What changed in this filing

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Item 1. Business

2024-01-23 compared with 2023-01-26 · 88 added, 77 removed, 229 unchanged (42% of the section changed)

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We operate in a complex and evolving global security environment.

Our strategy consists of the design and development of platforms and systems that meet the future requirements of 21st Century Security.

Our 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.

Our vision for 21st Century Security is to accelerate the adoption of advanced networking and leading-edge technologies into our national defense enterprise, while enhancing the performance and value of our platforms and products for our customers.

The aim of 21st Century Security is to integrate new and existing systems across all domains with advanced, open-architecture networking and operational technologies to make forces more agile, adaptive and unpredictable.

21st Century Security is an overarching vision that will guide our investment and strategy and we are also focused on four elements for potential growth in the near to mid-term:

The aim of 21st Century Security is to integrate new and existing systems across all domains with advanced, open-architecture networking and operational technologies to make defense forces more agile, adaptive and unpredictable.

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 have multiple programs of record from each business segment that are entering growth stages, including the F-35 sustainment activity (Aeronautics), increased PAC-3 production rates (Missiles and Fire Control), CH-53K heavy lift helicopter (Rotary and Mission Systems), and the modernization and enhancements to the Trident II D5 Fleet Ballistic Missile (Space).

We have multiple programs of record from each business segment that are entering growth stages, including 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 and enhancements to the Trident II D5 Fleet Ballistic Missile (FBM) (Space).

We are engaged in significant classified development programs and pending successful achievement of the objectives within those programs, we expect to begin the transition from development to production over the next few years.

We are currently performing on multiple hypersonic programs and following the successful completion of ongoing testing and evaluation activity, multiple programs are expected to enter early production phases between 2023 and 2026.

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.

Finally, we are always in pursuit of new program awards to develop future platforms that enable us to continue to place security capability into the market and expand our global reach.

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We also will continue to evaluate our portfolio and will make strategic acquisitions or divestitures, as appropriate, while deepening our connection to commercial industry through cooperative partnerships, joint ventures and equity investments.

Business Segments

We operate in four business segments:

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We organize our business segments based on the nature of the products and services offered.

Business Segments

Aeronautics is engaged in the research, design, development, manufacture, integration, sustainment, support and upgrade of advanced military aircraft, including combat and air mobility aircraft, unmanned air vehicles and related technologies.

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Development is focused on modernization of F-35’s capability and addressing emerging threats.

Sustainment provides logistics and training support for the aircraft delivered to F-35 customers.

For additional information on the F-35 program, see “Status of

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the F‑35 Program” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Sustainment provides logistics

and training support for the aircraft delivered to F-35 customers.

For additional information on the F-35 program, see “Status of the F‑35 Program” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

See also Item 1A - Risk Factors for a discussion of risks related to the F-35 program.

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Government and international customers designed to engage targets both within and outside of the Earth’s atmosphere.

• The Multiple Launch Rocket System (MLRS), Joint Air-to-Surface Standoff Missile (JASSM), and Hellfire tactical and strike missile programs.

• The Multiple Launch Rocket System (MLRS), Precision Strike Missile (PrSM), Joint Air-to-Surface Standoff Missile (JASSM), Long Range Anti-Ship Missile (LRASM), and Hellfire tactical and strike missile programs.

MLRS is a highly mobile, automatic system that fires surface-to-surface rockets and missiles from the M270 and High Mobility Artillery Rocket System (HIMARS) platforms produced for the U.S.

Army and international customers.

Army and international customers and PrSM is the next generation of precision strike surface-to-surface weapon systems that is compatible with the MLRS family of launchers in support of the U.S.

JASSM is an air-to-ground missile launched from fixed-wing aircraft, which is produced for the U.S.

Air Force and international customers.

LRASM is a precision guided anti-ship missile derived from JASSM and designed to interdict a variety of surface threats at very long range and produced for the U.S.

Air Force, U.S.

Navy, and international customers.

Hellfire is an air-to-ground missile used on rotary and fixed-wing aircraft, which is produced for the U.S.

Army, Navy, Marine Corps and international customers.

• The Apache, Sniper Advanced Targeting Pod (SNIPER ® ) and Infrared Search and Track (IRST21 ® ) fire control systems programs.

• The Apache fire control system, Sniper Advanced Targeting Pod (SNIPER ® ) and Infrared Search and Track (IRST21 ® ) sensors and global sustainment programs.

The Apache fire control system provides weapons-targeting capability for the Apache helicopter for the U.S.

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Army to design, develop and build hypersonic strike weapons.

• The Javelin program, which is a one-man portable and platform-employable anti-tank and multi-target precision weapon system.

• The Javelin program, which is a one-person portable and platform-employable anti-tank and multi-target precision weapon system.

Javelin was developed and is currently produced for the U.S.

Army and U.S.

Marine Corps by a joint venture between Lockheed Martin and Raytheon Technologies.

Marine Corps by a joint venture between Lockheed Martin and RTX Corporation.

Rotary and Mission Systems

RMS designs, manufactures, services and supports various military and commercial helicopters, surface ships, sea and land-based missile defense systems, radar systems, sea and air-based mission and combat systems, command and control mission solutions, cyber solutions, and simulation and training solutions.

RMS designs, manufactures, services and supports various military and commercial helicopters, surface ships, sea and land-based missile defense systems, radar systems, laser systems, sea and air-based mission and combat systems, command and control mission solutions, cyber solutions, and simulation and training solutions.

RMS also has contracts with the U.S.

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Navy and international customers and is also a sea and land-based element of the U.S.

missile defense system, and the Littoral Combat Ship (LCS) and Multi-Mission Surface Combatant (MMSC) programs to provide surface combatant ships for the U.S.

missile defense system, and the Littoral Combat Ship (LCS) and Multi-Mission Surface Combatant (MMSC)

programs to provide surface combatant ships for the U.S.

Navy and international customers that are designed to operate in shallow waters and the open ocean.

• Command, control, communications, computers, cyber, combat systems, intelligence, surveillance, and reconnaissance (C6ISR) programs such as the Command, Control, Battle Management and Communications (C2BMC) program to provide

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an air operations center for the Ballistic Missile Defense System for the U.S.

Government, and undersea combat systems programs largely serving the U.S.

Government, undersea combat systems programs largely serving the U.S.

Navy, and Australia's Joint Air Battle Management System (AIR 6500).

• Training and logistics solutions (TLS) programs such as those providing sustainment services and programs that provide simulators and associated training to U.S.

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Space’s major programs include:

• The Space Based Infrared System (SBIRS) and Next Generation Overhead Persistent Infrared (Next Gen OPIR) system programs, which provide the U.S.

• The Next Generation Overhead Persistent Infrared (Next Gen OPIR) system, which provides the U.S.

Space Force with enhanced worldwide missile warning capabilities.

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Navy to design, develop and build hypersonic strike weapons.

As previously announced, on June 30, 2021, the UK Ministry of Defence terminated the contract to operate the UK’s nuclear deterrent program and assumed control of the entity that manages the program (referred to as the renationalization of the Atomic Weapons Establishment (AWE program)).

Accordingly, the AWE program, including the entity that manages the program, was no longer included in our financial results as of that date.

• The Transport Layer program, a small satellite program designed to support resilient space communications for the Space Development Agency.

Intellectual Property

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Raw Materials, Suppliers and Seasonality

Some of our products require relatively scarce raw materials.

Historically, we have been successful in obtaining the raw materials and other supplies needed in our manufacturing processes.

For example, aluminum and titanium are important raw materials used in certain of our Aeronautics and Space programs.

Long-term agreements have helped enable a continued supply of these materials.

In addition, carbon fiber is an important ingredient in composite materials used in our Aeronautics programs,

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such as the F-35 aircraft.

We rely on other companies to provide materials, components and products, including advanced microelectronics such as semiconductors, and to perform a portion of the services that are provided to our customers under the terms of most of our contracts.

During 2022, the COVID-19 pandemic, supply chain challenges, and increased demand caused global semiconductor chip shortages, extended lead times and pricing escalations and these are expected to continue in 2023.

Some of our products require relatively scarce raw materials, such as rare earth minerals.

Other important materials and components, on which certain of our products rely, include aluminum, titanium, 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

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, 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.

We continue working to minimize the impact of supply chain challenges on us but many of the challenges are industry wide or caused by geopolitical events and general economic conditions that are outside of our control.

These supplier disruptions have resulted in delays and increased costs and have adversely affected our program performance and operating results.

These dynamics are expected to continue in 2024.

For more information on the risks related to our suppliers and raw materials, see Item 1A - Risk Factors.

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Human Capital Resources

Due to the specialized nature of our business, our performance depends on identifying, attracting, developing, motivating and retaining a highly skilled workforce in multiple areas, including engineering, science, manufacturing, information technology, cybersecurity, business development and strategy and management.

Due to the specialized nature of our business, our performance depends on identifying, attracting, developing, motivating and retaining a highly skilled workforce with the requisite skills and, in many cases, security clearances, in multiple areas, including engineering, science, manufacturing, information technology, cybersecurity, business development and strategy and management.

Our human capital management strategy, which we refer to as our people strategy, is tightly aligned with our business needs and technology strategy.

During 2022, our human capital efforts were focused on continuing to accelerate the transformation of our technology for workforce management through investments in upgraded systems and processes, and continuing to increase our agility to meet the quickly changing needs of the business, all while maintaining a respectful, challenging, supportive and inclusive working environment.

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;

hiring metrics;

talent management metrics, including retention rates of top talent;

and diversity metrics with respect to representation, attrition, hiring, promotions and leadership.

workforce demographics and metrics in relation to representation, attrition, hiring, promotions and leadership;

and talent management metrics, including retention rates of top talent.

Workforce Demographics

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A number of our existing collective bargaining agreements expire in any given year.

Historically, we have been successful in negotiating renewals to expiring agreements without any material disruption of operating activities, and management considers employee and union relations to be good.

Historically, we have been successful in renegotiating expiring agreements without any material disruption of operating activities, and management considers employee and union relations to be good.

This has continued to be the case in 2023.

Diversity and Inclusion

Diversity and inclusion is a business imperative for us, as we believe that it is key to our future success.

We have focused our diversity and inclusion initiatives on employee recruitment, including investments in minority-serving institutions and outreach, employee training and development, such as efforts focused on expanding the diverse talent pipeline, and employee engagement, including through participation in our employee Business Resource Groups.

Our Business Resource Groups are voluntary, employee-led groups that are open to all employees while focusing on workplace issues specific to racial/ethnic, gender, sexual orientation/gender identity, disability or veteran status.

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, we have improved the diversity of our overall U.S.

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, our representation of veterans remains outstanding, at almost four times the current annual national percentage of veterans in the civilian workforce.

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):

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Includes only U.S.

employees and expatriates except for women, which also includes local country nationals.

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.

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Talent Acquisition, Retention and Development

We strive to hire, develop and retain the top talent in the industry.

During 2022, we hired more than 14,000 employees, despite the continuing challenges presented by the COVID-19 pandemic.

An integral part of our people strategy is early career hiring through college and intern pipelines, particularly in technical fields.

During 2023, we hired nearly 15,000 employees.

An integral part of our people strategy is early career hiring through college and intern pipelines, particularly in technical fields and critical skills areas.

During the 2022-2023 academic year, we hired a record 6,000 college hires and interns.

In addition to efforts focused on recruitment, we also monitor employee attrition across a broad array of categories and segments of the population, including with respect to diversity and top talent.

Critical to attracting and retaining top talent is employee satisfaction, and we regularly conduct employee engagement surveys to gauge employee satisfaction and to understand the effectiveness of our people strategy.

We attract and reward our employees by providing market competitive compensation and benefits, including incentives and recognition plans that extend to nonrepresented employees of all levels in our organization and encourage excellence through our pay-for-performance philosophy.

We also have continued a teleworking policy that encourages flexible working arrangements for employees who can meet our customer commitments remotely, which we believe helps recruit and retain talent.

In addition, we invest in the development of our employees through training, apprenticeship programs, leadership development plans and offering tuition assistance programs for continuing education or industry certifications.

This employee development helps to make us more competitive and also assists with leadership succession planning throughout the corporation.

We attract and reward our employees by providing market competitive compensation and benefits, including incentives and recognition plans that extend to non-represented employees of all levels in our organization and encourage excellence through our pay-for-performance philosophy.

We have a hybrid workforce model that encourages flexible working arrangements for employees and teams who can meet our customer commitments remotely, which has helped recruit and retain talent.

In addition, we invest in the development of our employees through training, apprenticeship programs, security clearance sponsorship, leadership development plans and offering tuition assistance programs for continuing education or industry certifications.

We believe this employee development makes us more competitive and also assists with leadership succession planning throughout the corporation.

Employee Safety and Health

Our safety and health program seeks to optimize our operations through targeted safety, health and wellness opportunities designed to ensure safe work conditions, a healthy work environment, promote workforce resiliency and enhance business value.

Through our safety and health program we seek to optimize our operations with targeted safety, health and wellness opportunities designed to provide safe work conditions, and a healthy work environment, promote workforce resiliency and enhance business value.

As part of this program, we track employee health and safety measures, including quarterly and yearly targets related to the number of injury and illness incidents that occur at work, those incidents that result in days lost, and the number of days lost due to workplace injuries and illness.

During 2022, these metrics continued to be negatively impacted by the absence from work and delays in the return to work related to COVID-19.

We continue to take steps to protect our employees from COVID-19 while sustaining production and related services, including by establishing minimum staffing and social distancing and mask wearing policies consistent with current governmental guidance, cleaning common areas more frequently, implementing a flexible teleworking policy for employees who can work from home, encouraging employee vaccinations while monitoring potential vaccine mandates, and instituting other measures designed to mitigate and prevent the spread of COVID-19.

For information on the risks related to our human capital resources, see Item 1A - Risk Factors.

We compete with many different companies in the defense and aerospace industry.

The Boeing Company, General Dynamics, L3Harris Technologies, Northrop Grumman, and Raytheon Technologies are some of our primary competitors.

Key characteristics of our industry include long operating cycles and intense competition, which is evident through the number of competitors bidding on program opportunities and the number of bid protests (competitor protests of U.S.

The Boeing Company, General Dynamics, L3Harris Technologies, Northrop Grumman, and RTX Corporation are some of our primary competitors.

Key characteristics of our industry include long operating cycles and intense competition, which is evident through the number of competitors bidding on program opportunities and the existence of bid protests (competitor protests of U.S.

Government procurement awards).

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It is not unusual to compete for a contract award with a peer company and, simultaneously, perform as a supplier to or a customer of that same competitor on other contracts.

Our broad portfolio of products and services competes domestically and internationally against products and services of the companies listed above, numerous smaller competitors and startups, and increasingly, non-traditional defense contractors.

defense contractors.

In some areas of our business, customer requirements are changing to encourage or facilitate expanded competition.

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companies (or teams) for contract awards by international governments.

International competitions are also subject to different laws or contracting practices of international governments, which affects how we structure our bid

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for the procurement.

International competitions are also subject to different laws or contracting practices of international governments, which affects how we structure our bid for the procurement.

In many international procurements, the purchasing government’s relationship with the U.S.

and its industrial cooperation programs designed to enhance local industry are important factors in determining the outcome of a competition.

It is common for international customers to require contractors to comply with their industrial cooperation regulations, sometimes referred to as offset requirements, and we have entered into foreign offset agreements as part of securing some international business.

For more information concerning our international business, see Item 1A - Risk Factors.

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 - Risk Factors.

Technological advances in such areas as additive manufacturing, data analytics, digital engineering, artificial intelligence, advanced materials, autonomy and robotics, and new business models such as commercial access to space, are enabling new factors of competition for both traditional and non-traditional competitors.

Government Contracts and Regulations

Regulatory Matters

Our business is heavily regulated.

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military and NASA.

We also contract with similar government authorities in other countries, and they regulate international sales that are not foreign military sales (FMS) contracted through the U.S.

Additionally, our commercial aircraft products are required to comply with U.S.

and international regulations governing production and quality systems, airworthiness and installation approvals, repair procedures and continuing operational safety.

We also contract with similar government authorities in other countries, either under the foreign military sales (FMS) program, contracted through the U.S.

Government, or as a direct sale with the foreign government authority, which regulates these sales in a manner similar to the U.S.

Government Contracts

We must comply with, and are affected by, laws and regulations relating to the formation, administration and performance of U.S.

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If a contract is terminated for convenience, we generally are protected by provisions covering reimbursement for costs incurred on the contract and profit on those costs.

If a contract is terminated for default, we generally are entitled to payments for our work that has been accepted by the U.S.

If a contract is terminated for default, we generally are entitled to payment for our work that has been accepted by the U.S.

Government or other governments;

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Absent a successful appeal of such action, the unilateral definitization of the contract obligates us to perform under terms and conditions imposed by the U.S.

Government’s power to unilaterally definitize a contract can affect our ability to negotiate mutually

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agreeable contract terms and, if a contract is unilaterally imposed upon us, it may negatively affect our expected profit and cash flows on a program or impose burdensome terms.

Government’s power to unilaterally definitize a contract can affect our ability to negotiate mutually agreeable contract terms and, if a contract is unilaterally imposed upon us, it may negatively affect our expected profit and cash flows on a program or impose burdensome terms.

Classified Contracts

A portion of our business is classified by the U.S.

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Our internal controls addressing the financial reporting of classified contracts are consistent with our internal controls for our non-classified contracts.

Commercial Aircraft

Our commercial aircraft products are required to comply with U.S.

and international regulations governing production and quality systems, airworthiness and installation approvals, repair procedures and continuing operational safety.

Environmental

Our operations are subject to and affected by various federal, state, local and foreign environmental protection laws and regulations regarding the discharge of materials into the environment or otherwise regulating the protection of the environment.

As a result of these environmental protection laws, we are involved in environmental remediation at some of our current and former facilities and at third-party-owned sites where we have been designated a potentially responsible party as a result of our prior activities and those of our predecessor companies.

While the extent of our financial exposure cannot in all cases be reasonably estimated, the costs of environmental compliance have not had, and we do not expect that these costs will have, a material adverse effect on our earnings, financial position and cash flow, primarily because substantially all of our environmental costs are allowable in establishing the price of our products and services under our contracts with the U.S.

Although the extent of our financial exposure cannot in all cases be reasonably estimated, the costs of environmental compliance have not had, and we do not expect that these costs will have, a material adverse effect on our earnings, financial position and cash flow, primarily because substantially all of our environmental costs are allowable in establishing the price of our products and services under our contracts with the U.S.

For information regarding these matters, including current estimates of the amounts that we believe are required for remediation or cleanup to the extent that they are probable and estimable, see “Critical Accounting Policies - Environmental Matters” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 14 – Legal Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial Statements.

See also the discussion of environmental matters in Item 1A - Risk Factors.

Climate and Sustainability Reporting and Regulation

There is an increasing global regulatory focus on greenhouse gas (GHG) emissions and their potential impacts relating to climate change.

Future laws, regulations or policies in response to concerns over GHG emissions such as carbon taxes, mandatory reporting and disclosure obligations, including environmental requirements for certain federal contractors and subcontractors and the SEC’s proposed climate-related disclosure rule, and changes in procurement policies, including the use of environmental goals in proposal evaluation, could significantly increase our operational and compliance burdens and costs.

Various jurisdictions around the world in which we operate, including the U.S., the European Union, the United Kingdom, Australia and certain U.S.

States, have adopted or proposed laws related to climate and sustainability reporting.

These and future laws, regulations or policies in response to concerns over GHG emissions such as carbon taxes, mandatory reporting and disclosure obligations, including environmental requirements for certain federal contractors and subcontractors and the SEC’s proposed climate-related disclosure rule, and changes in procurement policies, including the use of environmental goals in proposal evaluation, could significantly increase our operational and compliance burdens and costs.

We monitor developments in climate-change related regulation for their potential effect on us and also have a comprehensive sustainability program that seeks to mitigate our impact on the environment, including targets to reduce our GHG emissions.

For more information on the risk of climate-change related regulation, see Item 1A - Risk Factors.

Other Applicable Regulations

Our businesses and operations are subject to both U.S.

government laws, regulations and procurement policies and practices, including regulations relating to product testing, import-export controls, technology transfer restrictions, foreign investment, tariffs, taxation, repatriation of earnings, sanctions, exchange controls, the Foreign Corrupt Practices Act and other anti-corruption laws and anti-boycott provisions of the U.S.

Export Control Reform Act of 2018.

Available Information

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This Form 10-K contains statements that, to the extent they are not recitations of historical fact, constitute forward-looking statements within the meaning of the federal securities laws and are based on our current expectations and assumptions.

The words “believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,” “scheduled,” “forecast” and similar

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expressions are intended to identify forward-looking statements.

The words “believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,” “scheduled,” “forecast” and similar expressions are intended to identify forward-looking statements.

These statements are not guarantees of future performance and are subject to risks and uncertainties.

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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.

What changed 10-K

Item 1. Business