Lockheed Martin (LMT) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A85 rewritten19 added19 removed245 unchanged
All filing items1,122 rewritten381 added333 removed1,888 unchanged
Summary
counted, not written
- Item 1A lists 26 risk factor headings: 0 new, 4 reworded and 22 unchanged since FY2023. 1 heading from FY2023 no longer appears.
- Sentence by sentence, 381 added, 333 removed, 1,122 rewritten and 1,888 unchanged across 21 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (1)
- Geopolitical.
Reworded Item 1A headings (4)
- We are routinely subject to audit by our customers on government
[removed: contracts][added: contracts, including audits relating to our disclosed Cost Accounting Standards (CAS) rate structure or any changes to our CAS rate structure] and the results of those audits could have an adverse effect on our business, reputation and results of[removed: operations.][added: operations] - Geopolitical, macroeconomic and public health events and conditions could adversely affect our business,
[removed: operating results,]financial condition and[removed: cash flows.][added: operating results.] - Cyber-attacks and other security threats and disruptions could have a material adverse
[removed: affect][added: effect] on our business. - We are involved in
[removed: several][added: a number of] legal proceedings. We cannot predict the outcome of litigation and other contingencies with certainty.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
85 rewritten, 19 added, 19 removed, 245 unchanged
We derived 73% of our total consolidated net sales from the U.S. Government in [removed: 2023,] [added: 2024,] including [removed: 64%] [added: 65%] from the Department of Defense (DoD).
If appropriations are delayed or a government shutdown were to occur and continue for an extended [removed: period of time,] [added: period,] we could be at risk of reduced orders, program cancellations and other disruptions and nonpayment.
[added: To the extent we incur costs in excess of funds obligated on a contract or in advance of a contract] award or contract definitization, we are at risk of not being reimbursed for those costs unless and until additional funds are obligated under the contract or the contract is successfully awarded, definitized and funded, which could adversely affect our [removed: results of operations,] financial condition and [removed: cash flows.][added: results of operations.]
[removed: In addition, our ability to grow in key areas such as hypersonics programs, classified programs and next-generation franchise programs will be affected by the] overall budget environment and whether development programs transition to production and the timing of such transition, all of which are dependent on U.S. Government authorization and funding.
The F-35 program, which consists of multiple development, production and sustainment contracts, is our largest program and represented 26% of our total consolidated net sales in [removed: 2023.][added: 2024.]
Challenges and risks associated with this program include supplier performance, software development, definitizing and receiving funding for contracts on a timely basis, execution of future flight tests and findings resulting from testing and operating the aircraft, the level of cost associated with life cycle operations, sustainment and potential contractual obligations, inflation-related cost [removed: pressures and] [added: pressures,] the ability to improve [removed: affordability.][added: affordability, and potential competition from next-generation or other platforms.]
See also [removed: the] “Status of the F-35 Program” in [removed: Management] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the current program status and specific challenges and [removed: risks, including with respect to Technology Refresh 3 (TR-3) configuration development and deliveries.][added: risks.]
If a contract is terminated for default, the U.S. Government could make claims to reduce our recovery or recoup its procurement costs and could assess other special penalties, exposing us to liability and adversely affecting our ability to compete for future [added: contracts and orders.]
We operate in a highly competitive industry and our competitors may have more extensive or more [removed: specialized,] [added: specialized] engineering, technical, marketing and servicing capabilities than we do in certain areas.
We are facing increased competition from startups and non-traditional defense contractors, which may have a lower cost structure or be able to move [added: more] quickly in addition to being favored, in certain cases, by procurement policy.
The U.S. Government also may not award us large competitive contracts that we otherwise might have won in an effort to [removed: maintain] [added: strengthen] a broad industrial base.
U.S. Government procurement policies and procedures and the application thereof are regularly [removed: changing] [added: changing,] and such changes could adversely affect our profitability or the ability to win new business.
A reach-forward loss is when estimates of total costs to be incurred on a [removed: contract exceed total estimates of the transaction price.]
The technical complexity coupled with the fixed-price contract structure of certain of our ongoing development programs or new programs increases the risk that our costs will be greater than anticipated, resulting in reduced margins, operating profit, or reach-forward losses during the period of contract performance or upon contract award, all of which could be significant to our [removed: operating results, cash flows, or] financial [removed: condition.][added: condition and operating results.]
We are routinely subject to audit by our customers on government [removed: contracts] [added: contracts, including audits relating to our disclosed Cost Accounting Standards (CAS) rate structure or any changes to our CAS rate structure] and the results of those audits could have an adverse effect on our business, reputation and results of [removed: operations.][added: operations]
If an audit or investigation uncovers improper or illegal activities, we may be subject to civil or criminal penalties and administrative sanctions, including reductions of the value of contracts, contract modifications or terminations, forfeiture of profits, suspension of payments, [added: repayments,] penalties, fines or suspension or debarment from doing business with the U.S. Government.
[removed: Suspension] [added: Reductions in the value of contracts, contract modifications] or [added: terminations, forfeiture of profits, suspension of payments, repayments, penalties, and fines could have a material impact on financial condition and results of operations in any particular reporting period, and suspension or] debarment could have a material adverse effect on us because of our dependence on contracts with the U.S. Government.
For example, U.S. Government statutes and regulations impose restrictions [removed: in] [added: on] the sourcing of items from specified countries.
We also must comply with specific procurement requirements that can limit the number of eligible [removed: suppliers] [added: suppliers,] and a significant number of the components or supplies used are currently single or sole sourced.
Because the identification and qualification of new or additional suppliers can take an extended period of [removed: time,] [added: time and can result in additional cost,] issues with suppliers or trade actions that limit our ability to use certain suppliers, especially when single or sole sourced, can have an adverse impact on our business.
The future occurrence of non-compliant components in our 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 [removed: results of operations,] financial condition and [removed: cash flows.][added: results of operations.]
[added: Artificial intelligence technologies have rapidly developed and our business may be] adversely affected if we cannot successfully integrate the technology into our internal business processes and product and service offerings in a timely, cost-effective, compliant and responsible manner.
These commercial entities may not be accustomed to government contracting and may be unwilling to agree to the government’s customary terms, including with respect to intellectual property, liability and indemnification term, which may [removed: prevent or lessen the benefit of collaboration.]
If we fail in our development projects or if our new products or technologies fail to achieve customer acceptance or competitors develop more capable technologies or [removed: offerings,] [added: offerings or develop new technologies or offerings faster,] we may be unsuccessful in obtaining new contracts or winning all or a portion of next generation programs, including in key areas such as hypersonics and classified work, and this could adversely affect our future performance and financial results.
Geopolitical, macroeconomic and public health events and conditions could adversely affect our business, [removed: operating results,] financial condition and [removed: cash flows.][added: operating results.]
[removed: *Geopolitical.*] Our business is highly sensitive to geopolitical and security issues, including foreign policy actions taken by governments [removed: such,] [added: such] as tariffs, sanctions, embargoes, export and import [removed: controls] [added: controls,] and other trade restrictions, which can affect the demand [removed: for our products] [added: for,] and [removed: services, the] [added: our] ability to [removed: sell] [added: sell,] our products and services, [removed: and disrupt] [added: cause disruptions to] our supply chain, [removed: all of which] [added: and, ultimately,] could adversely affect our business.
Global conflicts, including Russia’s invasion of Ukraine, [added: conflicts in the Middle East, and heightened tensions in the Pacific region,] have significantly elevated global geopolitical tensions and security [removed: concerns.][added: concerns and resulted in increased demand for some of our products and services.]
[removed: The conflict has resulted in increased demand for some of our products and services; however,] [added: However,] if we are unable to increase production to meet demand [removed: on] [added: in] the timeframe expected by potential customers, whether [removed: it be from] [added: due to] supply constraints, government [removed: funding] [added: funding,] or otherwise, then we may lose sales opportunities as [removed: they] [added: those possible customers] seek alternatives, even less capable ones, that may be [removed: able to be] delivered more quickly.
[removed: The] [added: Conflicts in] Ukraine [removed: conflict also has] [added: and elsewhere have] increased the threat of malicious cyber activity from nation states and other actors.
In 2023, China also implemented broad-based export restrictions on certain minerals used in the [removed: production,] [added: production of,] among other things, [removed: of] semiconductors and missile [removed: systems.][added: systems; in 2024, China specifically banned export of certain minerals to the U.S. China may impose additional sanctions that could adversely affect Lockheed Martin, our suppliers, teammates and/or partners in the future.]
[removed: International] [added: Our international] sales also [removed: may] [added: could] be adversely affected by actions taken by the U.S. [removed: Government in] [added: Government, including] the exercise of foreign policy, Congressional oversight or the financing of particular programs, [removed: including the prevention] [added: that may prevent, restrict] or [removed: imposition of] [added: otherwise impose] conditions upon the sale and delivery of our products or the transfer of sensitive [removed: technology, the imposition of sanctions, or Congressional action to restrict sales of our products.][added: technology.]
For example, the U.S. Government has imposed certain sanctions on Türkish entities and persons, which has affected our ability to obtain certain U.S. export permits or authorizations necessary to perform under our existing contracts supporting the Türkish Utility Helicopter Program (TUHP), [added: and could impact] our work with Türkish industry and our opportunity for sales in Türkiye generally.
Our inability to perform [removed: under] [added: under, or compete for,] contracts with international customers [removed: as a result] [added: because] of actions taken by the U.S. Government has resulted and may in the future result in our inability to recover our [removed: costs and reach forward] [added: costs, incurrence of reach-forward] losses, claims and contract terminations by these customers and suppliers, [added: and limitations on our ability to pursue new business,] which could have an adverse effect on our operating results.
*Macroeconomic.* Heightened levels of inflation and the potential worsening of [removed: macro-economic] [added: macroeconomic] conditions, including slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates and currency fluctuations, present [removed: a risk] [added: risks] for us, our suppliers and the stability of the broader defense industrial base.
[added: If we are unable to successfully] mitigate the [removed: impact of inflation,] [added: impact,] our [added: future] profits, margins and cash flows, particularly for existing fixed-price contracts, may be adversely affected.
Although we believe defense spending is more resilient to adverse [removed: macro-economic] [added: macroeconomic] conditions than many other industrial sectors, our suppliers and other partners, many of which are more exposed to commercial markets or have fewer resources, may be adversely impacted to a more significant degree than we are by an economic [removed: downturn, which could affect their performance and adversely impact our operations.][added: downturn.]
[removed: In addition, macroeconomic conditions could cause budgetary] pressures for our government customers resulting in reductions or delays in spending, which could adversely impact our business.
*Public health.* We face a wide variety of risks related to public health crises, epidemics, pandemics or similar [removed: events, including COVID-19.][added: events.]
If a new health epidemic or outbreak were to occur, we could experience broad and varied [removed: impacts] [added: effects] similar to the impact of COVID-19, including adverse impacts to our workforce and supply chain, inflationary pressures and increased costs, schedule or production delays, market volatility and other financial [removed: impacts.][added: ramifications.]
In [removed: 2023,] [added: 2024,] 26% of our total net sales were [removed: from] [added: associated with] international customers.
In addition, our ability to grow in key areas such as hypersonics programs, classified programs and next-generation franchise programs will be affected by the
contract exceed total estimates of the transaction price.
These audits could result in unanticipated changes to contract prices and the amount and timing of payments, which could affect profitability and cash flows for any particular reporting period.
These changes could have a material impact on financial condition and results of operations in such period.
prevent or lessen the benefit of collaboration.
*Geopolitical*.
Changes in U.S. government and other nations’ administration and their associated shifts in policy and priorities could also impact our operations and market conditions.
Furthermore, the level of continuing demand and our ability to sell to customers to meet that demand is subject in part to changes in government policies and priorities.
Economic sanctions, export controls, and other trade restrictions, for instance those that the U.S. Government and other nations implemented against Russia in light of its invasion of Ukraine or those relating to the conflict in the Middle East, could directly and indirectly result in the disruption of our business and supply chain.
China has placed restrictions on and sanctioned our company and certain executives in connection with foreign military sales by the U.S. Government to Taiwan involving our products and services.
Such an impact could affect their performance and adversely impact our operations.
In addition, macroeconomic conditions could cause budgetary
The U.S. Government is pursuing aggressive positions on the acquisition of broad data and software packages as well as the scope and applicability of these rights once acquired.
Since the COVID-19 pandemic, we have implemented flexible work arrangements and a hybrid workforce model, where portions of our workforce work remotely while others are required to be on-site in our facilities depending on, among other things, the nature of the job performed, business needs, and evolving circumstances.
The improper conduct of our employees or others working on our
operations.
These increases or changes could have a material impact on financial condition and results of operations in such period.
For example, we are limited in the amount of insurance we
bids could result in costly changes to our operations or affect our competitiveness on future bids, or our ability to bid at all.
To the extent we incur costs in excess of funds obligated on a contract or in advance of a contract
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contracts and orders.
Artificial intelligence technologies have rapidly developed and our business may be
In addition, the U.S. Government and other nations have implemented broad economic sanctions and export controls targeting Russia, which, combined with the Ukraine conflict, has indirectly disrupted the global supply chain and increased pressures on certain resources.
China’s Ministry of Commerce announced in 2023 that it had added Lockheed Martin Corporation to its “unreliable entities list” in connection with certain foreign military sales by the U.S. Government to Taiwan involving our products and services, and that it would impose certain sanctions against us, including a fine equal to twice the value of the arms that we had sold to Taiwan since September 2020.
In addition, China prohibited our CEO, COO and CFO from traveling or working in China.
If China were to further restrict the export of certain materials, take further actions to enforce the existing sanctions on us or impose additional sanctions, or impose sanctions on our suppliers, teammates or partners, our business could be adversely affected.
If we are unable to successfully
exposing us to compliance risks of the joint venture, and impairing our ability to recover our investment.
The U.S. Government is pursuing aggressive positions regarding the types of intellectual property to which government use rights apply and when it is appropriate for the government to insist on broad use rights.
Workforce dynamics are constantly evolving.
If we do not manage changing workforce dynamics effectively, it could adversely affect our culture, reputation and operational flexibility.
Beginning with the COVID-19 pandemic, a significant portion of our workforce began working remotely and we expect a significant portion to continue working remotely under our hybrid workforce model.
If we are unable to effectively adapt to this hybrid work environment long term, then we may experience a less cohesive workforce, increased attrition, reduced program performance and less innovation.
Our customers, suppliers, subcontractors, joint venture partners and acquired entities face similar security threats and an incident at one of these entities could adversely impact our business.
We also may incur unanticipated
exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and liabilities.
Changes in government
An excerpt. Shown here: 40 of 85 rewritten, all 19 added and all 19 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
265 rewritten, 136 added, 116 removed, 359 unchanged
The MD&A generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results or Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022] [added: 2023] filed with the SEC on January [removed: 26, 2023.][added: 23, 2024.]
We are a global [removed: security and] aerospace [added: and defense] company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services.
In [removed: 2023,] [added: 2024,] 73% of our [removed: $67.6] [added: $71.0] billion in net sales were from the U.S. Government, either as a prime contractor or as a subcontractor (including [removed: 64%] [added: 65%] from the Department of Defense (DoD)), 26% were from international customers (including foreign military sales (FMS) contracted through the U.S. Government) and 1% were from U.S. commercial and other customers.
We operate in a complex and evolving global security [removed: environment.][added: environment and our business is affected by geopolitical and security issues.]
Our [removed: vision for] 21st Century [removed: Security] [added: Security® vision] is to accelerate the adoption of advanced networking and [added: other] leading-edge technologies into [removed: our national] [added: the American] defense enterprise, while enhancing the performance and value of our platforms and products for our customers.
The aim of 21st Century Security is to integrate [added: and continuously upgrade] new and existing systems across all domains with advanced, open-architecture networking and operational technologies [removed: to] [added: that] make defense forces more agile, adaptive and [removed: unpredictable.][added: unpredictable, enabling overmatch and strengthening deterrence today and into the future.]
We have [removed: multiple] [added: well established] programs [removed: of record from each] [added: across our] business [removed: segment] [added: segments] that [removed: are entering growth stages,] [added: continue to experience growth,] including [removed: the] F-35 sustainment activity (Aeronautics); increased Patriot Advanced Capability-3 (PAC-3) production rates and increased demand for High Mobility Artillery Rocket System (HIMARS®) and Guided Multiple Launch Rocket Systems (GMLRS) (Missiles and Fire Control); radar surveillance systems and CH-53K King Stallion heavy lift helicopter (Rotary and Mission Systems); and the modernization [added: of] and enhancements to the Trident II D5 Fleet Ballistic Missile (FBM) (Space).
Finally, we are always in pursuit of new program awards to develop future platforms that enable us to continue to [removed: place security capability into the market and expand] [added: strengthen] our [added: national defense and advance deterrence and] global [removed: reach.][added: security.]
[removed: Key] [added: Keys] to enabling success of our strategy [removed: is] [added: include] developing [added: and investing in] differentiating technologies, forging strategic partnerships, including with commercial companies, executing on our multi-year business transformation initiative to enhance our digital infrastructure and increase efficiencies and collaboration throughout our business and maintaining fiscal discipline.
With [removed: nearly] [added: approximately] three quarters of our 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.
The President’s [removed: Fiscal Year (FY) 2024] [added: FY 2025] budget request was submitted to Congress on March [removed: 9, 2023,] [added: 11, 2024,] initiating the FY [removed: 2024] [added: 2025] defense authorization and appropriations legislative process.
The request included [removed: $886] [added: $895] billion for National Defense, of which [removed: $842] [added: $850] billion is for the [removed: Department of Defense (DoD)] [added: DoD] base [removed: budget.][added: budget, in keeping with the limit established by the FRA.]
Supplemental funding legislation is not subject to the [removed: budget caps.][added: FRA limits.]
The House and Senate continue the legislative process on the FY [removed: 2024] [added: 2025] budget.
We anticipate the federal budget will continue to be subject to debate and compromise shaped by, among other things, [removed: heightened political tensions,] the [added: new Administration and Congress, the] global security environment, inflationary pressures, and macroeconomic conditions.
[added: Russia’s invasion of Ukraine, conflicts in the Middle East and heightened tension in the Pacific region have elevated global security concerns resulting in increased] interest for [removed: certain of] our products and services as countries seek to improve their security posture.
In addition, security assistance provided by the U.S. Government and its allies to Ukraine has [removed: created] [added: increased] U.S. Government and allied demand to replenish U.S. stockpiles, resulting in additional and potential future [removed: orders for our products,] [added: orders,] including for the ramp-up in production capacity for certain products.
We continue to work with the U.S. Government and our supply chain to evaluate increases in capacity at [removed: certain of] our operations to anticipate potential demand and enable us to deliver critical capabilities.
In addition, [removed: heightened] [added: elevated] levels of inflation and [removed: the potential worsening of macro-economic] [added: macroeconomic] conditions present risks for [removed: Lockheed Martin,] [added: us,] our suppliers and the stability of the broader defense industrial base.
Certain costs, including rising labor rates and supplier costs, [removed: on several of our programs] have increased as a result of inflation, and [removed: put pressure on achieving] [added: have adversely affected] our [removed: expected] margins on [removed: the] [added: certain] programs.
In addition, some suppliers are reducing the [removed: typical] duration of pricing validity [removed: in] [added: of] their proposals to [removed: us,] [added: us or seeking to reopen pricing on existing agreements,] which [removed: can be] [added: is] operationally challenging and [removed: increase] [added: increases] the risk of cost volatility.
If we [removed: continue to] experience [added: significant supply chain issues or] high rates of inflation, and [removed: we] are unable to successfully mitigate the impact, our future profits, margins and cash flows, particularly for existing fixed-price contracts, may be adversely affected.
Inflation and higher interest rates can also constrain the overall purchasing power of our customers for our products and services potentially impacting future [removed: orders.][added: orders, especially in a budget constrained environment.]
Our international business is conducted either by [removed: foreign military sales (FMS)] [added: FMS] contracted through the U.S. Government or by direct commercial sales (DCS) to international customers.
In [removed: 2023,] [added: 2024,] approximately [removed: 75%] [added: 73%] of our sales to international customers were FMS and about [removed: 25%] [added: 27%] were DCS.
Additionally, in [removed: 2023,] [added: 2024,] substantially all of our sales from international customers were in our Aeronautics, MFC and RMS business segments.
Space’s sales from international customers were not material in [removed: 2023.][added: 2024.]
In [removed: 2023,] [added: 2024,] international customers accounted for [removed: 33%] [added: 32%] of Aeronautics’ net sales.
There continues to be strong international interest in the F-35 program, which includes commitments from the U.S. Government and seven international partner countries and [removed: nine] [added: twelve] FMS customers, as well as expressions of interest from other countries.
[removed: Other areas of] international expansion at our Aeronautics business segment include the F-16 and C-130J programs, which continue to draw interest from international customers for new aircraft.
In [removed: 2023,] [added: 2024,] international customers accounted for [removed: 31%] [added: 29%] of MFC’s net sales.
[removed: Fifteen] [added: Seventeen] nations have chosen PAC-3 Cost Reduction Initiative (CRI) and PAC-3 Missile Segment Enhancement (MSE) to provide missile defense capabilities.
Additionally, we continue to see international demand for our tactical and strike missile products, where we received orders [added: from Poland] for precision [removed: fires] [added: fire] systems [removed: from Germany] and [removed: Taiwan and] for [removed: Long Range Anti-Ship Missiles (LRASM) from Australia.][added: Joint Air-to-Surface Standoff Missile (JASSM).]
In [removed: 2023,] [added: 2024,] international customers accounted for [removed: 31%] [added: 32%] of RMS’ net sales.
Our RMS business segment continues to experience international interest in the Aegis Ballistic Missile Defense System (Aegis) for which we perform activities in the development, production, modernization, ship integration, test and lifetime support for ships of international customers such as Japan, Spain, [added: the] Republic of Korea and Australia.
We have active development, production and sustainment support of the S-70 Black Hawk and MH-60 Seahawk helicopters to international customers, including India, Philippines, Australia, [added: the] Republic of Korea, Thailand, the Kingdom of Saudi Arabia and Greece.
Production of the aircraft is expected to continue for many years given the U.S. Government’s [removed: current inventory] objective of [added: procuring] 2,456 aircraft for the U.S. Air Force, U.S. Marine Corps, and U.S. [removed: Navy; commitments from our seven international partner countries and nine Foreign Military Sales (FMS) customers; as well as interest from other countries.][added: Navy.]
[removed: Since] [added: From] program inception through [removed: the end of 2023,] [added: December 31, 2024,] we [added: have] delivered [removed: 992] [added: 1,102] production F-35 [removed: aircraft to U.S. and international customers,] [added: aircraft,] including [removed: 710] [added: 797] F-35A variants, [removed: 197] [added: 203] F-35B [removed: variants,] [added: variants] and [removed: 85] [added: 102] F-35C variants, [added: and our backlog as of that date was 408 aircraft,] demonstrating the F-35 program’s continued progress and longevity.
[removed: Given the size and complexity of the] [added: The] F-35 [removed: program,] [added: program is significant and complex and] we [removed: anticipate that there will be continual reviews related to] [added: and our customers continually review] aircraft performance, [removed: program,] [added: program] and delivery schedule, [removed: cost,] [added: cost] and [added: supply chain issues, and] requirements as part of [added: our internal program management efforts and] the DoD, [removed: Congressional,] [added: Congressional] and international countries’ [removed: oversight,] [added: oversight] and budgeting processes.
21st Century Security guides our strategy and investments.
As our growth pillars continue to evolve, we are focusing on advancing all-domain mission solutions through investments in digital technologies such as Artificial Intelligence (AI)/Machine Learning (ML), Autonomy and Crewed/Uncrewed Teaming, Generative Design and other technologies and capabilities enabling Combined Joint All-Domain Command and Control (CJADC2).
Innovations in these areas will expand capability, improve interoperability, increase demand for our multi-domain solutions and drive efficient conversion of backlog into growth across our portfolio.
Additionally, our teams continue to transform our products and rapidly innovate for the future, developing 6th generation air dominance technologies within Skunk Works®, demonstrating autonomous capabilities with the X-62A (F-16) and optionally piloted BLACK HAWK®, creating new Joint All-Domain Operating systems with Defense of Guam and AIR 6500 in Australia, establishing small-to-medium satellite capabilities to support proliferated space constellations and advancing hypersonic capabilities.
On September 9, 2024, we completed the sale of our Commercial Engine Solutions (CES) business, which was part of our Aeronautics business segment.
We received $170 million in cash from the sale.
Gains recognized from the sale in 2024 were not significant.
The final gain is subject to certain post-closing adjustments, including final working capital, indemnification, and tax adjustments, which we expect to complete in 2025.
This sale did not represent a strategic shift and the impacts to our consolidated results of operation, financial position, and cash were not significant.
Accordingly, the operating results and cash flows for the CES business up to the divestiture date have not been reclassified to discontinued operations.
On October 30, 2024, we closed our acquisition of Terran Orbital Corporation (Terran Orbital) for a purchase consideration of $314 million, which will be included in our Space business segment.
Terran Orbital’s product and service offerings include satellite design, production, launch planning, mission operations, and on-orbit support for the aerospace and defense industries.
We believe this acquisition will enable us to broaden our capabilities and offerings, provide additional innovative solutions to meet our customers’ emerging requirements, and provide expanded opportunities for our combined employees.
The financial results of Terran Orbital have been included within our operating results in the period post-acquisition.
See Note 1 to the consolidated financial statements for further information regarding the acquisition of Terran Orbital.
On March 22, 2024, the President signed into law the second Fiscal Year (FY) 2024 Consolidated Appropriations package, which includes the DoD funding.
This legislation reflects the Fiscal Responsibility Act of 2023 (FRA) spending limit of $886 billion for National Defense, of which $842 billion was for the DoD base budget.
While compression on overall requirements driven by the FRA limit is evident, the Office of the Secretary of Defense has stated the FY 2025 budget proposal meets their objectives of keeping National Defense Strategy priorities on track.
On April 24, 2024, the President signed a bill providing a total of $95 billion in additional supplemental funding for Ukraine, Israel and Taiwan, including funding for the restock of U.S. munitions capacity.
The National Defense Authorization Act for Fiscal Year 2025, signed by the President on December 24, 2024, is consistent with the FY 2025 President’s Budget Request (PBR) and Congressionally mandated budget caps established by the FRA with a topline of $849.8 billion.
The House Appropriations Committee also marked its bill at this same level.
The Senate Appropriations Committee, however, did not adhere to the FRA spending caps and marked budgets above the PBR, providing between a $21 billion and $25 billion increase over the PBR level.
Regardless of toplines, all four Committees support additional funding for several of our programs, spread across our four business areas.
Congress still needs to approve or revise the President’s FY 2025 budget proposal through enactment of appropriations bills and other policy legislation, which would then require final approval from the President in order for the FY 2025 budget process to conclude.
A second Continuing Resolution (CR) for FY 2025 passed the House and Senate on December 20, 2024, and was signed by the President on December 21, 2024.
The bill funds U.S. Government operations through March 14, 2025.
In addition to the Continuing Resolution, the President also signed the Disaster Relief Supplemental Appropriations Act on December 21, 2024, which includes more than $100 billion in supplemental funding.
Of note, the final version of the bill did
not address the debt ceiling, which is set to expire mid-January 2025 and is expected to cause challenges at the start of the 119th Congressional negotiations.
Once the debt ceiling is reached, Treasury may have to use extraordinary measures to prevent default.
Treasury’s available cash and any extraordinary measures taken should delay the risk of default for at least several months after the end of the first quarter of 2025.
In the upcoming months, the new Congress will return to the task of funding the U.S. Government for the balance of FY 2025.
Significant differences that must be resolved include the different allocations as noted above and policy matters that arose during consideration of the CR and the underlying bills.
In this context, the U.S. Government, our largest customer, continues to align its budget with the defense priorities set forth in the 2022 National Defense Strategy.
We continue to expect additional orders over the next several years attributable to the global threat environment.
We operate primarily in a long-cycle business and the U.S. Government has been focused on increasing industry capacity to meet demand.
We continue to experience supply chain challenges, including supplier shortages and performance issues.
These issues have delayed certain customer deliveries, have been a limiting factor on our ability to ramp up production in response to customer demand for certain products and have caused out-of-sequence manufacturing, which increases costs and decreases operational efficiency.
We continue to work to mitigate challenges caused by the supply chain or current macroeconomic environment on our business, including by supporting small business and at-risk suppliers, deploying resources to work with our supply chain, securing materials and support by executing long-term contracts, enforcing existing contract terms, identifying alternative sources, collaborating with our customers to address industry-wide challenges, and optimizing our supply chain organization through digital transformation and workforce development.
Other areas of
Our strategy consists of the design and development of platforms and systems that meet the current needs of our customers and the future requirements of 21st Century Security.
Twenty-first Century Security is an overarching vision that guides our investment and strategy.
We are also focused on four elements for potential growth in the near to mid-term: current programs of record, classified programs, hypersonics and new awards.
We are engaged in significant classified development programs and pending successful achievement of the objectives within those programs, we expect to begin the transition from development to production over the next few years.
We are currently performing on multiple hypersonics programs and following the successful completion of ongoing testing and evaluation activity, multiple programs are expected to enter early production phases through 2026.
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On June 3, 2023, the President signed H.R. 3746 “The Fiscal Responsibility Act” (FRA) into law.
The legislation suspended the debt ceiling until January 1, 2025, and, among other provisions, capped national defense spending at $886 billion for FY 2024 (President’s Budget Request level) and $895 billion for FY 2025.
If a continuing resolution is enacted and still in effect and Congress does not pass all twelve defense and non-defense discretionary appropriations bills by April 30, 2024, the FRA will result in a decrease in government spending for FY 2024 by one percent from FY 2023 enacted levels.
On December 22, 2023, the President signed the FY 2024 National Defense Authorization Act (NDAA) into law.
The NDAA authorizes funding at the FRA cap of $886 billion for National Defense.
On January 19, 2024, the President signed a continuing resolution that extends funding of four appropriations bills to March 1, 2024 and the remaining eight to March 8, 2024.
This will provide Congress additional time to enact all twelve FY 2024 appropriations bills based on the overarching U.S. Government spending agreement reached by House and Senate leaders on January 7, 2024 which comports with the FRA cap of $886 billion for National Defense in FY 2024.
Overall, congressional sentiment remains strong for supporting the National Defense Strategy and defense spending.
However, the logistical and political challenges, especially in the U.S. House of Representatives, are complex and add funding risk.
Under the continuing resolution, funding at amounts consistent with appropriated levels for FY 2023 are available, subject to certain restrictions, but new contract and program starts are not authorized.
We expect our key programs will continue to be supported and funded under the continuing resolution.
However, during periods covered by continuing resolutions, we may experience delays in new awards of our products and services, and those delays may adversely affect our results of operations.
On October 20, 2023, the President submitted a $106 billion supplemental funding request to Congress for assistance to Ukraine, Israel and the Indo-Pacific; related U.S. restock of capacity transfers to Ukraine and Israel; and U.S. border security.
Congress has not yet acted on this request, which is part of the broader debate on FY 2024 U.S. Government funding and border security policy.
Supplemental and emergency funding are not subject to the FRA cap.
If enacted, this would provide a partial relief valve for DoD funding limits under the FRA or other limiting scenarios such as a prolonged continuing resolution.
If Congress is not able to enact FY 2024 appropriations bills or extend the continuing resolution, the U.S. Government will enter a whole or partial shutdown.
The impact of any government shutdown is uncertain.
However, if a government shutdown were to occur and were to continue for an extended period, we could be at risk of reduced orders, program cancellations, schedule delays, production halts and other disruptions and nonpayment, which could adversely affect our results of operations.
Further, if any one of the 12 appropriations bills is under a continuing resolution as of April 30, 2024, USG funding levels will reset to FY 2023 enacted levels minus 1% for the remainder of FY 2024 or until all 12 appropriations are enacted.
We operate in a complex and evolving global security environment and our business is affected by geopolitical issues.
Russia’s invasion of Ukraine significantly elevated global geopolitical tensions and security concerns resulting in increased
Although we received new orders in 2023 attributable to a response to the conflict and continue to expect to receive them over the next several years, given the long-cycle nature of our business and current industry capacity, the orders did not result in a significant increase in 2023 sales.
Supply chain disruptions persist, and we continue to experience supply chain challenges, including supplier shortages and performance issues, which have delayed certain customer deliveries and adversely impacted our performance and our 2023 financial results.
Although we continue working to minimize the impact of supply chain challenges, many of these challenges are industry wide or caused by geopolitical events that are outside of our control.
Additionally, in December 2021, the Israeli Ministry of Defense signed a Letter of Offer and Acceptance (LOA) to procure 12 CH-53K King Stallion heavy lift helicopters, with the first four awarded in 2022 and the remaining awarded in 2023.
We continue to see strong international demand for the F-35.
The Government of Canada announced in January 2023 its commitment to purchase 88 F-35 aircraft.
In February 2023, the Government of Singapore announced its intent to exercise an option to purchase an additional eight F-35 aircraft, increasing its total quantity to 12.
In September 2023, the Israel Defense Ministry submitted an official letter of request to advance Israel’s procurement of a third F-35 squadron, increasing its total quantity of aircraft from 50 to 75.
Also in September 2023, the U.S. Department of State formally approved the sale of up to 25 more F-35s to South Korea, beyond the currently approved purchase of 40 aircraft.
In November 2023, the Government of Romania submitted an official letter of request for a Letter of Offer and Acceptance to the U.S. Government for 32 F-35 aircraft.
During 2023, we delivered 98 aircraft and had a backlog of 373 aircraft.
Regarding the F-35 Technology Refresh 3 (TR-3) status, a second quarter 2024 customer acceptance of delivery software remains our target; however, we believe the third quarter 2024 may be a more likely scenario for TR-3 software acceptance.
An excerpt. Shown here: 40 of 265 rewritten, 40 of 136 added and 40 of 116 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
9 rewritten, 0 added, 1 removed, 29 unchanged
Our main [removed: exposure] [added: exposures] to market risk [removed: relates] [added: relate] to interest rates, foreign currency exchange rates and market prices on certain equity securities.
The estimated fair value of our outstanding debt was [removed: $18.5] [added: $20.2] billion at December 31, [removed: 2023] [added: 2024] and the outstanding principal amount of debt, including short-term and long-term debt, was [removed: $18.7] [added: $21.6] billion, excluding unamortized discounts and issuance costs of $1.3 billion.
A 10% change in the level of interest rates would not have a material impact on the fair value of our outstanding debt at December 31, [removed: 2023.][added: 2024.]
The aggregate notional amount of our outstanding interest rate swaps was $1.3 billion at both December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
The aggregate notional amount of our outstanding foreign currency hedges at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] was [removed: $6.5] [added: $7.5] billion and [removed: $7.3] [added: $6.5] billion.
At December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the net fair value of our derivative instruments was not material (see “Note 15 – Fair Value Measurements” included in our Notes to Consolidated Financial Statements).
Additionally, as we enter into foreign currency contracts to hedge foreign currency exposure on underlying [removed: transactions] [added: transactions,] we believe that any movement on our foreign currency contracts would be offset by movement on the underlying transactions and, therefore, when taken together do not create material risk.
As of December 31, [removed: 2023,] [added: 2024,] investments in the trust totaled $1.8 billion and are reflected at fair value on our consolidated balance sheet in other noncurrent assets.
Both the change in the fair value of the trust and the change in the value of the liabilities are recognized on our consolidated statements of earnings in other unallocated, net and were not material for the year ended December 31, [removed: 2023.][added: 2024.]
[Table of Contents](#i4dd86b83b2af4001a0e0d2126a63bade_7)[](#i4dd86b83b2af4001a0e0d2126a63bade_7)
Item 1. Business
49 rewritten, 12 added, 37 removed, 153 unchanged
We are a global [removed: security and] aerospace [added: and defense] company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services.
Our [removed: vision for] 21st Century [removed: Security] [added: Security® vision] is to accelerate the adoption of advanced networking and [added: other] leading-edge technologies into [removed: our national] [added: the American] defense enterprise, while enhancing the performance and value of our platforms and products for our customers.
The aim of 21st Century Security is to integrate [added: and continuously upgrade] new and existing systems across all domains with advanced, open-architecture networking and operational technologies [removed: to] [added: that] make defense forces more agile, adaptive and [removed: unpredictable.][added: unpredictable, enabling overmatch and strengthening deterrence today and into the future.]
We have [removed: multiple] [added: well established] programs [removed: of record from each] [added: across our] business [removed: segment] [added: segments] that [removed: are entering growth stages,] [added: continue to experience growth,] including [removed: the] F-35 sustainment activity (Aeronautics); increased Patriot Advanced Capability-3 (PAC-3) production rates and increased demand for High Mobility Artillery Rocket System (HIMARS®) and Guided Multiple Launch Rocket Systems (GMLRS) (Missiles and Fire Control); radar surveillance systems and CH-53K King Stallion heavy lift helicopter (Rotary and Mission Systems); and the modernization [added: of] and enhancements to the Trident II D5 Fleet Ballistic Missile (FBM) (Space).
Finally, we are always in pursuit of new program awards to develop future platforms that enable us to continue to [removed: place security capability into the market and expand] [added: strengthen] our [added: national defense and advance deterrence and] global [removed: reach.][added: security.]
[removed: Key] [added: Keys] to enabling success of our strategy [removed: is] [added: include] developing [added: and investing in] differentiating technologies, forging strategic partnerships, including with commercial companies, executing on our multi-year business transformation initiative to enhance our digital infrastructure and increase efficiencies and collaboration throughout our business and maintaining fiscal discipline.
- F-35 Lightning II [removed: -] [added: –] international multi-role, multi-variant, fifth generation stealth [removed: fighter;][added: fighter.]
- C-130 Hercules [removed: -] [added: –] international tactical [removed: airlifter;][added: airlifter.]
- F-16 Fighting Falcon [removed: -] [added: –] combat-proven, international multi-role [removed: fighter; and][added: fighter.]
- F-22 Raptor [removed: -] [added: –] air dominance and multi-role fifth generation stealth fighter.
The F-35 program is our largest program, generating 26% of our total consolidated net sales, as well as [removed: 64%] [added: 65%] of Aeronautics’ net sales in [removed: 2023.][added: 2024.]
[added: Sustainment provides logistics] and training support for the aircraft delivered to F-35 customers.
MFC provides air and missile defense systems; tactical missiles and [removed: air-to-ground] precision strike weapon systems; logistics; fire control systems; mission operations support, readiness, engineering support and integration services; [removed: manned and unmanned] ground vehicles; and energy management solutions.
RMS designs, manufactures, services and supports various military and commercial helicopters, [removed: surface ships, sea] [added: sea-] and land-based missile defense systems, radar systems, laser systems, [removed: sea] [added: sea-] and air-based mission and combat systems, command and control mission solutions, cyber solutions, [removed: and] simulation and training [removed: solutions.][added: solutions, and services and supports surface ships.]
- Sikorsky helicopter programs such as those related to the [removed: BLACK HAWK®,] [added: Black Hawk,] Seahawk® and CH-53K King Stallion heavy lift [removed: helicopters] [added: helicopters,] which are in service with U.S. and foreign governments, the Combat Rescue Helicopter (CRH) utilized by the [removed: U.S. Air Force, and the VH-92A helicopter for the U.S. Marine One transport mission.]
- Integrated warfare systems and sensors (IWSS) programs such as Aegis Combat System (Aegis) programs that serve as an air and missile defense system for the U.S. Navy and international customers and [removed: is] [added: are] also a sea and land-based element of the U.S. missile defense system, and the Littoral Combat Ship [removed: (LCS) and] [added: (LCS),] Multi-Mission Surface Combatant [removed: (MMSC)][added: (MMSC), and Canadian Surface Combatant (CSC) programs to provide surface combatant ships for the U.S. Navy and international customers that are designed to operate in shallow waters and the open ocean.]
- The Transport Layer [removed: program, a] [added: programs,] small satellite [removed: program designed] [added: capabilities] to support [removed: resilient] [added: proliferated] space [added: constellations and early warning] communications for the Space Development Agency.
We conduct research and development (R&D) activities using our own funds (referred to as company-funded [removed: R&D] or independent [removed: research and development] [added: R&D] (IR&D)) and under contractual arrangements with our customers (referred to as customer-funded R&D) to enhance existing products and services and to develop future technologies.
Other important materials and components, on which certain of our products rely, include aluminum, titanium, [added: specialty steel,] carbon fiber and advanced microelectronics, such as semiconductors.
We rely on other companies to provide materials, components and products and to perform a portion of [added: the services that are provided to our customers under the terms of most of our contracts.]
Although long-term agreements have historically helped enable a continued supply of these materials, [removed: the lingering effects of the COVID-19 pandemic,] supply chain challenges, supplier disputes, regulatory restrictions, and inflationary pressures have caused certain parts’ shortages, extended lead times and pricing escalations affecting certain sources of supply.
[removed: We continue working to minimize the impact of supply chain challenges on us but] [added: However,] many of the challenges are industry wide or caused by geopolitical events and general economic conditions that are outside of our control.
These dynamics are expected to continue in [removed: 2024.][added: 2025.]
Human [removed: Capital Resources][added: Capital]
As of December 31, [removed: 2023,] [added: 2024,] we had a highly skilled workforce made up of approximately [removed: 122,000] [added: 121,000] employees, including approximately [removed: 65,000] [added: 70,000] engineers, scientists and information technology professionals.
As of December 31, [removed: 2023,] [added: 2024,] approximately 93% of our workforce was located in the U.S. and approximately 19% of our employees were covered by collective bargaining agreements with various unions.
This has continued to be the case in [removed: 2023.][added: 2024.]
During [removed: the 2022-2023 academic year,] [added: 2024,] we hired [removed: a record 6,000] [added: nearly 9,200 employees and we hired 3,900] college hires and [removed: interns.][added: interns during the 2023-24 academic year.]
[removed: Critical] [added: Employee satisfaction is essential] to attracting and retaining top [removed: talent is employee satisfaction,] [added: talent,] and we regularly conduct employee engagement surveys to gauge employee satisfaction and to understand the effectiveness of our people strategy and assess [removed: employee’s] [added: employees’] intent to stay.
We have a hybrid workforce model that [removed: encourages] [added: enables] flexible working arrangements for employees and teams who can meet our customer commitments remotely, which has helped recruit and retain talent.
We believe this employee development makes us more competitive and [removed: also] assists with leadership succession planning throughout the [removed: corporation.][added: company.]
Through our safety and health program we seek to optimize our operations with targeted safety, health and wellness opportunities designed to provide safe work [removed: conditions,] [added: conditions] and a healthy work environment, promote workforce resiliency and enhance business value.
For information on the risks related to our human capital resources, see Item 1A [removed: -] [added: –] Risk Factors.
We compete with many different companies [removed: in] [added: both within and outside of] the defense and aerospace industry.
We often collaborate with our competitors through teaming arrangements in efforts to provide our customers with the best mix of capabilities to address specific [removed: requirements.][added: requirements, such as our recently announced strategic teaming agreement with General Dynamics to produce solid rocket motors, enhancing security and resilience in a critical domestic supply chain.]
It is common for international customers to require contractors to comply with their industrial cooperation regulations, sometimes referred to as offset requirements, and we have entered into foreign offset agreements as part of securing [added: some international business.]
For more information concerning our international business, see “International Business” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 1A [removed: -] [added: –] Risk Factors.
For more information regarding the U.S. Government’s and other governments’ right to terminate our contracts and the risks of doing work internationally, see Item 1A [removed: -] [added: –] Risk Factors.
For more information regarding government contracting laws and regulations, see Item 1A [removed: -] [added: –] Risk Factors as well as “Critical Accounting Policies [removed: -] [added: –] Contract Accounting / Sales Recognition” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
However, under certain classified [removed: fixed price] [added: fixed-price] development and production contracts, we are unable to insure risk of loss to government property because of the classified nature of the contracts and the inability to disclose classified information necessary for underwriting and claims to commercial insurers.
21st Century Security guides our strategy and investments.
As our growth pillars continue to evolve, we are focusing on advancing all-domain mission solutions through investments in digital technologies such as Artificial Intelligence (AI)/Machine Learning (ML), Autonomy and Crewed/Uncrewed Teaming, Generative Design and other technologies and capabilities enabling Combined Joint All-Domain Command and Control (CJADC2).
Innovations in these areas will expand capability, improve interoperability, increase demand for our multi-domain solutions and drive efficient conversion of backlog into growth across our portfolio.
Additionally, our teams continue to transform our products and rapidly innovate for the future, developing 6th generation air dominance technologies within Skunk Works®, demonstrating autonomous capabilities with the X-62A (F-16) and optionally piloted BLACK HAWK®, creating new Joint All-Domain Operating systems with Defense of Guam and AIR 6500 in Australia, establishing small-to-medium satellite capabilities to support proliferated space constellations and advancing hypersonic capabilities.
U.S. Air Force, and the VH-92A helicopter for the U.S. Marine One transport mission, Presidential helicopter, of which we made the final aircraft delivery under the program in 2024.
We are working with U.S. Government, customers and suppliers on phase-in of regulatory requirements for transitioning the supply chains for rare earth minerals and magnets to secure and compliant sources.
The current availability of sources of supply meeting regulatory requirements and the ability to ensure compliance down to the mining level within the timeframes required by the regulations are challenges we continue to work with our multi-tier supplier base.
At the same time, we are focused on minimizing the impact of these supply chain challenges on our programs.
Our human capital management strategy, which we refer to as our people strategy, tightly aligns to our business needs and technology strategy and focused in 2024 on continuing to accelerate the transformation of our technology for workforce management through investments in upgraded systems and processes, increasing our ability to meet the quickly changing needs of our business, and maintaining a working environment and culture that is supportive of all employees and reflects our core value of “Respect Others.” We structure our people strategy and its implementation to comply with the laws and regulations to which we are subject as a federal government contractor.
We seek to access the broadest possible pool of talent to enable us to meet our hiring needs, and we work to expand Lockheed Martin’s brand awareness and positioning as a best place to work.
In addition to efforts focused on recruitment and retention, we also monitor employee attrition across our employee population and take action based on the insights we gain from that monitoring process.
For more information on the risks related to new technologies, see Item 1A - Risk Factors.
We operate in a complex and evolving global security environment.
Our strategy consists of the design and development of platforms and systems that meet the current needs of our customers and the future requirements of 21st Century Security.
Twenty-first Century Security is an overarching vision that guides our investment and strategy.
We are also focused on four elements for potential growth in the near to mid-term: current programs of record, classified programs, hypersonics and new awards.
We are engaged in significant classified development programs and pending successful achievement of the objectives within those programs, we expect to begin the transition from development to production over the next few years.
We are currently performing on multiple hypersonics programs and following the successful completion of ongoing testing and evaluation activity, multiple programs are expected to enter early production phases through 2026.
Sustainment provides logistics
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programs to provide surface combatant ships for the U.S. Navy and international customers that are designed to operate in shallow waters and the open ocean.
the services that are provided to our customers under the terms of most of our contracts.
Our human capital management strategy, which we refer to as our people strategy, is tightly aligned with our business needs and technology strategy.
During 2023, our human capital efforts were focused on continuing to accelerate the transformation of our technology for workforce management through investments in upgraded systems and processes.
We also focused on increasing our ability to meet the quickly changing needs of the business, all while maintaining a respectful, supportive and inclusive working environment and culture.
We use a variety of human capital measures in managing our business, including: workforce demographics and metrics in relation to representation, attrition, hiring, promotions and leadership; and talent management metrics, including retention rates of top talent.
Workforce Demographics
Diversity and Inclusion
Diversity and inclusion is a business imperative for us, as we believe that it is key to our future success.
We have focused our diversity and inclusion initiatives on employee recruitment, including active engagement and outreach with minority-serving institutions, employee training and development, such as efforts focused on expanding the diverse talent pipeline, and employee engagement, including through participation in our Business Resource Groups.
Our Business Resource Groups are voluntary, employee-led groups that are open to all employees while being aligned to demographic categories that we annually report on to the U.S. Government, including race/ethnicity, gender, disability and veteran status.
The categories have been expanded to gain a deeper understanding of our workforce to include military service, sexual-orientation and gender identity which are not part of our annual government submission.
The Business Resource Groups foster a diverse and inclusive workplace aligned with our organizational mission, values, goals and business practices and drive awareness and change within our organization.
Through these and other focused efforts, including workforce availability, we have improved the diversity of our overall U.S. workforce and within leadership positions, specifically in the representation of women, people of color and people with disabilities.
Additionally, veteran representation in our workforce remains outstanding, at almost four times the current annual national percentage of veterans in the civilian workforce.
Employee Profile (as of December 31, 2023):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Women(a) | | | | | | People of Color(a) | | | | | | Veterans(a) | | | | | | People with Disabilities(a) | | |
| Overall | | | | | | 23% | | | | | | 32% | | | | | | 21% | | | | | | 12% | | |
| Executives(b) | | | | | | 25% | | | | | | 17% | | | | | | 21% | | | | | | 13% | | |
(a)Based on employees who self-identify.
Includes only U.S. employees and expatriates except for data relating to women, which also includes local country nationals.
Excludes casual workers, interns/co-ops and employees of certain subsidiaries and joint ventures.
(b)Executive is defined as director-level (one level below vice president) or higher.
Talent Acquisition, Retention and Development
During 2023, we hired nearly 15,000 employees.
In addition to efforts focused on recruitment, we also monitor employee attrition across a broad array of categories and segments of the population, including with respect to diversity and top talent.
some international business.
An excerpt. Shown here: 40 of 49 rewritten, all 12 added and all 37 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 4 removed, 7 unchanged
For information regarding the matters discussed above, including current estimates of the amounts that we believe are required for remediation or clean-up to the extent estimable, see “Critical Accounting Policies - Environmental Matters” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 14 – Legal Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial [removed: Statements.][added: Statements, which are incorporated herein by reference.]
ITEM 4.
Mine Safety Disclosures
Not applicable.
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Cover and table of contents
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For the fiscal year ended December 31, [removed: 2023][added: 2024]
The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant computed by reference to the last sales price of such stock, as of the last business day of the registrant’s most recently completed second fiscal quarter, which was June [removed: 23, 2023,] [added: 28, 2024,] was approximately [removed: $115.2] [added: $110.8] billion.
There were [removed: 241,643,304] [added: 235,385,902] shares of our common stock, $1 par value per share, outstanding as of January [removed: 19, 2024.][added: 23, 2025.]
Portions of Lockheed Martin Corporation’s [removed: 2024] [added: 2025] Definitive Proxy Statement are incorporated by reference into Part III of this Form 10‑K.
The [removed: 2024] [added: 2025] Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
For the Year Ended December 31, [removed: 2023][added: 2024]
| ITEM 1. | | | [removed: [Business](#i4dd86b83b2af4001a0e0d2126a63bade_13)] [added: [Business](#i2cf70e383d544adc91c1e4046733af99_13)] | | | [removed: [3](#i4dd86b83b2af4001a0e0d2126a63bade_13)] [added: [3](#i2cf70e383d544adc91c1e4046733af99_13)] | | |
| ITEM 1A. | | | [Risk [removed: Factors](#i4dd86b83b2af4001a0e0d2126a63bade_19)] [added: Factors](#i2cf70e383d544adc91c1e4046733af99_16)] | | | [removed: [10](#i4dd86b83b2af4001a0e0d2126a63bade_19)] [added: [10](#i2cf70e383d544adc91c1e4046733af99_16)] | | |
| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i4dd86b83b2af4001a0e0d2126a63bade_22)] [added: Comments](#i2cf70e383d544adc91c1e4046733af99_19)] | | | [removed: [22](#i4dd86b83b2af4001a0e0d2126a63bade_22)] [added: [22](#i2cf70e383d544adc91c1e4046733af99_19)] | | |
| ITEM 1C. | | | [removed: [Cybersecurity](#i4dd86b83b2af4001a0e0d2126a63bade_1549)] [added: [Cybersecurity](#i2cf70e383d544adc91c1e4046733af99_22)] | | | [removed: [22](#i4dd86b83b2af4001a0e0d2126a63bade_1549)] [added: [22](#i2cf70e383d544adc91c1e4046733af99_22)] | | |
| ITEM 2. | | | [removed: [Properties](#i4dd86b83b2af4001a0e0d2126a63bade_25)] [added: [Properties](#i2cf70e383d544adc91c1e4046733af99_25)] | | | [removed: [24](#i4dd86b83b2af4001a0e0d2126a63bade_25)] [added: [24](#i2cf70e383d544adc91c1e4046733af99_25)] | | |
| ITEM 3. | | | [Legal [removed: Proceedings](#i4dd86b83b2af4001a0e0d2126a63bade_28)] [added: Proceedings](#i2cf70e383d544adc91c1e4046733af99_28)] | | | [removed: [24](#i4dd86b83b2af4001a0e0d2126a63bade_28)] [added: [24](#i2cf70e383d544adc91c1e4046733af99_28)] | | |
| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i4dd86b83b2af4001a0e0d2126a63bade_31)] [added: Disclosures](#i2cf70e383d544adc91c1e4046733af99_31)] | | | [removed: [24](#i4dd86b83b2af4001a0e0d2126a63bade_31)] [added: [24](#i2cf70e383d544adc91c1e4046733af99_31)] | | |
| [removed: ITEM 4(a).] | | | [Information about our Executive [removed: Officers](#i4dd86b83b2af4001a0e0d2126a63bade_34)] [added: Officers](#i2cf70e383d544adc91c1e4046733af99_34)] | | | [removed: [25](#i4dd86b83b2af4001a0e0d2126a63bade_34)] [added: [25](#i2cf70e383d544adc91c1e4046733af99_34)] | | |
| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4dd86b83b2af4001a0e0d2126a63bade_40)] [added: Securities](#i2cf70e383d544adc91c1e4046733af99_40)] | | | [removed: [27](#i4dd86b83b2af4001a0e0d2126a63bade_40)] [added: [27](#i2cf70e383d544adc91c1e4046733af99_40)] | | |
| ITEM 6. | | | [removed: [\[Reserved\]](#i4dd86b83b2af4001a0e0d2126a63bade_43)] [added: [\[Reserved\]](#i2cf70e383d544adc91c1e4046733af99_43)] | | | [removed: [28](#i4dd86b83b2af4001a0e0d2126a63bade_43)] [added: [28](#i2cf70e383d544adc91c1e4046733af99_43)] | | |
| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4dd86b83b2af4001a0e0d2126a63bade_46)] [added: Operations](#i2cf70e383d544adc91c1e4046733af99_46)] | | | [removed: [29](#i4dd86b83b2af4001a0e0d2126a63bade_46)] [added: [29](#i2cf70e383d544adc91c1e4046733af99_46)] | | |
| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4dd86b83b2af4001a0e0d2126a63bade_70)] [added: Risk](#i2cf70e383d544adc91c1e4046733af99_67)] | | | [removed: [52](#i4dd86b83b2af4001a0e0d2126a63bade_70)] [added: [52](#i2cf70e383d544adc91c1e4046733af99_67)] | | |
| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i4dd86b83b2af4001a0e0d2126a63bade_73)] [added: Data](#i2cf70e383d544adc91c1e4046733af99_70)] | | | [removed: [53](#i4dd86b83b2af4001a0e0d2126a63bade_73)] [added: [53](#i2cf70e383d544adc91c1e4046733af99_70)] | | |
| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4dd86b83b2af4001a0e0d2126a63bade_151)] [added: Disclosure](#i2cf70e383d544adc91c1e4046733af99_139)] | | | [removed: [97](#i4dd86b83b2af4001a0e0d2126a63bade_151)] [added: [98](#i2cf70e383d544adc91c1e4046733af99_139)] | | |
| ITEM 9A. | | | [Controls and [removed: Procedures](#i4dd86b83b2af4001a0e0d2126a63bade_154)] [added: Procedures](#i2cf70e383d544adc91c1e4046733af99_142)] | | | [removed: [97](#i4dd86b83b2af4001a0e0d2126a63bade_154)] [added: [98](#i2cf70e383d544adc91c1e4046733af99_142)] | | |
| ITEM 9B. | | | [Other [removed: Information](#i4dd86b83b2af4001a0e0d2126a63bade_160)] [added: Information](#i2cf70e383d544adc91c1e4046733af99_148)] | | | [removed: [99](#i4dd86b83b2af4001a0e0d2126a63bade_160)] [added: [100](#i2cf70e383d544adc91c1e4046733af99_148)] | | |
| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4dd86b83b2af4001a0e0d2126a63bade_163)] [added: Inspections](#i2cf70e383d544adc91c1e4046733af99_151)] | | | [removed: [99](#i4dd86b83b2af4001a0e0d2126a63bade_163)] [added: [100](#i2cf70e383d544adc91c1e4046733af99_151)] | | |
| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4dd86b83b2af4001a0e0d2126a63bade_169)] [added: Governance](#i2cf70e383d544adc91c1e4046733af99_157)] | | | [removed: [99](#i4dd86b83b2af4001a0e0d2126a63bade_169)] [added: [100](#i2cf70e383d544adc91c1e4046733af99_157)] | | |
| ITEM 11. | | | [Executive [removed: Compensation](#i4dd86b83b2af4001a0e0d2126a63bade_172)] [added: Compensation](#i2cf70e383d544adc91c1e4046733af99_160)] | | | [removed: [99](#i4dd86b83b2af4001a0e0d2126a63bade_172)] [added: [100](#i2cf70e383d544adc91c1e4046733af99_160)] | | |
| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4dd86b83b2af4001a0e0d2126a63bade_175)] [added: Matters](#i2cf70e383d544adc91c1e4046733af99_163)] | | | [removed: [100](#i4dd86b83b2af4001a0e0d2126a63bade_175)] [added: [101](#i2cf70e383d544adc91c1e4046733af99_163)] | | |
| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4dd86b83b2af4001a0e0d2126a63bade_178)] [added: Independence](#i2cf70e383d544adc91c1e4046733af99_166)] | | | [removed: [100](#i4dd86b83b2af4001a0e0d2126a63bade_178)] [added: [101](#i2cf70e383d544adc91c1e4046733af99_166)] | | |
| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#i4dd86b83b2af4001a0e0d2126a63bade_181)] [added: Services](#i2cf70e383d544adc91c1e4046733af99_169)] | | | [removed: [100](#i4dd86b83b2af4001a0e0d2126a63bade_181)] [added: [101](#i2cf70e383d544adc91c1e4046733af99_169)] | | |
| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i4dd86b83b2af4001a0e0d2126a63bade_187)] [added: Schedules](#i2cf70e383d544adc91c1e4046733af99_175)] | | | [removed: [101](#i4dd86b83b2af4001a0e0d2126a63bade_187)] [added: [102](#i2cf70e383d544adc91c1e4046733af99_175)] | | |
| ITEM 16. | | | [Form 10-K [removed: Summary](#i4dd86b83b2af4001a0e0d2126a63bade_190)] [added: Summary](#i2cf70e383d544adc91c1e4046733af99_178)] | | | [removed: [104](#i4dd86b83b2af4001a0e0d2126a63bade_190)] [added: [105](#i2cf70e383d544adc91c1e4046733af99_178)] | | |
| [SIGNATURES](#i2cf70e383d544adc91c1e4046733af99_181) | | | | | | [106](#i2cf70e383d544adc91c1e4046733af99_181) | | |
[Table of Contents](#i4dd86b83b2af4001a0e0d2126a63bade_7)[](#i4dd86b83b2af4001a0e0d2126a63bade_7)
| [SIGNATURES](#i4dd86b83b2af4001a0e0d2126a63bade_193) | | | | | | [105](#i4dd86b83b2af4001a0e0d2126a63bade_193) | | |
Item 1C. Cybersecurity
11 rewritten, 4 added, 2 removed, 32 unchanged
As an aerospace and defense company, we face a multitude of cybersecurity threats that range from attacks common to most industries, such as ransomware and denial-of-service, to attacks from more advanced and persistent, highly organized adversaries, including nation state actors, [removed: that] [added: some of which] target the defense industrial base and other critical infrastructure sectors.
These cybersecurity threats and related risks make it imperative that we [removed: are] [added: strive to be] a leader in the information security field, and we expend considerable resources on cybersecurity.
The Classified Business and Security Committee of the Board of Directors is briefed by senior leadership, as appropriate, on the [added: cybersecurity of classified programs and the security of our classified business supply chain.]
In the event of an incident, we intend to follow our detailed incident response playbook, which outlines the steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas [removed: (e.g.] [added: (e.g.,] legal), as well as senior [removed: leadership and] [added: leadership,] the Board, [added: and regulators,] as appropriate.
[removed: The] [added: Our] corporate information security organization has implemented a governance structure and processes to assess, identify, manage and report cybersecurity risks.
We also have a corporate-wide counterintelligence and insider threat detection program to proactively identify external and internal [removed: threats,] [added: threats] and mitigate those threats in a timely manner.
We have implemented cybersecurity policies and frameworks based on industry and governmental [removed: standards to align closely with DoD requirements, instructions and guidance.]
We believe we are well positioned to meet the requirements of the CMMC and are preparing for [removed: certification once the requirements are effective.][added: certification.]
The ERM process’s annual risk assessment [removed: is] [added: and relevant mitigations are] presented to the Board of Directors.
We rely heavily on our supply chain to deliver our products and services to our customers, and a cybersecurity incident at a supplier, [removed: subcontractor or] [added: subcontractor,] joint venture [removed: partner] [added: partner, or service provider] could materially adversely impact us.
[removed: While Lockheed Martin maintains cybersecurity] insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.
Risk Management and Strategy
standards to align closely with DoD requirements, instructions and guidance.
Governance
While Lockheed Martin maintains cybersecurity
[Table of Contents](#i4dd86b83b2af4001a0e0d2126a63bade_7)[](#i4dd86b83b2af4001a0e0d2126a63bade_7)
cybersecurity of classified programs and the security of our classified business supply chain.
Item 2. Properties
10 rewritten, 3 added, 3 removed, 7 unchanged
At December 31, [removed: 2023,] [added: 2024,] we owned or leased building space (including offices, manufacturing plants, warehouses, service centers, laboratories and other facilities) at [removed: 335] [added: 356] locations primarily in the U.S. Additionally, we manage or occupy 9 government-owned facilities under lease and other arrangements.
At December 31, [removed: 2023,] [added: 2024,] we had significant operations in the following locations:
- [removed: Aeronautics] [added: Aeronautics] - Palmdale, California; Marietta, Georgia; Greenville, South Carolina; and Fort Worth, Texas.
- [removed: Missiles] [added: Missiles] and Fire Control \- Camden, Arkansas; Ocala and Orlando, Florida; Lexington, Kentucky; and Grand Prairie, [removed: Texas.][added: Texas]
- [removed: Rotary] [added: Rotary] and Mission Systems \- Stratford, Connecticut; Orlando, Florida; Moorestown/Mt.
- [removed: Space] [added: Space] \- Huntsville, Alabama; Sunnyvale, California; Denver, Colorado; Cape Canaveral, Florida; and Valley Forge, Pennsylvania.
The following is a summary of our square feet of floor space owned, leased, or utilized by business segment at December 31, [removed: 2023] [added: 2024] (in millions):
| Missiles and Fire Control | | | | | | 7.8 | | | | | | | | | [removed: 2.6] [added: 2.5] | | | | | | | | | 2.0 | | | | | | | | | [removed: 12.4] [added: 12.3] | | | | | |
| Rotary and Mission Systems | | | | | | [removed: 10.8] [added: 10.7] | | | | | | | | | [removed: 4.7] [added: 4.9] | | | | | | | | | 0.2 | | | | | | | | | [removed: 15.7] [added: 15.8] | | | | | |
| Corporate activities | | | | | | [removed: 2.4] [added: 2.5] | | | | | | | | | 0.9 | | | | | | | | | — | | | | | | | | | [removed: 3.3] [added: 3.4] | | | | | |
| Aeronautics | | | | | | 5.1 | | | | | | | | | 3.2 | | | | | | | | | 14.7 | | | | | | | | | 23.0 | | | | | |
| Space | | | | | | 9.5 | | | | | | | | | 3.2 | | | | | | | | | 0.1 | | | | | | | | | 12.8 | | | | | |
| Total | | | | | | 35.6 | | | | | | | | | 14.7 | | | | | | | | | 17.0 | | | | | | | | | 67.3 | | | | | |
| Aeronautics | | | | | | 5.5 | | | | | | | | | 3.0 | | | | | | | | | 14.8 | | | | | | | | | 23.3 | | | | | |
| Space | | | | | | 9.3 | | | | | | | | | 3.0 | | | | | | | | | 0.1 | | | | | | | | | 12.4 | | | | | |
| Total | | | | | | 35.8 | | | | | | | | | 14.2 | | | | | | | | | 17.1 | | | | | | | | | 67.1 | | | | | |
Item 4. Mine Safety Disclosures
29 rewritten, 5 added, 8 removed, 17 unchanged
Our executive officers as of January [removed: 23, 2024] [added: 28, 2025] are listed below, with their ages on that date, positions and offices currently held, and principal occupation and business experience during at least the last five years.
Cahill (age [removed: 58), Executive Vice] [added: 59),] President – Missiles and Fire Control
Mr. Cahill has served as [removed: Executive Vice] President for the Missiles and Fire Control (MFC) business [removed: segment,] [added: segment] since November 2022.
Mr. Cahill previously served as Senior Vice President [removed: of] Global Business Development & Strategy (GBD&S) from March 2021 to October 2022.
Prior to that, Mr. Cahill served as Senior Vice President Lockheed Martin International from October 2019 to March [removed: 2021; and as Vice President, Integrated Air and Missile Defense (IAMD) Systems for MFC from January 2016 to October 2019.][added: 2021.]
Hill (age [removed: 58), Executive Vice] [added: 60),] President – Rotary and Mission Systems
Ms. Hill has served as [removed: Executive Vice] President [removed: of] [added: for] the Rotary and Mission Systems (RMS) business segment since June 2020.
Prior to that, [removed: she was Deputy Executive Vice President of RMS from October 2018 to June 2019; and Senior] [added: he served as] Vice [removed: President for Corporate] [added: President,] Strategy and Business Development [added: for Space] from [removed: September 2017] [added: May 2019] to [removed: October 2018.][added: June 2021.]
[removed: Lavan] [added: O’Connor] (age [removed: 64),] [added: 57),] Senior Vice President, General Counsel and Corporate Secretary
[removed: Ms. Lavan] [added: Mr. O’Connor] has served as Senior Vice President, General Counsel and Corporate Secretary since [removed: September 2010.][added: January 2025.]
Lightfoot, Jr. (age [removed: 60), Executive Vice] [added: 61),] President – Space
Mr. Lightfoot has served as [removed: Executive Vice] President [removed: of] [added: for] the Space business segment since January 2022.
Jesus Malave (age [removed: 55),] [added: 56),] Chief Financial Officer
Mr. Malave has served as Chief Financial Officer since January [removed: 31,] 2022.
Prior to joining Lockheed Martin [added: Corporation] in 2022, Mr. Malave served as Senior Vice President and Chief Financial Officer of L3Harris Technologies, Inc. (L3Harris) from June 2019 to January 2022.
Edward Paul, III (age [removed: 48),] [added: 49),] Vice President and Controller
Previously, he served as Vice President, Accounting from March 2015 to [removed: July 2023.][added: June 2022.]
Ricciardone (age [removed: 48),] [added: 49),] Vice President, Treasurer and Investor Relations
Ms. Ricciardone has served as Vice President, Treasurer and Investor Relations since January [removed: 1,] 2024.
Prior to joining Lockheed Martin [added: Corporation] in October 2022, she served as Vice President, Finance – FP&A and Global Components [removed: for] [added: of] Arrow Electronics from June 2019 to October 2022.
Prior to that, she served as [added: Treasurer and] Vice President, Strategy and Investor Relations [removed: at] [added: for] Hubbell Incorporated from [removed: March 2015] [added: January 2016] to June 2019.
St. John (age [removed: 57),] [added: 58),] Chief Operating Officer
He previously served as Executive Vice President [removed: of] [added: for] RMS from August 2019 to June 2020.
Taiclet (age [removed: 63),] [added: 64),] Chairman, President and Chief Executive Officer
Mr. Taiclet has served as Chairman since March 2021 and as President and Chief Executive Officer (CEO) of Lockheed Martin [added: Corporation] since June 2020.
He has served on the Lockheed Martin [added: Corporation] Board of Directors since January 2018.
Ulmer (age [removed: 59), Executive Vice] [added: 60),] President – Aeronautics
Mr. Ulmer has served as [removed: Executive Vice] President for the Aeronautics business segment since February 2021.
He [added: previously] served as Vice President and General Manager, F-35 Lightning II Program from March 2018 to January 2021.
Not applicable.
Information about our Executive Officers
Effective February 21, 2024, the titles of our business segment executive officers were changed from Executive Vice President to President, with no changes to their duties or responsibilities.
Kevin J.
Prior to joining Lockheed Martin Corporation he served as the Senior Vice President and Chief Legal Officer of Carrier Corporation from January 2020 until January 2025, prior to which he served as Chief Legal Officer of Point72 Asset Management from June 2015 until January 2020.
Maryanne R.
Prior to that, he served as Vice President, Strategy and Business Development of Space from May 2019 to June 2021.
Prior to joining Lockheed Martin in 2019, Mr. Lightfoot served as President, LSINC Corporation, a provider of product development and engineering services, from May 2018 to May 2019.
Prior to that, he was Associate Administrator at the National Aeronautics & Space Administration (NASA), the agency’s highest-ranking civil service position, from March 2012 to April 2018.
Before joining L3Harris, Mr. Malave worked at United Technologies Corporation (UTC) as Vice President and Chief Financial Officer of UTC’s Carrier Corporation from April 2018 to June 2019; and as Chief Financial Officer of UTC’s Aerospace Systems from January 2015 to April 2018.
[Table of Contents](#i4dd86b83b2af4001a0e0d2126a63bade_7)[](#i4dd86b83b2af4001a0e0d2126a63bade_7)
Prior to that, he served as Executive Vice President of MFC from January 2018 to August 2019; and as Executive Vice President and Deputy Programs for MFC from June 2017 to January 2018.
Prior to that, he served as Vice President, F-35 Aircraft Production business unit from March 2016 to March 2018.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10 rewritten, 4 added, 5 removed, 16 unchanged
At January [removed: 19, 2024,] [added: 23, 2025,] we had [removed: 22,665] [added: 21,751] holders of record of our common stock, par value $1 per share.
The following graph compares the total return on a cumulative basis through December 31, [removed: 2023,] [added: 2024,] assuming reinvestment of dividends, of $100 invested in Lockheed Martin common stock as of market close on December 31, [removed: 2018] [added: 2019] to the Standard and Poor’s (S&P) 500 Index and the S&P Aerospace & Defense Index.
[removed: ][added: ]
The S&P Aerospace & Defense Index comprises [removed: The Boeing Company,] [added: Axon Enterprise, Inc.,] General Dynamics Corporation, [added: General Electric Company,] Howmet Aerospace Inc., Huntington Ingalls Industries, L3Harris Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman Corporation, RTX Corporation, Textron [removed: Inc.] [added: Inc., The Boeing Company] and Transdigm Group Inc. The stockholder return performance indicated on the graph is not a guarantee of future performance.
There were no sales of unregistered equity securities during the quarter ended December 31, [removed: 2023.][added: 2024.]
The following table provides information about our repurchases of our common stock that is registered pursuant to Section 12 of the Securities Exchange Act of 1934 during the quarter ended December 31, [removed: 2023.][added: 2024.]
For example, November [removed: 27, 2023] [added: 25, 2024] was the first day of our December [removed: 2023] [added: 2024] fiscal month.
[removed: On] [added: In] October [removed: 6, 2023,] [added: 2024,] the Board of Directors authorized an increase to the program by [removed: $6.0] [added: $3.0] billion.
The total remaining authorization for future common share repurchases under our share repurchase program was [removed: $10.0] [added: $9.3] billion as of December 31, [removed: 2023.][added: 2024.]
(c)During the fourth quarter of [removed: 2023,] [added: 2024,] the total number of shares purchased included [removed: 7,235] [added: 9,609] shares that were transferred to us by employees in satisfaction of tax withholding obligations associated with the vesting of restricted stock units.
| September 30, 2024 – October 27, 2024 (c) | | | | | | 93,965 | | | | | | $ | 566.77 | | | | | 93,082 | | | | | | $ | 10,271 | |
| October 28, 2024 – November 24, 2024 (c) | | | | | | 990,487 | | | | | | $ | 546.85 | | | | | 989,937 | | | | | | $ | 9,729 | |
| November 25, 2024 – December 31, 2024 (c) | | | | | | 795,125 | | | | | | $ | 515.71 | | | | | 786,949 | | | | | | $ | 9,323 | |
| Total (c) | | | | | | 1,879,577 | | | | | | $ | 534.67 | | | | | 1,869,968 | | | | | | | | |
[Table of Contents](#i4dd86b83b2af4001a0e0d2126a63bade_7)[](#i4dd86b83b2af4001a0e0d2126a63bade_7)
| September 25, 2023 – October 29, 2023 | | | | | | 1,265,110 | | | | | | $ | 446.24 | | | | | 1,264,627 | | | | | | $ | 12,459 | |
| October 30, 2023 – November 26, 2023 | | | | | | 2,775,003 | | | | | | $ | 447.82 | | | | | 2,774,470 | | | | | | $ | 11,217 | |
| November 27, 2023 – December 31, 2023 | | | | | | 2,675,777 | | | | | | $ | 446.97 | | | | | 2,669,558 | | | | | | $ | 10,023 | |
| Total (c) | | | | | | 6,715,890 | | | | | | $ | 447.18 | | | | | 6,708,655 | | | | | | | | |
Item 6. [Reserved]
0 rewritten, 0 added, 1 removed, 0 unchanged
[Table of Contents](#i4dd86b83b2af4001a0e0d2126a63bade_7)[](#i4dd86b83b2af4001a0e0d2126a63bade_7)
Item 8. Financial Statements and Supplementary Data
525 rewritten, 173 added, 121 removed, 787 unchanged
We have audited the accompanying consolidated balance sheets of Lockheed Martin Corporation (the Corporation) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of earnings, comprehensive income, cash flows and equity for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January [removed: 23, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | | | | For the year ended December 31, [removed: 2023,] [added: 2024,] the Corporation recorded net sales of [removed: $67.6] [added: $71.0] billion. As more fully described in Note 1 to the consolidated financial statements, the Corporation generates the majority of its net sales from long-term contracts with its customers whereby substantially all of the Corporation’s revenue is recognized over time using the percentage-of-completion cost-to-cost measure of progress. Under the percentage-of-completion cost-to-cost measure of progress, the Corporation measures progress towards completion based on the ratio of costs incurred to date to the estimated total costs to complete the performance obligation(s) (referred to as the estimate-at-completion analysis). The Corporation estimates profit on these contracts as the difference between total estimated revenues and total estimated cost at completion. The percentage-of-completion cost-to-cost method requires management to make significant estimates and assumptions to estimate contract sales and costs associated with its contracts with customers. At the outset of a long-term contract, the Corporation identifies risks to the achievement of the technical, schedule and cost aspects of the contract. Throughout the contract life cycle, the Corporation monitors and assesses the effects of those risks on its estimates of sales and total costs to complete the contract. Profit booking rates may increase during the performance of the contract if the Corporation successfully retires risks surrounding the technical, schedule and cost aspects of the contract, which would decrease the estimated total costs to complete the contract. Conversely, the profit booking rates may decrease if the estimated total costs to complete the contract increase. Changes to the profit booking rates resulting from changes in estimates could have a material effect on the Corporation’s results of operations. Auditing the Corporation’s estimate-at-completion analyses used in its revenue recognition process was complex due to the judgment involved in evaluating the significant estimates and assumptions made by management in the initial development and subsequent updates to the Corporation’s estimate-at-completion analyses. The estimate-at-completion analyses of each contract consider risks surrounding the Corporation’s ability to achieve the technical, schedule and cost aspects of the contract. | | |
| *Description of the Matter* | | | | | | At December 31, [removed: 2023,] [added: 2024,] the Corporation’s aggregate obligation for its qualified defined benefit pension plans was [removed: $29.0] [added: $27.2] billion and exceeded the gross fair value of the related plan assets of [removed: $22.8] [added: $22.4] billion, resulting in a net unfunded qualified defined benefit pension obligation of [removed: $6.2] [added: $4.8] billion. As explained in Note 11 of the consolidated financial statements, the Corporation remeasures the qualified defined benefit pension assets and obligations at the end of each year or more frequently upon the occurrence of certain events. The amounts are measured using actuarial valuations, which depend on key assumptions such as the discount rate. Auditing the defined benefit pension obligation was complex and required the involvement of specialists as a result of the judgmental nature of the actuarial assumptions such as the discount rate used in the measurement process. The discount rate assumption has a significant effect on the measurement of the projected benefit obligation. | | |
[removed: January 23, 2024][added: | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | | | | | | Years Ended December 31, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| | | | | | | [removed: 2023 | | | | | | 2022 | | | | | | 2021 | | |] [added: 2024] | | | | | | [added: 2023] | | | | | | [added: 2022] | | |
| Net sales | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| Products | | | | | | $ | [removed: 56,265] [added: 59,277] | | | | | $ | [removed: 55,466] [added: 56,265] | | | | | $ | [removed: 56,435 | | | | | | | | | | | | | | |] [added: 55,466] | |
| Services | | | | | | [removed: 11,306 | | | | | | 10,518 | | | | | | 10,609 | | |] [added: 11,766] | | | | | | [added: 11,306] | | | | | | [added: 10,518] | | |
| Total net sales | | | | | | [removed: 67,571 | | | | | | 65,984 | | | | | | 67,044 | | |] [added: 71,043] | | | | | | [added: 67,571] | | | | | | [added: 65,984] | | |
| Cost of sales | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| Products | | | | | | [removed: (50,206) | | | | | | (49,357) | | | | | | (50,017) | | |] [added: (54,852)] | | | | | | [added: (50,206)] | | | | | | [added: (49,357)] | | |
| Services | | | | | | [removed: (10,027) | | | | | | (9,252) | | | | | | (9,434) | | |] [added: (10,217)] | | | | | | [added: (10,027)] | | | | | | [added: (9,252)] | | |
| [removed: Severance] [added: Impairment] and [removed: other] [added: severance] charges | | | | | | [removed: (92) | | | | | | (100) | | | | | | (36) | | |] [added: (87)] | | | | | | [added: (92)] | | | | | | [added: (100)] | | |
| Other unallocated, net | | | | | | [removed: 1,233 | | | | | | 1,012 | | | | | | 1,504 | | |] [added: 1,043] | | | | | | [added: 1,233] | | | | | | [added: 1,012] | | |
| Total cost of sales | | | | | | [removed: (59,092) | | | | | | (57,697) | | | | | | (57,983) | | |] [added: (64,113)] | | | | | | [added: (59,092)] | | | | | | [added: (57,697)] | | |
| Gross profit | | | | | | [removed: 8,479 | | | | | | 8,287 | | | | | | 9,061 | | |] [added: 6,930] | | | | | | [added: 8,479] | | | | | | [added: 8,287] | | |
| Other income, net | | | | | | [removed: 28 | | | | | | 61 | | | | | | 62 | | |] [added: 83] | | | | | | [added: 28] | | | | | | [added: 61] | | |
| Operating profit | | | | | | [removed: 8,507 | | | | | | 8,348 | | | | | | 9,123 | | |] [added: 7,013] | | | | | | [added: 8,507] | | | | | | [added: 8,348] | | |
| Interest expense | | | | | | [removed: (916) | | | | | | (623) | | | | | | (569) | | |] [added: (1,036)] | | | | | | [added: (916)] | | | | | | [added: (623)] | | |
| Non-service FAS pension income (expense) | | | | | | [removed: 443 | | | | | | (971) | | | | | | (1,292) | | |] [added: 62] | | | | | | [added: 443] | | | | | | [added: (971)] | | |
| Other non-operating income (expense), net | | | | | | [removed: 64 | | | | | | (74) | | | | | | 288 | | |] [added: 181] | | | | | | [added: 64] | | | | | | [added: (74)] | | |
| Earnings before income taxes | | | | | | [removed: 8,098 | | | | | | 6,680 | | | | | | 7,550 | | |] [added: 6,220] | | | | | | [added: 8,098] | | | | | | [added: 6,680] | | |
| Income tax expense | | | | | | [removed: (1,178) | | | | | | (948) | | | | | | (1,235) | | |] [added: (884)] | | | | | | [added: (1,178)] | | | | | | [added: (948)] | | |
| Net earnings | | | | | | $ | [removed: 6,920] [added: 5,336] | | | | | $ | [removed: 5,732] [added: 6,920] | | | | | $ | [removed: 6,315 | | | | | | | | | | | | | | |] [added: 5,732] | |
| Earnings per common share | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| Basic | | | | | | $ | [removed: 27.65] [added: 22.39] | | | | | $ | [removed: 21.74] [added: 27.65] | | | | | $ | [removed: 22.85 | | | | | | | | | | | | | | |] [added: 21.74] | |
| Diluted | | | | | | $ | [removed: 27.55] [added: 22.31] | | | | | $ | [removed: 21.66] [added: 27.55] | | | | | $ | [removed: 22.76 | | | | | | | | | | | | | | |] [added: 21.66] | |
| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net earnings | | | | | | $ | [removed: 6,920] [added: 5,336] | | | | | $ | [removed: 5,732] [added: 6,920] | | | | | $ | [removed: 6,315] [added: 5,732] | |
| Net actuarial [removed: (loss)] gain [added: (loss)] recognized due to plan remeasurements, net of tax of [removed: $181] [added: $96] million in [removed: 2023, $518] [added: 2024, $181] million in [removed: 2022] [added: 2023] and [removed: $925] [added: $518] million in [removed: 2021] [added: 2022] | | | | | | [removed: (689)] [added: 340] | | | | | | [removed: 1,873] [added: (689)] | | | | | | [removed: 3,404] [added: 1,873] | | |
| Amortization of actuarial losses and prior service credits, net of tax of [removed: $40] [added: $21] million in [removed: 2023, $18] [added: 2024, $40] million in [removed: 2022] [added: 2023] and [removed: $130] [added: $18] million in [removed: 2021] [added: 2022] | | | | | | [removed: (149)] [added: 76] | | | | | | [removed: 69] [added: (149)] | | | | | | [removed: 477] [added: 69] | | |
| Pension settlement charge, net of tax of $314 million [removed: in 2022 and $355 million in 2021] | | | | | | — | | | | | | [removed: 1,156] [added: —] | | | | | | [removed: 1,310] [added: 1,156] | | |
| Other, net, net of tax of [removed: $6] [added: $4] million in [removed: 2023, $2] [added: 2024, $6] million in [removed: 2022] [added: 2023] and [removed: $11] [added: $2] million in [removed: 2021] [added: 2022] | | | | | | [removed: 58] [added: (65)] | | | | | | [removed: (115)] [added: 58] | | | | | | [removed: (76)] [added: (115)] | | |
| Other comprehensive income, net of tax | | | | | | [removed: (780)] [added: 351] | | | | | | [removed: 2,983] [added: (780)] | | | | | | [removed: 5,115] [added: 2,983] | | |
| Comprehensive income | | | | | | $ | [removed: 6,140] [added: 5,687] | | | | | $ | [removed: 8,715] [added: 6,140] | | | | | $ | [removed: 11,430] [added: 8,715] | |
| | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |
| Cash and cash equivalents | | | | | | $ | [removed: 1,442] [added: 2,483] | | | | | $ | [removed: 2,547] [added: 1,442] | |
January 28, 2025
| | | | | | | 2024 | | | | | | 2023 | | |
| Classified programs losses | | | | | | 1,965 | | | | | | 45 | | | | | | — | | |
| Net earnings | | | — | | | — | | | | | | 5,336 | | | — | | | | | | 5,336 | | | | | | | | |
| Repurchases of common stock | | | (8) | | | (565) | | | | | | (3,127) | | | — | | | | | | (3,700) | | | | | | | | |
| Balance at December 31, 2024 | | | $ | 234 | | $ | — | | | | | $ | 14,551 | | $ | (8,452) | | | | | $ | 6,333 | | | | | | | |
Additionally, certain prior year amounts in the consolidated statements of cash flows have been reclassified within operating activities to conform to the current year’s presentation.
These reclassifications were not material and had no impact on total net cash provided by operating activities as previously reported.
On October 30, 2024, we closed our acquisition of Terran Orbital Corporation (Terran Orbital) for a purchase consideration of $314 million.
We accounted for this acquisition as a “step acquisition” (as defined in U.S. GAAP) and accordingly, $83 million of our previously held investments in Terran Orbital were included as part of the purchase consideration.
The remaining purchase price of $231 million was paid with cash on hand (net of cash acquired).
Terran Orbital became a wholly-owned subsidiary and operates within our Space business segment.
The purchase consideration of $314 million was allocated to the estimated fair value of net tangible and intangible assets acquired, with any excess purchase price recorded as goodwill.
As a result, we recorded goodwill of $298 million at our Space business segment.
The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the respective acquisition date.
The financial results of Terran Orbital have been included within our operating results in the period post-acquisition.
estimated total costs to complete the contract or may increase the variable consideration we expect to receive on the contract.
Consolidated net profit booking rate adjustments during the year ended December 31, 2024 include losses of $555 million on a classified program at our Aeronautics business segment, reach-forward losses of $1.4 billion recognized on a classified program at our MFC business segment described below and $155 million of favorable profit rate adjustments following the resolution of a long-standing claim associated with a completed C-5 Galaxy aircraft contract at our Aeronautics business segment.
Consolidated net profit booking rate adjustments during the year ended December 31, 2023 include a favorable profit adjustment of $65 million on an international surveillance and control program due to the positive resolution of a contractual matter at our RMS business segment, and a reach-forward loss of $100 million on the Canadian Maritime Helicopter Program (CMHP) as a result of increased costs and lower than planned revenues at our RMS business segment described below.
We have experienced performance issues on an existing classified program at our Aeronautics business segment.
The initial phase is on a fixed-price incentive fee contract with options for additional phases.
Phases within the program involve highly complex design and systems integration and we have periodically recognized reach-forward losses.
During 2024, we recognized $555 million of losses on this program, including $410 million recognized in the fourth quarter of 2024.
During the fourth quarter of 2024, we again performed a comprehensive review of the program requirements, technical complexities, schedule, risks, and risk mitigation actions as a result of performance trends experienced in 2024 and in contemplation of near-
term program milestones.
Based on that review, we identified higher projected costs in engineering and integration activities that are necessary to achieve those forthcoming milestones.
The last of the 28 CH-148 aircraft is scheduled to be delivered in 2025.
During 2024, we entered into a modification to the In Service Support contract to better align contract scope with the Canadian government’s needs.
This modification mitigates but does not eliminate the risk related to future sales and recovery of our costs.
However, any restructuring discussions may be prolonged or unsuccessful and are dependent upon Canadian government resources and priorities and other factors outside of our control.
Under the contract terms as modified, future sales and recovery of costs are dependent upon the Royal Canadian Air Force’s flight hours and program costs and performance.
We partially stopped work on TUHP effective October 5, 2024.
We are currently in discussions with our customer regarding the path forward for the program in light of the continued impact of the sanctions on our ability to perform under the TUHP contracts and our decision to partially stop work.
As of December 31, 2024, cumulative losses related to development work for the program remained insignificant and the program remains in a contract liability position on the balance sheet.
Additionally, our customer and subcontractor have asserted that we do not have the contractual right to stop work.
Our MFC business segment has been performing under a competitively bid classified contract, which includes a cost-reimbursable base contract for the initial phase of the program and multiple fixed-price options for additional phases.
We previously disclosed that the options may be exercised over the next several years and if performed expect they would each be at a loss.
During the first quarter of 2024, we concluded it was probable that the first option would be exercised and recognized a reach forward loss of approximately $100 million.
During the fourth quarter of 2024, we again assessed the likelihood that additional options may be exercised and now believe it is probable that all options will be exercised based on performance to date, future requirements of the program, discussions with the customer and suppliers, and anticipated customer funding, among other factors, resulting in the recognition of additional reach-forward losses of approximately $1.31 billion.
For the year ended December 31, 2024, MFC recognized losses of $1.41 billion for this program, bringing the cumulative losses recognized on the program to approximately $1.46 billion, including charges for pre-contract costs recognized in prior periods.
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| Balance at December 31, 2020 | | | $ | 279 | | $ | 221 | | | | | $ | 21,636 | | $ | (16,121) | | | | | $ | 6,015 | | | | | $ | 23 | | | | | $ | 6,038 | | | | | | | |
| Repurchases of common stock | | | (9) | | | (671) | | | | | | (3,407) | | | — | | | | | | (4,087) | | | | | | — | | | | | | (4,087) | | | | | | | | |
| Net decrease in noncontrolling interests in subsidiary | | | — | | | — | | | | | | — | | | — | | | | | | — | | | | | | (23) | | | | | | (23) | | | | | | | | |
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-K, including amounts for 2022 and 2021.
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.
We have experienced performance issues on a classified fixed-price incentive fee contract that involves highly complex design and systems integration at our Aeronautics business segment and have periodically recognized reach-forward losses.
We are responsible for a program to design, develop and construct a ground-based radar at our RMS business segment.
The program has experienced performance issues for which we have periodically recognized reach-forward losses.
As of December 31, 2023, cumulative losses remained at approximately $280 million.
We will continue to monitor our performance, any future changes in scope, and estimated costs to complete the program and may have to record additional losses in future periods if we experience further performance issues, increases in scope, or cost growth.
However, based on the losses previously recorded, the near completion status of the program, and our current estimate of the sales and costs to complete the
program, at this time we do not anticipate that additional losses, if any, would be material to our financial results or financial condition.
Such assets are recovered based on flight hours.
During the second quarter of 2023, due to increases in estimated costs for the production and lower than planned revenues for the logistical support program considering discussions with the customer and subsequent analysis, we recognized a loss of $100 million ($75 million, or $0.29 per share, after-tax) on the program.
As of December 31, 2023, cumulative losses remained unchanged.
As of December 31, 2023, we have recorded insignificant losses related to development work for the program.
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 later dates, some of which could be within the next twelve months, we expect that those phases would be performed at a loss.
We will continue to monitor the circumstances on the program and we may be required to recognize a reach-forward loss related to any additional phases at such time that we determine it is probable that they will be awarded.
Any such losses could be material to our financial results.
and the straight-line method thereafter.
During 2021, we recorded net gains of $265 million ($199 million, or $0.72 per share, after-tax).
*Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*
*Income Taxes (Topic 740): Improvements to Income Tax Disclosures*
As discussed in “Note 1 – Organization and Significant Accounting Policies”, 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 items within total consolidated operating profit.
This change has been applied to the amounts below, including the amounts for 2022 and 2021.
| | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Products | | | | | | $ | 22,631 | | | | | $ | 10,269 | | | | | $ | 13,483 | | | | | $ | 10,052 | | | | | $ | 56,435 | |
An excerpt. Shown here: 40 of 525 rewritten, 40 of 173 added and 40 of 121 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
8 rewritten, 1 added, 2 removed, 28 unchanged
We performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2023.][added: 2024.]
Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d‑15(d) of the Exchange Act that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We have audited Lockheed Martin Corporation’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Lockheed Martin Corporation (the Corporation) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Corporation as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated January [removed: 23, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.
January 28, 2025
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January 23, 2024
Item 9B. Other Information
1 rewritten, 0 added, 0 removed, 0 unchanged
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, [removed: 2023.][added: 2024.]
Item 10. Directors, Executive Officers and Corporate Governance
4 rewritten, 3 added, 0 removed, 5 unchanged
The information concerning directors required by Item 401 of Regulation S-K is included under the section titled “Director Nominees” in our definitive Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the end of the fiscal year to which this report relates (the [removed: 2024] [added: 2025] Proxy Statement), and that information is incorporated by reference in this Annual Report on Form 10-K (Form 10-K).
Information concerning executive officers required by Item 401 of Regulation S-K is located under Part [removed: I, Item 4(a)] [added: I] of this Form 10-K.
The information required by Items [added: 405,] 407(d)(4) and [removed: (d)(5)] [added: 407(d)(5)] of Regulation S-K is included in the sections titled [added: “Delinquent Section 16(a) Reports”,] “Corporate Governance” and “Audit Committee Report” in the [removed: 2024] [added: 2025] Proxy Statement, and that information is incorporated by reference in this Form 10-K.
[removed: *Setting] [added: Setting] the [removed: Standard*,] [added: Standard,] our Code of Ethics and Business Conduct, applies to all our employees, including our principal executive officer, principal financial officer, and principal accounting officer and controller, and to members of our Board of Directors.
We have adopted an insider trading policy governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees, and by the Company.
We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company.
A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.
Item 11. Executive Compensation
2 rewritten, 0 added, 1 removed, 0 unchanged
The information required by Item 402 of Regulation S-K is included in the sections titled “Executive Compensation” and “Director Compensation” in the [removed: 2024] [added: 2025] Proxy Statement and that information is incorporated by reference in this Form 10-K.
The information required by Item 407(e)(5) of Regulation S-K is included under the caption “Compensation Committee Report” in the [removed: 2024] [added: 2025] Proxy Statement, and that information is incorporated by reference in this Form 10-K.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
6 rewritten, 1 added, 1 removed, 15 unchanged
The information required by Item 12 related to the security ownership of management and certain beneficial owners is included in the section titled “Other Information” in the [removed: 2024] [added: 2025] Proxy Statement, and that information is incorporated by reference in this Annual Report on Form 10-K.
The information is provided as of December 31, [removed: 2023.][added: 2024.]
| Equity compensation plans approved by security holders (1) | | | | | | [removed: 2,333,795] [added: 2,366,620] | | | | | | $ | — | | | | | [removed: 6,066,491] [added: 5,339,980] | | | | | |
| Equity compensation plans not approved by security holders (2) | | | | | | [removed: 483,204] [added: 423,417] | | | | | | — | | | | | | [removed: 2,503,225] [added: 2,492,898] | | | | | |
(1)Column (a) includes, as of December 31, [removed: 2023: 1,596,538] [added: 2024: 1,589,955] shares that have been granted as restricted stock units (RSUs) and [removed: 653,580] [added: 723,136] shares that could be earned pursuant to grants of performance stock units (PSUs) (assuming the maximum number of PSUs are earned and payable at the end of the three-year performance period) under the Lockheed Martin Corporation 2020 Incentive Performance Award Plan (2020 IPA Plan) or predecessor plans and [removed: 83,677] [added: 53,529] stock units payable in stock or cash under the Lockheed Martin Corporation Amended and Restated Directors Equity Plan (Directors Plan) or predecessor plans for non-employee directors.
Column (c) includes, as of December 31, [removed: 2023, 5,701,281] [added: 2024, 4,979,206] shares available for future issuance under the 2020 IPA Plan as options, stock appreciation rights, restricted stock awards, RSUs or PSUs and [removed: 365,210] [added: 360,774] shares available for future issuance under the Directors Plan as stock options and stock units.
| Total | | | | | | 2,790,037 | | | | | | $ | — | | | | | 7,832,878 | | | | | |
| Total | | | | | | 2,816,999 | | | | | | $ | — | | | | | 8,569,716 | | | | | |
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by Item 404 and 407(a) of Regulation S-K is included in the section titled “Corporate Governance” in the [removed: 2024] [added: 2025] Proxy Statement, and that information is incorporated by reference in this Form 10-K.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 1 removed, 1 unchanged
The information required by this Item 14 is included in the section titled “Audit Matters” in the [removed: 2024] [added: 2025] Proxy Statement, and that information is incorporated by reference in this Form 10-K.
[Table of Contents](#i4dd86b83b2af4001a0e0d2126a63bade_7)[](#i4dd86b83b2af4001a0e0d2126a63bade_7)
Item 15. Exhibits and Financial Statement Schedules
69 rewritten, 6 added, 1 removed, 86 unchanged
| [Consolidated Statements of Earnings – Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i4dd86b83b2af4001a0e0d2126a63bade_76)] [added: 2022](#i2cf70e383d544adc91c1e4046733af99_73)] | | | [removed: [56](#i4dd86b83b2af4001a0e0d2126a63bade_76)] [added: [56](#i2cf70e383d544adc91c1e4046733af99_73)] | | |
| [Consolidated Statements of Comprehensive Income – Years ended December [removed: 31,](#i4dd86b83b2af4001a0e0d2126a63bade_79) [2023, 2022] [added: 31, 2024, 2023] and [removed: 2021](#i4dd86b83b2af4001a0e0d2126a63bade_76)] [added: 2022](#i2cf70e383d544adc91c1e4046733af99_76)] | | | [removed: [57](#i4dd86b83b2af4001a0e0d2126a63bade_79)] [added: [57](#i2cf70e383d544adc91c1e4046733af99_76)] | | |
| [Consolidated Balance Sheets – At December 31, [removed: 2023] [added: 2024] and [removed: 2022](#i4dd86b83b2af4001a0e0d2126a63bade_82)] [added: 2023](#i2cf70e383d544adc91c1e4046733af99_79)] | | | [removed: [58](#i4dd86b83b2af4001a0e0d2126a63bade_82)] [added: [58](#i2cf70e383d544adc91c1e4046733af99_79)] | | |
| [Consolidated Statements of Cash Flows – Years ended December [removed: 31,](#i4dd86b83b2af4001a0e0d2126a63bade_85) [2023, 2022] [added: 31, 2024, 2023] and [removed: 2021](#i4dd86b83b2af4001a0e0d2126a63bade_76)] [added: 2022](#i2cf70e383d544adc91c1e4046733af99_82)] | | | [removed: [59](#i4dd86b83b2af4001a0e0d2126a63bade_85)] [added: [59](#i2cf70e383d544adc91c1e4046733af99_82)] | | |
| [Consolidated Statements of Equity – Years ended December [removed: 31,](#i4dd86b83b2af4001a0e0d2126a63bade_88) [2023, 2022] [added: 31, 2024, 2023] and [removed: 2021](#i4dd86b83b2af4001a0e0d2126a63bade_76)] [added: 2022](#i2cf70e383d544adc91c1e4046733af99_85)] | | | [removed: [60](#i4dd86b83b2af4001a0e0d2126a63bade_88)] [added: [60](#i2cf70e383d544adc91c1e4046733af99_85)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i4dd86b83b2af4001a0e0d2126a63bade_91)] [added: Statements](#i2cf70e383d544adc91c1e4046733af99_88)] | | | [removed: [61](#i4dd86b83b2af4001a0e0d2126a63bade_91)] [added: [61](#i2cf70e383d544adc91c1e4046733af99_88)] | | |
| [Report of Independent Registered Public Accounting Firm on the Audited Consolidated Financial [removed: Statements](#i4dd86b83b2af4001a0e0d2126a63bade_73)] [added: Statements](#i2cf70e383d544adc91c1e4046733af99_70)] | | | [removed: [53](#i4dd86b83b2af4001a0e0d2126a63bade_73)] [added: [53](#i2cf70e383d544adc91c1e4046733af99_70)] | | |
| [Report of Independent Registered Public Accounting Firm Regarding Internal Control Over Financial [removed: Reporting](#i4dd86b83b2af4001a0e0d2126a63bade_157)] [added: Reporting](#i2cf70e383d544adc91c1e4046733af99_145)] | | | [removed: [98](#i4dd86b83b2af4001a0e0d2126a63bade_157)] [added: [99](#i2cf70e383d544adc91c1e4046733af99_145)] | | |
| 3.1 | | | | | | [Charter of Lockheed Martin Corporation, as amended by Articles of Amendment dated April 23, 2009 (incorporated by reference to Exhibit 3.1 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/936468/000119312511045739/dex31.htm)] [added: 2010).](https://www.sec.gov/Archives/edgar/data/936468/000119312511045739/dex31.htm)] | | | | | |
| 3.2 | | | | | | [Bylaws of Lockheed Martin Corporation, as amended and restated effective February 22, 2023 (incorporated by reference to Exhibit 3.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on February 23, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/936468/000093646823000017/lmtbylaws02222023.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/936468/000093646823000017/lmtbylaws02222023.htm)] | | | | | |
| 4.1 | | | | | | [Description of Lockheed Martin Corporation Common Stock (incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/936468/000093646822000008/ex41q42021.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/936468/000093646822000008/ex41q42021.htm)] | | | | | |
| 4.2 | | | | | | [Indenture, dated May 15, 1996, among Lockheed Martin Corporation, Lockheed Martin Tactical Systems, Inc. and First Trust of Illinois, National Association as Trustee (incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/936468/000093646818000009/ex41q42017.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/936468/000093646818000009/ex41q42017.htm)] | | | | | |
| 4.3 | | | | | | [Indenture, dated as of August 30, 2006, between Lockheed Martin Corporation and The Bank of New York (incorporated by reference to Exhibit 99.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on August 31, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/936468/000119312506182765/dex991.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/936468/000119312506182765/dex991.htm)] | | | | | |
| 4.4 | | | | | | [Indenture, dated as of March 11, 2008, between Lockheed Martin Corporation and The Bank of New York (incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on March 12, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/936468/000119312508053896/dex41.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/936468/000119312508053896/dex41.htm)] | | | | | |
| 4.5 | | | | | | [Indenture, dated as of May 25, 2010, between Lockheed Martin Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 99.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on May 25, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/936468/000119312510128266/dex991.htm)] [added: 2010).](https://www.sec.gov/Archives/edgar/data/936468/000119312510128266/dex991.htm)] | | | | | |
| 4.6 | | | | | | [Indenture, dated as of September 6, 2011, between Lockheed Martin Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Registration Statement on Form S-3 filed with the SEC on April 24, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/936468/000093646820000085/ex412011indenture.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/936468/000093646820000085/ex412011indenture.htm)] | | | | | |
| 4.7 | | | | | | [Supplemental Indenture, dated as of April 21, 2022, between Lockheed Martin Corporation and U.S. Bank Trust Company, National Association, to the Indenture dated September 6, 2011 (incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on April 21, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/936468/000119312522112230/d314321dex41.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/936468/000119312522112230/d314321dex41.htm)] | | | | | |
| 4.8 | | | | | | [Indenture, dated as of December 14, 2012, between Lockheed Martin Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 99.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on December 17, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/936468/000119312512505053/d454318dex991.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/936468/000119312512505053/d454318dex991.htm)] | | | | | |
| 4.9 | | | | | | [Indenture dated as of September 7, 2017, between Lockheed Martin Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 of Lockheed Martin's Current Report on Form 8-K filed with the SEC on September 7, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/936468/000119312517279340/d453584dex991.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/936468/000119312517279340/d453584dex991.htm)] | | | | | |
| 4.10 | | | | | | [Indenture, dated as of April 18, 2023, between Lockheed Martin Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Registration Statement on Form S-3 filed with the SEC on April 18, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/936468/000093646823000055/exhibit41baseindenture2023.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/936468/000093646823000055/exhibit41baseindenture2023.htm)] | | | | | |
| 10.1 | | | | | | [Revolving Credit Agreement dated as of August 24, 2022, among Lockheed Martin Corporation, the lenders listed therein, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on August 24, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/936468/000093646822000106/lmt-revolvingcreditagreeme.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/936468/000093646822000106/lmt-revolvingcreditagreeme.htm)] | | | | | |
| 10.2 | | | | | | [Extension Agreement dated as of August 24, 2023, [removed: by and] among Lockheed Martin Corporation, the lenders listed therein, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on August 24, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/936468/000093646823000109/lmt-revolverextension23.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/936468/000093646823000109/lmt-revolverextension23.htm)] | | | | | |
| [removed: 10.3] [added: 10.4] | | | | | | [Non-Employee Director Compensation Summary (incorporated by reference to Exhibit 10.3 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 25, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/936468/000093646822000120/ex103q32022.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/936468/000093646822000120/ex103q32022.htm)] | | | | | |
| [removed: 10.4] [added: 10.5] | | | | | | [Lockheed Martin Corporation Directors Deferred Compensation Plan, as amended (incorporated by reference to Exhibit 10.2 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 24, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/936468/000093646823000123/ex102q32023.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/936468/000093646823000123/ex102q32023.htm)] | | | | | |
| [removed: 10.5] [added: 10.6] | | | | | | [Lockheed Martin Corporation Directors Equity Plan, as amended (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on November 2, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/936468/000119312506222275/dex101.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/936468/000119312506222275/dex101.htm)] | | | | | |
| [removed: 10.6] [added: 10.7] | | | | | | [Lockheed Martin Corporation Amended and Restated Directors Equity Plan (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on April 26, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/936468/000093646818000025/ex1018k042618.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/936468/000093646818000025/ex1018k042618.htm)] | | | | | |
| [removed: 10.7] [added: 10.8] | | | | | | [Form of Indemnification Agreement (incorporated by reference to Exhibit 10.34 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2009).](http://www.sec.gov/Archives/edgar/data/936468/000119312510040520/dex1034.htm)] [added: 2009).](https://www.sec.gov/Archives/edgar/data/936468/000119312510040520/dex1034.htm)] | | | | | |
| [removed: 10.8] [added: 10.9] | | | | | | [Lockheed Martin Corporation Supplemental Savings Plan, as amended and restated effective January 1, 2015 (incorporated by reference to Exhibit 10.4 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/936468/000119312515141818/d887742dex104.htm).] [added: 2015)](https://www.sec.gov/Archives/edgar/data/936468/000119312515141818/d887742dex104.htm).] | | | | | |
| [removed: 10.9] [added: 10.10] | | | | | | [Amendment to Lockheed Martin Corporation Supplemental Savings Plan and Lockheed Martin Corporation Nonqualified Capital Accumulation Program, dated December 18, 2019 (incorporated by reference to Exhibit 10.31 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/936468/000093646820000016/ex1031q42019.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/936468/000093646820000016/ex1031q42019.htm)] | | | | | |
| [removed: 10.10] [added: 10.11] | | | | | | [Lockheed Martin Corporation Nonqualified Capital Accumulation Plan, as amended and restated generally effective as of December 18, 2015 (incorporated by reference to Exhibit 10.22 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/936468/000119312516476010/d62685dex1022.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/936468/000119312516476010/d62685dex1022.htm)] | | | | | |
| [removed: 10.11] [added: 10.12] | | | | | | [Lockheed Martin Corporation Deferred Management Incentive Compensation Plan, as amended and restated effective January 1, 2020 (incorporated by reference to Exhibit 10.8 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/936468/000093646820000016/ex108q42019.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/936468/000093646820000016/ex108q42019.htm)] | | | | | |
| [removed: 10.12] [added: 10.13] | | | | | | [Amendment No.1 to Lockheed Martin Corporation Deferred Management Incentive Compensation Plan, as amended and restated effective January 1, 2020 (incorporated by reference to Exhibit 10.12 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020).](https://www.sec.gov/Archives/edgar/data/936468/000093646821000013/ex1012q42020.htm) | | | | | |
| [removed: 10.13] [added: 10.14] | | | | | | [Amendment No. 2 to Lockheed Martin Corporation Deferred Management Incentive Compensation Plan, as amended and restated effective January 1, 2020 (incorporated by reference to Exhibit 10.8 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 27, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/936468/000093646822000048/ex108q12022.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/936468/000093646822000048/ex108q12022.htm)] | | | | | |
| [removed: 10.14] [added: 10.15] | | | | | | [Amendment No. 3 to Lockheed Martin Corporation Deferred Management Incentive Compensation Plan, as amended and restated generally effective January 1, 2020 (incorporated by reference to Exhibit 10.13 to Lockheed Martin Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/936468/000093646823000009/ex1013q42022.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/936468/000093646823000009/ex1013q42022.htm)] | | | | | |
| [removed: 10.15] [added: 10.16] | | | | | | [Lockheed Martin Corporation Amended and Restated 2021 Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 26, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/936468/000093646823000051/ex105q12023.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/936468/000093646823000051/ex105q12023.htm)] | | | | | |
| [removed: 10.16] [added: 10.17] | | | | | | [Lockheed Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on April 23, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/936468/000093646820000059/a2020ipap042320.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/936468/000093646820000059/a2020ipap042320.htm)] | | | | | |
| [removed: 10.17] [added: 10.18] | | | | | | [Form of [removed: 2021] [added: 2022] Annual Restricted Stock Unit Award Agreement under the Lockheed Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March [removed: 28, 2021).](http://www.sec.gov/Archives/edgar/data/936468/000093646821000044/ex101q12021.htm)] [added: 27, 2022).](https://www.sec.gov/Archives/edgar/data/936468/000093646822000048/ex101q12022.htm)] | | | | | |
| [removed: 10.18] [added: 10.22] | | | | | | [Form of Performance Stock Unit Award Agreement [removed: (2021] [added: (2023] - [removed: 2023] [added: 2025] Performance Period) under the Lockheed Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.2 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March [removed: 28, 2021).](http://www.sec.gov/Archives/edgar/data/936468/000093646821000044/ex102q12021.htm)] [added: 26, 2023).](https://www.sec.gov/Archives/edgar/data/936468/000093646823000051/ex102q12023.htm)] | | | | | |
| [removed: 10.19] [added: 10.23] | | | | | | [Form of Long Term Incentive Performance Award Agreement [removed: (2021] [added: (2023] - [removed: 2023] [added: 2025] Performance Period) under the Lockheed Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.3 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March [removed: 28, 2021).](http://www.sec.gov/Archives/edgar/data/936468/000093646821000044/ex103q12021.htm)] [added: 26, 2023).](https://www.sec.gov/Archives/edgar/data/936468/000093646823000051/ex103q12023.htm)] | | | | | |
| [removed: 10.20] [added: 10.21] | | | | | | [Form of [removed: 2022] [added: 2023] Annual Restricted Stock Unit Award Agreement under the Lockheed Martin Corporation 2020 Incentive Performance Award Plan (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended March [removed: 27, 2022).](http://www.sec.gov/Archives/edgar/data/936468/000093646822000048/ex101q12022.htm)] [added: 26, 2023).](https://www.sec.gov/Archives/edgar/data/936468/000093646823000051/ex101q12023.htm)] | | | | | |
| 10.3 | | | | | | [Amendment No.1 to Credit Agreement, by and among Lockheed Martin Corporation, the lenders listed therein, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on August 23, 2024).](https://www.sec.gov/Archives/edgar/data/936468/000093646824000101/lmt-amendmentno1totherevol.htm) | | | | | |
| 10.29 | | | | | | [Amendment to Outstanding Long-Term Incentive Performance and Performance Stock Unit Award Agreements (effective December 13, 2024).](https://www.sec.gov/Archives/edgar/data/936468/000093646825000009/ex1029q42024.htm) | | | | | |
| 19 | | | | | | [Policy on Compliance with United States Securities Laws.](https://www.sec.gov/Archives/edgar/data/936468/000093646825000009/ex19q42024.htm) | | | | | |
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[Table of Contents](#i4dd86b83b2af4001a0e0d2126a63bade_7)[](#i4dd86b83b2af4001a0e0d2126a63bade_7)
An excerpt. Shown here: 40 of 69 rewritten, all 6 added and all 1 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
6 rewritten, 13 added, 8 removed, 28 unchanged
| Date: January [removed: 23, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ H. Edward Paul III | | |
| | | | /s/ James D. Taiclet | | | | | | | | | Chairman, President and Chief Executive Officer (Principal Executive Officer) | | | | | | January [removed: 23, 2024] [added: 28, 2025] | | |
| | | | /s/ Jesus Malave | | | | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | January [removed: 23, 2024] [added: 28, 2025] | | |
| | | | /s/ H. Edward Paul III | | | | | | | | | Vice President and Controller (Principal Accounting Officer) | | | | | | January [removed: 23, 2024] [added: 28, 2025] | | |
| | | | * | | | | | | | | | Director | | | | | | January [removed: 23, 2024] [added: 28, 2025] | | |
[removed: Lavan] [added: *By Kevin O’Connor] pursuant to a Power of Attorney executed by the Directors listed above, which has been filed with this Annual Report on Form 10-K.
| | | | John C. Aquilino | | | | | | | | | | | | | | | | | |
| | | | * | | | | | | | | | Director | | | | | | January 28, 2025 | | |
| | | | * | | | | | | | | | Director | | | | | | January 28, 2025 | | |
| | | | * | | | | | | | | | Director | | | | | | January 28, 2025 | | |
| | | | * | | | | | | | | | Director | | | | | | January 28, 2025 | | |
| | | | * | | | | | | | | | Director | | | | | | January 28, 2025 | | |
| | | | * | | | | | | | | | Director | | | | | | January 28, 2025 | | |
| | | | * | | | | | | | | | Director | | | | | | January 28, 2025 | | |
| | | | * | | | | | | | | | Director | | | | | | January 28, 2025 | | |
| | | | Heather Wilson | | | | | | | | | | | | | | | | | |
| | | | * | | | | | | | | | Director | | | | | | January 28, 2025 | | |
| Date: January 28, 2025 | | | | | | By: | | | | | | /s/ Kevin O’Connor | | |
| | | | | | | | | | | | | Kevin O’Connor | | |
[Table of Contents](#i4dd86b83b2af4001a0e0d2126a63bade_7)[](#i4dd86b83b2af4001a0e0d2126a63bade_7)
| | | | Daniel F. Akerson | | | | | | | | | | | | | | | | | |
| | | | James O. Ellis, Jr. | | | | | | | | | | | | | | | | | |
| | | | Ilene S. Gordon | | | | | | | | | | | | | | | | | |
| | | | Jeh C. Johnson | | | | | | | | | | | | | | | | | |
*By Maryanne R.
| Date: January 23, 2024 | | | | | | By: | | | | | | /s/ Maryanne R. Lavan | | |
| | | | | | | | | | | | | Maryanne R. Lavan | | |