Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of unregistered equity securities during the quarter ended June 25, 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 June 25, 2023.
+Added: There were no sales of unregistered equity securities during the quarter ended September 24, 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 September 24, 2023.
Purchased Average
5 unchanged sentences
(in millions)
−Removed: March 27, 2023 – April 30, 2023 (c)
+Added: June 26, 2023 – July 30, 2023 (c) (d)
3,199,400 $ 449.26 3,193,597 $ 7,023
−Removed: May 1, 2023 – May 28, 2023
+Added: July 31, 2023 – August 27, 2023
171 $ 450.57 — $ 7,023
−Removed: May 29, 2023 – June 25, 2023 (d) (e)
+Added: August 28, 2023 – September 24, 2023 (e)
875,962 $ 448.35 875,956 $ 7,023
+Added: Total (c)(d)(e)
4,075,533 $ 449.29 4,069,553
1 unchanged sentence
As a result, our fiscal months often differ from the calendar months.
−Removed: For example, June 25, 2023 was the last day of our June 2023 fiscal month.
+Added: For example, September 24, 2023 was the last day of our September 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: The total remaining authorization for future common share repurchases under our share repurchase program was $8.8 billion as of June 25, 2023.
+Added: The total remaining authorization for future common share repurchases under our share repurchase program was $7.0 billion as of September 24, 2023.
+Added: In October 2023, the Board of Directors authorized an increase to the program by $6.0 billion.
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 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Average Price Paid Per Share in the table above does not include ASR shares.
−Removed: (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: (c) 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.
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.
Average Price Paid Per Share in the table above does not include ASR shares.
−Removed: (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.
+Added: (d) During the quarter ended September 24, 2023, we entered into an ASR agreement for which we paid $1,750 million and received total share delivery of 4.0 million shares of our common stock based on the average price paid per share of $440.07.
+Added: Average Price Paid Per Share in the table above does not include ASR shares.
+Added: (e) During the quarter ended September 24, 2023, the total number of shares purchased included 5,980 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: 4.1 Indenture, dated as of April 18, 2023, between Lockheed Martin Corporation and U.S.
−Removed: 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)
−Removed: 15 Acknowledgment of Independent Registered Public Accounting Firm
−Removed: 31.1 Certification of James D.
−Removed: Taiclet pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 31.2 Certification of Jesus Malave pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 32 Certification of James D.
−Removed: Taiclet and Jesus Malave pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
−Removed: 101.SCH Inline XBRL Taxonomy Extension Schema Document
−Removed: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: Lockheed Martin Corporation
−Removed: July 18, 2023 By:
−Removed: Edward Paul III
−Removed: Edward Paul III
−Removed: Vice President and Controller
−Removed: (Duly Authorized Officer and Chief Accounting Officer)
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.