Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of unregistered equity securities during the quarter ended March 26, 2023.
−Removed: 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 March 26, 2023.
+Added: There were no sales of unregistered equity securities during the quarter ended June 25, 2023.
+Added: 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 June 25, 2023.
Purchased Average
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(in millions)
−Removed: January 1, 2023 – January 29, 2023
+Added: March 27, 2023 – April 30, 2023 (c)
1,737,707 $ 463.23 1,737,462 $ 9,523
−Removed: January 30, 2023 – February 26, 2023 (c)
+Added: May 1, 2023 – May 28, 2023
767,946 $ 453.83 767,900 $ 9,175
−Removed: February 27, 2023 – March 26, 2023 (d)
+Added: May 29, 2023 – June 25, 2023 (d) (e)
787,715 $ 457.00 787,715 $ 8,773
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As a result, our fiscal months often differ from the calendar months.
−Removed: For example, March 26, 2023 was the last day of our March 2023 fiscal month.
+Added: For example, June 25, 2023 was the last day of our June 2023 fiscal month.
(b) In 2010, our Board of Directors approved a share repurchase program pursuant to which we are authorized to repurchase our common stock in privately negotiated transactions or in the open market at prices per share not exceeding the then-current market prices.
From time to time, our Board of Directors authorizes increases to our share repurchase program.
−Removed: On October 17, 2022, the Board of Directors authorized an increase to the program by $14.0 billion.
−Removed: The total remaining authorization for future common share repurchases under our share repurchase program was $9.5 billion as of March 26, 2023.
+Added: The total remaining authorization for future common share repurchases under our share repurchase program was $8.8 billion as of June 25, 2023.
Under the program, management has discretion to determine the dollar amount of shares to be repurchased and the timing of any repurchases in compliance with applicable law and regulation.
1 unchanged sentence
The program does not have an expiration date.
−Removed: (c) During the quarter ended March 26, 2023, we entered into an accelerated share repurchase (ASR) agreement to purchase $500 million of our common stock.
−Removed: Under the terms of the ASR agreement, we paid $500 million and received an initial delivery of 868,452 shares of our common stock in February 2023.
−Removed: Upon final settlement of the ASR agreement in April 2023, we received an additional 184,437 shares of our common stock based on the average price paid per share of $474.88, calculated with reference to the volume-weighted average price (VWAP) of our common stock over the term of the agreement, less a negotiated discount.
+Added: (c) During the first quarter of 2023, we entered into an accelerated share repurchase (ASR) agreement for which we paid $500 million and received an initial delivery of 0.9 million shares of our common stock in February 2023.
+Added: Upon final settlement of the ASR agreement in April 2023, we received an additional 0.2 million shares based on the average price paid per share of $474.88, calculated with reference to the volume-weighted average price (VWAP) of our common stock over the term of the agreement, less a negotiated discount.
+Added: Additionally, during the fourth quarter of 2022, we entered into an ASR agreement for which we paid $4.0 billion and received an initial delivery of 7.0 million shares of our common stock in October 2022.
+Added: Upon final settlement of the ASR agreement in April 2023, we received an additional 1.5 million shares based on the average price paid per share of $467.94.
Average Price Paid Per Share in the table above does not include ASR shares.
−Removed: (d) During the quarter ended March 26, 2023, the total number of shares purchased included 259,354 shares that were transferred to us by employees in satisfaction of tax withholding obligations associated with the vesting of restricted stock units and performance stock units.
+Added: (d) In June 2023, we entered into an ASR agreement for which we paid $200 million and received an initial delivery of 0.3 million shares of our common stock in June 2023.
+Added: Upon final settlement of the ASR agreement in the third quarter of 2023, we received an additional 0.1 million shares based on the average price paid per share of $455.17.
+Added: Average Price Paid Per Share in the table above does not include ASR shares.
+Added: (e) During the quarter ended June 25, 2023, the total number of shares purchased included 291 shares that were transferred to us by employees in satisfaction of tax withholding obligations associated with the vesting of restricted stock units.
These purchases were made pursuant to a separate authorization by our Board of Directors and are not included within the program.
−Removed: 3.1 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, 2023)
−Removed: 10.1 Form of 2023 Annual Restricted Stock Unit Award Agreement under the Lockheed Martin Corporation 2020 Incentive Performance Award Plan
−Removed: 10.2 Form of Performance Stock Unit Award Agreement (2023 - 2025 Performance Period) under the Lockheed Martin Corporation 2020 Incentive Performance Award Plan
−Removed: 10.3 Form of Long Term Incentive Performance Award Agreement (2023 - 2025 Performance Period) under the Lockheed Martin Corporation 2020 Incentive Performance Award Plan
−Removed: 10.4 Amendment to Outstanding Long-Term Incentive Performance and Performance Stock Unit Award Agreements (effective February 22, 2023)
−Removed: 10.5 Lockheed Martin Corporation 2021 Management Incentive Compensation Plan, amended and restated effective January 1, 2023
+Added: 4.1 Indenture, dated as of April 18, 2023, between Lockheed Martin Corporation and U.S.
+Added: 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, 2023)
15 Acknowledgment of Independent Registered Public Accounting Firm
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Lockheed Martin Corporation
−Removed: April 18, 2023 By:
+Added: July 18, 2023 By:
Edward Paul III
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.