’ equity
Common stock, $1 par value per shareCommon stock, $1 par value per share261 271 Common stock, $1 par value per share254 254 
Additional paid-in capitalAdditional paid-in capital 94 Additional paid-in capital 92 
Retained earningsRetained earnings19,839 21,600 Retained earnings17,478 16,943 
Accumulated other comprehensive lossAccumulated other comprehensive loss(8,134)(11,006)Accumulated other comprehensive loss(8,086)(8,023)
Total stockholders’ equityTotal stockholders’ equity11,966 10,959 Total stockholders’ equity9,646 9,266 
Total liabilities and equityTotal liabilities and equity$52,030 $50,873 Total liabilities and equity$54,622 $52,880 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Lockheed Martin Corporation
Consolidated Statements of Cash Flows
(unaudited; in millions)
Nine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Operating activitiesOperating activitiesOperating activities
Net earningsNet earnings$3,820 $4,266 Net earnings$1,689 $1,733 
Adjustments to reconcile net earnings to net cash provided by operating activitiesAdjustments to reconcile net earnings to net cash provided by operating activitiesAdjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortizationDepreciation and amortization965 999 Depreciation and amortization325 329 
Stock-based compensationStock-based compensation195 189 Stock-based compensation57 54 
Deferred income taxesDeferred income taxes(540)(235)Deferred income taxes(117)(31)
Pension settlement charge1,470 1,665 
Severance and restructuring charges 36 
Changes in assets and liabilitiesChanges in assets and liabilitiesChanges in assets and liabilities
Receivables, netReceivables, net(521)(289)Receivables, net(78)(564)
Contract assetsContract assets(1,754)(3,152)Contract assets(871)(1,551)
InventoriesInventories(132)642 Inventories(383)(163)
Accounts payableAccounts payable1,834 653 Accounts payable1,217 1,829 
Contract liabilitiesContract liabilities(48)(30)Contract liabilities(152)(205)
Income taxesIncome taxes113 55 Income taxes414 317 
Qualified defined benefit pension plansQualified defined benefit pension plans(322)(200)Qualified defined benefit pension plans(94)(116)
Other, netOther, net794 354 Other, net(443)(222)
Net cash provided by operating activitiesNet cash provided by operating activities5,874 4,953 Net cash provided by operating activities1,564 1,410 
Investing activitiesInvesting activitiesInvesting activities
Capital expendituresCapital expenditures(977)(915)Capital expenditures(294)(268)
Other, netOther, net(4)296 Other, net35 17 
Net cash used for investing activitiesNet cash used for investing activities(981)(619)Net cash used for investing activities(259)(251)
Financing activitiesFinancing activitiesFinancing activities
Issuance of long-term debt, net of related costs2,267 — 
Repayments of long-term debt(2,250)(500)
Repurchases of common stockRepurchases of common stock(3,694)(2,000)Repurchases of common stock(500)(2,000)
Dividends paidDividends paid(2,250)(2,178)Dividends paid(784)(767)
Other, netOther, net(140)(89)Other, net(128)(113)
Net cash used for financing activitiesNet cash used for financing activities(6,067)(4,767)Net cash used for financing activities(1,412)(2,880)
Net change in cash and cash equivalentsNet change in cash and cash equivalents(1,174)(433)Net change in cash and cash equivalents(107)(1,721)
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period3,604 3,160 Cash and cash equivalents at beginning of period2,547 3,604 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$2,430 $2,727 Cash and cash equivalents at end of period$2,440 $1,883 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Lockheed Martin Corporation
Consolidated Statements of Equity
For the Quarters Ended September 25, 2022 and September 26, 2021
(unaudited; in millions)
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
Noncontrolling
Interests in
Subsidiary
Total
Equity
Balance at June 26, 2022$264 $ $19,336 $(8,168)$11,432 $ $11,432 
Net earnings  1,778  1,778  1,778 
Other comprehensive income,
  net of tax
   34 34  34 
Dividends declared  7  7  7 
Repurchases of common stock(3)(148)(1,282) (1,433) (1,433)
Stock-based awards, ESOP
  activity and other
 148   148  148 
Balance at September 25, 2022$261 $ $19,839 $(8,134)$11,966 $ $11,966 
Balance at June 27, 2021$276 $122 $21,961 $(15,837)$6,522 $$6,530 
Net earnings— — 614 — 614 — 614 
Other comprehensive income,
  net of tax
— — — 3,620 3,620 — 3,620 
Dividends declared— — (775)— (775)— (775)
Repurchases of common stock(2)(174)(324)— (500)— (500)
Stock-based awards, ESOP
  activity and other
— 150 — — 150 — 150 
Net decrease in noncontrolling
  interests in subsidiary
— — — — — (8)(8)
Balance at September 26, 2021$274 $98 $21,476 $(12,217)$9,631 $— $9,631 
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Equity
Balance at December 31, 2022$254 $92 $16,943 $(8,023)$9,266 
Net earnings  1,689  1,689 
Other comprehensive income, net of tax   (63)(63)
Dividends declared  (768) (768)
Repurchases of common stock(1)(113)(386) (500)
Stock-based awards, ESOP activity and other1 21   22 
Balance at March 26, 2023$254 $ $17,478 $(8,086)$9,646 
Balance at December 31, 2021$271 $94 $21,600 $(11,006)$10,959 
Net earnings— — 1,733 — 1,733 
Other comprehensive income, net of tax— — — 27 27 
Dividends declared— — (749)— (749)
Repurchases of common stock(6)(126)(1,868)— (2,000)
Stock-based awards, ESOP activity and other— 32 — — 32 
Balance at March 27, 2022$265 $— $20,716 $(10,979)$10,002 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Lockheed Martin Corporation
Consolidated Statements of Equity
For the Nine Months Ended September 25, 2022 and September 26, 2021
(unaudited; in millions)
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
Noncontrolling
Interests in
Subsidiary
Total
Equity
Balance at December 31, 2021$271 $94 $21,600 $(11,006)$10,959 $ $10,959 
Net earnings  3,820  3,820  3,820 
Other comprehensive income, net of tax   2,872 2,872  2,872 
Dividends declared  (2,239) (2,239) (2,239)
Repurchases of common stock(11)(453)(3,342) (3,806) (3,806)
Stock-based awards, ESOP activity and other1 359   360  360 
Balance at September 25, 2022$261 $ $19,839 $(8,134)$11,966 $ $11,966 
Balance at December 31, 2020$279 $221 $21,636 $(16,121)$6,015 $23 $6,038 
Net earnings— — 4,266 — 4,266 — 4,266 
Other comprehensive income, net of tax— — — 3,904 3,904 — 3,904 
Dividends declared— — (2,954)— (2,954)— (2,954)
Repurchases of common stock(6)(522)(1,472)— (2,000)— (2,000)
Stock-based awards, ESOP activity and other399 — — 400 — 400 
Net decrease in noncontrolling interests in subsidiary— — — — — (23)(23)
Balance at September 26, 2021$274 $98 $21,476 $(12,217)$9,631 $— $9,631 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited)


NOTE 1 - BASIS OF PRESENTATION
We prepared these consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information, the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.
In the opinion of management, these consolidated financial statements reflect all adjustments that are of a normal recurring nature necessary for a fair presentation of our results of operations, financial condition, and cash flows for the interim periods presented. The preparation of these consolidated financial statements requires us 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 tax assets; fair value measurements; and contingencies. The 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.
Effective January 1, 2023, we no longer consider amortization expense related to purchased intangible assets when evaluating the operating performance of our business segments. As a result, intangible asset amortization expense, which was previously included in segment operating profit, is now reported in unallocated corporate expense within total consolidated operating profit. This change has no impact on our consolidated operating results. Management believes this updated presentation better aligns with how the business is viewed and managed and will provide better insights into business segment performance. This change has been applied to the amounts in this Form 10-Q, including amounts for 2022. See “Note 3 - Information on Business Segments” for further information regarding the impact of this change on our current and prior period segment operating profit.
Additionally, during the third quarter of 2022, we changed the presentation of deferred income taxes related to uncertain tax positions in the operating cash flow section of the consolidated statements of cash flows. First quarter of 2022 amounts have been conformed to current period presentation and this change does not impact previously reported net cash from operating activities.
We close our books and records on the last Sunday of the interim calendar quarter, which was on September 25, for the third quarter of 2022 and SeptemberMarch 26, for the thirdfirst quarter of 2021,2023 and March 27, for the first quarter of 2022, to align our financial closing with our business processes. The consolidated financial statements and tables of financial information included herein are labeled based on that convention. This practice only affects interim periods as our fiscal year ends on December 31.
The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or future periods. Unless otherwise noted, we present all per share amounts cited in these consolidated financial statements on a “per diluted share” basis. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 (20212022 (2022 Form 10-K).
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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited) (continued)
NOTE 2 - EARNINGS PER COMMON SHARE
The weighted average number of shares outstanding used to compute earnings per common share were as follows (in millions):
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Weighted average common shares outstanding for basic computationsWeighted average common shares outstanding for basic computations264.1 276.2 266.0 277.5 Weighted average common shares outstanding for basic computations254.7 268.3 
Weighted average dilutive effect of equity awardsWeighted average dilutive effect of equity awards1.0 1.1 0.9 1.0 Weighted average dilutive effect of equity awards1.0 0.9 
Weighted average common shares outstanding for diluted computationsWeighted average common shares outstanding for diluted computations265.1 277.3 266.9 278.5 Weighted average common shares outstanding for diluted computations255.7 269.2 
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 during the quarters ended March 26, 2023 and nine months ended September 25, 2022 and September 26, 2021.March 27, 2022. Basic and diluted weighted average common shares outstanding decreased in 20222023 compared to 20212022 due to share repurchases. See “Note 9 - Stockholders’ Equity” for more information.
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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited) (continued)
NOTE 3 - INFORMATION ON BUSINESS SEGMENTS
Overview
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 products and services offered.
Selected Financial Data by Business Segment
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 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
SummaryAs discussed in “Note 1 - Basis of Presentation”, effective January 1, 2023, we no longer consider amortization expense related to purchased intangible assets when evaluating the operating results for eachperformance of our business segments were as follows (in millions):
 Quarters EndedNine Months Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
Net sales
Aeronautics$7,089 $6,568 $19,352 $19,621 
Missiles and Fire Control2,831 2,781 8,030 8,474 
Rotary and Mission Systems3,781 3,980 11,345 12,329 
Space2,882 2,699 8,266 8,891 
Total net sales$16,583 $16,028 $46,993 $49,315 
Operating profit
Aeronautics$759 $714 $2,050 $1,979 
Missiles and Fire Control382 413 1,184 1,210 
Rotary and Mission Systems414 459 1,165 1,350 
Space301 264 814 826 
Total business segment operating profit1,856 1,850 5,213 5,365 
Unallocated items
FAS/CAS pension operating adjustment430 491 1,281 1,469 
Severance and restructuring charges —  (36)
Other, net(127)(47)(439)(130)
Total unallocated items303 444 842 1,303 
Total consolidated operating profit$2,159 $2,294 $6,055 $6,668 
Intersegment sales
Aeronautics$63 $60 $181 $165 
Missiles and Fire Control146 153 463 449 
Rotary and Mission Systems503 455 1,411 1,381 
Space102 95 284 269 
Total intersegment sales$814 $763 $2,339 $2,264 
Amortization of purchased intangibles
Aeronautics$ $— $(1)$(1)
Missiles and Fire Control(1)(1)(2)(2)
Rotary and Mission Systems(58)(58)(174)(174)
Space(3)(2)(9)(46)
Total amortization of purchased intangibles$(62)$(61)$(186)$(223)
segments. As a result, intangible asset amortization expense, which was previously included in segment operating profit, is now reported in unallocated items within total consolidated operating profit.
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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited) (continued)
This change has been applied to the amounts below, including the amounts for 2022. Sales and operating profit for each of our business segments were as follows (in millions):
 Quarters Ended
March 26,
2023
March 27,
2022
Net sales
Aeronautics$6,269 $6,401 
Missiles and Fire Control2,388 2,452 
Rotary and Mission Systems3,510 3,552 
Space2,959 2,559 
Total net sales$15,126 $14,964 
Operating profit
Aeronautics$675 $679 
Missiles and Fire Control377 385 
Rotary and Mission Systems350 406 
Space280 248 
Total business segment operating profit1,682 1,718 
Unallocated items
FAS/CAS pension operating adjustment415 426 
Intangible asset amortization expense(62)(62)
Other, net2 (149)
Total unallocated items355 215 
Total consolidated operating profit$2,037 $1,933 
Intersegment sales
Aeronautics$53 $60 
Missiles and Fire Control146 156 
Rotary and Mission Systems489 455 
Space86 83 
Total intersegment sales$774 $754 
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, changes in the fair value of strategic investments in companies made by our Lockheed Martin Ventures Fund, stock-based compensation expense, changes in the fair value of investments held in a trustnet assets and liabilities for deferred compensation plans, retiree benefits, significant severance actions,charges, significant asset impairments, gains or losses from divestitures, intangible asset amortization expense, 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 10 - Other” 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 income calculated in accordance with FASFinancial 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 income (expense) and total CAS pension cost. The non-service FAS pension income (expense) components are included in non-service FAS pension income (expense) in our consolidated statements of earnings. As a result, to the extent that CAS pension cost exceeds the service cost component of FAS pension income, (expense), we have a favorable FAS/CAS pension operating adjustment.
The total FAS/CAS pension adjustment for the quarters and nine months ended September 25, 2022 and September 26, 2021, including the service and non-service cost components of FAS pension income (expense) for our qualified defined benefit pension plans, were as follows (in millions):
Quarters EndedNine Months Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
Total FAS income (expense) and CAS cost
FAS pension income (expense)$91 $(1,598)$(1,148)$(1,465)
Less: CAS pension cost450 517 1,349 1,549 
Total FAS/CAS pension adjustment$541 $(1,081)$201 $84 
Service and non-service cost reconciliation
FAS pension service cost$(20)$(26)$(68)$(80)
Less: CAS pension cost450 517 1,349 1,549 
Total FAS/CAS pension operating adjustment430 491 1,281 1,469 
Non-service FAS pension income (expense)111 (1,572)(1,080)(1,385)
Total FAS/CAS pension adjustment$541 $(1,081)$201 $84 
The total FAS/CAS pension adjustment for the nine months ended September 25, 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 the second quarter in connection with the transfer of $4.3 billion of our gross defined benefit pension obligations and related plan assets to an insurance company on June 24, 2022. The total FAS/CAS pension adjustment during the quarter and nine months ended September 26, 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 on August 3, 2021. See “Note 6 - Postretirement Benefit Plans.
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Notes to Consolidated Financial Statements (unaudited) (continued)
Disaggregation of Net Sales
Net sales by products and services, contract type, customer, and geographic region were as follows (in millions):
Quarter Ended September 25, 2022
AeronauticsMFCRMSSpaceTotal
Net sales
Products$6,072 $2,530 $2,968 $2,441 $14,011 
Services1,017 301 813 441 2,572 
Total net sales$7,089 $2,831 $3,781 $2,882 $16,583 
Net sales by contract type
Fixed-price$5,217 $2,005 $2,436 $722 $10,380 
Cost-reimbursable1,872 826 1,345 2,160 6,203 
Total net sales$7,089 $2,831 $3,781 $2,882 $16,583 
Net sales by customer
U.S. Government$4,728 $2,086 $2,721 $2,842 $12,377 
International (a)
2,326 744 1,002 34 4,106 
U.S. commercial and other35 1 58 6 100 
Total net sales$7,089 $2,831 $3,781 $2,882 $16,583 
Net sales by geographic region
United States$4,763 $2,087 $2,779 $2,848 $12,477 
Europe1,184 228 199 21 1,632 
Asia Pacific785 100 440 10 1,335 
Middle East255 374 181 3 813 
Other102 42 182  326 
Total net sales$7,089 $2,831 $3,781 $2,882 $16,583 
Nine Months Ended September 25, 2022Quarter Ended March 26, 2023
AeronauticsMFCRMSSpaceTotalAeronauticsMFCRMSSpaceTotal
Net salesNet salesNet sales
ProductsProducts$16,293 $7,147 $8,906 $6,920 $39,266 Products$5,156 $2,089 $2,792 $2,489 $12,526 
ServicesServices3,059 883 2,439 1,346 7,727 Services1,113 299 718 470 2,600 
Total net salesTotal net sales$19,352 $8,030 $11,345 $8,266 $46,993 Total net sales$6,269 $2,388 $3,510 $2,959 $15,126 
Net sales by contract typeNet sales by contract typeNet sales by contract type
Fixed-priceFixed-price$13,819 $5,661 $7,243 $2,112 $28,835 Fixed-price$4,312 $1,618 $2,208 $764 $8,902 
Cost-reimbursableCost-reimbursable5,533 2,369 4,102 6,154 18,158 Cost-reimbursable1,957 770 1,302 2,195 6,224 
Total net salesTotal net sales$19,352 $8,030 $11,345 $8,266 $46,993 Total net sales$6,269 $2,388 $3,510 $2,959 $15,126 
Net sales by customerNet sales by customerNet sales by customer
U.S. GovernmentU.S. Government$12,904 $5,605 $8,017 $8,144 $34,670 U.S. Government$4,117 $1,581 $2,423 $2,908 $11,029 
International (a)
International (a)
6,344 2,419 3,102 97 11,962 
International (a)
2,114 805 1,020 45 3,984 
U.S. commercial and otherU.S. commercial and other104 6 226 25 361 U.S. commercial and other38 2 67 6 113 
Total net salesTotal net sales$19,352 $8,030 $11,345 $8,266 $46,993 Total net sales$6,269 $2,388 $3,510 $2,959 $15,126 
Net sales by geographic regionNet sales by geographic regionNet sales by geographic region
United StatesUnited States$13,008 $5,611 $8,243 $8,169 $35,031 United States$4,155 $1,583 $2,490 $2,914 $11,142 
EuropeEurope3,052 746 564 65 4,427 Europe1,130 211 225 23 1,589 
Asia PacificAsia Pacific2,211 313 1,425 23 3,972 Asia Pacific675 102 438 22 1,237 
Middle EastMiddle East739 1,256 558 9 2,562 Middle East225 455 186  866 
OtherOther342 104 555  1,001 Other84 37 171  292 
Total net salesTotal net sales$19,352 $8,030 $11,345 $8,266 $46,993 Total net sales$6,269 $2,388 $3,510 $2,959 $15,126 
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Notes to Consolidated Financial Statements (unaudited) (continued)
Quarter Ended September 26, 2021
AeronauticsMFCRMSSpaceTotal
Net sales
Products$5,573 $2,429 $3,201 $2,272 $13,475 
Services995 352 779 427 2,553 
Total net sales$6,568 $2,781 $3,980 $2,699 $16,028 
Net sales by contract type
Fixed-price$4,819 $1,900 $2,617 $631 $9,967 
Cost-reimbursable1,749 881 1,363 2,068 6,061 
Total net sales$6,568 $2,781 $3,980 $2,699 $16,028 
Net sales by customer
U.S. Government$4,312 $1,938 $2,838 $2,671 $11,759 
International (a)
2,229 847 1,047 22 4,145 
U.S. commercial and other27 (4)95 124 
Total net sales$6,568 $2,781 $3,980 $2,699 $16,028 
Net sales by geographic region
United States$4,339 $1,934 $2,933 $2,677 $11,883 
Europe910 226 213 32 1,381 
Asia Pacific890 81 409 (14)1,366 
Middle East360 527 246 1,137 
Other69 13 179 — 261 
Total net sales$6,568 $2,781 $3,980 $2,699 $16,028 
Nine Months Ended September 26, 2021Quarter Ended March 27, 2022
AeronauticsMFCRMSSpaceTotalAeronauticsMFCRMSSpaceTotal
Net salesNet salesNet sales
ProductsProducts$16,635 $7,410 $9,870 $7,571 $41,486 Products$5,417 $2,173 $2,788 $2,116 $12,494 
ServicesServices2,986 1,064 2,459 1,320 7,829 Services984 279 764 443 2,470 
Total net salesTotal net sales$19,621 $8,474 $12,329 $8,891 $49,315 Total net sales$6,401 $2,452 $3,552 $2,559 $14,964 
Net sales by contract typeNet sales by contract typeNet sales by contract type
Fixed-priceFixed-price$14,473 $5,769 $8,096 $1,890 $30,228 Fixed-price$4,686 $1,713 $2,218 $637 $9,254 
Cost-reimbursableCost-reimbursable5,148 2,705 4,233 7,001 19,087 Cost-reimbursable1,715 739 1,334 1,922 5,710 
Total net salesTotal net sales$19,621 $8,474 $12,329 $8,891 $49,315 Total net sales$6,401 $2,452 $3,552 $2,559 $14,964 
Net sales by customerNet sales by customerNet sales by customer
U.S. GovernmentU.S. Government$12,952 $6,155 $8,711 $7,941 $35,759 U.S. Government$4,213 $1,595 $2,511 $2,516 $10,835 
International (a)
International (a)
6,611 2,316 3,384 926 13,237 
International (a)
2,150 852 971 34 4,007 
U.S. commercial and otherU.S. commercial and other58 234 24 319 U.S. commercial and other38 70 122 
Total net salesTotal net sales$19,621 $8,474 $12,329 $8,891 $49,315 Total net sales$6,401 $2,452 $3,552 $2,559 $14,964 
Net sales by geographic regionNet sales by geographic regionNet sales by geographic region
United StatesUnited States$13,010 $6,158 $8,945 $7,965 $36,078 United States$4,251 $1,600 $2,581 $2,525 $10,957 
EuropeEurope2,708 640 637 931 4,916 Europe1,023 256 187 24 1,490 
Asia PacificAsia Pacific2,697 188 1,593 (10)4,468 Asia Pacific721 106 432 1,266 
Middle EastMiddle East955 1,452 593 3,005 Middle East262 465 176 906 
OtherOther251 36 561 — 848 Other144 25 176 — 345 
Total net salesTotal net sales$19,621 $8,474 $12,329 $8,891 $49,315 Total net sales$6,401 $2,452 $3,552 $2,559 $14,964 
(a)International sales include foreign military sales (FMS) contracted through the U.S. Government and direct commercial sales to international governments and other international customers.
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Notes to Consolidated Financial Statements (unaudited) (continued)
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 29% and 27%26% of our total consolidated net sales for the quarter ended March 26, 2023 and nine months ended September 25, 2022 and 28% and 27%29% of our total consolidated net sales for the quarter and nine months ended September 26, 2021.March 27, 2022.
Assets
Total assets for each of our business segments were as follows (in millions):
September 25,
2022
December 31,
2021
March 26,
2023
December 31,
2022
AssetsAssetsAssets
AeronauticsAeronautics$12,080 $10,756 Aeronautics$13,247 $12,055 
Missiles and Fire ControlMissiles and Fire Control5,560 5,243 Missiles and Fire Control5,630 5,788 
Rotary and Mission SystemsRotary and Mission Systems17,792 17,664 Rotary and Mission Systems17,923 17,988 
SpaceSpace6,517 6,199 Space6,471 6,351 
Total business segment assetsTotal business segment assets41,949 39,862 Total business segment assets43,271 42,182 
Corporate assets (a)
Corporate assets (a)
10,081 11,011 
Corporate assets (a)
11,351 10,698 
Total assetsTotal assets$52,030 $50,873 Total assets$54,622 $52,880 
(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 investmentsused in our corporate operations, assets held in a separate trust for deferred compensation plans, and investments held in the Lockheed Martin Ventures Fund.other marketable investments.
NOTE 4 - CONTRACT ASSETS AND LIABILITIES
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 liabilities include advance payments and billings in excess of revenue recognized. Contract assets and contract liabilities were as follows (in millions):
September 25,
2022
December 31,
2021
March 26,
2023
December 31,
2022
Contract assetsContract assets$12,333 $10,579 Contract assets$13,189 $12,318 
Contract liabilitiesContract liabilities8,059 8,107 Contract liabilities8,336 8,488 
Contract assets increased $1.8 billion$871 million during the nine monthsquarter ended September 25, 2022,March 26, 2023, due to the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations during the nine monthsquarter ended September 25, 2022March 26, 2023 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 the quarters ended March 26, 2023 and nine months ended September 25, 2022 and September 26, 2021.March 27, 2022.
Contract liabilities decreased $48$152 million during the nine monthsquarter ended September 25, 2022,March 26, 2023, primarily due to revenue recognized in excess of payments received on these performance obligations. During the quarter and nine months ended September 25,March 26, 2023, we recognized $2.2 billion of our contract liabilities at December 31, 2022 as revenue. During the quarter ended March 27, 2022, we recognized $742 million and $4.3$2.1 billion of our contract liabilities at December 31, 2021 as revenue. During the quarter and nine months ended September 26, 2021, we recognized $700 million and $3.9 billion of our contract liabilities at December 31, 2020 as revenue.
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Notes to Consolidated Financial Statements (unaudited) (continued)
NOTE 5 - INVENTORIES
Inventories consisted of the following (in millions):
September 25,
2022
December 31,
2021
March 26,
2023
December 31,
2022
Materials, spares and suppliesMaterials, spares and supplies$609 $624 Materials, spares and supplies$601 $599 
Work-in-processWork-in-process2,312 2,163 Work-in-process2,681 2,297 
Finished goodsFinished goods192 194 Finished goods189 192 
Total inventoriesTotal inventories$3,113 $2,981 Total inventories$3,471 $3,088 
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 receipt of the anticipated contract. All other pre-contract costs, including start-up costs, are expensed as incurred. As of September 25, 2022March 26, 2023 and December 31, 2021, $9312022, $980 million and $634$791 million of pre-contract costs were included in inventories. The increase in pre-contract costs as of September 25, 2022March 26, 2023 is primarily driven by our Aeronautics business segment (primarily F-35 program and classified contracts).
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Notes to Consolidated Financial Statements (unaudited) (continued)
NOTE 6 - POSTRETIREMENT BENEFIT PLANS
FAS income (expense)
The pretax FAS income (expense) related to our qualified defined benefit pension plans and retiree medical and life insurance plans consisted of the following (in millions):
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Qualified defined benefit pension plansQualified defined benefit pension plansQualified defined benefit pension plans
Operating:Operating:Operating:
Service costService cost$(20)$(26)$(68)$(80)Service cost$(16)$(24)
Non-operating:Non-operating:Non-operating:
Interest costInterest cost(342)(302)(947)(923)Interest cost(365)(302)
Expected return on plan assetsExpected return on plan assets425 517 1,430 1,655 Expected return on plan assets430 502 
Recognized net actuarial lossesRecognized net actuarial losses(62)(210)(363)(714)Recognized net actuarial losses(42)(150)
Amortization of prior service creditsAmortization of prior service credits90 88 270 262 Amortization of prior service credits87 90 
Pension settlement charge (1,665)(1,470)(1,665)
Non-service FAS pension income (expense)111 (1,572)(1,080)(1,385)
Total FAS pension income (expense)$91 $(1,598)$(1,148)$(1,465)
Non-service FAS pension incomeNon-service FAS pension income110 140 
Total FAS pension incomeTotal FAS pension income$94 $116 
Retiree medical and life insurance plansRetiree medical and life insurance plansRetiree medical and life insurance plans
Operating:Operating:Operating:
Service costService cost$(3)$(3)$(7)$(10)Service cost$(1)$(2)
Non-operating:Non-operating:Non-operating:
Interest costInterest cost(12)(13)(36)(39)Interest cost(17)(12)
Expected return on plan assetsExpected return on plan assets34 35 102 105 Expected return on plan assets26 34 
Recognized net actuarial gainsRecognized net actuarial gains12 — 35 — Recognized net actuarial gains8 11 
Amortization of prior service costsAmortization of prior service costs(7)(9)(21)(27)Amortization of prior service costs(3)(7)
Non-service FAS retiree medical and life
income
Non-service FAS retiree medical and life
income
27 13 80 39 Non-service FAS retiree medical and life income14 26 
Total FAS retiree medical and life incomeTotal FAS retiree medical and life income$24 $10 $73 $29 Total FAS retiree medical and life income$13 $24 
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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited) (continued)
We record the service cost component of FAS income (expense) for our qualified defined benefit pension plans and retiree medical and life insurance plans in the cost of sales accounts; the non-service components of our FAS income (expense) for our qualified defined benefit pension plans in the non-service FAS pension income (expense) account; and the non-service components of our FAS income (expense) for our retiree medical and life insurance plans as part of the other non-operating income, (expense), net account on our consolidated statements of earnings.
The recognized net actuarial losses or gains and amortization of prior service credits or costs in the table above, along with similar costs related to our other postretirement benefit plans ($30 million and $413 million for the quarter ended March 26, 2023 and nine months ended September 25, 2022 and $6 million and $13$5 million for the quarter and nine months ended September 26, 2021)March 27, 2022) were reclassified from accumulated other comprehensive loss (AOCL) and recorded as a component of FAS income (expense) for the periods presented. These costs totaled $(3)$(47) million ($(2) million, net of tax) and $120 million ($93(37) million, net of tax) during the quarter ended March 26, 2023, and nine months ended September 25, 2022, and $137$61 million ($107 million, net of tax) and $492 million ($38748 million, net of tax) during the quarter and nine months ended September 26, 2021 and were recorded on our consolidated statements of comprehensive income as an increase to other comprehensive income.
Purchase of Group Annuity Contracts and Pension Remeasurement
As previously announced, on June 24, 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.
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Notes to Consolidated Financial Statements (unaudited) (continued)
retirees and beneficiaries. The group annuity contracts were purchased using assets from Lockheed Martin’s master retirement trust and no additional funding contribution was required. This transaction had no impact on the amount, timing, or form of the monthly retirement benefit payments to the affected retirees and beneficiaries. In connection with this transaction, during the second quarter we recognized a noncash, non-operating pension settlement charge of $1.5 billion.
As a result of this transaction, we were required to remeasure the related plan benefit obligations and assets as of the June 24, 2022 close date reflecting the use of an updated discount rate and actual return on plan assets. The plan remeasurement resulted in a decrease of $2.2 billion to our net unfunded pension obligations, which includes a decrease in benefit obligation of $7.9 billion (primarily due to an increase in the discount rate from 2.875% at December 31, 2021 to 4.75%) and an incremental loss on plan assets of $5.7 billion. The corresponding increase of $1.7 billion after taxes was recognized in stockholders’ equity. We now expect FAS pension expense of approximately $1.1 billion in 2022, inclusive of the noncash, non-operating pension settlement charge of $1.5 billion (pretax) described above.
The nine months ended September 26, 2021 reflect a noncash, non-operating pension settlement charge of $1.7 billion 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 on August 3, 2021.March 27, 2022.
Funding requirements
The required funding of our qualified defined benefit pension plans is determined in accordance with the Employee Retirement Income Security Act of 1974 (ERISA), as amended, along with consideration of CAS and Internal Revenue Code rules. We made no contributions to our qualified defined benefit pension plans during the quarters ended March 26, 2023 and nine months ended September 25, 2022 and September 26, 2021.March 27, 2022.
NOTE 7 - LEGAL PROCEEDINGS AND CONTINGENCIES
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, including the legal proceedings described below, will have a material adverse effect on the corporationcompany 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.
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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited) (continued)
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,
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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited) (continued)
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 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
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Notes to Consolidated Financial Statements (unaudited) (continued)
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). A substantial portion of environmental costs will be included in our net sales and cost of sales in future periods pursuant to U.S. Government regulations. 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, and our history of receiving reimbursement of such costs, and efforts by some U.S. Government representatives to limit such reimbursement.costs. 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.
At September 25, 2022March 26, 2023 and December 31, 2021,2022, the aggregate amount of liabilities recorded relative to environmental matters was $722$690 million and $742$696 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 $627$612 million and $645$618 million at September 25, 2022March 26, 2023 and December 31, 2021,2022, most of which are recorded in other noncurrent assets on our consolidated balance sheets.
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Notes to Consolidated Financial Statements (unaudited) (continued)
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 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
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Notes to Consolidated Financial Statements (unaudited) (continued)
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 had total outstanding letters of credit and surety bonds aggregating $2.8 billion and $2.9 billion at March 26, 2023 and December 31, 2022.
Additionally, 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 $3.6 billion at both September 25, 2022At March 26, 2023 and December 31, 2021. Third-party guarantees do not include guarantees issued on behalf of subsidiaries and other consolidated entities.
At September 25, 2022, and December 31, 2021, third-party guarantees totaled $863$908 million and $838$904 million, of which approximately 70%72% and 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. Third-party guarantees do not include guarantees issued on behalf of subsidiaries and other consolidated entities.
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Notes to Consolidated Financial Statements (unaudited) (continued)
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 September 25, 2022March 26, 2023 and December 31, 2021,2022, there were no material amounts recorded in our financial statements related to third-party guarantees or novation agreements.
Other Contingencies
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.
NOTE 8 - FAIR VALUE MEASUREMENTS
Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following (in millions):
September 25, 2022December 31, 2021
TotalLevel 1Level 2TotalLevel 1Level 2
Assets
Mutual funds$862 $862 $ $1,434 $1,434 $— 
U.S. Government securities125  125 121 — 121 
Other securities605 353 252 684 492 192 
Derivatives116  116 15 — 15 
Liabilities
Derivatives303  303 60 — 60 
Assets measured at NAV (a)
Other commingled funds   20   
(a)Net Asset Value (NAV) is the total value of the fund divided by the number of the fund’s shares outstanding.
March 26, 2023December 31, 2022
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets
Mutual funds$893 $893 $ $ $897 $897 $— $— 
U.S. Government securities115  115  118 — 118 — 
Other securities665 322 282 61 660 333 264 63 
Derivatives11  11  18 — 18 — 
Liabilities
Derivatives164  164  196 — 196 — 
Substantially all assets measured at fair value, other than derivatives, represent investmentsassets held in a separate trust to fund certain of our non-qualified deferred compensation plans and are recorded in other noncurrent assets on our consolidated balance sheets. 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
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Notes to Consolidated Financial Statements (unaudited) (continued)
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 and option 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
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Notes to Consolidated Financial Statements (unaudited) (continued)
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 mitigateminimize 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 mitigateminimize certain economic exposures.
The aggregate notional amount of our outstanding interest rate swaps was $1.3 billion and $500 million at September 25, 2022both March 26, 2023 and December 31, 2021.2022. The aggregate notional amount of our outstanding foreign currency hedges was $5.4$7.4 billion and $4.0$7.3 billion at September 25, 2022March 26, 2023 and December 31, 2021.2022. The fair values of our outstanding interest rate swaps and foreign currency hedges at September 25, 2022March 26, 2023 and December 31, 20212022 were not significant. Derivative instruments did not have a material impact on net earnings and comprehensive income during the quarters ended March 26, 2023 and nine months ended September 25, 2022 and September 26, 2021.March 27, 2022. 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.
We also holdmake investments in publiccertain companies primarily as a result of investments in early-stage companies throughthat we believe are advancing or developing new technologies applicable to our Lockheed Martin Ventures Fund. These investmentsbusiness. Investments that have quoted market prices in active markets (Level 1) and are recorded at fair value and reflected in other securities in the table above.and certain investments are categorized as Level 3 when valuations using observable inputs are unavailable. See “Note 10 - Other - Lockheed Martin Ventures Fund”Investments” for more information on Lockheed Martin Ventures investments.information.
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 $11.8$16.5 billion and $15.4$16.0 billion at September 25, 2022March 26, 2023 and December 31, 2021.2022. The outstanding principal amount of debt, including short-term and long-term debt, was $12.8$16.8 billion at both September 25, 2022March 26, 2023 and December 31, 2021,2022, excluding $1.2 billion and $1.1$1.3 billion of unamortized discounts and issuance costs at September 25, 2022March 26, 2023 and December 31, 2021.2022. 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).
NOTE 9 - STOCKHOLDERS’ EQUITY
Repurchases of Common Stock
During the nine monthsquarter ended September 25, 2022,March 26, 2023, we repurchased 11.1entered into an accelerated share repurchase (ASR) agreement to
purchase $500 million of our common stock. Under the terms of the ASR agreement, we paid $500 million and received an initial delivery of 0.9 million shares of our common stock. Subsequent to our first quarter 2023, upon final settlement of the ASR agreement in April 2023, we received an additional 0.2 million shares of our common stock for $3.8 billion, including pursuant to accelerated share repurchase (ASR) agreements and open market purchases. As previously disclosed,no additional consideration. In addition, in January 2022,April 2023, we received 2.2an additional 1.5 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. 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. Some of the shares repurchased during the third quarter of 2022 were settled subsequent to the end of the quarter.
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Notes to Consolidated Financial Statements (unaudited) (continued)
The total remaining authorization for future common share repurchases under our share repurchase program was $117 million$9.5 billion as of September 25, 2022. On October 17, 2022, the Board of Directors authorized an increase to the program by $14 billion.March 26, 2023. 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 declared cash dividends totaling $2.2 billion$768 million ($8.403.00 per share) during the nine monthsquarter ended September 25, 2022. Subsequent to the third quarter of 2022, on September 30, 2022, the company authorized a fourth quarter dividend payment of $3.00 per share, representing an increase of $0.20 per share.March 26, 2023. The total amount declared may differ from the total amount of dividends paid during a period due to the timing of dividend-equivalents paid on RSUs and PSUs. These dividend-equivalents are accrued during the vesting period and are paid upon the vesting of the RSUs and PSUs, which primarily occurs in the first quarter each year.
Accumulated Other Comprehensive Loss
Changes in the balance of AOCL, net of tax, consisted of the following (in millions):
Postretirement
Benefit Plans
Other, netAOCL
Balance at December 31, 2021$(10,964)$(42)$(11,006)
Other comprehensive income (loss) before reclassifications (a)
1,860 (254)1,606 
Amounts reclassified from AOCL
Pension settlement charge (b)
1,156  1,156 
Recognition of net actuarial losses (c)
295  295 
Amortization of net prior service credits (c)
(202) (202)
Other 17 17 
Total reclassified from AOCL1,249 17 1,266 
Total other comprehensive income (loss)3,109 (237)2,872 
Balance at September 25, 2022$(7,855)$(279)$(8,134)
Balance at December 31, 2020$(16,155)$34 $(16,121)
Other comprehensive income (loss) before reclassifications (a)
2,258 (55)2,203 
Amounts reclassified from AOCL
Pension settlement charge (b)
1,310 — 1,310 
Recognition of net actuarial losses (c)
579 — 579 
Amortization of net prior service credits (c)
(192)— (192)
Other— 
Total reclassified from AOCL1,697 1,701 
Total other comprehensive income (loss)3,955 (51)3,904 
Balance at September 26, 2021$(12,200)$(17)$(12,217)
(a)Changes in AOCL before reclassifications related to our postretirement benefit plans represent the net actuarial gains from the interim remeasurement of certain defined benefit pension plans required primarily as a result of the purchase of group annuity contracts to transfer $4.3 billion and $4.9 billion of our gross defined benefit pension obligations and related plan assets to an insurance company on June 24, 2022 and August 3, 2021.
(b)During the nine months ended September 25, 2022 and September 26, 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, or $4.72 per share, after-tax). See “Note 6 - Postretirement Benefit Plans”.
(c)These amounts include $(2) million and $107 million, net of tax, for the quarters ended September 25, 2022 and September 26, 2021, which are comprised of the recognition of net actuarial losses of $65 million and $171 million for the quarters ended
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September 25, 2022 and September 26, 2021, andAccumulated Other Comprehensive Loss
Changes in the amortizationbalance of AOCL, net prior service credits of $67 million and $64 milliontax, consisted of the following (in millions):
Postretirement
Benefit Plans
Other, netAOCL
Balance at December 31, 2022$(7,866)$(157)$(8,023)
Other comprehensive income (loss) before reclassifications (29)(29)
Amounts reclassified from AOCL
Recognition of net actuarial losses (a)
29  29 
Amortization of net prior service credits (a)
(66) (66)
Other 3 3 
Total reclassified from AOCL(37)3 (34)
Total other comprehensive income (loss)(37)(26)(63)
Balance at March 26, 2023$(7,903)$(183)$(8,086)
Balance at December 31, 2021$(10,964)$(42)$(11,006)
Other comprehensive income (loss) before reclassifications— (22)(22)
Amounts reclassified from AOCL
Recognition of net actuarial losses (a)
115 — 115 
Amortization of net prior service credits (a)
(67)— (67)
Other— 
Total reclassified from AOCL48 49 
Total other comprehensive income (loss)48 (21)27 
Balance at March 27, 2022$(10,916)$(63)$(10,979)
(a)Reclassifications from AOCL related to postretirement benefit plans were recorded as a component of FAS income for the quarters ended September 25, 2022 and September 26, 2021.each period presented. See “Note 6 - Postretirement Benefit Plans”.
NOTE 10 - OTHER
Changes inContract Estimates
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 includingto complete the profit booking rate.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.
In addition, comparabilityComparability 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.contracts. Increases in the profit booking rates, typically referred to as favorable
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Notes to Consolidated Financial Statements (unaudited) (continued)
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, for example COVID-19 impacts or supply chain disruptions, 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, charges, 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(except for significant severance actions, which are excluded from segment operating results;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 $415 million during the quarter ended March 26, 2023 and $405 million during the quarter ended March 27, 2022. These adjustments increased net earnings by approximately $328 million ($1.28 per share) during the quarter ended March 26, 2023 and $320 million ($1.19 per share) during the quarter ended March 27, 2022. We recognized net sales from performance obligations satisfied in prior periods of approximately $433 million during the quarter ended March 26, 2023, and $416 million during the quarter ended March 27, 2022, 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-fixed-fee)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 pricefixed-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 pricefixed-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
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Notes to Consolidated Financial Statements (unaudited) (continued)
programs have risk for reach-forward losses if our estimated costs exceed our estimated contract revenues, and such losses could be significant to our operatingfinancial results, cash flows, or financial condition. Any such losses are recorded in the period in which the loss is evident.
Our consolidated net profit booking rate adjustments increased segment operating profit by approximately $455 million and $1.3 billion during the quarter and nine months ended September 25, 2022 and $580 million and $1.5 billion during the quarter and nine months ended September 26, 2021. These adjustments increased net earnings by approximately $359 million ($1.35 per share) and $1.0 billion ($3.89 per share) during the quarter and nine months ended September 25, 2022 and $458 million ($1.65 per share) and $1.2 billion ($4.14 per share) during the quarter and nine months ended September 26, 2021. We recognized net sales from performance obligations satisfied in prior periods of approximately $515 million and $1.4 billion during the quarter and nine months ended September 25, 2022, and $616 million and $1.6 billion during the quarter and nine months ended September 26, 2021, which primarily relate to changes in profit booking rates that impacted revenue.
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 accrued reserves. Duringrecognized reach-forward losses. We continue to monitor the quarter ended September 25, 2022, we revised ourtechnical requirements, remaining work, schedule, and estimated costs to complete the program by
reviewingprogram. Based the design and system integration requirements, performancerevised schedule, which was agreed to date, remaining work, and schedule and recorded an additional charge of approximately $25 million. As of September 25, 2022,in 2021, cumulative losses were approximately $250 million.$270 million as of March 26, 2023. 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 operatingfinancial results. In addition, we and our industry team will incur advanced procurement costs (also referred to as precontractpre-contract costs) in order to enhance our ability to achieve the revised schedule and certain milestones. We will monitor the recoverability of precontractpre-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 accrued reserves.recognized reach-forward losses. As of September 25, 2022,March 26, 2023, cumulative losses were 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 periods if we experience further performance issues, increases in scope, or cost growth.
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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited) (continued)
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 operatingfinancial results or financial condition.
Backlog
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. 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 optionsIt is converted into sales in future periods as work is performed or potential orders under indefinite-delivery, indefinite-quantity agreements in our backlog.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 September 25, 2022,March 26, 2023, our ending backlog was $139.7$145.1 billion. We expect to recognize approximately 34%36% of our backlog over the next 12 months and approximately 55%59% over the next 24 months as revenue with the remainder recognized thereafter.
Income Taxes
Our effective income tax rate was 15.3% and 14.9% for the quarter ended March 26, 2023 and nine months ended September 25, 2022 and 9.6% and 15.7%15.9% for the quarter and nine months ended September 26, 2021.March 27, 2022. The rate for the third quarter of 2021 was lower than the third quarter of 2022 primarily due to lower earnings before income taxes resulting from a noncash, non-operating pension settlement charge of $1.7 billion, which reduced the tax expense by approximately $355 million. The
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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited) (continued)
rates for allboth periods benefited from the research and development tax credit,credits, tax deductions for foreign derived intangible income, and dividends paid to our defined contribution plans with an employee stock ownership plan feature.feature, and employee equity awards. The rate for the first quarter of 2023 was lower than the first quarter of 2022 primarily due to increased research and development tax credits.
As of December 31, 2021,2022, our liabilities associated with uncertain tax positions were not material.$1.6 billion. For the quarter ended September 25, 2022,March 26, 2023, our liabilities associated with uncertain tax positions increased to $1.2$1.9 billion with a corresponding increase to net deferred tax assets 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.
Lockheed Martin Ventures FundInvestments
Through our Lockheed Martin Ventures Fund, weWe make strategic 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 (privately held securities), 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) (publicly held securities) are recorded at fair value. Certain investments are categorized as Level 3 when valuations using observable inputs are unavailable. The carrying amounts of the Level 1 investments held in our Lockheed Martin Ventures Fund were $418$606 million and $465$589 million at September 25, 2022March 26, 2023 and December 31, 2021.2022. Due to changes in fair value and/or sales of investments, we recorded net lossesgains of $26$29 million ($2022 million, or $0.07$0.09 per share, after-tax) and $66$103 million ($5077 million, or $0.19$0.29 per share, after-tax) during the quarterquarters ended March 26, 2023 and nine months ended September 25, 2022; and net gains of $98 million ($74 million, or $0.27 per share, after-tax) and $180 million ($135 million, or $0.49 per share, after-tax) during the quarter and nine months ended September 26, 2021March 27, 2022. These gains and losses are reflected in the other non-operating (expense) income, net account on our consolidated statements of earnings.
Severance and Restructuring Charges
During the first quarter of 2021, we recorded severance and restructuring charges of $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 affordability of its products and services. Employees terminated as part of these actions received lump-sum severance payments upon separation primarily based on years of service.
Revolving Credit Facility
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 September 25, 2022.
Debt Issuance and 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 “Notes”) in a registered public offering. We
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Lockheed Martin Corporation
Notes to Consolidated Financial Statements (unaudited) (continued)
may, at our option, redeem the 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 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 offering of the 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.
NOTE 11 -RECENT ACCOUNTING PRONOUNCEMENTS
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
In 2017, the United Kingdom’s Financial Conduct Authority (FCA) announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (LIBOR), which have been widely used as reference rates for various securities and financial contracts, including loans, debt and derivatives. This announcement indicates that the continuation of LIBOR on the current basis is not guaranteed after 2021. Subsequently in March 2021, the FCA announced some USD LIBOR tenors (overnight, 1 month, 3 month, 6 month and 12 month) will continue to be published until June 30, 2023. Regulators in the U.S. and other jurisdictions have been working to replace these rates with alternative reference interest rates that are supported by transactions in liquid and observable markets, such as the Secured Overnight Financing Rate (SOFR) for USD LIBOR. Our credit facility, as amended in August 2022, contains Term SOFR based rates and contains provisions for selecting a Daily Simple SOFR replacement should Term SOFR not be available as a benchmark. Should either Term or Daily Simple SOFR not be available, we would work with the facility’s Administrative Agent to amend the agreement with a replacement rate. Certain of our derivative instruments still reference LIBOR-based rates. We have adhered to the ISDA 2020 IBOR Fallbacks Protocol, which will govern our derivatives upon the final cessation of USD LIBOR. ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, as amended, limits the accounting impact from contract modifications, including hedging relationships, due to the transition from LIBOR to alternative reference rates that are completed by December 31, 2022. The Financial Accounting Standards Board (FASB) is currently working on a project to extend the date to December 31, 2024. We do not expect a significant impact to our financial results, financial position or cash flows from the transition from LIBOR to alternative reference interest rates, but we will continue to monitor the impact of this transition until it is completed.
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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
Lockheed Martin Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of Lockheed Martin Corporation (the Corporation)Company) as of September 25, 2022March 26, 2023, the related consolidated statements of earnings, comprehensive income, cash flows and equity for the quarters and nine months ended September 25, 2022March 26, 2023 and September 26, 2021, and the consolidated statements of cash flows for the nine months ended September 25,March 27, 2022, and September 26, 2021, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the CorporationCompany as of December 31, 2021,2022, the related consolidated statements of earnings, comprehensive income, cash flows and equity for the year then ended, and the related notes (not presented herein); and in our report dated January 25, 2022,26, 2023, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021,2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Corporation’sCompany’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the CorporationCompany in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Ernst & Young LLP
Tysons, Virginia
OctoberApril 18, 20222023
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ITEM 2. 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 to consolidated financial statements and with our Annual Report on Form 10-K for the year ended December 31, 2021 (20212022 (2022 Form 10-K).
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. During the nine monthsquarter ended September 25, 2022, 74%March 26, 2023, 73% of our $47.0$15.1 billion in net sales were from the U.S. Government, either as a prime contractor or as a subcontractor (including 64%63% from the Department of Defense (DoD)), 25%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. Our main areas
U.S. Budget Environment
With nearly three quarters of focus areour sales from the U.S. government, U.S. government spending levels, particularly defense spending, and timely funding thereof can affect our financial performance over the short and long term.
On December 29, 2022, the President signed the FY 2023 Omnibus Appropriations Act into law, which provides $858 billion in total national defense space, intelligence, homeland securityfunding, 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 information technology, including cybersecurity.a $43.7 billion increase for the DoD. The President’s Fiscal Year (FY) 2024 budget request was submitted to Congress on March 9, 2023 initiating the FY 2024 defense authorization and appropriations legislative process. The request includes $866 billion for National Defense, of which $842 billion is for the DoD base budget.
COVID-19
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 coronavirus disease 2019 (COVID-19) pandemic continuedcurrent statutory limit of $31.4 trillion was reached in January, requiring the Treasury Department to cause business impacts intake accounting measures to continue normally financing U.S. government obligations while avoiding exceeding the first nine months of 2022.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 emergence of the Omicron variant in late 2021federal budget and resulting increase in COVID cases in early 2022 adversely impacted our operations and our supply chain. Specifically, during the first nine months of 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 recovery from that disruption has been slower than originally anticipated, in particular within our supply chain, and some of those supply chain impactsdebt ceiling are expected to continue into 2023. Attendance for employees required to be onsitethe 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.
See also the discussion of U.S. Government funding risks within “Item 1A, Risk Factors” included in our 2022 Form 10-K.
Geopolitical and Economic Environment
We operate in a complex and evolving global security environment and our business is affected by geopolitical issues. Russia’s invasion of Ukraine has fluctuated based on pandemic developments. We are actively engaging with our customerssignificantly elevated global geopolitical tensions and are continuing to take measures to protect the health and safetysecurity concerns. As a result, we have received increased interest for certain of our employees.products and services as countries seek to improve their security posture. 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 on-going effort to mitigate supply chain risks, we accelerated paymentsproducts. We have seen this interest result in initiation of $1.1 billion to our suppliers as of September 25, 2022, that are due according to contractual terms in future periods, while consistently prioritizing small businesses, which make up over halfnew contract discussions. However, given the long-cycle nature of our active supply base, as well as at-risk businesses.
The ultimate impact of COVID-19 onbusiness and current industry capacity, we do not expect a significant increase in near term sales from new contracts in response to the conflict. We continue to evaluate capacity at our operations and the supply chain to anticipate potential demand and enable us to deliver critical capabilities.

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COVID-19 has previously impacted our operational and financial performance and its impact in future periods, including our ability to execute our programs in the expected timeframe, remains uncertain and will depend on future pandemic-relatedCOVID-19 related developments, including the duration of the pandemic, potential subsequent wavesimpact of COVID-19 infection or potential new variants the effectivenessor subvariants, 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 vaccine mandates, all of which are uncertain and cannot be predicted.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 also difficult to predict, but could negatively affect our future results and performance.
For additional risks to the corporation related to the COVID-19 pandemic, see Item 1A, Risk Factors of our 2021 Form 10-K.
Inflation
Our business and financial performance may also be affected by general economic conditions. Heightened levels of inflation and the potential worsening of macro-economic conditions present a riskrisks for Lockheed Martin, our suppliers and the stability of the broader defense industrial base. During the first nine months of 2022, weWe have experiencedbeen experiencing impacts to our labor rates and suppliers have signaled inflation related cost pressures, which will continue to flow through to our costs and pricing. Although we haveinflation did not seen a significantsignificantly impact from inflation to our financial results in the first nine monthsquarter of 2022,2023, 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 couldInflation can also constrain the overall purchasing power of our customers for our
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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.potentially impacting future orders. 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 elevated globalFor additional risks to the company related to the geopolitical tensions and security concerns. As a result, we have received increased interest for 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 toeconomic environment, see this interest result in initiation of new contract discussions, however, given the long-cycle natureItem 1A, Risk Factors 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 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.
INDUSTRY CONSIDERATIONS
U.S. Government Funding
On March 28, 2022 the Administration submitted to Congress the President’s Fiscal Year (FY) 2023 budget request, which proposes $813 billion for national defense. The DoD portion of this request is $773 billion, a 4% increase above the FY 2022 enacted amount.
However, Congress has not yet enacted an annual budget for FY 2023. To avert a government shutdown, on September 30, 2022, a continuing resolution funding measure was enacted to finance all U.S. government activities through December 16, 2022. Under the continuing resolution, partial-year funding at amounts consistent with appropriated levels for FY 2022 are available, subject to certain restrictions, but new spending initiatives are not authorized. Importantly, our key programs continue to be supported and funded despite the continuing resolution financing mechanism. However, during periods covered by continuing resolutions, we may experience delays in procurement of products and services due to lack of funding, and those delays may affect our results of operations.
The continuing resolution also included an additional $12.3 billion in supplemental funding for Ukraine.
Congress continues to work toward the enactment of a FY 2023 Department of Defense Appropriations Act and a FY 2023 National Defense Authorization Act (NDAA). Our expectation is that final FY 2023 DoD funding will be higher than requested in the President’s budget. Final legislation is not expected to be enacted until late in calendar year 2022 or, possibly, in early calendar year 2023.
See also the discussion of U.S. Government funding risks within “Item 1A, Risk Factors” included in our 2021 Form 10-K.
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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 period,year, or period-to-periodyear-to-year comparisons of sales and profits, may not be indicative of future operating results. The following discussions of comparative results among periods 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):
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Net salesNet sales$16,583 $16,028 $46,993 $49,315 Net sales$15,126 $14,964 
Cost of salesCost of sales(14,463)(13,726)(41,008)(42,676)Cost of sales(13,080)(13,055)
Gross profitGross profit2,120 2,302 5,985 6,639 Gross profit2,046 1,909 
Other income (expense), net39 (8)70 29 
Other (expense) income, netOther (expense) income, net(9)24 
Operating profitOperating profit2,159 2,294 6,055 6,668 Operating profit2,037 1,933 
Interest expenseInterest expense(145)(141)(421)(423)Interest expense(202)(135)
Non-service FAS pension income (expense)111 (1,572)(1,080)(1,385)
Other non-operating (expense) income, net(26)98 (64)200 
Non-service FAS pension incomeNon-service FAS pension income110 140 
Other non-operating income, netOther non-operating income, net49 123 
Earnings before income taxesEarnings before income taxes2,099 679 4,490 5,060 Earnings before income taxes1,994 2,061 
Income tax expenseIncome tax expense(321)(65)(670)(794)Income tax expense(305)(328)
Net earningsNet earnings$1,778 $614 $3,820 $4,266 Net earnings$1,689 $1,733 
Diluted earnings per common shareDiluted earnings per common share$6.71 $2.21 $14.31 $15.32 Diluted earnings per common share$6.61 $6.44 
Certain amounts reported in other (expense) 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.
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Net Sales
We generate sales from the delivery of products and services to our customers. Our consolidated net sales were as follows (in millions):
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
ProductsProducts$14,011 $13,475 $39,266 $41,486 Products$12,526 $12,494 
% of total net sales% of total net sales84.5 %84.1 %83.6 %84.1 %% of total net sales82.8 %83.5 %
ServicesServices2,572 2,553 7,727 7,829 Services2,600 2,470 
% of total net sales% of total net sales15.5 %15.9 %16.4 %15.9 %% of total net sales17.2 %16.5 %
Total net salesTotal net sales$16,583 $16,028 $46,993 $49,315 Total net sales$15,126 $14,964 
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 the first nine months of 2022 because of supply chain impacts.
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Product Sales
Product sales increased $536 million, or 4%, during the quarter ended September 25, 2022 comparedMarch 26, 2023 were comparable to the same period in 2021. The increase was primarily attributable to2022 as higher product sales of approximately $500 million at Aeronautics mostly due to higher volume on F-35 contracts; about $170$375 million at Space due to higher development volume on strategic and missile defense programs (Next Generation Interceptor (NGI)); and approximately $100 million at MFC primarily due to higher volume on integrated air and missile defense programs (Patriot Advanced Capability-3 (PAC-3)). These increases were partiallymostly offset by lower product sales of about $235 million at RMS mostly due to lower production volume on Black Hawk.
Product sales decreased $2.2 billion, or 5%, during the nine months ended September 25, 2022 compared to the same period in 2021. The decrease is primarily attributable to lower product sales of approximately $965 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 $650 million at Space primarily due to the renationalization of AWE on June 30, 2021; approximately $340$260 million at Aeronautics mostlyand $85 million at MFC. Higher product sales at Space was due to higher development volume for classified programs and higher development volume for Next Generation Interceptor (NGI). Lower product sales at Aeronautics were due to lower volume on F-35 production contracts, partially offset by higher volume on classified contracts; and about $265 millioncontracts. Lower product sales at MFC primarilywere due to lower volume on air dominance weapon systems and Terminal High Altitude Area Defense (THAAD)for Guided Multiple Launch Rocket Systems (GMLRS).
Service Sales
Service sales increased $19$130 million, or 1%5%, during the quarter ended September 25, 2022March 26, 2023 compared to the same period in 2021.
Service sales decreased $102 million, or 1%, during the nine months ended September 25, 2022 compared2022. The increase is primarily attributable to the same period in 2021. The decrease in service sales was primarily due to lowerhigher sales of approximately $180$130 million at MFC primarilyAeronautics due to lowerhigher volume on the Special Operations Forces Global Logistics Support Services (SOF GLSS).F-35 sustainment contracts.
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Cost of Sales
Cost of sales, for both products and services, consist of materials, labor, subcontracting costs and an allocation of indirect costs (overhead and general and administrative), as well as the costs to fulfill our industrial cooperation agreements, sometimes referred to as offset agreements, required under certain contracts with international customers. For each of our contracts, we monitor the nature and amount of costs at the contract level, which form the basis for estimating our total costs to complete the contract. Our consolidated cost of sales were as follows (in millions):
Quarters EndedNine Months Ended
Quarters Ended (a)
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Cost of sales – productsCost of sales – products$(12,547)$(11,838)$(35,103)$(36,985)Cost of sales – products$(11,151)$(11,107)
% of product sales% of product sales89.6 %87.9 %89.4 %89.2 %% of product sales89.0 %88.9 %
Cost of sales – servicesCost of sales – services(2,243)(2,332)(6,780)(7,000)Cost of sales – services(2,284)(2,167)
% of service sales% of service sales87.2 %91.3 %87.7 %89.4 %% of service sales87.8 %87.7 %
Severance and restructuring charges— —  (36)
Other unallocated, netOther unallocated, net327 444 875 1,345 Other unallocated, net355 219 
Total cost of salesTotal cost of sales$(14,463)$(13,726)$(41,008)$(42,676)Total cost of sales$(13,080)$(13,055)
(a)Effective January 1, 2023, the company reclassed intangible asset amortization expense out of the business segment operating profit and into the unallocated items line item to better align with how management views and manages the business. See “Note 1 - Basis of Presentation” included in our Notes to Consolidated Financial Statements for further information regarding the impact of this change on our current and prior period segment operating profit.
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 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 during the quarter ended March 26, 2023 were comparable to the same period in 2022 as higher product costs of $305 million at Space were offset by lower product costs of $240 million at Aeronautics and $75 million at MFC. Higher product costs at Space were due to higher development volume for classified programs and higher development volume for NGI. Lower product costs at Aeronautics were due to lower volume on F-35 production contracts, partially offset by higher volume on classified contracts. Lower product costs at MFC were due to lower volume for GMLRS.
Service Costs
Service costs increased $709$117 million, or 6%5%, during the quarter ended September 25, 2022March 26, 2023 compared to the same period in 2021.2022. The increase was primarily attributable to higher product costs of approximately $495$115 million at
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Aeronautics primarily due to higher volume on F-35 contracts; about $220 million at Space mostly due to higher development volume on strategic and missile defense programs (NGI); and approximately $135 million at MFC mostly due to higher volume on integrated air and missile defense programs (PAC-3). These increases were partially offset by lower product costs of about $140 million at RMS primarily due to lower production volume on Black Hawk.
Product costs decreased $1.9 billion, or 5%, during the nine months ended September 25, 2022 compared to the same period in 2021. The decrease was primarily attributable to lower product costs of approximately $765 million at RMS mostly due to the delivery of an international pilot training system in the first quarter of 2021 and lower production volume on Black Hawk; about $530 million at Space primarily due to the renationalization of AWE; approximately $365 million at Aeronautics mostly due to lower volume on F-35 contracts; and about $220 million at MFC primarily due to lower volume on air dominance weapon systems and THAAD.
Service Costs
Service costs decreased $89 million, or 4%, during the quarter ended September 25, 2022 compared to the same period in 2021.
Service costs decreased $220 million, or 3%, during the nine months ended September 25, 2022 compared to the same period in 2021. The decrease was primarily attributable to lower service costs of approximately $180 million at MFC primarily due to lower volume on SOF GLSS.
Severance and Restructuring Charges
During the first quarter of 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 total workforce within our RMS business segment. See “Note 10 - Other” included in our Notes to Consolidated Financial Statements for additional information.sustainment contracts.
Other Unallocated, Net
Other unallocated, net primarily includes the FAS/CAS pension operating adjustment (which represents the difference between total CAS pension cost recorded in our business segment’ssegments’ results of operations and the service cost component of FASFinancial Accounting Standards (FAS) pension income (expense))expense), stock-based compensation expense, changes in the fair value of investments held in a trustassets and liabilities for deferred compensation plans, intangible asset amortization expense 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 $327 million and $875$355 million during the quarter and nine months ended September 25, 2022,March 26, 2023, compared to $444$219 million and $1.3 billion during the quarter and nine months ended September 26, 2021.March 27, 2022. Other unallocated, net was higher primarily due
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to gains during the quarter and nine months ended September 25,March 26, 2023, compared to losses during the same period in 2022 was lower primarily due to declines infor the fair value of investments held in a trust forassets and liabilities related to deferred compensation plans during the quarter and nine months ended September 25, 2022 compared to the same periods in 2021, a decrease in our FAS/CAS pension operating adjustment due to lower CAS cost from the American Rescue Plan Act of 2021 (ARPA) legislation, and fluctuations in costs associated with various corporate items, none of which were individually significant.plans.
Other (Expense) Income, (Expense), Net
Other (expense) income, (expense), net, primarily includes earnings generated by equity method investees. Other income,expense, net was $39$9 million during the quarter ended September 25, 2022,March 26, 2023, compared to other expense,income, net of $8$24 million during the quarter ended September 26, 2021.March 27, 2022. Other income, net was $70 million during the nine months ended September 25, 2022, compared to $29 million during the nine months ended September 26, 2021. Other income,expense, net during the quarter ended September 25, 2022March 26, 2023 included higherlower earnings generated by our equity method investment in ULA due to higherlower launch volume and launch vehicle mix.an increase in new product development costs.
Interest Expense
Interest expense during the quarter and nine months ended September 25, 2022March 26, 2023 was $145 million and $421$202 million, compared to $141 million and $423$135 million during the quarter and nine months ended September 26, 2021. See “Capital Resources” included within “Liquidity and Cash Flows” discussion below and “Note 10 - Other” includedMarch 27, 2022. The increase in our Notes to Consolidated Financial Statements for additional information.
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notes in October of 2022.
Non-Service FAS Pension Income (Expense)
Non-service FAS pension income was $111$110 million during the quarter ended September 25, 2022,March 26, 2023, compared to Non-service FAS pension expense of $1.1 billion for the nine months ended September 25, 2022. Non-Service FAS pension expense was $1.6 billion and $1.4 billion$140 million during the quarter ended March 27, 2022. The decrease was primarily due to higher interest cost and nine months ended September 26, 2021. Non-service FAS pension expense for the nine months ended September 25, 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 relatedlower plan assets to an insurance company on June 24, 2022. Non-service FAS pension expense for the quarter and nine months ended September 26, 2021 includes a noncash 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 gross defined benefit pension obligations and related plan assets to an insurance company on August 3, 2021.associated expected return. See “Note 6 - 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 strategic investments in companies made by our Lockheed Martin Ventures Fund.or gains or losses upon sale of investments. During the quarter ended September 25, 2022, other non-operating expense, net was $26 million compared toMarch 26, 2023, other non-operating income, net of $98was $49 million compared to $123 million during the quarter ended September 26, 2021. During the nine months ended September 25, 2022, other non-operating expense, net was $64 million compared to other non-operating income, net of $200 million during the nine months ended September 26, 2021.March 27, 2022. The decrease during the quarter and nine months ended September 25, 2022March 26, 2023 was primarily due to decreases inlower gains for the fair value of investments held in this fund. Other non-operating expense, net for the nine months ended September 25, 2022 also included losses related to early extinguishments of debt.certain investments. See “Note 10 - Other” included in our Notes to Consolidated Financial Statements for additional information.
Income Tax Expense
Our effective income tax rate was 15.3% and 14.9% for the quarter ended March 26, 2023 and nine months ended September 25, 2022 and 9.6% and 15.7%15.9% for the quarter and nine months ended September 26, 2021. The rate for the third quarter of 2021 was lower than the third quarter of 2022 primarily due to lower earnings before income taxes resulting from a noncash, non-operating pension settlement charge of $1.7 billion, which reduced the tax expense by approximately $355 million. See “Note 6 - Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements for additional information. TheMarch 27, 2022.The rates for allboth periods benefited from the research and development tax credit,credits, tax deductions for foreign derived intangible income, and dividends paid to our defined contribution plans with an employee stock ownership plan feature.feature, and employee equity awards. The rate for the first quarter of 2023 was lower than the first quarter of 2022 primarily due to increased research and development tax credits.
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, theThe Tax Cuts and Jobs Act of 2017 eliminateseliminated 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. Furthermore, in anticipation of the newThis provision taking effect, we analyzed the provision and worked withis expected to increase our advisors to evaluate its application to our business. We estimate our2023 cash from operations in 2022 will be negatively impactedtax liability by approximately $600$575 million and our net deferred tax assets will increase by a similar amount provided this provision is not deferred, modified, or repealed. While it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that this provision will be deferred, modified, or repealed and we have made federal tax payments of approximately $450 million related to this provision during the nine months ended September 25, 2022.amount. The actual impact on 20222023 cash from operationstax liability will depend on the amount of research and development expenses paid or incurred in 20222023 among other factors. While the largestThe cash tax impact of this provision will be to 2022 cash from operations, the impact would continue over the five-year amortization period but wouldwill decrease over the period and be immaterial in year six.by 2027.
As of December 31, 2021,2022, our liabilities associated with uncertain tax positions were not material.$1.6 billion. For the quarter ended September 25, 2022,March 26, 2023, our liabilities associated with uncertain tax positions increased to $1.2$1.9 billion with a
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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.

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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 bewere immaterial to our financial results, financial position and cash flows.flows.
Net Earnings
We reported net earnings of $1.8$1.7 billion ($6.71 per share) and $3.8 billion ($14.316.61 per share) during the quarter and nine months ended September 25, 2022,March 26, 2023, compared to $614 million ($2.21 per share) and $4.3$1.7 billion ($15.326.44 per share) during the quarter and nine months ended September 26, 2021.March 27, 2022. Net earnings and earnings per share for the nine monthsquarter ended September 25, 2022March 26, 2023 were affected by the factors mentioned above. Earnings per share also benefited from a net decrease of approximately 12.2 million and 11.613.5 million weighted average common shares outstanding during the quarter and nine months ended September 25, 2022,March 26, 2023, compared to the same periods in 2021.2022. 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.

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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 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.
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, changes in the fair value of strategic investments in companies made by our Lockheed Martin Ventures Fund, stock-based compensation expense, changes in the fair value of investments held in a trustassets and liabilities for deferred compensation plans, retiree benefits, significant severance actions,charges, significant asset impairments, gains or losses from divestitures, intangible asset amortization expense, 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.
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Sales and operating resultsprofit for each of our business segments were as follows (in millions):
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Net salesNet salesNet sales
AeronauticsAeronautics$7,089 $6,568 $19,352 $19,621 Aeronautics$6,269 $6,401 
Missiles and Fire ControlMissiles and Fire Control2,831 2,781 8,030 8,474 Missiles and Fire Control2,388 2,452 
Rotary and Mission SystemsRotary and Mission Systems3,781 3,980 11,345 12,329 Rotary and Mission Systems3,510 3,552 
SpaceSpace2,882 2,699 8,266 8,891 Space2,959 2,559 
Total net salesTotal net sales$16,583 $16,028 $46,993 $49,315 Total net sales$15,126 $14,964 
Operating profitOperating profitOperating profit
AeronauticsAeronautics$759 $714 $2,050 $1,979 Aeronautics$675 $679 
Missiles and Fire ControlMissiles and Fire Control382 413 1,184 1,210 Missiles and Fire Control377 385 
Rotary and Mission SystemsRotary and Mission Systems414 459 1,165 1,350 Rotary and Mission Systems350 406 
SpaceSpace301 264 814 826 Space280 248 
Total business segment operating profitTotal business segment operating profit1,856 1,850 5,213 5,365 Total business segment operating profit1,682 1,718 
Unallocated itemsUnallocated itemsUnallocated items
FAS/CAS pension operating adjustmentFAS/CAS pension operating adjustment430 491 1,281 1,469 FAS/CAS pension operating adjustment415 426 
Severance and restructuring charges —  (36)
Intangible asset amortization expenseIntangible asset amortization expense(62)(62)
Other, netOther, net(127)(47)(439)(130)Other, net2 (149)
Total unallocated itemsTotal unallocated items303 444 842 1,303 Total unallocated items355 215 
Total consolidated operating profitTotal consolidated operating profit$2,159 $2,294 $6,055 $6,668 Total consolidated operating profit$2,037 $1,933 
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TableEffective January 1, 2023, we no longer consider amortization expense related to purchased intangible assets when evaluating the operating performance of Contents
our business segments. As a result, intangible asset amortization expense, which was previously included in segment operating profit, is now reported in unallocated items within total consolidated operating profit. This change has been applied to the accompanying amounts above, including the amounts for 2022. See “Note 1 - Basis of Presentation” included in our Notes to Consolidated Financial Statements for further information regarding the impact of this change on our current and prior period segment operating profit. We also included supplemental tables under the caption Pro Forma Business Segment Summary Operating Results in our earnings release included as exhibit 99.1 to our Current Report on Form 8-K filed January 24, 2023, which provide unaudited pro forma financial information reflecting the impact of the change in presentation as-if it had been applicable for the quarters and year to date periods in 2022 and 2021. The supplemental tables, the earnings release and the Current Report on Form 8-K are not, and shall not be deemed to be, incorporated by reference herein.
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 income calculated in accordance with FASFinancial 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 income (expense) and total CAS pension cost. The non-service FAS pension income (expense) components are included in non-service FAS pension income (expense) in our consolidated statements of earnings. As a result, to the extent that CAS pension cost exceeds the service cost component of FAS pension income, (expense), we have a favorable FAS/CAS pension operating adjustment.
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The total FAS/CAS pension adjustment for the quarters and nine months ended September 25, 2022 and September 26, 2021,adjustments, including the service and non-service cost components of FAS pension income (expense) for our qualified defined benefit pension plans, were as follows (in millions):
Quarters EndedNine Months Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
Total FAS income (expense) and CAS cost
FAS pension income (expense)$91 $(1,598)$(1,148)$(1,465)
Less: CAS pension cost450 517 1,349 1,549 
Total FAS/CAS pension adjustment$541 $(1,081)$201 $84 
Service and non-service cost reconciliation
FAS pension service cost$(20)$(26)$(68)$(80)
Less: CAS pension cost450 517 1,349 1,549 
Total FAS/CAS pension operating adjustment430 491 1,281 1,469 
Non-service FAS pension income (expense)111 (1,572)(1,080)(1,385)
Total FAS/CAS pension adjustment$541 $(1,081)$201 $84 
The total FAS/CAS pension adjustment for the nine months ended September 25, 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 the second quarter in connection with the transfer of $4.3 billion of our gross defined benefit pension obligations and related plan assets to an insurance company on June 24, 2022. The total FAS/CAS pension adjustment during the quarter and nine months ended September 26, 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 on August 3, 2021. See Note 6 - Postretirement Benefit Plans.
Quarters Ended
March 26,
2023
March 27,
2022
Total FAS income and CAS cost
FAS pension income$94 $116 
Less: CAS pension cost431 450 
Total FAS/CAS pension adjustment$525 $566 
Service and non-service cost reconciliation
FAS pension service cost$(16)$(24)
Less: CAS pension cost431 450 
Total FAS/CAS pension operating adjustment415 426 
Non-service FAS pension income110 140 
Total FAS/CAS pension adjustment$525 $566 
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.
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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, 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 10 - Other” 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
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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, comparabilityComparability 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.contracts. 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, for example COVID-19 impacts or supply chain disruptions, 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, charges, 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(except for significant severance actions, which are excluded from segment operating results;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 $455$415 million and $1.3 billion during the quarter ended March 26, 2023 and nine months ended September 25, 2022 and $580$405 million and $1.5 billion during the quarter and nine months ended September 26, 2021.March 27, 2022.
We periodically experience performance issues and record losses for certain programs. For further discussion on programs at Aeronautics and RMS, see “Note 10 - Other” included in our Notes to Consolidated Financial Statements.
We have contracted with the Canadian Government for the Canadian Maritime Helicopter Program at our RMS business segment that provides 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 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 are uncertain and dependent on 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. In 2020, the U.S. Government imposed certain sanctions on Türkish entities and persons that have affected our ability to perform under the TUHP contracts and we have provided force majeure notices under the affected contracts. The TUHP 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.
Our MFC business segment was previously awarded a competitively bid classified contract, which includes multiple phases of the program. We are currently performing on a phase which is primarily structured as cost-type. Additional phases are primarily fixed price and are not currently able to be awarded. If the additional phases are awarded at a later date, we expect that those phases would be performed at a loss. We will continue to monitor the circumstances on the program and may be required to recognize a reach-forward loss if circumstances change. Any such losses could be material to our financial results.
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Aeronautics
Summary operating results for our Aeronautics business segment were as follows (in millions):
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Net salesNet sales$7,089 $6,568 $19,352 $19,621 Net sales$6,269 $6,401 
Operating profitOperating profit759 714 2,050 1,979 Operating profit675 679 
Operating marginOperating margin10.7 %10.9 %10.6 %10.1 %Operating margin10.8 %10.6 %
Aeronautics’ net sales duringin the quarter ended September 25, 2022 increased $521March 26, 2023 decreased $132 million, or 8%2%, compared to the same period in 2021. Net sales increased by approximately $425 million for the F-35 program due2022. The decrease was primarily attributable to the recognition of $325 million of sales deferred from the second quarter of 2022 to the third quarter of 2022 until additional contractual authorization and funding was received on the Lot 15 contract and higher volume and net favorable profit adjustments on production contracts; and about $100 million on classified contracts primarily due to higher volume that was partially offset by lower net favorable profit adjustments.
Aeronautics’ operating profit during the quarter ended September 25, 2022 increased $45 million, or 6%, compared to the same period in 2021. Operating profit increased approximately $70 million for the F-35 program due to the recognitionsales of sales and associated operating profit on the Lot 15 contract as described above and higher net favorable profit adjustments on production contracts; and about $15 million for the F-22 program due to higher net favorable profit adjustments. These increases were partially offset by lower operating profit of approximately $40 million on classified contracts due to the combination of lower net favorable profit adjustments and $25 million of unfavorable profit adjustments recorded in the third quarter of 2022. Net favorableprofit booking rate adjustments were $20 million lower in the third quarter of 2022 compared to the same period in 2021.
Aeronautics’ net sales during the nine months ended September 25, 2022 decreased $269 million, or 1%, compared to the same period in 2021. Net sales decreased by approximately $585$335 million for the F-35 program due to lower volume on production and sustainment contracts as a result of supply chain performance delays and lower net favorable profit adjustments on production and sustainment contracts, partially offset by higher volume on development contracts. This decrease was partially offset by increaseshigher sales of approximately $310$135 million on classified contracts primarilyprograms due to higher volume and $70 million for the F-16 program due to higher production and sustainment volume.
Aeronautics’ operating profit duringin the nine monthsquarter ended September 25, 2022 increased $71March 26, 2023 was comparable to the same period in 2022. Operating profit for the F-35 program was comparable as lower volume on production contracts was mostly offset by contract mix. Operating profit for the F-16 program was comparable as higher volume on production and sustainment contracts was offset by higher unfavorable profit adjustments on a production contract and sustainment contracts. Total net profit booking rate adjustments were approximately $15 million or 4%, lower in the first quarter of 2023 compared to the same period in 2021. Operating profit increased approximately $200 million on classified contracts due to a net of $200 million of unfavorable profit adjustments recognized on a classified program and about $85 million for the F-22 program due to higher net favorable profit adjustments. These increases were partially offset by lower operating profit of approximately $125 million for the F-35 program due to lower net favorable profit adjustments and lower volume on production and sustainment contracts; and about $95 million for the F-16 program due to unfavorable profit adjustments in second quarter of 2022 on a production contract and modernization contracts. Net favorable profit booking rate adjustments were $75 million higher in the nine months ended September 25, 2022 compared to the same period in 2021.
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Missiles and Fire Control
Summary operating results for our MFC business segment were as follows (in millions):
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Net salesNet sales$2,831 $2,781 $8,030 $8,474 Net sales$2,388 $2,452 
Operating profitOperating profit382 413 1,184 1,210 Operating profit377 385 
Operating marginOperating margin13.5 %14.9 %14.7 %14.3 %Operating margin15.8 %15.7 %
MFC’s net sales duringin the quarter ended September 25, 2022 increased $50March 26, 2023 decreased $64 million, or 2%3%, compared to the same period in 2021. The increase was primarily attributable to higher net sales of approximately $95 million for integrated air and missile defense programs due to higher volume (PAC-3).This increase was partially offset by a decrease of about $55 million for sensors and global sustainment programs as a result of closeout activities related to the Warrior program in 2021.
MFC’s operating profit during the quarter ended September 25, 2022 decreased $31 million, or 8%, compared to the same period in 2021. The decrease was primarily attributable to lower operating profit for integrated air and missile defense programs due to lower net favorable profit adjustments of approximately $50 million for the PAC-3 program and an unfavorable profit adjustment of about $40 million on the Advanced Radar Threat System Variant 2 (ARTS-V2) program, partially offset by the impact of higher volume on PAC-3; and about $10 million for sensors and global sustainment programs primarily due to favorable profit adjustments on the Warrior program in the third quarter of 2021 as a result of the program being terminated in March 2021. These net decreases were partially offset by unfavorable profit adjustments of approximately $25 million on an energy program in the third quarter of 2021 that did not recur in 2022. Net favorable profit booking rate adjustments were $75 million lower in the third quarter of 2022 compared to the same period in 2021.
MFC’s net sales during the nine months ended September 25, 2022 decreased $444 million, or 5%, compared to the same period in 2021. The decrease was primarily attributable to lower net sales of approximately $285$85 million for sensors and global sustainment programs due to lower volumeas net sales for the first quarter of 2022 reflect the impact of a favorable profit adjustment on SOF GLSSan international program as a result of troop withdrawals from Afghanistana requirements modification that did not recur in the first quarter of 2023; and lower volume and net favorable profit adjustments on Sniper Advanced Targeting Pod (SNIPER®); and about $110sales of $60 million for tactical and strike missile programs due to lower volume (air dominance weapon systems)(Guided Multiple Launch Rocket Systems (GMLRS)). Net sales for integrated air and missile defense programsThese decreases were comparable as lower volume (THAAD) and lower net favorable profit adjustments (PAC-3) were mostlypartially offset by higher volume (PAC-3).
MFC’s operating profit during the nine months ended September 25, 2022 decreased $26net sales of $70 million or 2% compared to the same period in 2021. The decrease was primarily attributed to lower operating profit for integrated air and missile defense programs due to lower net favorable profit adjustmentsthe impact of approximately $60 million for the PAC-3 program and an unfavorable profit adjustment of about $40 million on the ARTS-V2 program. This decrease was partially offset by an increase of about $35 million for tactical and strike missile programs due to higher net favorable profit adjustments (HIMARS, GMLRS and JASSM); and higher unfavorable(Patriot Advanced Capability-3 (PAC-3)).
MFC’s operating profit adjustmentsin the quarter ended March 26, 2023 decreased $8 million, or 2%, compared to the same period in 2022. The decrease was primarily attributable to lower operating profit of approximately $25$85 million on an energy program in 2021. Operating profit for sensors and global sustainment programs was comparable asdue to the net effect of favorable profit adjustmentsadjustment on an international program in the first quarter of 2022 as described above. This decrease was mostlypartially offset by the closeout activities relatedhigher operating profit of $60 million for integrated air and missile defense programs due to the Warrior program in 2021.impact of higher net favorable profit adjustments (PAC-3). In addition, operating margin was positively impacted when compared to the nine months ended September 26, 2021first quarter of 2022 due to contract mix (lower SOF GLSS volume and lower development volume at tactical and strike missiles). Net favorablemissiles. Total net profit booking rate adjustments were $55approximately $25 million lower in the nine months ended September 25, 2022first quarter of 2023 compared to the same period in 2021.2022.
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Rotary and Mission Systems
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 with the U.S. Government Accountability Office (GAO) challenging the U.S. Army’s decision, and on April 6, 2023 the GAO issued a decision denying the protest. We are not pursuing further litigation in this matter. Sikorsky remains one of two competitors for the other component of the Future Vertical Lift initiative, the Future Attack Reconnaissance Aircraft competition.
Summary operating results for our RMS business segment were as follows (in millions):
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Net salesNet sales$3,781 $3,980 $11,345 $12,329 Net sales$3,510 $3,552 
Operating profitOperating profit414 459 1,165 1,350 Operating profit350 406 
Operating marginOperating margin10.9 %11.5 %10.3 %10.9 %Operating margin10.0 %11.4 %
RMS’ net sales duringin the quarter ended September 25, 2022March 26, 2023 decreased $199$42 million, or 5%1%, compared to the same
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period in 2021.2022. The decrease was primarily attributable tolower net sales of approximately $160$75 million for Sikorsky helicopter programs due to lower production volume and net favorable profit adjustments (Black Hawk); and about $35lower net sales of $60 million for various C6ISR (command, control, communications, computers, cyber, combat systems, intelligence, surveillance, and reconnaissance) programs due to lower volume. These decreases were partially offset by higher net sales of $85 million for integrated warfare systems and sensors (IWSS) programs due to higher volume (Aegis and TPY-4 programs).
RMS’ operating profit duringin the quarter ended September 25, 2022March 26, 2023 decreased $45$56 million, or 10%14%, compared to the same period in 2021.The decrease was primarily attributable to approximately $65 million for Sikorsky helicopter programs due to lower net favorable profit adjustments and volume (Black Hawk). This decrease was partially offset by an increase of about $10 million for IWSS programs due primarily to $45 million of unfavorable profit adjustments on a ground-based radar program in the third quarter of 2021 that did not recur in the third quarter of 2022, partially offset by lower net favorable profit adjustments on certain programs (TPQ-53 and Vertical Launching System (VLS)). Net favorable profit booking rate adjustments were $15 million lower in the third quarter of 2022 compared to the same period in 2021.
RMS’ net sales during the nine months ended September 25, 2022 decreased $984 million, or 8%, compared to the same period in 2021.The2022. The decrease was primarily attributable to lower net salesoperating profit of approximately $305 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 $300$65 million for Sikorsky helicopter programs due to lower production volume, (Black Hawk); approximately $240net favorable profit adjustments, and contract mix on the Black Hawk program and unfavorable profit adjustments (CH-53K). Total net profit booking rate adjustments were $35 million for IWSS programs due to lower volume (Littoral Combat Ship (LCS)) and Advanced Hawkeye); and about $140 million for various C6ISR programs due to lower volume.
RMS’ operating profit duringin the nine months ended September 25, 2022 decreased $185 million, or 14%,first quarter of 2023 compared to the same period in 2021. The decrease was primarily attributable to approximately $95 million for Sikorsky helicopter programs due to lower production volume and net favorable profit adjustments (Black Hawk), partially offset by higher net favorable profit adjustments on certain programs (Combat Rescue Helicopter (CRH)); about $40 million for various C6ISR programs due to lower net favorable profit adjustments and volume; and approximately $40 million for IWSS programs due to lower net favorable profit adjustments (TPQ-53 and Aegis), partially offset by $30 million of unfavorable profit adjustments on a ground-based radar program in 2021 that did not recur in 2022. Operating profit for TLS programs was comparable due to the delivery of an international pilot training system in the first quarter of 2021 that did not recur in 2022, offset by higher net favorable profit adjustments on various other programs. Net favorable profit booking rate adjustments were $95 million lower in the nine months ended September 25, 2022 compared to the same period in 2021.
Space
Summary operating results for our Space business segment were as follows (in millions):
Quarters EndedNine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Net salesNet sales$2,882 $2,699 $8,266 $8,891 Net sales$2,959 $2,559 
Operating profitOperating profit301 264 814 826 Operating profit280 248 
Operating marginOperating margin10.4 %9.8 %9.8 %9.3 %Operating margin9.5 %9.7 %
Space’s net sales duringin the quarter ended September 25, 2022March 26, 2023 increased $183$400 million, or 7%16%, compared to the same period in 2021.2022. The increase was primarily attributable to higher net sales of approximately $155$185 million for strategic and missile defense programs due to higher development volume (Next Generation Interceptor (NGI)); higher net sales of $170 million for national security space programs due to higher development volume (classified programs) and the impact of higher net favorable profit adjustments (Next Generation Overhead Persistent Infrared geosynchronous satellites (Next Gen OPIR) and classified programs); and higher net sales of $55 million for commercial civil space programs due to higher volume (Orion).
Space’s operating profit duringin the quarter ended September 25, 2022March 26, 2023 increased $37$32 million, or 14%13%, compared to the same period in 2021.2022. The increase was primarily attributable to approximately $50higher operating profit of $70 million for national security space programs due to the impact of higher net favorable profit adjustments (Next Gen OPIR and classified programs). This increase was partially offset by $45 million of higherlower equity earnings from the company's investment in United Launch Alliance (ULA) due to higherlower launch volume and launch mix. Thisan increase was partially offset by a decrease of about $15 million for commercial civil space programs due to lowerin new product development costs. Total net favorable profit adjustments and lower volume (primarily the Orion and Human Lander System (HLS) programs). Operating profit for national security space programs was comparable as an unfavorable profit adjustment of $45 million on a commercial ground solutions program in the third quarter of 2021 that did not recur was offset by lower net favorable profit adjustments (Space-Based Infrared System (SBIRS) and classified programs). Net favorable profit booking rate adjustments were $15$85 million lowerhigher in the thirdfirst quarter of 20222023 compared to the same period in 2021.2022.
Space’s net sales during the nine months ended September 25, 2022 decreased $625 million, or 7%, compared to the same period in 2021. The decrease was primarily attributable to lower net sales of approximately $865 million due to the renationalization of the AWE program on June 30, 2021, which was no longer included in our financial results beginning in
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the third quarter of 2021; and about $165 million for commercial civil space programs due to lower volume (Orion and HLS programs). These decreases were partially offset by higher net sales of about $385 million for strategic and missile defense programs due to higher development volume (NGI).
Space’s operating profit during the nine months ended September 25, 2022 decreased $12 million, or 1%, compared to the same period in 2021. The decrease was primarily attributable to approximately $50 million for commercial civil space programs due to lower net favorable profit adjustments and lower volume (the Orion and HLS programs); and about $40 million for national security space programs primarily due to lower net favorable profit adjustments (SBIRS and classified programs), partially offset by lower net unfavorable profit adjustments of $50 million on a commercial ground solutions program. These decreases were partially offset by higher equity earnings of approximately $50 million from the company's investment in ULA due to higher launch volume and launch mix; and about $30 million for strategic and missile defense programs due to higher net favorable profit adjustments and volume (primarily NGI and other missile defense programs). Operating profit for the AWE program was comparable as its operating profit in the first nine months of 2021 was mostly offset by accelerated amortization expense for intangible assets as a result of the renationalization. Net favorable profit booking rate adjustments were $70 million lower in the nine months ended September 25, 2022 compared to the same period in 2021.
Total equity (losses)/earnings (primarily ULA) represented approximately $50$(15) million, or 17%, and $85 million, or 10%(5)%, of Space's operating profit duringin the first quarter and nine months ended September 25, 2022. Total equity earnings were not significant during the quarter ended September 26, 2021 and $35of 2023, compared to approximately $30 million, or 4% during12% in the nine months ended September 26, 2021.first quarter of 2022.
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FINANCIAL CONDITION
Liquidity and Cash Flows
At September 25, 2022,March 26, 2023, we had cash and cash equivalents of $2.4 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 also have access to credit markets to fund share repurchases. 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. Governmentgovernment 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 39%41% of the sales we recorded during the nine monthsquarter ended September 25, 2022,March 26, 2023, 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. For example, the U.S. Government increased the progress payment rate applicable to us from 80% to 90% at the beginning of the COVID-19 pandemic and a reversal or modification of this policy could affect the timing of our cash flows. 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
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COVID-19 on public health, the economy, state and local governments, individuals, and businesses. Since the COVID-19 pandemic began, Lockheed Martin haswe have remained committed to accelerating payments to the supply chain with a focus on small and at riskat-risk businesses. As of September 25, 2022, we have accelerated $1.1 billion of payments to our suppliers that are due by their terms in future periods. We will continue to monitor risk driven by the pandemic and, basedutilize accelerated payments throughout 2023 on our current assessment, we will continue to accelerate payments to our suppliers based on risk assessed need through the end of 2022.an as needed basis.
In addition, weWe 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 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. Subsequent toDuring the third quarter of 2022, on September 30, 2022, the company authorized a fourth quarter dividend payment of $3.00 per share, representingended March 26, 2023, we entered into an increase of $0.20 per share. On October 17, 2022, the Board of Directors authorized an additional $14 billion to the program from the $117 million that remained at September 25, 2022. This multi-year share repurchase program follows the substantial completion of purchases of common stock under the prior repurchase authorization. We anticipate executing a $4.0 billion accelerated share repurchase program in(ASR) agreement to repurchase $500 million of our common stock. As of March 26, 2023, the fourth quarter of 2022 bringing our total remaining authorization for future common share repurchases for the year to approximately $8.0 billion. The remainder of the repurchaseunder our program authorizationwas $9.5 billion, which is expected to be utilized over a three-year period.period through 2025. We expect to fund the repurchases through a combination of cash on handfrom 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 boardBoard of directorsDirectors 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.rates. We also actively manage our pension obligations and expect to continue to opportunistically manage our pension liabilities through the purchase of group annuity contracts or other actions for portions of our outstanding defined benefit pension obligations using assets
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from the pension trust as we did on June 24, 2022.trust. See “Note 6 - 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 and/or require us to recognize noncash, non-operating pension settlement charges in earnings in the applicable reporting period.trust.
There were no material changes during the quarter or nine months ended September 25, 2022March 26, 2023 to our contractual commitments as presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 20212022 Form 10-K that were outside the ordinary course of our business.
The following table provides a summary of our cash flow information followed by a discussion of the key elements (in millions):
 Nine Months Ended
September 25,
2022
September 26,
2021
Cash and cash equivalents at beginning of year$3,604 $3,160 
Operating activities
Net earnings3,820 4,266 
Noncash adjustments2,090 2,654 
Changes in working capital(621)(2,176)
Other, net585 209 
Net cash provided by operating activities5,874 4,953 
Net cash used for investing activities(981)(619)
Net cash used for financing activities(6,067)(4,767)
Net change in cash and cash equivalents(1,174)(433)
Cash and cash equivalents at end of period$2,430 $2,727 
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 Quarters Ended
March 26,
2023
March 27,
2022
Cash and cash equivalents at beginning of year$2,547 $3,604 
Operating activities
Net earnings1,689 1,733 
Noncash adjustments265 352 
Changes in working capital(267)(654)
Other, net(123)(21)
Net cash provided by operating activities1,564 1,410 
Net cash used for investing activities(259)(251)
Net cash used for financing activities(1,412)(2,880)
Net change in cash and cash equivalents(107)(1,721)
Cash and cash equivalents at end of period$2,440 $1,883 
Operating Activities
Net cash provided by operating activities during the nine monthsquarter ended September 25, 2022March 26, 2023 increased $921$154 million compared to the same period in 2021.2022. The increase was primarily driven by $1.6 billion of lowerdue to various changes in working capital, (defined as receivables, contract assets, and inventories less accounts payable and contract liabilities) which was primarily attributable to timing of production and billing cycles affectingimpacting contract assets and receivables (primarily the F-35 program in ourat Aeronautics business segment) and missile programs at MFC), partially offset by the timing of cash payments for accounts payable partially offset by liquidation of inventories (primarily TLS and Sikorsky helicopter programs in our RMS business segment)Aeronautics).
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.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 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):
Nine Months Ended Quarters Ended
September 25,
2022
September 26,
2021
March 26,
2023
March 27,
2022
Cash from operationsCash from operations$5,874 $4,953 Cash from operations$1,564 $1,410 
Capital expendituresCapital expenditures(977)(915)Capital expenditures(294)(268)
Free cash flowFree cash flow$4,897 $4,038 Free cash flow$1,270 $1,142 
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Investing Activities
Net cash used for investing activities during the nine monthsquarter ended September 25, 2022March 26, 2023 increased $362$8 million compared to the same period in 2021. The increase in cash used for investing activities is due to the receipt of $231 million in the first nine months of 2021 from the sale of our ownership interest in the Advanced Military Maintenance, Repair and Overhaul Center (AMMROC) joint venture.2022. Capital expenditures totaled $977$294 million and $915$268 million during the nine monthsquarters ended September 25, 2022March 26, 2023 and September 26, 2021.March 27, 2022. The majority of our capital expenditures wereare 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.
Financing Activities
Net cash used for financing activities was $6.1$1.4 billion during the nine monthsquarter ended September 25, 2022,March 26, 2023, compared to $4.8$2.9 billion during the same period in 2021.2022. 
During the nine monthsquarters ended September 25,March 26, 2023 and March 27, 2022, and September 26, 2021, we paid dividends totaling $2.3 billion$784 million ($8.403.00 per share) and $2.2 billion$767 million ($7.802.80 per share).
During the nine monthsquarter ended September 25, 2022,March 26, 2023, we paid $3.7 billion$500 million to repurchase 11.11.1 million shares of our common stock, some of which 0.2 million shares were settled subsequent to the end of the third quarter.received upon settlement in April 2023. See “Note 9 - Stockholders’ Equity” included in our Notes to Consolidated Financial Statements for additional information. During the nine monthsquarter ended September 26, 2021,March 27, 2022, we paid $2.0 billion to repurchase 5.64.7 million shares of our common stock.
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During the nine months ended September 25, 2022, wewhich 0.6 million shares were 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. See “Note 10 - Other” includedupon settlement in our Notes to Consolidated Financial Statements for additional information.April 2022.
Capital Resources
At September 25, 2022,March 26, 2023, we held cash and cash equivalents of $2.4 billion that was generally available to fund ordinary business operations without significant legal, regulatory, or other restrictions.

At September 25, 2022,March 26, 2023, we had a $3.0 billion revolving credit facility (the Revolving Credit Facility) with various banks with an expiration date of August 24, 2027 that is available for general corporate purposes including supporting commercial paper borrowings. We may request and the banks may grant, at their discretion, an increase in the borrowing capacity under the Revolving Credit Facility of up to an additional $500 million. There were no borrowings outstanding under the Revolving Credit Facility at September 25, 2022. See “Note 10 - Other” included in our Notes to Consolidated Financial Statements for additional information.

March 26, 2023.
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 than or less than the amount reported at the end of the period. There were no commercial paper borrowings outstanding as of September 25, 2022March 26, 2023 and December 31, 2021.2022. We may, as conditions warrant, from time to time issue commercial paper backed by our Revolving Credit Facility to manage the timing of cash flows. However, depending on market conditions, commercial paper may not be available on favorable terms or at all.

Our total outstanding short-term and long-term debt, net of unamortized discounts and issuance costs was $11.5$15.6 billion as of September 25, 2022March 26, 2023 and is in the form of publicly-issued notes that bear interest at fixed rates. As of September 25, 2022,March 26, 2023, we were in compliance with all covenants contained in our debt and credit agreements.

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.
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OTHER MATTERS
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 eightnine Foreign Military Sales (FMS) customers; as well as interest from other countries. We have seencontinue to see strong international demand for the F-35. The Government of Canada announced in January 2023 their commitment to purchase 88 F-35 inaircraft. In February 2023, the first three quartersgovernment of 2022. Singapore announced its intent to exercise an option to purchase an additional eight F-35 aircraft, increasing its total quantity to 12. In March of 2023, the government of South Korea announced approval to purchase an additional 20 F-35 aircraft, increasing its total quantity to 60.
During the first quarter of 2022, Finland became2023, we delivered five aircraft and had a backlog of 340 aircraft. Deliveries in the seventh FMS customer to join the program, and Germany announced its intention to purchase 35 F-35 aircraft. On March 28, 2022,quarter were impacted by an issue with the Government of Canada selectedFurnished Equipment (GFE) engine that occurred at the F-35 as the preferred bidder to move into the Finalization Phase of the competitive process to replace their fighter fleet. In the Finalization Phase, they will collaborate with the F-35 team to deliver unique requirements and a delivery profile before moving forward with the U.S. Government for the procurement of 88 aircraft. During the third quarterend of 2022 the Swiss government signedand resulted in 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 third quarter of 2022, we announced an agreementpause in principle with the U.S. Government on the F-35 Low Rate Initial Production (LRIP) Lots 15-17 production contract for approximately 375 aircraft and we continue to engage with the U.S. Government to definitize the contract. We have been performing work on the Lots 15-17 production under customer authorization and initial funding under an advance acquisition contract received in December 2019. During the second quarter of 2022, our costs began to exceed the contract value and available funding on the Lots 15-17 advance acquisition contract,flight operations, which prevented aircraft deliveries until flight operations and deliveries resumed in March 2023. We currently expect that we will deliver fewer than the recognition of approximately $325 million of sales and associated operating profit in the second quarter. This also prevented us from invoicing and receiving cash of approximately $465 million in the second quarter of 2022 for costs incurred.
In the third quarter of 2022, we received an undefinitized contract action for Lot 15 aircraft and funding from the U.S. Government that allowed us to resume invoicing, collect the cash deferred from the second quarter, and recognize the sales and associated operating profit deferred from the second quarter. This undefinitized contract action added 129 Lot 15 aircraft to our backlog while we continue working to definitize the Lots 15-17 production contract.
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As part of the Lots 15-17 agreement in principle referenced above, the U.S. Government reduced the acquisition quantities based on budget availability. COVID-19 and other impacts experienced by the F-35 enterprise have continued to impact our near-term production plans. While we expect the LRIP Lots 15-17 production contract to support our long-term objective to produce 156 aircraft a year, deliveries are expected to be in the range of 148-153 aircraft for 2022 and in the rangeprior plan of 147-153 aircraft per year in 2023 due to both software maturation related to the Technology Refresh 3 (TR-3) configuration and 2024, beforehardware delivery timing; we achievewill provide an updated range pending the results of future flight tests. Despite the change in the delivery range, currently we do not expect a material impact to our 156 aircraft delivery target in 2025. We anticipate annual deliveries of 156 aircraft beyond 2025 for2023 financial outlook. Since program inception through the foreseeable future.
During the thirdfirst quarter of 2022,2023, we have delivered 899 production F-35 deliveries were temporarily paused because specialty metals sourced from the People’s Republic of China were discovered in one component provided by a supplier. The material in question poses no performance, quality, safety, or security risks and the F-35 remains safe for flight. The U.S. Government has processed a National Security Waiver that permits the Department of Defense to accept delivery of aircraft that contain the component, and we are in discussions with the U.S. Government to incorporate the waiver into the underlying production contracts, which will permit deliveries to formally resume. We currently expect deliveries to resume in the fourth quarter of 2022.
During the third quarter of 2022, we delivered 27 production aircraft to our U.S. and international partner countries,customers, including 652 F-35A variants, 178 F-35B variants, and FMS customers, resulting in total deliveries of 841 production aircraft. We have 271 production aircraft in backlog, including orders from our international partner customers69 F-35C variants, demonstrating the F-35 program’s continued progress and countries.longevity.
Given the size and complexity of the F-35 program, we anticipate that there will be continual reviews related to aircraft performance, program, schedule,and delivery schedule, cost, and requirements as part of the DoD, Congressional, and international countries’ oversight, and budgeting processes. In addition to the contract negotiation and funding and supplier performance challenges described above, currentCurrent program challenges include Lockheed Martinour and partnerour 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 continue to reduce the unit production costs and improve affordability.
Contingencies
See “Note 7 - Legal Proceedings and Contingencies” included in our Notes to Consolidated Financial Statements for information regarding our contingent obligations, including off-balance sheet arrangements.
Critical Accounting Policies
There have been no significant changes to the critical accounting policies disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 20212022 Form 10-K, except for, as set forth below.
Postretirement Benefit Plans
As previously disclosed, on June 24, 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. The group annuity contracts 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 second 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. For more information on the transaction and remeasurement, see “Note 6 - Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements.
Goodwill and Intangible Assets
The carrying value of our goodwill balance was $10.8 billion at September 25, 2022, including $2.7 billion of goodwill at our Sikorsky reporting unit. The carrying value of our Sikorsky reporting unit also included an indefinite-lived trademark intangible asset of $887 million as of September 25, 2022. In the fourth quarter of 2021, we performed our annual impairment test for goodwill and indefinite-lived trademark intangible asset, and the results of that test indicated no impairment existed. As of the date of our 2021 annual impairment test, we estimated that the fair value of our Sikorsky reporting unit exceeded its carrying value for goodwill by a margin of approximately 30% and the fair value of the intangible asset exceeded its carrying value by a margin of approximately 15%. We will perform our next annual goodwill and intangible asset impairment test during the fourth quarter of 2022 and will perform a quantitative assessment of the
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fair value of our Sikorsky reporting unit.
The fair values of both our Sikorsky reporting unit and the indefinite-lived trademark intangible asset at our Sikorsky reporting unit can be significantly impacted by the reporting unit’s 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 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. See Item 1A, Risk Factors of our 2021 Form 10-K for a discussion of the potential impacts of COVID-19 on the fair value of our assets.
Recent Accounting Pronouncements
See “Note 11 - Recent Accounting Pronouncements” included in our Notes to Consolidated Financial Statements for information related to new accounting standards.10-K.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
As disclosed in “Item 7A, Quantitative and Qualitative Disclosures About Market Risk” of our 20212022 Form 10-K, 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 exposures to market risk have not changed materially since December 31, 2021.2022. See “Note 8 - Fair Value Measurements” included in our Notes to Consolidated Financial Statements for additional discussion.
ITEM 4. Controls and Procedures
We performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 25, 2022.March 26, 2023. 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 operating and effective as of September 25, 2022.March 26, 2023.
There were no changes in our internal control over financial reporting during the quarter ended September 25, 2022March 26, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Forward-Looking Statements
This Form 10-Q 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 expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially due to factors such as:
 
the impact of COVID-19 or future epidemics on our business and financial results, including supply chain disruptions and delays, labor challenges associated with employee absences, quarantine restrictions, travel restrictions, site access, program delays, and changes in customer payment policies;
budget uncertainty, the risk of future budget cuts, the impact of continuing resolution funding mechanisms and the debt ceiling and the potential for government shutdowns and changing funding and acquisition priorities;
our reliance on contracts with the U.S. Government, which are dependent on U.S. Government funding and can be terminated for convenience, and our ability to negotiate favorable contract terms;
risks related to the development, production, sustainment, performance, schedule, cost and requirements of complex and technologically advanced programs, including the F-35 program;
the continued delay of the definitization of the Lots 15-17 F-35 production contract;
planned production rates and orders for significant programs, compliance with stringent performance and reliability standards, and materials availability;
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performance and financial viability of key suppliers, teammates, joint ventures and partners, subcontractors and customers;
economic, industry, business and political conditionsavailability, including their effects on governmental policy;
the impact of inflation and other cost pressures;
government actions that disrupt our supply chain or prevent the sale or delivery of our products (such as delays in approvals for exports requiring Congressional notification);
trade policies or sanctions (including potential Chinese sanctions on us or our suppliers, teammates or partners, U.S. Government sanctions on Republic of Turkiye and its removal from the F-35 program, and potential indirect effects of sanctions on Russia to our supply chain);
our success expanding into and doing business in adjacent markets and internationally and the differing risks posed by international sales;
changes in foreign national priorities and foreign government budgets and planned orders, including the impact of a strengthening U.S. dollar;
the competitive environment for our products and services, including competition from startups and non-traditional defense contractors;furnished equipment;
the timing of contract awards or delays in contract definitization as well as the timing and customer acceptance of product deliveries and performance milestones;
our ability to develop and commercialize new technologies and products, including emerging digital and network technologies and capabilities;
our ability to attract and retain a highly skilled workforce, the impact of work stoppages or other labor disruptions;
cyber or other security threats or other disruptions faced by us or our suppliers;
our ability to implement and continue, and the timing and impact of, capitalization changes such as share repurchases, dividend payments and financing transactions;
our ability to recover costs under U.S. Government contracts and the mix of fixed-price and cost-reimbursable contracts;
customer procurement policies that shift risk to contractors, including competitively bid programs with fixed-price development work or follow-on production options or other financial risks; and the impact of investments, cost overruns or other cost pressures and performance issues on fixed price contracts;
changes in procurement and other regulations and policies affecting our industry, export of our products, cost allowability or recovery, preferred contract type, and performance and progress payments policy;
performance and financial viability of key suppliers, teammates, joint ventures (including United Launch Alliance), joint venture partners, subcontractors and customers;
•    economic, industry, business and political conditions including their effects on governmental policy;
the impact of inflation and other cost pressures;
the impact of COVID-19 or future epidemics on our business and financial results, including supply chain disruptions and delays, employee absences, and program delays;
•    government actions that disrupt our supply chain or prevent the sale or delivery of our products (such as delays in approvals for exports requiring Congressional notification);
•    trade policies or sanctions (including Chinese sanctions on us or our suppliers, teammates or partners, U.S. Government sanctions on Türkish entities and persons, and potential indirect effects of sanctions on Russia to our supply chain);
•    our success expanding into and doing business in adjacent markets and internationally and the risks posed by international sales;
•    changes in foreign national priorities and foreign government budgets and planned orders, including potential effects from fluctuations in currency exchange rates;
•    the competitive environment for our products and services, including competition from startups and non-traditional defense contractors;
•    our ability to develop and commercialize new technologies and products, including emerging digital and network technologies and capabilities;
our ability to benefit fully from or adequately protect our intellectual property rights;
•    our ability to attract and retain a highly skilled workforce, the impact of work stoppages or other labor disruptions;
•    cyber or other security threats or other disruptions faced by us or our suppliers;
•    our ability to implement and continue, and the timing and impact of, capitalization changes such as share repurchases, dividend payments and financing transactions;
•    the accuracy of our estimates and projections;
the impact of pension risk transfers, including potential noncash settlement charges, timing and estimates regarding pension funding and movements in interest rates and other changes that may affect pension plan assumptions, stockholders’ equity, the level of the FAS/CAS adjustment, and actual returns on pension plan assets;
realizing the anticipated benefits of acquisitions or divestitures, investments, joint ventures, teaming arrangements or internal reorganizations, and market volatility affecting the fair value of investments in our Lockheed Martin Ventures Fund that are marked to market;
our efforts to increase the efficiency of our operations and improve the affordability of our products and services, including through digital transformation and cost reduction initiatives;
the risk of an impairment of our assets, including the potential impairment of goodwill recorded at the Sikorsky line of business;
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the availability and adequacy of our insurance and indemnities;
our ability to benefit fully from or adequately protect our intellectual property rights;
procurement and other regulations and policies affecting our industry, export of our products, cost allowability or recovery, preferred contract type, and performance and progress payments policy;
impacts of climate change and compliance with laws, regulations, policies, and customer requirements in response to climate change concerns;
changes in accounting, U.S. or foreign tax, export or other laws, regulations, and policies and their interpretation or application;application, and changes in the amount or reevaluation of uncertain tax positions; and
the outcome of legal proceedings, bid protests, environmental remediation efforts, audits, government investigations or government allegations that we have failed to comply with law, other contingencies and U.S. Government identification of deficiencies in our business systems.
These are only some of the factors that may affect the forward-looking statements contained in this Form 10-Q. For a discussion identifying additional important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see our filings with the U.S. Securities and Exchange Commission (SEC) including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20212022 and subsequent Quarterly Reports on Form 10-Q. Our filings may be accessed through the Investor Relations page of our website, www.lockheedmartin.com/investor, or through the website maintained by the SEC at www.sec.gov.
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Our actual financial results likely will be different from those projected 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-Q speak only as of the date of itsour 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-Q 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-Q are intended to be subject to the safe harbor protection provided by the federal securities laws.
PART II. OTHER INFORMATION 
ITEM 1. 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 corporationcompany 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. These matters include the proceedings summarized in “Note 7 - Legal Proceedings and Contingencies” included in our Notes to Consolidated Financial Statements in this Form 10-Q and “Note 15 – Legal Proceedings, Commitments and Contingencies” in our Annual Report on Form 10-K for the year ended December 31, 2021 (2021 Form 10-K) filed with the U.S. Securities and Exchange Commission.
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 “Note 7 - Legal Proceedings and Contingencies” included in our Notes to Consolidated Financial Statements. SeeStatements in this Form 10-Q. For additional information and a description of previously reported matters, see also “Critical Accounting Policies – Environmental Matters” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 1514 – Legal Proceedings, Commitments and Contingencies”, eachContingencies,” in our 2021Annual Report on Form 10-K for a description of previously reported matters.
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 contractsyear ended December 31, 2022 filed with the U.S. Government. U.S. Government investigations often take years to completeSecurities 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.Exchange Commission.
ITEM 1A. Risk Factors
Except for the risk factors discussed below, we do not believe that thereThere have been anyno material changes to the risk factors disclosed in “Item 1A, Risk Factors” of our 20212022 Form 10-K. These risks and uncertainties described in our risk factors have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. These risks are not exclusive and additional risks to which we are subject include the factors mentioned under “Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.

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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 both 2021 and the first nine months of 2022. A decision by the U.S. Government or other governments to cut or delay 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 schedule, delivery schedule, cost, and requirements as part of the DoD, Congressional, and international countries’ oversight and budgeting processes. Current program challenges include supplier, Lockheed Martin and partner performance (including COVID-19 performance-related challenges), software development, definitizing and receiving funding for contracts on a timely basis (as described below), 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 continue to reduce the unit production costs and improve affordability.
As described in “Status of the F-35 Program” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, delays in reaching an agreement with the U.S. Government on the F-35 Low Rate Initial Production (LRIP) Lots 15-17 production contract prevented us from recognizing approximately $325 million of sales and associated operating profit in the second quarter of 2022 and prevented us from invoicing and receiving cash of approximately $465 million in the second quarter of 2022 for costs incurred. In the third quarter of 2022, we received an undefinitized contract action (UCA) for Lot 15 aircraft and funding from the U.S. Government that allowed us to resume invoicing, collect the cash deferred from the second quarter, and recognize the sales and associated operating profit deferred from the second quarter. While we continue working to definitize the Lots 15-17 production contract, there can be no assurance that the existing agreement in principle and Lot 15 UCA will be converted to a definitive contract in a timely manner, on acceptable terms, or at all, any of which could adversely affect our results of operations, cash flows, and financial condition.
During the third quarter of 2022, F-35 deliveries were temporarily paused because specialty metals sourced from the People’s Republic of China were discovered in one component provided by a supplier. The material in question poses no performance, quality, safety, or security risks and the F-35 remains safe for flight. The U.S. Government has processed a National Security Waiver that permits the Department of Defense to accept delivery of aircraft that contain the component, and we are in discussions with the U.S. Government to incorporate the waiver into the underlying production contract, which will permit deliveries to resume. We currently expect deliveries to resume in the fourth quarter of 2022. If a contract modification is not made to incorporate the waiver into our underlying production contracts, further delivery delays and costs related to remediating the non-compliant part could be significant. In addition, ongoing investigations related to the issue could adversely affect our business. 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, cash flows and financial condition.
We also may not be successful in making hardware and software 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.
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered equity securities during the quarter ended September 25, 2022.March 26, 2023.
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 September 25, 2022.March 26, 2023.
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
(b)
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (b)
    (in millions)
June 27, 2022 – July 31, 2022(c)
315,042 $412.00 308,202 $1,423 
August 1, 2022 – August 28, 2022(c)
1,390,835 $431.98 1,390,531 $823 
August 29, 2022 – September 25, 20221,692,187 $416.92 1,692,187 $117 
Total(c)
3,398,064 $422.63 3,390,920  
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
(b)
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (b)
    (in millions)
January 1, 2023 – January 29, 2023— $— — $10,023 
January 30, 2023 – February 26, 2023 (c)
876,418 $479.27 868,452 $9,523 
February 27, 2023 – March 26, 2023 (d)
251,388 $479.49 — $9,523 
Total(c)(d)
1,127,806 $479.48 868,452  
(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, September 25, 2022March 26, 2023 was the last day of our September 2022March 2023 fiscal month.
(b)In October 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 $117 million$9.5 billion as of September 25, 2022. On October 17, 2022, the Board of Directors authorized an increase to the program by $14 billion.March 26, 2023. 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 quarter ended September 25, 2022,March 26, 2023, we entered into an accelerated share repurchase (ASR) agreement to purchase $500 million of our common stock. Under the terms of the ASR agreement, we paid $500 million and received an initial delivery of 868,452 shares of our common stock in February 2023. Upon final settlement of the ASR agreement in April 2023, we received an additional 184,437 shares of our common stock based on the average price paid per share of $474.88, calculated with reference to the volume-weighted average price (VWAP) of our common stock over the term of the agreement, less a negotiated discount. Average Price Paid Per Share in the table above does not include ASR shares.
(d)During the quarter ended March 26, 2023, the total number of shares purchased included 7,144259,354 shares that were transferred to us by employees in satisfaction of tax withholding obligations associated with the vesting of restricted stock units and performance stock units. These purchases were made pursuant to a separate authorization by our Board of Directors and are not included within the program.





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ITEM 6. Exhibits
Exhibit No.Description
10.13.1
10.1
10.2
10.3
10.4
10.5
15
31.1
31.2
32
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101

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SIGNATURE
Pursuant to the requirements 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.
 Lockheed Martin Corporation
 (Registrant)
Date: OctoberApril 18, 20222023 By: /s/ H. Edward Paul III
 H. Edward Paul III
 Vice President and Controller
 (Duly Authorized Officer and Chief Accounting Officer)

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