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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172021
                            or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-11437
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland52-1893632
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
6801 Rockledge Drive,Bethesda,Maryland20817
(Address of principal executive offices)(Zip Code)
(301) 897-6000
(Registrant’s telephone number, including area code)
Maryland52-1893632
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
6801 Rockledge Drive, Bethesda, Maryland 20817-1877 (301/897-6000)
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1 par valueLMTNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes     No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes     No
Yes     No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes     No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non–accelerated filer Smaller reporting company ☐ Emerging growth company ☐
Large accelerated filer 
Accelerated filer
Non-accelerated filer 
Smaller reporting company 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No
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 23, 2017,25, 2021, was approximately $80.3$105.3 billion.
There were 285,570,742272,326,925 shares of our common stock, $1 par value per share, outstanding as of January 26, 2018.19, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Lockheed Martin Corporation’s 20182022 Definitive Proxy Statement are incorporated by reference into Part III of this Form 10‑K. The 2022 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.



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Lockheed Martin Corporation
Form 10-K
For the Year Ended December 31, 20172021
Table of Contents
PART IPage 
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 4(a).
PART II
PART IPage 
ITEM 1.5.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 4(a).
PART II
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
PART III
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
ITEM 16.





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PART I
ITEM  1.Business
General
We are a global security and aerospace company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. We also provide a broad range of management, engineering, technical, scientific, logistics, system integration and cybersecurity services. We serve both U.S. and international customers with products and services that have defense, civil and commercial applications, with our principal customers being agencies of the U.S. Government. In 2017, 69%2021, 71% of our $51.0$67.0 billion in net sales were from the U.S. Government, either as a prime contractor or as a subcontractor (including 58%62% from the Department of Defense (DoD)), 30%28% were from international customers (including foreign military sales (FMS) contracted through the U.S. Government) and 1% were from U.S. commercial and other customers. Our main areas of focus are in defense, space, intelligence, homeland security and information technology, including cybersecurity.
We operate in an environment characterized by both increasing complexity in global security and continuing economic pressures in the U.S. and globally. A significant component of our strategy in this environment is to focus on program execution, improving the quality and predictability of the delivery of our products and services, and placing security capability quickly into the hands of our U.S. and international customers at affordable prices. Recognizing that our customers are resource constrained, we areplace considerable focus on affordability initiatives while endeavoring to develop and extend our portfolio domestically in a disciplined manner, with a focus on adjacent markets close to our core capabilities as well as growing our international sales. We continue to focus on affordability initiatives. We also expect to continue to invest in technologies to fulfill new mission requirements for our customers and investsubstantially in our people so thatto ensure we have the technical skills necessary to succeed.succeed, and we expect to continue to invest internally on innovative technologies that address rapidly evolving mission requirements for our customers. We will continue to invest in acquisitions, as appropriate, while deepening our connection to commercial industry through cooperative partnerships, joint ventures, and equity investments.
We operate in four business segments: Aeronautics, Missiles and Fire Control (MFC), Rotary and Mission Systems (RMS) and Space, previously known as Space Systems.Space. We organize our business segments based on the nature of the products and services offered.
Pending Acquisition of Aerojet Rocketdyne Holdings, Inc.
On December 20, 2020, we entered into an agreement to acquire Aerojet Rocketdyne Holdings, Inc. (Aerojet Rocketdyne) for $51.00 per share, which is net of a $5.00 per share special cash dividend Aerojet Rocketdyne paid to its stockholders on March 24, 2021. At the time of announcement, this represented a post-dividend equity value of approximately $4.6 billion, on a fully diluted as-converted basis, and a transaction value of approximately $4.4 billion after the assumption of Aerojet Rocketdyne’s then-projected net cash. The transaction was approved by Aerojet Rocketdyne’s stockholders on March 9, 2021. As part of the regulatory review process of the transaction, on September 24, 2021, we and Aerojet Rocketdyne each certified substantial compliance with the Federal Trade Commission’s (FTC) requests for additional information, known as a “second request.” On January 11, 2022, the parties provided an updated notice of their intended closing date under their timing agreement with the FTC, whereby the parties agreed that they would not close the transaction before January 27, 2022, to enable the parties to discuss the scope and nature of the merchant supply and firewall commitments previously offered to the FTC by Lockheed Martin. We have been advised by the FTC that its concerns regarding the transaction cannot be addressed adequately by the terms of a consent order. We believe it is highly likely that the FTC will vote to sue to block the transaction and expect they will make a decision before January 27, 2022. If the FTC sues to block the transaction, we could elect to defend the lawsuit within 30 days or terminate the merger agreement. If the FTC does not file a lawsuit to block the transaction before January 27, 2022, the parties could proceed to close the transaction, but there is no assurance that the FTC would not file a lawsuit challenging the transaction after the closing since the parties have not reached agreement on the terms of a consent order. Under the terms of the merger agreement, either party may terminate the transaction if it has not closed on or before March 21, 2022. See Item 1A - Risk Factors for a discussion of the risks related to the proposed transaction.
Business Segments
Aeronautics
In 2017,2021, our Aeronautics business segment generated net sales of $20.1$26.7 billion, which represented 39%40% of our total consolidated net sales. Aeronautics’ customers include the military services, principally the U.S. Air Force and U.S. Navy, and various other government agencies of the U.S. and other countries.countries, as well as commercial and other customers. In 2017,2021, U.S. Government customers accounted for 63%,65% and international customers accounted for 36% and U.S. commercial and other customers accounted for 1%35% of Aeronautics’ net sales. Net sales from Aeronautics’ combat aircraft products and services represented 30%32% of our total consolidated net sales in 20172021 and 28%2019, and 33% in both 2016 and 2015.2020.
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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. Aeronautics also has contracts with the U.S. Government for classified programs. Aeronautics’ major programs include:
F-35 Lightning II Joint Strike Fighter - international multi-role, multi-variant, fifth generation stealth fighter;
C-130 Hercules - international tactical airlifter;
F-16 Fighting Falcon - low-cost, combat-proven, international multi-role fighter; and
F-22 Raptor - air dominance and multi-missionmulti-role fifth generation stealth fighter; and
C-5M Super Galaxy - strategic airlifter.fighter.
The F-35 program is our largest program, generating 25%27% of our total consolidated net sales, as well as 64%68% of Aeronautics’ net sales in 2017.2021. The F-35 program consists of multiple development, contracts, multiple production contracts, and sustainment activities. The development contracts are being performed concurrently with the production contracts. Concurrent performanceDevelopment is focused on modernization of developmentF-35’s capability and production contracts is used for complex programs to test aircraft, shorten the time to field systems and achieve overall cost savings. The System Development and Demonstration (SDD) portion of the development contracts was substantially completed in 2017, with over 99% of flight test objectives met through over 9,200 flights. Approximately 70 flights remain and are expected to be completed in early 2018. Additionally, the finaladdressing emerging threats. Sustainment provides logistics and training capability is plannedsupport for 2018 and new Third Life structural testing addedthe aircraft delivered to the SDD portion in 2013 is scheduled to be completed in 2019. F-35 customers.
Production of the aircraft is expected to continue for many years given the U.S. Government’s current inventory objective of 2,456 aircraft for the U.S. Air Force, U.S. Marine Corps and U.S. Navy; commitments from our eightseven international partnerspartner countries and threesix international customers; as well asand expressions of interest from other countries. During 2017,In 2021, we delivered 66142 aircraft, including 68 to our U.S. and international partners,customers, resulting in total deliveries of 266753 production aircraft since program inception. This was an increase from the 120 aircraft delivered in 2020 when the production rate was tapered as a result of December 31, 2017.coronavirus disease 2019 (COVID-19) related delays. While the production rate in 2021 improved from its 2020 levels, it continued to be impacted by COVID-19. We anticipate delivering 148-153 aircraft in 2022. In 2023 and beyond, we anticipate delivering 156 aircraft for the foreseeable future. We have 235 production230 aircraft in backlog as of December 31,

2017, 2021 extending into 2023, including orders from our international partners.partner countries. 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.
Aeronautics produces and provides support and sustainment services for the C-130J Super Hercules, as well as upgrades and support services for the legacy C-130 Hercules worldwide fleet. We delivered 2622 C-130J aircraft in 2017, including seven to international customers.2021. We have 6479 aircraft in our backlog as of December 31, 2017 with advanced funding from customers for additional C-130J aircraft not currently in backlog. Our C-130J backlog extends2021, extending into 2020.2025.
While production and deliveries ofAeronautics produces F-16 aircraft were completed in 2017 from our Fort Worth, Texas facilities, Aeronauticsfor international customers and continues to provide service-life extension, modernization and other upgrade programs for our customers’ F‑16 aircraft, with existing contracts continuing for several years. We delivered eightAs of December 31, 2021, we have 128 F-16 aircraft in 2017 andbacklog, extending into 2027. We continue to seek international opportunities to deliver additional aircraft. In November 2017, the U.S. and Bahrain signed a government-to-government agreement, or a Letter of Offer and Acceptance (LOA), regarding the sale of new production Block 70 aircraft for the Royal Bahraini Air Force. We are transitioning F-16 production to Greenville, South Carolina, to support the Bahrain production program and other emerging F-16 production requirements.
While production and deliveries of F-22 aircraft were completed in 2012, Aeronautics continues to provide modernization and sustainment activities for the U.S. Air Force’s F-22 aircraft fleet. The modernization program comprises upgrading existing systems requirements, developing new systems requirements, adding capabilities and enhancing the performance of the weapon systems. The sustainment program consists of sustaining the weapon systems of the F-22 fleet, providing training systems, customer support, integrated support planning, supply chain management, aircraft modifications and heavy maintenance, systems engineering and support products.
Aeronautics provides sustainment services for the existing U.S. Air Force C-5 Galaxy fleet and modernization activities to convert 52 C-5 Galaxy aircraft to the C-5M Super Galaxy configuration. These modernization activities include the installation of new engines, landing gear and systems and other improvements that enable a shorter takeoff, a higher climb rate, an increased cargo load and longer flight range. As of December 31, 2017, we had delivered 48 C‑5M aircraft under these modernization activities, including seven C-5M aircraft delivered in 2017. As of December 31, 2017, we have four C-5 aircraft in backlog with all deliveries expected in 2018. Although existing production contracts provide for deliveries of C-5M aircraft through mid-2018, we continue to seek additional modernization opportunities for the C-5 Galaxy fleet beyond 2018. Sustainment activities for our customers’ C-5 Galaxy aircraft are expected to continue for several years.
In addition to the aircraft programs discussed above, Aeronautics is involved in advanced development programs incorporating innovative design and rapid prototype applications. Our Advanced Development Programs (ADP) organization, also known as Skunk Works®, is focused on future systems, including unmanned and manned aerial systems and next generation capabilities for advanced strike,hypersonics, intelligence, surveillance, reconnaissance, situational awareness and air mobility. We continue to explore technology advancement and insertion ininto our existing aircraft. We also are involved in numerous network-enabled activities that allow separate systems to work together to increase effectiveness and we continue to invest in new technologies to maintain and enhance competitiveness in military aircraft design, development and production.
Missiles and Fire Control
In 2017,2021, our MFC business segment generated net sales of $7.2$11.7 billion, which represented 14%17% of our total consolidated net sales. MFC’s customers include the military services, principally the U.S. Army, and various government agencies of the U.S. and other countries, as well as commercial and other customers. In 2017,2021, U.S. Government customers accounted for 64%,71% and international customers accounted for 34% and U.S. commercial and other customers accounted for 2%29% of MFC’s net sales.
MFC provides air and missile defense systems; tactical missiles and air-to-ground precision strike weapon systems; logistics; fire control systems; mission operations support, readiness, engineering support and integration services; manned and
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unmanned ground vehicles; and energy management solutions. MFC also has contracts with the U.S. Government for various classified programs. MFC’s major programs include:
The Patriot Advanced Capability-3 (PAC-3) and Terminal High Altitude Area Defense (THAAD) air and missile defense programs. PAC-3 is an advanced defensive missile for the U.S. Army and international customers designed to intercept and eliminate incoming airborne threats using kinetic energy. THAAD is a transportable defensive missile system for the U.S. Government and international customers designed to engage targets both within and outside of the Earth’s atmosphere.
The Multiple Launch Rocket System (MLRS), Hellfire, and Joint Air-to-Surface Standoff Missile (JASSM) and Javelin tactical 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 platforms produced for the U.S. Army 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. JASSM is an air-to-ground missile launched from fixed-wing aircraft, which is produced for the U.S. Air Force 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 provides weapons targeting capability for the Apache helicopter for the U.S. Army and international customers. SNIPER is a targeting system for several fixed-wing aircraft and is produced for the U.S. Air Force and international customers. JavelinIRST21provides long-range infrared detection and tracking of airborne threats and is a shoulder-fired anti-armor rocket system, whichused on several fixed-wing aircraft. IRST21 is produced for the U.S. Army, Marine CorpsAir Force, the U.S. Navy, the National Guard and international customers.
The Apache, SNIPER® and Low Altitude Navigation and Targeting Infrared for Night (LANTIRN®) fire control systems programs. The Apache fire control system provides weapons targeting capability for the Apache helicopter for the U.S. Army and international customers. Sniper is a targeting system for several fixed-wing aircraft and LANTIRN is a combined navigation and targeting system for several fixed-wing aircraft. Both Sniper and LANTIRN are produced for the U.S. Air Force and international customers.
The Special Operations Forces ContractorGlobal Logistics Support Services (SOF CLSS)GLSS) program, which provides logistics support services to the special operations forces of the U.S. military. In August 2017, we were awarded a contract for
Hypersonics programs, which include several programs with the Special Operations Forces Global Logistics Support Services (SOF GLSS) program, which is a competitive follow-on contractU.S. Air Force and U.S. Army to SOF CLSS.design, develop and build hypersonic strike weapons.

Rotary and Mission Systems
In 2017,2021, our RMS business segment generated net sales of $14.2$16.8 billion, which represented 28%25% of our total consolidated net sales. RMS’ customers include the military services, principally the U.S. ArmyNavy and Navy,Army, and various government agencies of the U.S. and other countries, as well as commercial and other customers. In 2017,2021, U.S. Government customers accounted for 69%70%, international customers accounted for 28% and U.S. commercial and other customers accounted for 3%2% of RMS’ net sales. Net sales from RMS’ Sikorsky helicopter programs represented 10% of our consolidated net sales in 2021, and 9% in 2020 and 2019. RMS also has contracts with the U.S. Government for classified programs.
RMS provides design, manufacture, servicedesigns, manufactures, services and support for a variety ofsupports various military and commercial helicopters; ship and submarine mission and combat systems; mission systems and sensors for rotary and fixed-wing aircraft;helicopters, surface ships, sea and land-based missile defense systems;systems, radar systems; the Littoral Combat Ship (LCS);systems, sea and air-based mission and combat systems, command and control mission solutions, cyber solutions, and simulation and training services; and unmanned systems and technologies. In addition, RMS supports the needs of government customers in cybersecurity and delivers communications and command and control capabilities through complex mission solutions for defense applications.solutions. RMS’ major programs include:
TheSikorsky programs such as those related to the Black Hawk® and Seahawk® helicopters manufactured forwhich are in service with U.S. and foreign governments.governments, the CH-53K King Stallion heavy lift helicopter serving the U.S. Marine Corps, the Combat Rescue Helicopter (CRH) utilized by the U.S. Air Force, and the VH-92A helicopter for the U.S. Marine One transport mission.
TheIntegrated warfare systems and sensors (IWSS) programs such as Aegis Combat System (Aegis) servesprograms that serve as a fleet ballistican air and missile defense system for the U.S. Navy and international customers and is also a sea and land-based element of the U.S. missile defense system.
The LCS, asystem, and the Littoral Combat Ship (LCS) and Multi-Mission Surface Combatant (MMSC) programs to provide surface combatant shipships for the U.S. Navy and international customers that are designed to operate in shallow waters and the open ocean.
The CH-53K development helicopter deliveringCommand, control, communications, computers, cyber, combat systems, intelligence, surveillance, and reconnaissance (C6ISR) programs such as the next generation heavy lift helicopter for the U.S. Marine Corps.
The VH-92A helicopter manufactured for the U.S. Marine One transport mission.
The Advanced Hawkeye Radar System, an airborne early warning radar, which RMS provides for the E2-C/E2-D aircraft produced for the U.S. Navy and international customers.
The Command, Control, Battle Management and Communications (C2BMC) contract, a program to increase the integration ofprovide an air operations center for the Ballistic Missile Defense System for the U.S. Government.Government, and undersea combat systems programs largely serving the U.S. Navy.
Training and logistics solutions (TLS) programs such as those providing sustainment services and programs that provide simulators and associated training to U.S. military and foreign government customers.

Space
In 2017,2021, our Space business segment generated net sales of $9.5$11.8 billion, which represented 19%18% of our total consolidated net sales. Space’s customers include the U.S. Air Force, U.S. Space Force, U.S. Navy, National Aeronautics and Space Administration (NASA), Missile Defense Agency (MDA) and various government agencies of the U.S. Government agencies and other countries along with commercial customers. In 2017,2021, U.S. Government customers accounted for 85%,92% and international customers
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accounted for 14% and U.S. commercial and other customers accounted for 1%8% of Space’s net sales. Net sales from Space’s satellite products and services represented 11%, 13% and 15%10% of our total consolidated net sales in 2017, 20162021 and 2015.11% in 2020 and 2019.
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.
Space is engaged in the research and development, design, engineering and production of satellites, space transportation systems, and strategic, advanced strike, and defensive missile systems and space transportation systems. Space provides network-enabled situational awareness and integrates complex space and ground global systems to help our customers gather, analyze and securely distribute critical intelligence data. Space is also responsible for various classified systems and services in support of vital national security systems. 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. Air Force with enhanced worldwide missile warning capabilities.
The Trident II D5 Fleet Ballistic Missile (FBM), a program with the U.S. Navy for the only submarine-launched intercontinental ballistic missile currently in production in the U.S.
The United Kingdom’s nuclear deterrent program operated by the AWE Management Limited (AWE) joint venture.
The Orion Multi-Purpose Crew Vehicle (Orion), a spacecraft for the National Aeronautics and Space Administration (NASA)NASA utilizing new technology for human exploration missions beyond low earth orbit.
The Space Based Infrared System (SBIRS), which provides the U.S. Air Force with enhanced worldwide missile launch detection and tracking capabilities.
Global Positioning System (GPS) III, a program to modernize the GPS satellite system for the U.S. Air Force.
The Advanced Extremely High Frequency (AEHF) system, the next generation of highly secure communications satellites for the U.S. Air Force.

Financial, Geographic and Other Business Segment Information
For additional information regarding our business segments, including comparative segment net sales, operating profit and related financial information, including geographic, for 2017, 2016, and 2015, see “Business Segment Results of Operations” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 5 – Information on Business Segments” included in our Notes to Consolidated Financial Statements.
Competition
Our broad portfolio of products and services competes both domestically and internationally against products and services of other large aerospace and defense companies, as well as numerous smaller competitors. Changes within the industry we operate in, such as vertical integration by our peers, could negatively impact us. We often form teams with our competitors in efforts to provide our customers with the best mix of capabilities to address specific requirements. In some areas of our business, customer requirements are changing to encourage expanded competition and increasingly what would have previously been competed as a single large procurement is being broken into multiple smaller procurements. Principal factors of competitionHypersonics programs, which include the value of our products and services to the customer; technical and management capability; the ability to develop and implement complex, integrated system architectures; total cost of ownership; our demonstrated ability to execute and perform against contract requirements; and our ability to provide timely solutions. Technological advances in such areas as: additive manufacturing, cloud computing, advanced materials, autonomy, robotics, and big data and new business models such as commercial access to space are enabling new factors of competition for both traditional and non-traditional competitors.
The competition for international sales is generally subject to U.S. Government stipulations (e.g., export restrictions, market access, technology transfer, industrial cooperation and contracting practices). We may compete against U.S. and non-U.S. companies (or teams) for contract awards by international governments. International competitions also may be subject to different laws or contracting practices of international governments that may affect how we structure our bid for the procurement. In many international procurements, the purchasing government’s relationshipseveral programs with the U.S. Army and its industrial cooperation programs are also important factors in determiningU.S. Navy to design, develop and build hypersonic strike weapons.
Next Generation Interceptor (NGI), a program with the outcome of a competition. It is common for international customersMDA utilizing next generation propulsion and sensors 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 offset agreements, see “Contractual Commitments and Off-Balance Sheet Arrangements” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.provide homeland missile defense.

Intellectual Property
We routinely apply for and own a substantial number of U.S. and foreign patents and trademarks related to the products and services we provide. In addition to owning a large portfolio of patents and trademarks, we develop and own other intellectual property, including trademarks, copyrights, trade secrets and know-how. Unpatented research, development and engineering skills also make an important contributionknow-how, which contribute significantly to our business. We also license intellectual property to and from third parties. The Federal Acquisition Regulation (FAR) providesand Defense Federal Acquisition Regulation Supplement (DFARS) provide that the U.S. Government has licensesobtains certain rights in our intellectual property, including patents, that are developed by us and our subcontractors and suppliers in performance of government contracts or with government funding, and itfunding. The U.S. Government may use or authorize others, including competitors, to use such intellectual property, commonly referredproperty. See the discussion of matters related to as government use rights. The U.S. Government is taking increasingly aggressive positions under the FAR both as to whatour intellectual property they believe such rights apply and to acquire broad license rights to use and have others use such intellectual property. If the U.S. Government is successful in these efforts, this could affect our ability to compete and to obtain access to and use certain supplier intellectual property. Foreignwithin Item 1A - Risk Factors. Non-U.S. governments may also have certain rights in patents and other intellectual property developed in performance of foreign government contracts.our contracts for them. Although our intellectual property rights in the aggregate are important to the operation of our business, we do not believe that any existing patent, license or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on our business taken as a whole.
Research and Development
We conduct research and development (R&D) activities using our own funds (referred to as company-funded R&D or independent research and development (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. R&D costs include basic research, applied research, concept formulation studies, design, development, and related test activities. See “Note 1 – Organization and Significant Accounting Policies” (under the caption “Research and development and similar costs”) included in our Notes to Consolidated Financial Statements.
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. We seek to manage raw materials supply risk through long-term contracts and by maintaining an acceptable level of the key materials in inventories.
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 aluminum and titanium. Carbon fiber is an important ingredient in composite materials used in our Aeronautics programs, such as the F-35 aircraft. We have been advised by some suppliers that pricing and the timing of availability of materials in some commodities markets can fluctuate widely. These fluctuations may
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negatively affect the price and availability of certain materials. While we do not anticipate material problems regarding the supply of our raw

materials and believe that we have taken appropriate measures to mitigate these variations, if key materials become unavailable or if pricing fluctuates widely in the future, it could result in delay of one or more of our programs, increased costs or reduced operating profits.profits or cash flows.
We rely on other companies to provide materials, major 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. A failure by one or more of these suppliers or subcontractors to provide the agreed-upon supplies or perform the agreed-upon services on a timely basis, according to specifications, or at all, may affect our ability to perform our obligations. While we believe we have taken appropriate measures to mitigate these risks, supplier disruptions, including as a result of COVID-19, could result in delays, increased costs, or reduced operating profits or cash flows. For more information on the risks related to our suppliers and raw materials, see Item 1A - Risk Factors.
No material portion of our business is considered to be seasonal. Various factors can affect the distribution of our sales between accounting periods, including the timing of government awards, the availability of government funding, product deliveries and customer acceptance.
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. Our human capital management strategy, which we refer to as our people strategy, is tightly aligned with our business needs and technology strategy. During 2021, 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. 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
As of December 31, 2021, we had a highly skilled workforce made up of approximately 114,000 employees, including approximately 59,000 engineers, scientists and information technology professionals. As of December 31, 2021, approximately 93% of our workforce was located in the U.S. and approximately 20% of our employees were covered by collective bargaining agreements with various unions. 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.
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. 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. 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.
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Employee Profile (as of December 31, 2021):
Women(a)
People of Color(a)
Veterans(a)
People with Disabilities(a)
Overall23%29%21%10%
Executives(b)
23%15%20%11%
(a)Based on employees who self-identify. Includes only U.S. employees and expatriates except for 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
We strive to hire, develop and retain the top talent in the industry. During 2021, we hired more than 10,000 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. 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 benefit practices, 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.
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. 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 2021, 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.
Competition
Our broad portfolio of products and services competes both domestically and internationally against products and services of other large aerospace and defense companies, numerous smaller competitors and, increasingly, emerging competitors, including startups and non-traditional defense contractors. Changes within the industry we operate in, such as vertical integration by our peers, could negatively impact us without appropriate remedies to protect our interests. We often form teams with our competitors in efforts to provide our customers with the best mix of capabilities to address specific requirements. In some areas of our business, customer requirements are changing to encourage expanded competition. Principal factors of competition include the value of our products and services to the customer; technical and management capability; the ability to develop and implement complex, integrated system architectures; total cost of ownership; our demonstrated ability to execute and perform against contract requirements; and our ability to provide timely and cost effective solutions. 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.
The competition for international sales is generally subject to U.S. Government stipulations (e.g., export restrictions, market access, technology transfer, industrial cooperation and contracting practices). We may compete against U.S. and non-
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U.S. companies (or teams) for contract awards by international governments. International competitions also may be subject to different laws or contracting practices of international governments that may affect 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 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 offset agreements, see “Contractual Commitments” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 1A - Risk Factors.
Government Contracts and Regulations
Our business is heavily regulated. We contract with numerous U.S. Government agencies and entities, principally all branches of the U.S. military and NASA. We also contract with similar government authorities in other countries and they regulate our non-FMS international efforts.sales. 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 must comply with, and are affected by, laws and regulations relating to the formation, administration and performance of U.S. Government and other governments’ contracts.contracts, including foreign governments. These laws and regulations, among other things:
require certification and disclosure of all cost or pricing data in connection with certain types of contract negotiations;
impose specific and unique cost accounting practices that may differ from U.S. GAAP;generally accepted accounting principles (GAAP);
impose acquisition regulations, which may change or be replaced over time, that define allowablewhich costs can be charged to the U.S. Government, how and unallowablewhen costs the allocability of costs,can be charged, and otherwise govern our right to reimbursement under certain U.S. Government and foreign contracts;
require specific security controls to protect U.S. Government controlled unclassified information and restrict the use and dissemination of information classified for national security purposes and the export of certain products, services and technical data; and compliance with cyber security regulations by our supply chain; and
require the review and approval of contractor business systems, defined in the regulations as: (i) Accounting System; (ii) Estimating System; (iii) Earned Value Management System, for managing cost and schedule performance on certain complex programs; (iv) Purchasing System; (v) Material Management and Accounting System, for planning, controlling and accounting for the acquisition, use, issuing and disposition of material; and (vi) Property Management System.
The U.S. Government and other governments may terminate any of our government contracts and subcontracts either at its convenience or for default based on our performance. 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. Government or other governments; however, the U.S. Government and other governments could make claims to reduce the contract value or recover its procurement costs and could assess other special penalties. 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 - Risk Factors. For more information regarding government contracting laws and regulations, see Item 1A - Risk Factors as well as “Critical Accounting Policies - Contract Accounting / Sales Recognition” in Management’s Discussion and Analysis of Financial Condition and Results of Operations. For more information on the risks of doing work internationally, see Item 1A - Risk Factors.
Additionally, our programs for the U.S. Government may also enter intooften operate for periods of time under undefinitized contract actions (UCAs), which means that we begin performing our obligations before the terms, specifications or price are finally agreed to between the parties. Although in most cases we historically have reached mutual agreement to definitize our UCAs, the U.S. Government has the ability to unilaterally definitize contracts and has done so in the past. Absent a successful appeal of such action, the unilateral definitization of the contract actions. Thisobligates us to perform under terms and conditions imposed by the U.S. Government. The U.S. 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.
A portion of our business is classified by the U.S. Government and cannot be specifically described. The operating results of these classified contracts are included in our consolidated financial statements. The business risks and capital requirements associated with classified contracts historically have not differed materially from those of our other U.S. Government contracts. Our internal controls addressing the financial reporting of classified contracts are consistent with our internal controls for our non-classified contracts.
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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 mostsubstantially all of our environmental costs are allowable in establishing the price of our products and services under our contracts with the U.S. Government. 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 1415 – Legal Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial Statements. See also the discussion of environmental matters within Item 1A - Risk Factors.

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 and changes in procurement policies 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.
Backlog
At December 31, 2017, our backlog was $99.9 billion compared with $96.2 billion at December 31, 2016. Backlog is converted into sales in future periods as work is performed or deliveries are made. Under existing revenue recognition guidance, approximately $31 billion, or 31%, of our backlog at December 31, 2017 would have been converted into sales in 2018.
Our backlog includes both funded (firm orders for our products and services for which funding has been both authorized and appropriated by the customer) and unfunded (firm orders for which funding has not been appropriated) amounts. We do not include unexercised options or potential orders under indefinite-delivery, indefinite-quantity agreements in our backlog. If any of our contracts with firm orders were to be terminated, our backlog would be reduced by the expected value of the unfilled orders of such contracts. Funded backlog was $73.6 billion at December 31, 2017, as compared to $66.0 billion at December 31, 2016. For backlog related to each of our business segments, see “Business Segment Results of Operations” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Research and Development
We conduct research and development (R&D) activities under customer-sponsored contracts and with our own independent R&D funds. Our independent R&D costs include basic research, applied research, development, systems and other concept formulation studies. Generally, these costs are allocated among contracts and programs in progress. Costs we incur under customer-sponsored R&D programs pursuant to contracts are included in net sales and cost of sales. Under certain arrangements in which a customer shares in product development costs, our portion of the unreimbursed costs is expensed as incurred in cost of sales. Independent R&D costs charged to cost of sales were $1.2 billion in 2017, $988 million in 2016, and $817 million in 2015. See “Note 1 – Significant Accounting Policies” (under the caption “Research and development and similar costs”) included in our Notes to Consolidated Financial Statements.
Employees
At December 31, 2017, we had approximately 100,000 employees, about 93% of whom were located in the U.S. Approximately 21% of our employees are covered by collective bargaining agreements with various unions. 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. Management considers employee relations to be good.
Available Information
We are a Maryland corporation formed in 1995 by combining the businesses of Lockheed Corporation and Martin Marietta Corporation. Our principal executive offices are located at 6801 Rockledge Drive, Bethesda, Maryland 20817. Our telephone number is (301) 897-6000 and our website home pageaddress is at www.lockheedmartin.com.
We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Annual Report on Form 10-K (Form 10-K).
Throughout this Form 10-K, we incorporate by reference information from parts of other documents filed with the U.S. Securities and Exchange Commission (SEC). The SEC allows us to disclose important information by referring to it in this manner.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for our annual stockholders’ meetings and amendments to those reports are available free of charge on our website, www.lockheedmartin.com/investor, as soon as reasonably practical after we electronically file the material with, or furnish it to, the SEC. In addition, copies of our annual report will be made available, free of charge, upon written request. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including Lockheed Martin Corporation.
Forward-Looking Statements
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 expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties.
Statements and assumptions with respect to future sales, income and cash flows, program performance, the outcome of litigation, anticipated pension cost and funding, environmental remediation cost estimates, planned acquisitions or dispositions

of assets, or the anticipated consequences are examples of forward-looking statements. Numerous factors, including the risk factors described in the following section, could affectcause our actual results to differ materially from those expressed in our forward-looking statements and actual performance.statements.
Our actual financial results likely will be different from those projected due to the inherent nature of projections. Given these uncertainties, forward-looking statements should not be relied on in making investment decisions. The forward-looking statements contained in this Form 10-K speak only as of the date of its filing. Except where required by applicable law, we expressly disclaim a duty to provide updates to forward-looking statements after the date of this Form 10-K to reflect
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subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this Form 10-K are intended to be subject to the safe harbor protection provided by the federal securities laws.

ITEM  1A.    Risk Factors
An investment in our common stock or debt securities involves risks and uncertainties. We seek to identify, manage and mitigate risks to our business, but risk and uncertainty cannot be eliminated or necessarily predicted. The outcome of one or more of these risks could have a material effect on our operating results, financial position, or cash flows. You should carefully consider the following factors, in addition to the other information contained in this Annual Report on Form 10-K, before deciding to purchase our common stock or debt securities.
Risks Related to our Reliance on Government Contracts

We depend heavily on contracts with the U.S. Government for a substantial portion of our business. Changes in the U.S. Government’s priorities, or delays or reductions in spending could have a material adverse effect on our business.
We derived 69%71% of our total consolidated net sales from the U.S. Government in 2017,2021, including 58%62% from the Department of Defense (DoD).DoD. We expect to continue to derive most of our sales from work performed under U.S. Government contracts. Those contracts are conditioned upon the continuing availability of Congressional appropriations. Congress usually appropriates funds on a fiscal-yearfiscal year (FY) basis even though contract performance may extend over many years. Consequently, contracts are often partially funded initially and additional funds are committed only as Congress makes further appropriations.appropriations over time. If we incur costs in excess of funds obligated on a contract or in advance of a contract award, we may be at risk of not being reimbursed for reimbursement of those costs unless and until additional funds are obligated under the contract or the contract is awarded and funded.
Budget uncertainty, the risk of future budget cuts, the potential for U.S. Government shutdowns, the use of continuing resolutions, and the federal debt ceiling can adversely affect our industry and the funding for our programs. If appropriations were delayed or a government shutdown were to occur and were to continue for an extended period of time, we could be at risk of program cancellations and other disruptions and nonpayment. When the contract.U.S. Government operates under a continuing resolution, new contract and program starts are restricted and funding for our programs may be unavailable, reduced or delayed. Shifting funding priorities or federal budget compromises, could also result in reductions in overall defense spending on an absolute or inflation-adjusted basis, which could adversely impact our business. Our business could also be adversely impacted by reductions or delays in spending by non-U.S. government customers who are facing budget pressures.
We believe our diverse range of products and services generally make it less likely that cuts in any specific contract or program will affect our business on a long-term basis. However, termination of multiple or large programs or contracts could adversely affect our business and future financial performance. Changes in funding priorities could also reduce opportunities in existing programs and in future programs where we intend to compete. While we would expect to compete and be well positioned as the incumbent on existing programs, we may not be successful and, even if we are successful, the replacement programs may be funded at lower levels. In addition, our ability to grow in key areas such as hypersonics programs, classified programs and next-generation franchise programs will also be affected by the overall budget environment, 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 comprises a material portion of our revenue and reductions in funding for this program and risks related to the development, production, sustainment, performance, schedule, cost and requirements of the program could adversely affect our performance.
The F-35 program, which consists of multiple development, production and sustainment contracts, is our largest program and represented 25%27% of our total consolidated net sales in 2017 and is expected to represent a higher percentage of our sales in future years.2021. A decision by the U.S. Government or other governments to cut spending on this program or reduce or delay planned orders would have an adverse impact on our business and results of operations. Given the size and complexity of the F-35 program, we anticipate that there will be continual reviews related to aircraft performance, program schedule, cost, and requirements as part of the DoD, Congressional, and international partners’countries’ oversight and budgeting processes. Current program challenges include but are not limited to, increasing manufacturing capabilities to meet higher customer demand for new aircraft and sustainment activities, supplier, Lockheed Martin and partner performance (including COVID-19 performance-related challenges), software development, levelthe receipt of cost associated with life cycle operations and sustainment and warranties, successfully negotiating and receiving funding for production contracts on a timely basis, executingexecution of future flight tests and findings resulting from testing and operating the aircraft. Additionally,aircraft, the U.S. Government may also enter into unilateral contract actions. A unilateral contract action obligates uslevel of cost associated with life cycle operations, sustainment and potential contractual obligations, and the ability to perform under termscontinue to reduce the unit production costs and conditions imposedimprove affordability.
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Our planned production rates and deliveries have been affected and could continue to be affected by the U.S. Government. Unilateral contract actions could negatively affect profit and cash flows, and establish a precedent for future contracts.
Based upon our diverse range of defense, homeland security and information technology products and services, we believe that this makes it less likely that cuts in any specific contractCOVID-19 or program will have a long-term effect on our business. However, termination of multiple or large programs or contracts could adverselysupplier delays which affect our business and future financial performance. Potential changes in funding priorities may afford new or additional opportunities for our businesses in termsresults of existing, follow-on or replacement programs. While we would expect to compete and be well positioned as the incumbent on existing programs, weoperations. We also may not be successful orin making hardware and software upgrades and other modernization capabilities in a timely manner, including as a result of dependencies on suppliers, which could increase costs and create schedule delays. Our ability to capture and retain future F-35 growth in development, production and sustainment is dependent on the replacement programs may be funded at lower levels.success of our efforts to achieve F-35 sustainment performance, customer affordability, supply chain improvements, continued reliability improvements and other efficiencies, some of which are outside our control.
We are subject to a number of procurement laws and regulations.regulations, including those that enable the U.S. Government to terminate contracts for convenience. Our business and our reputation could be adversely affected if we or those we do business with fail to comply with these laws.
We must comply with and are affected by laws and regulations relating to the award, administration and performance of U.S. Government contracts. Government contract laws and regulations affect how we do business with our customers and impose certain risks and costs on our business. A violation of specificthese laws and regulations by us, our employees, others working on our behalf, a supplier or a joint venture partner could harm our reputation and result in the imposition of fines and penalties, the termination of our contracts, suspension or debarment from bidding on or being awarded contracts, loss of our ability to export products or perform services and civil or criminal investigations or proceedings. In addition, costs to comply with new government regulations can increase our costs, reduce our margins and affect our competitiveness.
In some instances, theseGovernment contract laws and regulations can impose terms or rightsobligations that are different fromthan those typically found in commercial transactions. For example, the U.S. Government may terminate any of our government contracts and subcontracts either at its convenience ornot only for default based on our performance.performance but also at its convenience. Upon termination for convenience of a fixed-price type contract, typically we normally

are entitled to receive the purchase price for delivered items, reimbursement for allowable costs for work-in-process and an allowance for profit on the contract or adjustment for loss if completion of performance would have resulted in a loss.
Upon termination for convenience of a cost-reimbursable contract, we normally are entitled to reimbursement of allowable costs plus a portion of the fee. Allowablefee, and allowable costs would include our cost to terminate agreements with our suppliers and subcontractors. The amount of the fee recovered, if any, is related to the portion of the work accomplished prior to termination and is determined by negotiation. We attempt to ensure that adequate funds are available by notifying the customer when its estimated costs, including those associated with a possible termination for convenience, approach levels specified as being allotted to its programs. As funds are typically appropriated on a fiscal year basis and as the costs of a termination for convenience may exceed the costs of continuing a program in a given fiscal year,Programs occasionally programs do not have sufficient funds appropriated to cover the termination costs wereif the government were to terminate them for convenience. Under such circumstances, the U.S. Government could assert that it is not required to appropriate additional funding.
A termination arising out of our default may expose us to liability and have a material adverse effect on our ability to compete for future contracts and orders. In addition, on those contracts for which we are teamed with others and are not the prime contractor, the U.S. Government could terminate a prime contract under which we are a subcontractor, notwithstanding the fact that our performance and the quality of the products or services we delivered were consistent with our servicescontractual obligations as a subcontractor. In the case of termination for default, the U.S. Government could make claims to reduce the contract value or recover its procurement costs and could assess other special penalties. However,
Our programs for the U.S. Government often operate for periods of time under such circumstancesUndefinitized Contract Actions (UCAs), which means that we have rightsbegin performing our obligations before the terms, specifications or price are finally agreed to between the parties. The U.S. Government has (and has exercised in the past) the ability to unilaterally definitize contracts, which, absent a successful appeal, obligates us to perform under terms and remedial actions under lawsconditions imposed by the U.S. Government. This can affect our ability to negotiate mutually agreeable contract terms and, the Federal Acquisition Regulation (FAR).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.
In addition, certainCertain of our U.S. Government contracts span one or more base years and include multiple option years. The U.S. Government generally has the rightmay decide not to exercise option periods, and may not exercise an option period for various reasons. However, thewhich could result in a loss of expected sales or profits. The U.S. Government also may decide to exercise option periods even for contracts forunder which it is expected that our costs may exceed the contract price or ceiling.ceiling, which could result in losses or unreimbursed costs.
Evolving U.S. Government agencies, including the Defense Contract Audit Agency, the Defense Contract Management Agencyprocurement policies, increased emphasis on cost over performance and various agency Inspectors General, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, its cost structure, its business systems and compliance with applicable laws, regulations and standards. rapid acquisition initiatives could adversely affect our business.
The U.S. Government hascould implement procurement policies that negatively impact our profitability or the ability to decreasewin new business. Changes in procurement policy favoring more incentive-based fee arrangements, different award fee criteria or withholdgovernment contract negotiation offers based upon the customer’s view of what our costs should be (as compared to our actual costs) may affect the predictability of our profit rates or make it more difficult to compete on certain types of programs. In addition, changes in contract financing policy for fixed-price contracts, such as changes in performance and progress payments whenpolicies, including a reversal or modification of the DoD’s March 2020 increase to the applicable progress payment rate from 80% to 90%, could significantly affect the timing of our cash flows. Our customers also may seek to negotiate non-traditional contract provisions or contract types. The U.S. Government’s preference for fixed-price contracting has resulted in what we believe to be the inappropriate application of fixed-priced contracting methods to development programs. By their nature, the
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technical challenges, costs and timing of development programs are difficult to estimate and the use of fixed-price instead of cost-reimbursable contracts for such programs increases the financial risk to the contractor. This has resulted in losses on certain fixed-price development programs and could result in additional losses in the future. In addition, an increased number of contract solicitations require the contractor to bid upfront on cost-reimbursable development work and the follow-on fixed-price production options in one submission. This requirement increases the risk that we may experience lower margins than expected, or a loss, on the production options because we must estimate the cost of producing a product before it deems systemshas been developed. These risks may cause us not to bid on certain future programs, which could adversely affect our future growth prospects and financial performance. See Note 1 – Organization and Significant Accounting Policies included in our Notes to Consolidated Financial Statements for further details about losses incurred on certain programs, including fixed-price development programs. In addition, given the customer’s emphasis on cost, even if we effectively manage program life-cycle and sustainment costs and meet customer affordability targets, the customer may elect to recompete programs at the end of existing contracts, which may result in a lost business opportunity or reduce operating margins. From time to time, the U.S. Government also has proposed contract terms, imposed internal policies, or taken positions that represent fundamental changes from historical practices or that we believe are inconsistent with the FAR or other laws and regulations and which could adversely affect our business.
The DoD is increasingly pursuing rapid acquisition pathways and procedures for new technologies, including through so called “other transaction authority” agreements (OTAs). While OTAs do not currently represent a significant portion of our overall contracts (less than 2% of total backlog), in recent years the DoD has increased the frequency of use and the size of OTAs and we expect this trend to continue. OTAs are exempt from many traditional procurement laws, including the FAR, and may be used, subject to its reviewcertain conditions, for research, prototype development and follow-on production for a successful prototype. The conditions to award OTAs include, in certain instances, that a significant portion of the work under the OTA is performed by a non-traditional defense contractor or that a portion of the cost of the protype project is funded by non-governmental sources. If we cannot successfully adapt to the DoD’s rapid acquisition processes or if the DoD significantly increases the use of OTAs with non-traditional defense contractors or increasingly mandates cost sharing, then we may lose strategic new business opportunities in high-growth areas and our future performance and results could be inadequate. Additionally, any costs found to be misclassified may be subject to repayment. We have unaudited and/or unsettled incurred cost claims related to past years, which places riskadversely affected. Our success also depends on our ability to issue final billings on contracts for which authorizedcontinue to identify technological innovation and appropriated funds may be expiring.
If an audit or investigation uncovers improper or illegal activities, we may be subjectadapt it to civil or criminal penalties and administrative sanctions, including reductionsour platforms in light of the value of contracts, contract modifications or terminations, forfeiture of profits, suspension of payments, penalties, fines and suspension, or prohibition from doing businesschanges in procurement policies that emphasize acquiring technologies with the U.S. Government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us. Similar government oversight exists in most other countries where we conduct business.shorter life cycles.
Our profitability and cash flow may vary based on the mix of our contracts and programs, our performance, and our ability to control costs and evolving U.S. Government procurement policies.costs.
Our profitability and cash flow may vary materially depending on the types of government contracts undertaken, the nature of products produced or services performed under those contracts, the costs incurred in performing the work, the achievement of other performance objectives and the stage of performance at which the right to receive fees is determined, particularly under award and incentive-fee contracts.
Failure to perform to customer expectations and contract requirements may result in reduced fees or losses and may adversely affect our financial performance. Our backlog includes a variety of contract types and represents the sales we expect to recognize for our products and services in the future. In addition, a significant portion of our contracts are classified by the U.S. Government, which impose security requirements that limit our ability to discuss our performance on these contracts, including any specific risks, disputes and claims.
Contract types primarily include fixed-price and cost-reimbursable contracts. Under each type of contract, if we are unable to control costs, including due to greater than anticipated inflation or unexpected delays, our operating results could be adversely affected, particularly if we are unable to demonstrate an increase in contract value to our customers. Cost overruns or the failure to perform on existing programs also may adversely affect our ability to retain existing programs and win future contract awards, or could cause the customer to terminate the contract for convenience. Given broader inflation in the economy, we are monitoring the risk inflation presents to active and future contracts. To date we have not seen broad based increases in costs from inflation that are intendedmaterial to address changing risk and reward profilesthe business as a program matures. Contract types include cost-reimbursable,whole; however, if we began to experience greater than expected supply chain and labor inflation our profits and margins under our contracts, in particular fixed price contracts, could be adversely affected.
Under fixed-price incentive-fee,contracts, we agree to perform specified work for a pre-determined price. If our actual costs exceed our estimates our profits are reduced and we could incur a loss. Some fixed-price contracts have a performance-based component under which we may earn incentive payments or incur financial penalties based on our performance. For additional risks related to the DoD’s current use of fixed-price contracts see the risk factor above. See Note 1 – Organization and time-and-materials contracts.Significant Accounting Policies included in our Notes to Consolidated Financial Statements for further details about losses incurred on certain fixed-price programs to date. Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract plus a fee up to a ceiling based on the amount that has been funded. Contracts for development programs with complex design and technical challenges are typicallyoften cost-reimbursable. Under cost-reimbursable contracts, we are reimbursed for allowable costs and paid a fee, which may be fixed or performance-based. In these cases, the associated financial risks primarily relate to a reduction in fees and thepotential program could be canceledcancellation if cost, schedule or technical performance issues arise.
Other
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arise. Our backlog also includes contracts in backlog are for the transition from development to production (e.g., Low Rate Initial Productionlow rate initial production (LRIP) contracts), which includeswhere the challenge of starting and stabilizing a manufacturing production and test line while the final design is being validated.validated and managing change in requirements or capabilities create performance and financial risks to our business. These generallycontracts frequently are cost-reimbursable or fixed-price incentive-fee contracts. Under a fixed-price incentive-fee contract, the allowable costs incurred are eligible for reimbursement but are subject to a cost-share arrangement, which affects profitability. Generally, if our costs exceed the contract target cost or are not allowable under the applicable regulations, we may not be able to obtain reimbursement for all costs and may have our fees reduced or eliminated.

There are also contracts for production, as well as operations and maintenance of the delivered products, that have the challenge of achieving a stable production and delivery rate, while maintaining operability of the product after delivery. These contracts are mainly fixed-price, although some operationsprimarily fixed-price. In addition, certain contracts associated with our Space business segment contain provisions that require us to forfeit fees, pay penalties, or provide replacement systems in the event of performance failure, which could negatively affect our earnings and maintenancecash flows.
We are routinely subject to audit by our customers on government contracts are time-and-materials type. Under fixed-priceand the results of those audits could have an adverse effect on our business, reputation and results of operations.
U.S. Government agencies, including the Defense Contract Audit Agency, the Defense Contract Management Agency and various agency Inspectors General, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, we receive a fixed price regardless ofits cost structure, its business systems and its compliance with applicable laws, regulations and standards. The U.S. Government has the actual costs we incur. We haveability to absorbdecrease or withhold certain payments when it deems systems subject to its review to be inadequate. Additionally, any costs in excessfound to be misclassified may be subject to repayment and from time to time we have had substantial disagreements with government auditors regarding the allowability of the fixed price. Under time-and-materialscosts incurred by us under government contracts, we are paid for labor at negotiated hourly billing rates and for certain expenses.
The failure to perform to customer expectations and contract requirements may result in reduced fees or losses and affect our financial performance in that period. Under each type of contract,which delays payments even if we are unablecorrect in our positions. We have unaudited or unsettled incurred cost claims related to control costs, our operating results could be adversely affected, particularly if we are unable to justify an increase in contract value to our customers. Cost overruns or the failure to perform on existing programs also may adversely affectpast years, which limits our ability to retain existing programsissue final billings on contracts for which authorized and win future contract awards.
The U.S. Government is currently pursuing and implementing policies that could negatively impact our profitability. Changes in procurement policy favoring more incentive-based fee arrangements, different award fee criteriaappropriated funds may be expiring or government contract negotiation offers based upon the customer’s view of what our costs should be (as compared to our actual costs) may affect the predictability of our profit rates. Our customers are subject to pressures that maycan result in a changedelays in contract types referenced above earlier in a program’s maturity than is traditional. An example of this is the use of fixed-price incentive-fee contracts for recent LRIP contracts on the F-35 program while the development contract is being performed concurrently. Our customers also may pursue non-traditional contract provisions in negotiation of contracts. For example, changes resulting from the F-35 development contract may need to be implemented on the production contracts (including the LRIP contracts), a concept referred to as concurrency, which may require us to pay for a portion of the concurrency costs. In some circumstances, the U.S. Government is proposing positions that are inconsistent with the FARfinal billings and existing practice. For example, the U.S. Government is now requiring that bid and proposal costs be included in general and administrative costs, rather than charged directly to contracts in certain circumstances. Another example is a recent challenge to overhead costs. The U.S. Government’s pursuit of policies intended to cause us to absorb cost may become more aggressive if the U.S. Government concludes that our profitability justifies cost shifting without regard to the provisions of the FAR.
Other policies could negatively impact our working capital and cash flow. For example contrary to FAR, the government has expressed a preference for requiring progress payments rather than performance based payments on new fixed-price contracts, which if implemented, delays our ability to recoverclose out a significant amountcontract.
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 costs incurred on athe value of contracts, contract modifications or terminations, forfeiture of profits, suspension of payments, penalties, fines, suspension, or prohibition from doing business with the U.S. Government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us. Similar government oversight and thus affects the timing ofrisks to our cash flows.business and reputation exist in most other countries where we conduct business.
Increased competition and bid protests in a budget-constrained environment may make it more difficult to maintain our financial performance and customer relationships.
We are experiencing increased competition while, at the same time, many of our customers are facing budget pressures, trying to do more with less by cutting costs, identifying more affordable solutions, performing certain work internally rather than hiring a contractor, and reducing product development cycles. It is critical we maintain strong customer relationships and seek to understand the priorities of their requirements in this price competitive environment.
In international sales, we face substantial competition from both U.S. manufacturers and international manufacturers whose governments sometimes provide research and development assistance, marketing subsidies and other assistance for their products. Additionally, our competitors are also focusing on increasing their international sales to partially mitigate the effect of reduced U.S. Government budgets. To remain competitive, we consistently must maintain strong customer relationships and provide superior performance, advanced technology solutions and service at an affordable cost and with the agility that our customers require to satisfy their mission objectives.
A substantial portion of our business is awarded through competitive bidding. The U.S. Government increasingly has relied uponon competitive contract award types, including indefinite-delivery, indefinite-quantity and other multi-award contracts, which have the potential to create pricing pressure and to increase our costcosts by requiring that weus to submit multiple bids and proposals. In addition, multi-awardMulti-award contracts require that weus to make sustained efforts to obtain task orders under the contract. Additionally, competitive bids that do not contain cost-realism evaluation criteria can lead to competitors taking aggressive pricing positions. The competitive bidding process entails substantial costs and managerial time to prepare bids and proposals for contracts thatU.S. Government also may not be awarded to us or may be split among competitors. Additionally, the U.S. Government may fail to award us large competitive contracts that we otherwise might have won in an effort to maintain a broader industrial base. Following award, we
We may encounter significant expenses, delays, contract modifications or bid protests from unsuccessful bidders on new program awards.awards seeking to overturn the award. Unsuccessful bidders are more frequently protesting inalso may protest with the hopegoal of being awarded a subcontract for a portion of the work in return for withdrawing the protest. Bid protests couldcan result in significant expenses to us, contract modifications or even loss of the contract award. Even where a bid protest does not result in the loss of a contract award and the resolution can extend the time until the contract activity can begin and as a result, delay our recognizingthe recognition of sales. We also may not be successful in ourOur efforts to protest or challenge any bids for contracts that were not awarded to us also may be unsuccessful and could result in our incurrence of significant expense.
We are facing increased competition from emerging competitors, including startups and non-traditional defense contractors, while, at the same time, many of our customers are facing significant budget pressures and are trying to do more with less by cutting costs, using fixed price contracts, deferring large procurements, identifying more affordable solutions, performing certain work internally rather than hiring contractors, and reducing product development cycles. If competitors can offer lower cost services and products, or provide services or products more quickly, at equivalent or even reduced capabilities, we may lose new business opportunities or contract recompetes, which could adversely affect our future results. Furthermore, acquisitions in our industry, including vertical integration, could also result in increased competition or limit our access to certain suppliers without appropriate remedies to protect our interests. To remain competitive, we must maintain consistently strong customer relationships, seek to understand customer priorities and provide superior performance, advanced technology solutions and services at an affordable cost with the agility that our customers require to satisfy their mission objectives in an increasingly price competitive environment. Our success in achieving these goals may depend, among other things, on accurately assessing our customers’ needs and our competitors’ capabilities, containing our total costs relative to competitors,
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successfully and efficiently investing in emerging technologies, adopting innovative business models and adaptive pricing methods, effectively collaborating across our business areas, and adopting and integrating new digital manufacturing and operating technologies and tools into our product lifecycles and processes.
Other Risks Related to our Operations

The effects of COVID-19 and other potential future public health crises, epidemics, pandemics or similar events on our business, operating results and cash flows are uncertain.

The coronavirus disease 2019 (COVID-19) pandemic continues to present business challenges, and we continue to experience impacts related to COVID-19, primarily in increased coronavirus-related costs, delays in supplier deliveries, travel restrictions, site access and quarantine restrictions, employee absences, remote work and adjusted work schedules. We took steps to comply with the executive order mandating COVID-19 vaccines across our workforce, with exceptions approved for employees based on medical reasons or religious beliefs, until it was enjoined by a federal court in December 2021. As of December 31, 2021, more than 96% of our U.S. employee population had been vaccinated or received an approved exception. If the executive order is reinstated on appeal, or new mandates implemented, it is uncertain to what extent compliance with any such vaccine mandates may result in adverse impacts such as workforce attrition for us or our suppliers or reduced morale or efficiency. If the adverse impact is significant for us or our suppliers, our operations and ability to execute on our contracts could incur significant timebe adversely affected. The ultimate impact of COVID-19 on our operational and expensefinancial performance in such efforts.future periods, including our ability to execute our programs in the expected timeframe, remains uncertain and will depend on future pandemic-related developments, including the duration of the pandemic, potential subsequent waves of COVID-19 infection or potential new variants, the effectiveness and adoption of COVID-19 vaccines and therapeutics, supplier impacts and related government actions to prevent and manage disease spread, including the implementation of any federal, state, local or foreign vaccine mandates, all of which are uncertain and cannot be predicted. The long-term impacts of COVID-19 on government budgets and other funding priorities, including international priorities, that impact demand for our products and services and our business are also difficult to predict but could negatively affect our future results and performance.

In accordance with the Department of Homeland Security’s identification of the Defense Industrial Base as a critical infrastructure sector in March 2020, our U.S. production facilities have continued to operate during the pandemic, however, our operations have been adjusted in response to the pandemic. Staffing levels at our facilities, our customer facilities, and our supplier facilities have and could continue to fluctuate as a result of COVID-19, which could negatively impact our business. In addition, countries other than the U.S. have implemented different responses to the pandemic that can affect our international operations and the operations of our suppliers and customers around the world. Base closures, travel restrictions, and quarantine requirements both within and outside the U.S. have affected our normal operations and resulted in some schedule delays and future or prolonged occurrences of these could adversely affect our ability to achieve contract milestones and our results of operations.
As described in the risk factor below, we rely on other companies and the U.S. Government to provide materials, major 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. Global supply chain disruption caused by COVID-19 has impacted some of our programs and could impact our ability to perform on our contracts, in particular in instances where there is not a qualified second source of supply. We have been working with our suppliers and customers to manage COVID-19 impacts, including by accelerating payments to certain suppliers based on a risk assessed need. However, if alternatives or other mitigations are not effective, deliveries and other milestones on affected programs could be adversely impacted.
We continue to monitor the impacts of COVID-19 on the fair value of our assets. While we do not currently anticipate any material impairments on the carrying value of our assets as a result of COVID-19, future changes in expectations for sales, earnings and cash flows related to intangible assets and goodwill below our current projections could cause these assets to be impaired.
We are the prime contractor on most of our contracts and if our subcontractors, suppliers or teaming agreement or joint venture partners fail to perform their obligations, our performance and our ability to win future business could be harmed.
For most of our contracts weWe rely on other companies to provide materials, major components and products, and to perform a portion of the services that we provideare provided to our customers. Suchcustomers under the terms of most of our contracts. These arrangements may involve subcontracts, teaming arrangements, joint ventures or supply agreements with other companies upon which we rely (contracting parties). There is a risk that the contracting party does not perform at all or to our expectations or meet affordability targets and we may have disputes with our contracting parties, including disputes regarding the quality and timeliness of work performed, the workshare provided to that party,workshares, customer concerns about the other party’s performance, our failure to extend existing task ordersissue or issue newextend task orders, or our hiring the personnel of a subcontractor, teammate or joint venture partner or vice versa. In addition, changesWe could also be adversely affected by actions by
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or issues experienced by our contracting parties that are outside of our control, such as misconduct and reputational issues involving our contracting parties, which could subject us to liability or adversely affect our ability to compete for contract awards.
Changes in the economic environment, including as a result of the COVID-19 pandemic, geopolitical events, defense budgets, trade sanctions and constraints on available financing, and the highly competitive and budget-constrained environment in which we operate, may adversely affect the financial stability and viability of our contracting parties andor their ability to meet their performance requirements or to provide needed supplies or services on a timely basis as might their inability to perform profitably in the current highly competitivebasis. Some scarce raw materials required for our products are largely controlled by a single country, including rare earth minerals that are largely controlled by China, and budget constrained environment. We could alsotherefore can be adversely affectedimpacted by reputational issues experienced by our teammatespotential trade actions involving that are outsidecountry. Advanced microelectronics, including semiconductors, underpin many of our control,current and future critical technologies and platforms and global shortages of these products due to COVID-19 or other supply chain challenges could result in increased procurement lead times and costs and potential shortages, which could adversely affectimpact our performance. Additionally, our efforts to increase the efficiency of our operations and improve the affordability of our products and services could negatively impact our ability to competeattract and retain suppliers. We must comply with specific procurement requirements that can limit the source of supplies and we do not have secondary suppliers for contract awards. some supplies. Because the identification and qualification of new or additional suppliers can take an extended period of time, issues with suppliers or trade actions that limit our ability to use certain suppliers can have an adverse impact on our business. Complying with U.S. Government contracting regulations that limit the source or manufacture of suppliers and impose stringent cybersecurity regulations also may create challenges for our supply chain and increase costs.
A failure for whatever reason, by one or more of our contracting parties to provide the agreed-upon supplies or perform the agreed-upon services on a timely basis, according to specifications, or at all, may affect our ability to perform our obligations and require that we transition the work to other companies. Contracting party performance deficiencies may result in additional costs or delays in product deliveries and affect our operating results and could result in a customer terminating our contract for default or convenience. A default termination could expose us to liability and affect our ability to compete for future contracts and orders. A failure by our contracting parties to meet affordability targets could negatively affect our profitability, result in contract losses and affect our ability to win new business.
Our success depends, in part, on our ability to develop new technologies, products and services and efficiently produce and deliver existing products.
Many of the products and services we provide are highly engineered and involve sophisticated technologies with related complex manufacturing and systems integration processes. Our customers’ requirements change and evolve regularly. Accordingly, our future performance depends, in part, on our ability to adapt to changing customer needs rapidly, identify emerging technological trends, develop and manufacture innovative products and services efficiently and bring those offerings to market quickly at cost-effective prices. This includes efforts to implement emerging digital and network technologies and capabilities. To advance our innovation and position us to meet our customers’ requirements, we make investments in emerging technologies that we believe are needed to keep pace with rapid industry innovation and seek to collaborate with commercial entities that we believe have complementary technologies to ours. These entities may not be accustomed to government contracting and may be unwilling to agree to the government’s customary terms, including those governing intellectual property. In addition, our relationships and contracts with these commercial entities may present different risks and challenges, including with respect to intellectual property, liability and indemnification terms, than what we are accustomed to with our government customers. Due to the complex and often experimental nature of the products and services we offer, we may experience technical difficulties during the development of new products or technologies. These technical difficulties could result in delays and higher costs, which may negatively impact our financial results, and could divert resources from other projects, until such products or technologies are fully developed. See Note 1 – Organization and Significant Accounting Policies included in our Notes to Consolidated Financial Statements for further details about losses incurred on certain development programs. Additionally, there can be no assurance that our development projects will be successful or meet the needs of our customers.
Our competitors may also develop new technology, or offerings, or more efficient ways to produce existing products that could cause our existing offerings to become obsolete or that could gain market acceptance before our own competitive offerings. If we fail in our development projects or if our new products or technologies fail to achieve customer acceptance, we may be unsuccessful in obtaining new contracts or winning all or a portion of next generation programs, and this could adversely affect our future performance and financial results. We also may not be successful in our efforts to increase the efficiencygrow in key areas such as hypersonics, classified programs, and winning next generation franchise programs, which could adversely affect our future performance.
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International sales may pose different economic, regulatory, competition and other risks.
In 2017, 30%2021, 28% of our total net sales were from international customers. This percentage has been increasingcustomers and we have a strategy to continue tothese sales may grow international sales, inclusive of sales of F-35 aircraft to our international partners and other countries.in the future. International sales are subject to numerous political and economic factors, budget uncertainty, regulatory requirements, significant competition, taxation, and other risks associated with doing business in foreign countries. Our exposure to such risks increased as a result of our acquisition of Sikorsky and our increased ownership interest in AWE and may further increase if ouroutside the U.S. In international sales, grow as we anticipate.face substantial competition from both U.S. manufacturers and international manufacturers whose governments sometimes provide research and development assistance, marketing subsidies and other assistance for their products and services.
Our international business is conducted through foreign military sales (FMS) contracted through the U.S. Government orand by direct commercial sales (DCS) withto international customers. In 2017, approximately 63% of our sales to international customers were FMS and about 37% were DCS. These transaction types differ as FMS transactions represent sales by the U.S. Government to international governments and our contractcontracts with the U.S. Government isare subject to FAR. Bythe FAR and the DFARS. In contrast, DCS transactions represent sales by us directly to another international governmentcustomers and are not subject to the FAR or commercialthe DFARS, although they are subject to the procurement regulations of the international customer. All salesSales to international customers are subject to U.S. and foreign laws and regulations, including without limitation, import-export control, technology transfer restrictions, investments, taxation, repatriation of earnings, exchange controls, the Foreign Corrupt Practices Act and other anti-corruption laws and regulations, and the anti-boycott provisions of the U.S. Export Administration Act.Control Reform Act of 2018. While we have stringentextensive policies in place to comply with such laws and regulations, failure by us, our employees or others working on our behalf to comply with these laws and regulations could result in administrative, civil, or criminal liabilities, including suspension, debarment from bidding for or performing government contracts, or suspension of our export privileges, which could have a material adverse effect on us. We frequently team with international subcontractors and suppliers who also are also exposed to similar risks.
While internationalInternational sales whether contracted as FMS or DCS, present risks that are different and potentially greater than those encountered in our U.S. business, DCS with international customers may impose even greater risks.business. We believe DCS transactions present the greatest potential risks because they involve direct commercial relationships with parties with whom we typically have less familiarity and where there may be significant cultural differences.familiarity. Additionally, international procurement and local country rules and regulations, contract laws, and regulations, and contractual termsjudicial systems differ from those in the U.S. and, are less familiar to us. International regulationsin some cases, may be interpreted by foreign courts less bound by precedentdeveloped than in the U.S., which could impair our ability to enforce contracts and increase the risk of adverse or unpredictable outcomes, including the possibility that certain matters that would be considered civil matters in the U.S. are treated as criminal matters in other countries.
In conjunction with more discretion; these interpretations frequently have terms less favorabledefense procurements, some international customers require contractors to us than the FAR. Export and import, tax and currency risk also may be increasedcomply with industrial cooperation regulations, including entering into industrial participation or industrial development agreements, sometimes referred to as offset agreements, as a condition to obtaining orders for DCS with international customers. While these risks are potentially greater than those encountered in our U.S. business, we seek to price our products and services. Industrial participation or development agreements generally extend over several years and obligate the contractor to perform certain commitments, which may include in-country purchases, technology transfers, local manufacturing support, consulting support to in-country projects, investments in joint ventures and financial support projects. The customer’s expectations in respect of the scope of offset commitments can be substantial, including high-value content, and may exceed existing local technical capability. Failure to meet these commitments, which can be subjective and outside of our control, may result in significant penalties, and could lead to a reduction in sales to a country. Furthermore, certain of our existing industrial development agreements are dependent upon the successful operation of joint ventures that we do not control and involve products and services commensurate withthat are outside of our core business, which may increase the risk profilethat we fail to meet our industrial cooperation agreements, expose us to compliance risks of the joint venture and impair our ability to recover our investment. For more information on DCS with international customers.our industrial development obligations, including the notional value of our remaining industrial development obligations and potential penalties for non-compliance, see “Contractual Commitments” in Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
Geopolitical issues and considerations could have a significant effect on our business.
Our international business is highly sensitive to changes in regulations (including tariffs, sanctions, embargoes, export and import controls and other trade restrictions), political environments or security risks that may affect our ability to conduct business outside of the U.S., including those regarding investment, procurement, taxation and repatriation of earnings.
On July 14, 2020 and again on October 26, 2020, the People’s Republic of China (China) announced it may impose sanctions against Lockheed Martin in response to Congressional Notifications of potential Foreign Military Sales to Taiwan, which included sales of Lockheed Martin products. We will continue to follow official U.S. Government guidance as it relates to sales to Taiwan and do not see a material impact on our sales at this time. China has not specified the nature of any such sanctions, but could seek to restrict our commercial sales or supply chain, including the supply of rare earth or other raw materials, and could also impose sanctions on our suppliers, teammates or partners. The nature, timing and potential impact of any sanctions that may be imposed by China or any other related actions that may be taken are uncertain.
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International sales also may be adversely affected by actions taken by the U.S. Government in the exercise of foreign policy, Congressional oversight or the financing of particular programs, including the prevention or imposition of conditions upon the sale and delivery of our products, the imposition of sanctions, or Congressional action to block sales of our products. For example, the U.S. Government has imposed certain sanctions on Turkish entities and persons as described in the risk factor below, and could act in the future to prevent or restrict sales to other customers. Our international business also may be impacted by changes in foreign national priorities, foreign government budgets, global economic conditions, and fluctuations in foreign currency exchange rates. Sales of military products and any associated industrial cooperation agreements are also affected by defense budgets and U.S. foreign policy.policy, including trade restrictions and disputes, and there could be significant delays or other issues in reaching definitive agreements for announced programs and international customer priorities could change. Additionally, the timing of orders from our international customers can be less predictable than for our U.S. customers and may lead to fluctuations in the amount reported each year for our international sales.

U.S. Government sanctions on Turkey could adversely impact our results of operations and cash flows.
In conjunctionAs a result of Turkey accepting delivery of the Russian S-400 air and missile defense system, the U.S. Government removed Turkey from the F-35 program in 2019 and in December 2020 imposed sanctions on Turkey’s defense procurement agency (SSB) and certain of the agency’s officers under the Countering America’s Adversaries Through Sanctions Act (CAATSA). The primary sanction imposed was a restriction on all new U.S. export licenses and authorizations for any goods or technology transferred to SSB. This sanction does not apply to current, valid export licenses and authorizations; however, it does apply to any modifications or extensions of those licenses. We expect the U.S. Government to continue to engage Turkey on these issues, but we have no indication that the sanctions will be removed, that additional sanctions will not be imposed or that Turkey will not issue reciprocal sanctions.
Turkish suppliers continue to produce component parts for the F-35 program, some of which are single-sourced. We have made significant progress transitioning to non-Turkish suppliers, but due to the procedure to qualify new parts and suppliers, this collaborative process between the DoD and Lockheed Martin is ongoing. During 2020, the DoD publicly confirmed that Turkish suppliers would be permitted to provide certain components for the F-35 through 2022. Efforts to date to re-establish our replacement capacity have significantly reduced our risk, but final resolution of supply arrangements on a limited number of remaining components could affect F-35 deliveries, and any related work stoppage would impact cost. We will continue to follow official U.S. Government guidance as it relates to completed aircraft that were produced for Turkey and the export and import of component parts from the Turkish supply chain. The U.S. Government sanctions on SSB and certain affiliated persons, and Turkey’s removal from the F-35 program have not resulted in significant adverse financial effects on the F-35 program to date; however, unforeseen actions could impact the timing of orders, disrupt the production of aircraft, delay delivery of aircraft, disrupt delivery of sustainment components produced in Turkey and impact funding on the F-35 program, including impacts resulting from any reprogramming of funds that may be necessary to mitigate the impact of procuring alternate sources for Turkish made components. Although, in the case of the F-35 program, we expect that these costs ultimately would be recovered from the U.S. Government; the availability or timing of any recovery could adversely affect our cash flows and results of operations.
We have a number of contracts with defense procurements, some international customers require contractors to complyTurkish industry for the Turkish Utility Helicopter Program (TUHP), which anticipates co-production with industrial cooperation regulations, including entering into industrial cooperation agreements, sometimes referred toTurkish industry for production of T70 helicopters for use in Turkey, as offset agreements. Offset agreements may require in-country purchases, technology transfers, local manufacturing support, investments in foreign joint ventureswell as the related provision of Turkish goods and financial support projects as an incentiveservices under buy-back or as a condition to a contract award. In some countries, these offset agreements may require the establishment of a venture with a local company, which must control the venture. The costs to satisfy our offset obligations, to include the future sales of helicopters built in Turkey for sale globally. Although existing export licenses are includednot subject to the current sanctions, we continue to expect pending and future export licensing applications and any required modifications, extensions or changes in scope to the estimatesexisting licenses where SSB or any of certain affiliated persons is a party to the underlying transaction to be denied, which denials would adversely affect our total costsability to completeperform the contractimpacted contracts. For example, since April 2021, we have received multiple denials from the U.S. Department of State for export, import and maymanufacturing licenses pertaining to TUHP. These denials prevent us from performing certain significant obligations under contracts for TUHP, which has and will affect our sales and impact our profitability and cash flows. The ability to recover investmentscertain costs. As a result of these license denials, we have provided force majeure notices under the affected contracts and these contracts may be restructured or terminated, which could result in a further reduction in sales, the imposition of penalties or assessment of damages, and increased unrecoverable costs. In addition, we have other programs where we work with Turkish industry, including for domestic U.S. Black Hawk® helicopter production, that rely on components from Turkish suppliers. While these commercial relationships are not affected by the current sanctions, they could be adversely affected by the imposition of additional sanctions.
Although the existing sanctions adversely affect our participation in TUHP, they are not currently expected to have a material effect on our overall business. The sanctions, however, may result in the loss of future sales opportunities to and in Turkey and are adversely affecting our relationships with Turkish-based suppliers who we make is generally dependent uponhave worked with for many years, and any future sanctions by the successful operationU.S. Government or reciprocal actions by Turkey or Turkish industry could result in further
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restrictions on exports or imports, reductions in backlog, returns of advance payments, costs to develop alternate supply sources, restrictions on payments, force majeure events or contract restructurings or terminations. Such activity could also result in claims from our customers and suppliers, which may involveinclude the amount established in any settlement agreements, the costs of evaluating and negotiating settlement agreements or, if settlement discussions fail, potential adverse findings in arbitral or court proceedings and related costs. These effects could have a material impact on our operating results, financial position and cash flows.
We may be unable to benefit fully from or adequately protect our intellectual property rights or use third-party intellectual property, which could negatively affect our business.
We own a substantial number of U.S. and foreign patents and trademarks related to the products and services that are dissimilarwe provide. In addition to owning a large portfolio of patents and trademarks, we develop and own other intellectual property, including copyrights, trade secrets and research, development and engineering know-how, which contribute significantly to our business activities. In thesebusiness. We also license intellectual property to and from third parties. The FAR and DFARS provide that the U.S. Government obtains certain rights in intellectual property, including patents, developed by us and our subcontractors and suppliers in performance of government contracts or with government funding. The U.S. Government may use or authorize others, including competitors, to use such intellectual property. Non-U.S. governments may also have certain rights in patents and other situations,intellectual property developed in performance of our contracts with these entities. 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. The DoD is also implementing an overarching intellectual property acquisition policy that will require a greater focus and planning as to intellectual property rights for its programs, and we have no assurance as to the potential impacts of this policy or any associated regulatory changes on future acquisitions. The DoD’s efforts could be liableaffect our ability to protect and exploit our intellectual property and to leverage supplier intellectual property, for violationsexample, if we are unable to obtain necessary licenses from our suppliers to meet government requirements. Additionally, third parties may assert that our products or services infringe their intellectual property rights, which could result in costly and time-consuming disputes, subject us to damages and injunctions and adversely affect our ability to compete and perform on contracts.
Our business and financial performance depends on our ability to identify, attract and retain a highly skilled workforce.
Due to the specialized nature of law for actions taken by these entities such as laws relatedour business, our performance is dependent upon our ability to anti-corruption, importidentify, attract and export, taxation, and anti-boycott restrictions. Offset agreements generally extend over several years and may provide for penalties in the event we fail to perform in accordanceretain a workforce with the offset requirements which are typically subjectiverequisite skills in multiple areas including: engineering, science, manufacturing, information technology, cybersecurity, business development and strategy and management. Our operating performance is also dependent upon personnel who hold security clearances and receive substantial training to work on certain programs or tasks and can be difficult to replace on a timely basis if we experience unplanned attrition. Additionally, as we expand our operations internationally, it is increasingly important to hire and retain personnel with relevant experience in local laws, regulations, customs, traditions and business practices.
As we consider measures to increase the efficiency of our operations and improve the affordability of our products and services, such as consolidating and relocating certain operations, they may affect personnel retention. Additionally, a substantial portion of our workforce (including personnel in leadership positions) are nearing retirement.
To the extent that we lose experienced personnel, it is critical that we develop other employees, hire new qualified personnel, and successfully manage the short and long-term transfer of critical knowledge and skills. Competition for talent is intense, and this may affect our ability to successfully attract or retain personnel with the requisite skills or clearances. We increasingly compete with commercial technology companies outside of the aerospace and defense industry for qualified technical, cyber and scientific positions as the number of qualified domestic engineers is decreasing and the number of cyber professionals is not keeping up with demand. To the extent that these companies grow at a faster rate or face fewer cost and product pricing constraints, they may be able to offer more attractive compensation and other benefits to candidates, including in the recruitment of our control.existing employees. In cases where the demand for skilled personnel exceeds supply, we could experience higher labor, recruiting or training costs in order to attract and retain such employees. We could experience difficulty in performing our contracts and executing on new or growing programs if we have a shortage of skilled employees or if our recruiting is delayed. We also must manage leadership development and succession planning throughout our business. While we have processes in place for management transition and the transfer of knowledge and skills, the loss of key personnel, coupled with an inability to adequately train other personnel, hire new personnel or transfer knowledge and skills, could significantly impact our ability to perform under our contracts and execute on new or growing programs.
Beginning with the pandemic, a significant portion of our workforce began working remotely and we expect a significant portion to continue working remotely greater than 50% of the time when the pandemic abates. While we see many benefits to remote and hybrid work and have adopted new tools and processes to support the workforce, if we are unable to effectively
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adapt to this hybrid work environment long term, then we may experience a less cohesive workforce, increased attrition, reduced program performance and less innovation.
Approximately 20% of our employees are covered by collective bargaining agreements with various unions. If we encounter difficulties with renegotiations or renewals of collective bargaining arrangements or are unsuccessful in those efforts, we could incur additional costs and experience work stoppages. Union actions at suppliers can also affect us. Any delays or work stoppages could adversely affect our ability to perform under our contracts, which could negatively impact our results of operations, cash flows, and financial condition.
Our efforts to minimize the likelihood and impact of adverse cyber securitycybersecurity incidents and to protect data and intellectual property may not be successful and our business could be negatively affected by cyber or other security threats or other disruptions.
WeGiven the nature of our business, we routinely experience various cybersecurity threats, threats to our information technology infrastructure, unauthorized attempts to gain access to our company, sensitiveemployee- and customer-sensitive information, insider threats and denial-of-service attacks as do our customers, suppliers, subcontractors and joint venture partners. We have a Computer Incident Response Team (CIRT) which has among its responsibilities defending against such attacks. Additionally, we conduct regular periodic training of our employees as to the protection of sensitive information which includes training intended to prevent the success of “phishing” attacks. We experience similar security threats at customer sites that we operate and manage.
The threats we face vary from attacks common to most industries, such as ransomware, to more advanced and persistent, highly organized adversaries, including nation states,state actors, which target us and other defense contractors because we protect national security information.contractors. These threats can cause disruptions to our business operations. If we are unable to protect sensitive information, including complying with evolving information security and data protection/privacy regulations, our customers or governmental authorities could question the adequacy of our threat mitigation and detection processes and procedures, andprocedures. Moreover, depending on the severity of thean incident, our customers’ data, our employees’ data, our intellectual property (including trade secrets and research, development and engineering know-how), and other third partythird-party data (such as teammates, venture partners, subcontractors, suppliers and vendors) could be compromised. AsProducts and services we provide to customers also carry cybersecurity risks, including risks that they could be breached or fail to detect, prevent or combat attacks, which could result in losses to our customers and claims against us, and could harm our relationships with our customers.
We have an extensive global security organization whose mission is to protect our systems and data, including a consequenceComputer Incident Response Team (CIRT) to defend against cyber attacks and annual training of theirour employees on protection of sensitive information, including testing intended to prevent the success of “phishing” attacks. Additionally, we partner with our defense industrial base peers, government agencies and cyber associations to share intelligence to further defend against cyber attacks. We also have a corporate-wide counterintelligence and insider threat detection program to proactively identify external and internal threats, and mitigate those threats in a timely manner. However, because of the persistence, sophistication and volume of cyber attacks, we may not be successful in defending against all such attacks. Dueattacks and due to the evolving nature of these security threats and the national security aspects of much of the data we protect, the impact of any future incident cannot be predicted.
In addition to cyber threats, we experience threats to the security of our facilities and employees and threats from terrorist acts as doWe also typically work cooperatively with our customers, suppliers, subcontractors, joint venture partners and entities we acquire, with whom we typically work cooperativelywho are subject to similar threats, to seek to minimize the impact of cyber threats, other security threats or business disruptions. However, we must rely on the safeguards put in place by these entities, as well as otherThese entities, which we do notare typically outside our control whoand may have access to our information, and may affect the security of our information. These entities have varying levels of cybersecurity expertise and safeguards, and their relationships with government contractors, such as Lockheed Martin,including us, may increase the likelihood that they are targeted by the same cyber threats we face. We have approximately 16,000thousands of direct suppliers and even more indirect suppliers with a wide variety of systems and cyber securitycybersecurity capabilities and we may not be successful in preventing adversaries from exploiting possible weak linksactively seek to exploit security and cybersecurity weaknesses in our supply chain. A breach in our multi-tiered supply chain could impact our data or customer deliverables. We also must rely on this supply chain for detecting and reporting cyber incidents, and so we may not be successful in reportingwhich could affect our ability to report or respondingrespond to cyber securitycybersecurity incidents effectively or in a timely manner. Because of the ongoing supply chain cyber security related threats, our customers continue to seek that large prime contractors, like Lockheed Martin, take steps to assure the cyber capabilities of their supply chain. Consequently, cyber security events in our supply chain could have an adverse impact on our relationships with our customers.
The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Additionally, some cyber technologies we develop under contract for our customers, particularly those related to homeland security, may raise potential liabilities related to intellectual property and civil liberties, including privacy concerns, which may not be fully insured or indemnified by other means or involve reputational risk. Our enterprise risk management program includes threat detection and cyber securitycybersecurity mitigation plans, and our disclosure controls and procedures address cyber securitycybersecurity and include elements intended to ensure that there is an analysis of potential disclosure obligations arising from security breaches. We also maintain compliance programs to address the potential applicability of restrictions againston trading while in possession of material, nonpublic information generally and in connection with a cyber securitycybersecurity breach. However, we may not be successful in detecting, reporting or responding
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In addition to cyber incidents in a timely manner.threats, we face threats to the security of our facilities and employees and threats from terrorist acts, which could materially disrupt our business if carried out.
If we fail to successfully complete or manage acquisitions, divestitures, equity investments and other transactions, successfullyincluding our proposed acquisition of Aerojet Rocketdyne, or if acquired entities or equity investments fail to perform as expected, our financial results, business and future prospects could be harmed.
In pursuing our business strategy, we routinely conduct discussions, evaluate companies, and enter into agreements regarding possible acquisitions, divestitures,joint ventures, other investments and equity investments.divestitures. We seek to identify acquisition or investment opportunities that will expand or complement our existing products and services or customer base, at attractivereasonable valuations. We often compete with othersother companies for the same opportunities. To be successful, we must conduct due diligence to identify valuation issues and potential

loss contingencies; negotiate transaction terms; complete and close complex transactions; integrate acquired companies and employees; and realize anticipated operating synergies efficiently and effectively. Acquisition, divestiture, joint venture and investment transactions often require substantial management resources and have the potential to divert our attention from our existing business. Unidentified or identified but un-indemnified pre-closinguncertain liabilities that are not covered by indemnification or other coverage could adversely affect our future financial results,results. This is particularly the case in respect of successor liability under procurement laws and regulations such as the False Claims Act or the Truthful Cost or Pricing Data Act (formerly the Truth in Negotiations Act,Act), anti-corruption, environmental, tax, import-export and technology transfer laws, which provide for civil and criminal penalties and the potential for debarment. We also may incur unanticipated costs or expenses, including post-closing asset impairment charges, expenses associated with eliminating duplicate facilities, employee retention, transaction-related or other litigation, and other liabilities. Any of the foregoing could adversely affect our business and results of operations.
Ventures,On December 20, 2020, we entered into an agreement to acquire Aerojet Rocketdyne Holdings, Inc. (Aerojet Rocketdyne). Closing of the transaction is subject, among other things, to expiration of any waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (which now has expired), and any other period in which the parties have agreed not to close. On January 11, 2022, the parties provided an updated notice of their intended closing date under their timing agreement with the Federal Trade Commission (FTC), whereby the parties agreed that they would not close the transaction before January 27, 2022, to enable the parties to discuss the scope and nature of the merchant supply and firewall commitments previously offered to the FTC by Lockheed Martin. We have been advised by the FTC that its concerns regarding the transaction cannot be addressed adequately by the terms of a consent order. We believe it is highly likely that the FTC will vote to sue to block the transaction and expect they will make a decision before January 27, 2022. If the FTC sues to block the transaction, we could elect to defend the lawsuit within 30 days or terminate the merger agreement. If the FTC does not file a lawsuit to block the transaction before January 27, 2022, the parties could proceed to close the transaction, but there is no assurance that the FTC would not file a lawsuit challenging the transaction after the closing since the parties have not reached agreement on the terms of a consent order. A post-closing lawsuit could include taking action to seek a declaration that the acquisition is unlawful and to seek divestiture of all or part of the Aerojet Rocketdyne business or to enjoin integration of the Aerojet Rocketdyne business with Lockheed Martin’s business. There is no assurance that we would be successful in any litigation with the FTC, whether before or after closing.
We may be unable to close or achieve the expected benefits of this transaction as a result of, among other things, the failure to obtain, delays in obtaining, or adverse conditions contained in any required regulatory or other approvals for consummation of the acquisition, including any FTC lawsuit to block the transaction; Aerojet Rocketdyne’s or our business being disrupted due to transaction-related uncertainty resulting from the FTC review process or any FTC lawsuit, both before or after closing; the failure or inability due to litigation, including any FTC lawsuit, or consent orders to successfully and timely acquire and integrate Aerojet Rocketdyne and realize the expected synergies, cost savings and other benefits of the acquisition; the potential for Aerojet Rocketdyne or us to terminate the merger agreement pursuant to its terms, including if the transaction has not closed on or before March 21, 2022; competitive responses to the proposed acquisition; unexpected liabilities, costs, charges or expenses resulting from the acquisition, including the costs associated with the FTC review process, any consent order or any FTC lawsuit; and potential adverse reactions or changes to business relationships as a result of any FTC lawsuit, consent order or the completion of the acquisition. If the transaction is completed, any debt issuance to finance the acquisition will increase our interest expense and financial leverage and could negatively impact our credit ratings. The expected cash cost of the acquisition also assumes the assumption of net cash on the balance sheet of Aerojet Rocketdyne at closing after payment of outstanding debt, which is subject to uncertainty.
Joint ventures and other noncontrolling equity investments operate under shared control with other parties. These investments typically face many of the same risks and uncertainties as we do, but may expose us to additional risks not present if we retained full control. A joint venture partner may have economic or other business interests that are inconsistent with ours and we may be unable to prevent strategic decisions that may adversely affect our business, financial condition and results of
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operations. We also could be adversely affected by, or liable for, actions taken by these joint ventures that we do not control, including violations of anti-corruption, import and export, taxation and anti-boycott laws.
Depending on our rights and percentage of ownership, we may consolidate the financial results of such entities or account for our interests under the equity method. Under the equity method of accounting for nonconsolidated ventures and investments, we recognize our share of the operating profit or loss of these joint ventures in our results of operations. Our operating results may beare affected by the conduct and performance of businesses over which we do not exercise control which includes the inability to influence strategic decisions that may adversely affect our business, financial condition and, results of operations. Asas a result, we may not be successful in achieving the growth or other intended benefits of strategic investments. Our joint ventures face many of the same risks and uncertainties as we do. The most significant impact of our equity investments is inhad the greatest impact on our Space business segment where approximately 21%6% of its 20172021 operating profit was derived from its share of earnings from equity method investees, particularlyprimarily that in United Launch Alliance (ULA).
ThereThrough our Lockheed Martin Ventures Fund, we make investments in early-stage companies that we believe are advancing or developing new technologies applicable to our core businesses and new initiatives important to Lockheed Martin. These investments may be in the forms of common or preferred stock, warrants, convertible debt securities or investments in funds and are generally illiquid at the time of investment, which limits our ability to exit an investment or realize an investment absent a liquidity event. Typically, we hold a non-controlling interest and, therefore, are unable to influence strategic decisions by these companies and may have limited visibility into their activities, which may result in our not realizing the intended benefits of the investments. For fund investments, we have even less influence and visibility as a non-controlling investor in a fund that invests in other companies. We may recognize significant gains or losses attributable to adjustments of the investments’ fair value, including impairments up to and including the full value of the investment, which can be no assuranceaffected by the success of the companies, market volatility and changes in valuations of our investment holdings.
Risks Related to Significant Contingencies, Uncertainties and Estimates, including Pension, Taxes, Environmental and Litigation Costs
Pension funding and costs are dependent on several economic assumptions which if changed may cause our future earnings and cash flow to fluctuate significantly as well as affect the affordability of our products and services.
Many of our employees and retirees participate in defined benefit pension plans, retiree medical and life insurance plans, and other postemployment plans (collectively, postretirement benefit plans). The impact of these plans on our earnings may be volatile in that the amount of expense we record for our postretirement benefit plans may materially change from year to year because the calculations are sensitive to changes in several key economic assumptions including interest rates and rates of return on plan assets, other actuarial assumptions including participant longevity (also known as mortality) and employee turnover, as well as the timing of cash funding. Changes in these factors, including actual returns on plan assets, may also affect our plan funding, cash flow and stockholders’ equity.
With regard to cash flow, we have made substantial cash contributions to our plans as required by the Employee Retirement Income Security Act of 1974 (ERISA), as amended, and expect to make future contributions as required or when deemed prudent. We generally can recover a significant portion of these contributions related to our plans as allowable costs on our U.S. Government contracts, including FMS. However, there is a lag between the time when we contribute cash to our plans under pension funding rules and when we recover pension costs under U.S. Government Cost Accounting Standards (CAS), which can affect the timing of our cash flows.
In recent years, we have taken actions to mitigate the risk related to our defined benefit pension plans through pension risk transfer transactions whereby we purchase group annuity contracts (GACs) from insurance companies using assets from the pension trust and expect to continue to evaluate such transactions in the future. Although under the majority of the GACs we have purchased we are relieved of all responsibility for the associated pension obligations, we have purchased and may in the future purchase GACs whereby the insurance company reimburses the pension plans but we remain responsible for paying benefits under the plans to covered retirees and beneficiaries and are subject to the risk that the insurance company will default on its obligations to reimburse the pension trusts. While we believe pension risk transfer transactions are beneficial, future transactions, depending on their size, could result in us making additional contributions to the pension trust and/or require us to recognize noncash settlement charges in earnings in the applicable reporting period.
For more information on how these factors could impact earnings, financial position, cash flow and stockholders’ equity, see “Critical Accounting Policies - Postretirement Benefit Plans” in the MD&A and “Note 12 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements.
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Our estimates and projections may prove to be inaccurate and certain of our assets may be at risk of future impairment.
The accounting for some of our most significant activities is based on judgments and estimates, which are complex and subject to many variables. For example, accounting for sales using the percentage-of-completion method requires that we will continueassess risks and make assumptions regarding future schedule, cost, technical and performance issues for thousands of contracts, many of which are long-term in nature. Additionally, we initially allocate the purchase price of acquired businesses based on a preliminary assessment of the fair value of identifiable assets acquired and liabilities assumed. For significant acquisitions we may use a one-year measurement period to increaseanalyze and assess a number of factors used in establishing the asset and liability fair values as of the acquisition date which could result in adjustments to asset and liability balances.
We have $10.8 billion of goodwill assets recorded on our dividend or to repurchase sharesconsolidated balance sheet as of December 31, 2021 from previous acquisitions, which represents approximately 21% of our common stock at current levels.
The payment of cash dividends and share repurchases istotal assets. These goodwill assets are subject to limitations under applicableannual impairment testing and more frequent testing upon the occurrence of certain events or significant changes in circumstances that indicate goodwill may be impaired. If we experience changes or factors arise that negatively affect the expected cash flows of a reporting unit, we may be required to write off all or a portion of the reporting unit’s related goodwill assets. The carrying value and fair value of our Sikorsky reporting unit are closely aligned. Therefore, any business deterioration, contract cancellations or terminations, or market pressures could cause our sales, earnings and cash flows to decline below current projections and could cause goodwill and intangible assets to be impaired. Additionally, Sikorsky may not perform as expected, or demand for its products may be adversely affected by global economic conditions, including oil and gas trends that are outside of our control.
Actual financial results could differ from our judgments and estimates. See “Critical Accounting Policies” in the MD&A and Results of Operations and “Note 1 – Organization and Significant Accounting Policies” included in our Notes to Consolidated Financial Statements for a complete discussion of our significant accounting policies and use of estimates.
Changes in tax laws and the discretion ofregulations or exposure to additional tax liabilities could adversely affect our Board of Directorsfinancial results.
Changes in U.S. (federal or state) or foreign tax laws and is determined after considering current conditions,regulations, or their interpretation and application, including earnings, other operating results and capital requirements. Our payment of dividends and share repurchasesthose with retroactive effect, could vary from historical practices or our stated expectations. Decreasesresult in asset values or increases in liabilities, including liabilities associated with benefit plansour tax expense and assetsaffect profitability and liabilities associated with taxes, can reduce net earnings and stockholders’ equity. We recorded a net one-time tax charge, substantially all of which was non-cash, resulting from the estimated impact ofcash flows. For example, beginning in 2022, the Tax Cuts and Jobs Act which reduced ourof 2017 net earningseliminates the option to deduct research and resulted in a deficit in our total equity as of December 31, 2017. As a Maryland corporation, so long as we are able to pay our indebtedness as it becomes duedevelopment expenditures immediately in the usual course of business, we anticipate that we would be ableyear incurred and requires taxpayers to pay dividends and make stock repurchasesamortize such expenditures over five years. If these provisions are not deferred, modified, or repealed by Congress with retroactive effect to January 1, 2022, they will materially decrease our cash from operations beginning in 2022. We currently estimate an amount limitedapproximately $500 million impact to our net earnings2022 cash from operations based on the provisions currently in either the current or the preceding fiscal year oreffect. The actual impact on 2022 cash from the net earnings for the preceding eight quarters, notwithstanding the deficit in our total equity. However, our ability to pay dividends and make share repurchases under Maryland law could be limited if our net earnings are less than anticipated. We also have no assurance as to the timing of any increase in our stockholders’ equity. In addition, the timing and amount of share repurchases under board approved share repurchase plans is within the discretion of management andoperations will depend on manyif and when these provisions are deferred, modified, or repealed by Congress, including if retroactively, and the amount of research and development expenses paid or incurred in 2022 among other factors. In addition, recent proposals to increase the U.S. corporate income tax rate would require us to increase our net deferred tax assets upon enactment of new tax legislation, with a corresponding material, one-time, noncash decrease in income tax expense, but our income tax expense and payments would likely be materially increased in subsequent years. See "Consolidated Results of Operations - Income Tax Expense" in the MD&A for additional detail on the potential effect of tax rate increases. In addition to future changes in tax laws, the amount of net deferred tax assets will change periodically based on several factors, including resultsthe measurement of operations, capital requirements as well as applicable law.our postretirement benefit plan obligations, actual cash contributions to our postretirement benefit plans, and future changes in tax laws. In addition, we are regularly under audit or examination by tax authorities, including foreign tax authorities. The final determination of tax audits and any related litigation could similarly result in unanticipated increases in our tax expense and affect profitability and cash flows.
Our business involves significant risks and uncertainties that may not be covered by indemnity or insurance.
A significant portion of our business relates to designing, developing and manufacturing advanced defense and technology products and systems. New technologies may be untested or unproven. Failure of some of these products and services could result in extensive loss of life or property damage. Accordingly, we also may incur liabilities that are unique to our products and services, including combat and air mobility aircraft, missile and space systems, command and control systems, cybersecurity, homeland security and training programs.services. In some but not all circumstances, we may be entitled to certain legal protections or indemnifications from our customers, either through U.S. Government indemnifications under Public Law 85-804, 10 U.S.C. 2354, the Commercial Space Launch Act or the Price-Anderson Act, qualification of our products and services by the Department of Homeland Security under the SAFETY Act provisions of the Homeland Security Act of 2002, contractual provisions or otherwise. We endeavorseek to obtain insurance coverage from established and reputable insurance carriers to cover these risks and liabilities. The amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities. Insurance coverage is subject to the terms and conditions of the insurance contract and is further subject to any sublimits, exclusions, restrictions, or defenses. Existing coverage is renewed annually and may be canceled while we remain exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and liabilities. For example, we are limited in the amount of insurance we can obtain to cover unusually hazardous risks or certain natural hazards such as earthquakes.earthquakes, fires or extreme
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weather conditions, some of which may be exacerbated by climate-change. We have significant operations in geographic areas prone to this risk,these risks, such as Sunnyvale, California.in California, Florida and Texas and certain of our properties have suffered damage from natural disasters in the past and may again in the future. We could incur significant costs to improve the climate resiliency of our infrastructure and supply chain and otherwise prepare for, respond to, and mitigate the effects of climate change. In addition, under certain classified 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. Even if insurance coverage is available, we may not be able to obtain it in an amount, at a price or on terms acceptable to us. Some insurance providers may be unable or unwilling to provide us insurance given the nature of our business or products. Additionally, disputes with insurance carriers over coverage terms or the insolvency of one or more of our insurance carriers may significantly affect the amount or timing of our cash flows.
Substantial costs resulting from an accident; failure of or defect in our products or services; natural catastrophe or other incident; or liability arising from our products and services in excess of any legal protection, indemnity, and our insurance coverage (or for which indemnity or insurance is not available or not obtained) could adversely impact our financial condition, cash flows, orand operating results. Any accident, failure of, or defect in our products or services, even if fully indemnified or insured, could

negatively affect our reputation among our customers and the public and make it more difficult for us to compete effectively. It also could affect the cost and availability of adequate insurance in the future.
Pension funding and costs are dependent on several economic assumptions which if changed may cause our future earnings and cash flow to fluctuate significantly as well as affect the affordability of our products and services.
Many of our employees are covered by defined benefit pension plans, retiree medical and life insurance plans, and other postemployment plans (collectively, postretirement benefit plans). The impact of these plans on our U.S. generally accepted accounting principles (GAAP) earnings may be volatile in that the amount of expense we record for our postretirement benefit plans may materially change from year to year because the calculations are sensitive to changes in several key economic assumptions including interest rates and rates of return on plan assets, other actuarial assumptions including participant longevity (also known as mortality) and employee turnover, as well as the timing of cash funding. Changes in these factors, including actual returns on plan assets, may also affect our plan funding, cash flow and stockholders’ equity. In addition, the funding of our plans and recovery of costs on our contracts, as described below, may also be subject to changes caused by legislative or regulatory actions.
With regard to cash flow, we make substantial cash contributions to our plans as required by the Employee Retirement Income Security Act of 1974 (ERISA), as amended by the Pension Protection Act of 2006 (PPA). We generally are able to recover these contributions related to our plans as allowable costs on our U.S. Government contracts, including FMS, but there is a lag between when we contribute cash to our plans under pension funding rules and recover it under U.S. Government Cost Accounting Standards (CAS). Effective February 2012, the CAS rules were revised to harmonize the measurement and period assignment of the pension cost allocable to government contracts with the PPA (CAS Harmonization). Following the five year transition period, CAS Harmonization was fully phased in during 2017, this better aligns the CAS pension cost and ERISA funding requirements. The enactment of the Highway and Transportation Funding Act of 2014 and Bipartisan Budget Act of 2015 increased the interest rate assumption used to determine our CAS pensionEnvironmental costs and ERISA funding requirements. This has the effect of lowering both the recovery of pension contributions, as it decreases our CAS pension costs, and our ERISA funding requirements during the affected periods.
For more information on how these factorsregulation, including in response to climate change, could impact earnings, financial position, cash flow and stockholders’ equity, see “Critical Accounting Policies - Postretirement Benefit Plans” in Management’s Discussion and Analysis of Financial Conditions and Results of Operations and “Note 11 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements.
Environmental costs couldadversely affect our future earnings as well as the affordability of our products and services.
Our operationsWe are subject to and affected by a variety of federal, state, local and foreign environmentalrequirements for the protection lawsof the environment, including those for discharge of hazardous materials and regulations.remediation of contaminated sites. Due in part to the complexity and pervasiveness of these requirements, we are a party to or have property subject to various lawsuits, proceedings, and remediation obligations. These types of matters could result in fines, penalties, cost reimbursements or contributions, compensatory or treble damages or non-monetary sanctions or relief. We are involved inhave incurred and will continue to incur liabilities for environmental remediation at some of our facilities, some of ourcurrent and former facilities and at third-party-owned sites where we have been designated a potentially responsible party. In addition, we couldparty as a result of our historical activities and those of our predecessor companies. Environmental remediation activities usually span many years, and the extent of financial exposure can be affected by future regulations imposed or claims asserteddifficult to estimate. Among the variables management must assess in response to concerns over climate change, other aspectsevaluating costs associated with these cases and remediation sites are the status of site assessment, extent of the environment orcontamination, impacts on natural resources. We have an ongoing, comprehensive sustainability programresources, changing cost estimates, evolution of technologies used to reduceremediate the effectssite, continually evolving environmental standards, availability of insurance coverage and indemnification under existing agreements and cost allowability issues, including varying efforts by the U.S. Government to limit allowability of our operations oncosts in resolving liability at third-party-owned sites. Our environmental remediation related liabilities could also significantly increase because of acquisitions, the environment.regulation of new substances, stricter remediation standards for existing regulated substances, changes in the interpretation or enforcement of existing laws and regulations, or the discovery of previously unknown or more extensive contamination or new contaminants. For information regarding these matters, including current estimates of the amounts that we believe are required for environmental remediation to the extent probable and estimable, see “Critical Accounting Policies - Environmental Matters” in the MD&A and“Note 15 – Legal Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial Statements.
We manage and have managed various U.S. Government-owned facilities, and portions of U.S. Government-owned facilities on behalf of the U.S. Government. At such facilities, environmental compliance and remediation costs historically have been the responsibility of the U.S. Government. We have relied, and continue to rely with respect to past practices, uponon U.S. Government funding to pay such costs, notwithstanding efforts by some U.S. Government representatives to limit this responsibility. Although the U.S. Government remains responsible for capital and operating costs associated with environmental compliance, responsibility for fines and penalties associated with environmental noncompliance typically is borne by either the U.S. Government or the contractor, depending on the contract and the relevant facts. Some environmental laws include criminal provisions. AnA conviction under environmental law conviction could affect our ability to be awarded future or perform under existing U.S. Government contracts.
We have incurredThe increasing global regulatory focus on greenhouse gas ("GHG") emissions and will continuetheir potential impacts relating to incur liabilities under various federal, state, localclimate change could result in laws, regulations or policies that significantly increase our direct and foreign statutes for environmental protectionindirect operational and remediation. The extent ofcompliance burdens, which could adversely affect our financial exposure cannotcondition and results of operations. These laws, regulations or policies could take many forms, including carbon taxes, cap and trade regimes, increased efficiency standards, GHG reduction commitments, incentives or mandates for particular types of energy or changes in all casesprocurement laws. Changes in government procurement laws that mandate or take into account climate change considerations, such as the contractor’s GHG emissions, lower emission products or other climate risks, in evaluating bids could result in costly changes to our operations or affect our competitiveness on future bids. In addition to incurring direct costs to implement any climate-change related laws, regulations or policies, we may see indirect costs rise, such as increased energy or material costs, as a result of policies affecting other
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sectors of the economy. Although most of these increased costs likely would be reasonably estimated at this time. Amongrecoverable through pricing, to the variables management must assessextent that the increase in evaluatingour costs as a result of these policies are greater than our competitors we may be less competitive on future bids or the total increased cost in our industry’s products and services could result in lower demand from our customers. We monitor developments in climate change-related laws, regulations and policies for their potential effect on us, however, we currently are not able to accurately predict the materiality of any potential costs associated with these casessuch developments. In addition, climate change-related litigation and remediation sites generally are the status of site assessment, extent of the contamination, impacts on natural resources, changing cost estimates, evolution of technologies usedinvestigations have increased in recent years and any claims or investigations against us could be costly to remediate the site, continually evolving environmental standardsdefend and cost allowability issues, including varying effortsour business could be adversely affected by the U.S. Government to limit allowability of our costs in resolving liability at third party-owned sites. For information regarding these matters, including current estimates of the amounts that we believe are required for remediation or cleanup to the extent 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.

outcome.
We are involved in a number of legal proceedings. We cannot predict the outcome of litigation and other contingencies with certainty.
Our business may be adversely affected by the outcome of legal proceedings and other contingencies that cannot be predicted with certainty. As required by U.S. GAAP, we estimate loss contingencies and establish reserves based on our assessment of contingencies where liability is deemed probable and reasonably estimable in light of the facts and circumstances known to us at a particular point in time. Subsequent developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded as a liability or as a reserve against assets in our financial statements. For a description of our current legal proceedings, see Item 3 - Legal Proceedings along with “Note 3 – Acquisitions and Divestitures” and “Note 1415 – Legal Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial Statements.
Our success depends, in part, onRisks Related to Ownership of our ability to develop new products and technologies and maintain a qualified workforce.Common Stock
Many of the products and services we provide are highly engineered and involve sophisticated technologies, with related complex manufacturing and system integration processes. Our customers’ requirements change and evolve regularly. Accordingly, our future performance depends, in part, on our ability to adapt to changing customer needs rapidly, identify emerging technological trends, develop and manufacture innovative products and services and bring those offerings to market quickly at cost-effective prices. Due to the complex nature of the products and services we offer, we may experience technical difficulties during the development of new products or technologies. These technical difficulties could result in delays and higher costs, which may negatively impact our financial results, until such products or technologies are fully developed. Additionally, thereThere can be no assurance that we will continue to increase our developmental projects will be successfuldividend or meet the needsto repurchase shares of our customer.common stock.
Additionally,Cash dividend payments and share repurchases are subject to limitations under applicable laws and the possibility exists thatdiscretion of our competitors may develop new technologyBoard of Directors and are determined after considering then-existing conditions, including earnings, other operating results and capital requirements and cash deployment alternatives. Our payment of dividends and share repurchases could vary from historical practices or offerings thatour stated expectations. Decreases in asset values or increases in liabilities, including liabilities associated with employee benefit plans and assets and liabilities associated with taxes, can reduce net earnings and stockholders’ equity. A deficit in stockholders’ equity could cause our existing offerings to become obsolete. If we fail in our development projects or if our new products or technologies fail to achieve customer acceptance,limit our ability to procure new contracts could be unsuccessfulpay dividends and this could negatively impact our financial results.
Due tomake share repurchases under Maryland state law in the specialized naturefuture. In addition, the timing and amount of our business, our future performanceshare repurchases under Board of Directors approved share repurchase plans may differ from stated expectations and is highly dependent uponwithin the discretion of management and will depend on many factors, including our ability to maintain a workforce with the requisite skills in multiple areas including: engineering, science, manufacturing, information technology, cybersecurity, business development and strategy and management. Our operating performance is also dependent upon personnel who hold security clearances and receive substantial training in order to work on certain programs or tasks. Additionally, as we expand ourgenerate sufficient cash flows from operations internationally, it is increasingly important to hire and retain personnel with relevant experience in local laws, regulations, customs, traditions and business practices.
We face a number of challenges that may affect personnel retention such as our endeavors to increase the efficiency of our operations and improve the affordability of our products and services such as workforce reductions and consolidating and relocating certain operations. Additionally a substantial portion of our workforce are retirement-eligible or nearing retirement. We previously amended certain of our defined benefit pension plans for non-union employees to freeze future retirement benefits. The freeze, which will be completed January 1, 2020, may encourage retirement-eligible personnel (generally age 55) to elect to retire earlier than anticipated.
To the extent that we lose experienced personnel, it is critical that we develop other employees, hire new qualified personnel, and successfully manage the transfer of critical knowledge. Competition for personnel is intense, and we may not be successful in hiring or retaining personnel with the requisite skills or clearances. We increasingly compete with commercial technology companies outside of the aerospace and defense industry for qualified technical, cyber and scientific positions as the number of qualified domestic engineers is decreasing and the number of cyber professionals is not keeping up with demand. To the extent that these companies grow at a faster rate or face fewer cost and product pricing constraints, they may be able to offer more attractive compensation and other benefits to candidates or our existing employees. To the extent that the demand for skilled personnel exceeds supply, we could experience higher labor, recruiting or training costs in order to attract and retain such employees; we could experience difficulty in performing our contracts if we were unable to do so. We also must manage leadership development and succession planning throughout our business. While we have processes in place for management transition and the transfer of knowledge, the loss of key personnel, coupled with an inability to adequately train other personnel, hire new personnel or transfer knowledge, could significantly impact our ability to perform under our contracts.
Approximately 21% of our employees are covered by collective bargaining agreements with various unions. Historically, where employees are covered by collective bargaining agreements with various unions, we have been successful in negotiating renewals to expiring agreements without any material disruption of operating activities. This does not assure, however, that we will be successful in our efforts to negotiate renewals of our existing collective bargaining agreements in the future. If we encounter difficulties with renegotiationsfuture or renewals of collective bargaining arrangements or are unsuccessful in those efforts, we could incur additional costs and experience work stoppages. Union actions at suppliers can also affect us. Any delays or work stoppages

could adversely affect our ability to perform under our contracts, which could negatively impactborrow money from available financing sources, our results of operations, cash flows,capital requirements and financial condition.applicable law.
Our estimates and projections may prove to be inaccurate.
The accounting for some of our most significant activities is based on judgments and estimates, which are complex and subject to many variables. For example, accounting for sales using the percentage-of-completion method requires that we assess risks and make assumptions regarding schedule, cost, technical and performance issues for each of our thousands of contracts, many of which are long-term in nature. Additionally, we initially allocate the purchase price of acquired businesses based on a preliminary assessment of the fair value of identifiable assets acquired and liabilities assumed. For significant acquisitions we may use a one-year measurement period to analyze and assess a number of factors used in establishing the asset and liability fair values as of the acquisition date and could result in adjustments to asset and liability balances.
Another example is the $10.8 billion of goodwill assets recorded on our consolidated balance sheet as of December 31, 2017 from previous acquisitions, which represents approximately 23% of our total assets. These goodwill assets are subject to annual impairment testing and more frequent testing upon the occurrence of certain events or significant changes in circumstances that indicate goodwill may be impaired. If we experience changes or factors arise that negatively affect the expected cash flows of a reporting unit, we may be required to write off all or a portion of the reporting unit’s related goodwill assets. We acquired Sikorsky in November 2015 and recorded the assets acquired and liabilities assumed at fair value. As a result, the carrying value and fair value of our Sikorsky reporting unit continue to be closely aligned. Therefore, any business deterioration, contract cancellations or terminations, or market pressures could cause our sales, earnings and cash flows to decline below current projections and could cause goodwill and intangible assets to be impaired. Additionally, Sikorsky may not perform as expected, or demand for its products may be adversely affected by global economic conditions, including oil and gas trends that are outside of our control.
Future changes in U.S. or foreign tax laws, including those with retroactive effect, and audits by tax authorities could result in unanticipated increases in our tax expense and affect profitability and cash flows. The amount of net deferred tax assets will change periodically based on several factors, including the measurement of our postretirement benefit plan obligations, actual cash contributions to our postretirement benefit plans, and future changes in tax laws.
Actual financial results could differ from our judgments and estimates. See “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 1 – Significant Accounting Policies” included in our Notes to Consolidated Financial Statements for a complete discussion of our significant accounting policies and use of estimates.
ITEM 1B.    Unresolved Staff Comments


None.


ITEM 2.Properties
At December 31, 2017,2021, we owned or leased building space (including offices, manufacturing plants, warehouses, service centers, laboratories and other facilities) at approximately 375362 locations primarily in the U.S. Additionally, we manage or occupy approximately 1510 government-owned facilities under lease and other arrangements. At December 31, 2017,2021, we had significant operations in the following locations:
Aeronautics - Palmdale, California; Marietta, Georgia; Greenville, South Carolina; and Fort Worth, Texas.
Missiles and Fire Control - Camden, Arkansas; Ocala and Orlando, Florida; Lexington, Kentucky; and Grand Prairie, Texas.
Rotary and Mission Systems - Colorado Springs, Colorado; Shelton and Stratford, Connecticut; Orlando, and Jupiter, Florida; Moorestown/Mt. Laurel, New Jersey; Owego and Syracuse, New York; Manassas, Virginia; and Mielec, Poland.
Space - Huntsville, Alabama; Sunnyvale, California; Denver, Colorado; Cape Canaveral, Florida; and Valley Forge, Pennsylvania; and Reading, England.
Pennsylvania.
Corporate activities - Bethesda, Maryland.
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The following is a summary of our square feet of floor space owned, leased, or utilized by business segment at December 31, 20172021 (in millions):
OwnedLeasedGovernment-
Owned
Total
Aeronautics5.5 3.0 14.7 23.2 
Missiles and Fire Control7.7 2.8 2.2 12.7 
Rotary and Mission Systems11.3 5.4 0.2 16.9 
Space9.2 2.9 0.9 13.0 
Corporate activities2.4 1.0 — 3.4 
Total36.1 15.1 18.0 69.2 
  Owned Leased 
Government-
Owned
 Total
Aeronautics 5.0
  2.1
  14.4
  21.5
 
Missiles and Fire Control 6.3
  2.8
  1.8
  10.9
 
Rotary and Mission Systems 11.2
  6.6
  0.4
  18.2
 
Space 8.6
  1.9
  6.7
  17.2
 
Corporate activities 2.7
  0.9
  
  3.6
 
Total 33.8
  14.3
  23.3
  71.4
 
Our government owned floor space decreased by 4.5 million square feet due to the renationalization of AWE.
We believe our facilities are in good condition and adequate for their current use. We may improve, replace or reduce facilities as considered appropriate to meet the needs of our operations.
ITEM  3.Legal Proceedings
We are a party to or have property subject to litigation and other proceedings that arise in the ordinary course of our business, including matters arising under provisions relating to the protection of the environment, and are subject to contingencies related to certain businesses we previously owned. These types of matters could result in fines, penalties, cost reimbursements or contributions, compensatory or treble damages or non-monetary sanctions or relief. We believe the probability is remote that the outcome of each of these matters will have a material adverse effect on the corporation as a whole, notwithstanding that the unfavorable resolution of any matter may have a material effect on our net earnings and cash flows in any particular interim reporting period. We cannot predict the outcome of legal or other proceedings with certainty. These matters include the proceedings summarized in “Note 14 – Legal Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial Statements.
We are subject to federal, state, local and foreign requirements for the protection of the environment, including those for discharge of hazardous materials and remediation of contaminated sites. Due in part to the complexity and pervasiveness of these requirements, we are a party to or have property subject to various lawsuits, proceedings and remediation obligations. The extent of our financial exposure cannot in all cases be reasonably estimated at this time.
For information regarding thesethe 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 1415 – Legal Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial Statements.
As a U.S. Government contractor, we are subject to various audits and investigations by the U.S. Government to determine whether our operations are being conducted in accordance with applicable regulatory requirements. U.S. Government investigations of us, whether relating to government contracts or conducted for other reasons, could result in administrative, civil, or criminal liabilities, including repayments, fines or penalties being imposed upon us, suspension, proposed debarment, debarment from eligibility for future U.S. Government contracting, or suspension of export privileges. Suspension or debarment could have a material adverse effect on us because of our dependence on contracts with the U.S. Government. U.S. Government investigations often take years to complete and many result in no adverse action against us. We also provide products and services to customers outside of the U.S., which are subject to U.S. and foreign laws and regulations and foreign procurement policies and practices. Our compliance with local regulations or applicable U.S. Government regulations also may be audited or investigated.

ITEM  4.    Mine Safety Disclosures
Not applicable.

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Table of Contents
ITEM  4(a).    Information about our Executive Officers of the Registrant
Our executive officers as of February 6, 2018January 25, 2022 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. There were no family relationships among any of our executive officers and directors. All officers serve at the discretion of the Board of Directors.
Richard F. Ambrose (age 59), Executive Vice President - Space
Mr. Ambrose has served as Executive Vice President of Space since April 2013. He previously served as Vice President and Deputy, Space from July 2012 to March 2013.
Dale P. Bennett (age 61), Executive Vice President - Rotary and Mission Systems
Mr. Bennett has served as Executive Vice President of Rotary and Mission Systems since December 2012.
Orlando P. Carvalho (age 59), Executive Vice President - Aeronautics
Mr. Carvalho has served as Executive Vice President of Aeronautics since March 2013. He previously served as Executive Vice President and General Manager, F-35 Program from March 2012 to March 2013.
Brian P. Colan (age 57)61), Vice President, Controller, and Chief Accounting Officer
Mr. Colan has served as Vice President, Controller, and Chief Accounting Officer since August 2014.
Scott T. Greene (age 63), Executive Vice President - Missiles and Fire Control
Mr. Greene has served as Executive Vice President of Missiles and Fire Control (MFC) since August 2019. He previously served as Vice President, Tactical and Controller,Strike Missiles in our MFC segment from August 2017 to August 2019; and Fire ControlVice President, Precision Fires and Combat Maneuver Systems in our MFC segment from January 20132016 to August 2014.2017.
Marillyn A. HewsonStephanie C. Hill (age 64)57), Chairman,Executive Vice President - Rotary and Chief Executive OfficerMission Systems
Ms. HewsonHill has served as Chairman,Executive Vice President of Rotary and Chief Executive Officer of Lockheed MartinMission Systems (RMS) since January 2014 andJune 2020. She previously served as Chief Executive Officer andSenior Vice President, Enterprise Business Transformation from January 2013June 2019 to December 2013.June 2020. Prior to that, she has served over 30 years at Lockheed Martin in roleswas Deputy Executive Vice President of increasing responsibility.RMS from October 2018 to June 2019; Senior Vice President for Corporate Strategy and Business Development from September 2017 to October 2018; and Vice President and General Manager of the former Cyber, Ships and Advanced Technologies line of business for RMS from June 2015 to September 2017.
Maryanne R. Lavan (age 58)62), Senior Vice President, General Counsel and Corporate Secretary
Ms. Lavan has served as Senior Vice President, and General Counsel since June 2010 and Corporate Secretary since September 2010.
Robert M. Lightfoot, Jr. (age 58), Executive Vice President - Space
Mr. Lightfoot has served as Executive Vice President of Space since January 2022. He previously served as Vice President, Operations at our Space segment since June 2021. 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 until April 2018.
John W. Mollard (age 60)64), Acting Chief Financial Officer, Vice President and Treasurer
Mr. Mollard has served as Acting Chief Financial Officer since August 2021 and Vice President and Treasurer since April 2016. He previously served as Vice President, Corporate Financial Planning and Analysis from 2003 to April 2016.
Frank A. St. John (age 51)55), Executive Vice President - Missiles and Fire ControlChief Operating Officer
Mr. St. John has served as Executive Vice President of Missiles and Fire ControlChief Operating Officer since January 2018.June 2020. He previously served as Executive Vice President of RMS from August 2019 to June 2020. Prior to that, he served as Executive Vice President of MFC from January 2018 to August 2019; Executive Vice President and Deputy, Programs Missiles and Fire Controlin our MFC segment from June 2017 to January 2018. Prior to that, he served as2018; and Vice President, Orlando Operations and Tactical Missiles/Combat Maneuver Systems business in our MFC segment from 2011 to May 2017.
Bruce L. TannerJames D. Taiclet (age 58)61), Chairman, President and Chief Executive Officer
Mr. Taiclet has served as Chairman since March 2021 and President and Chief Executive Officer of Lockheed Martin since June 2020. He previously was chairman, president and chief executive officer of American Tower Corporation from February 2004 until March 2020 and executive chairman from March 2020 to May 2020.
Gregory M. Ulmer (age 57), Executive Vice President and Chief Financial Officer- Aeronautics
Mr. TannerUlmer has served as Executive Vice President, Aeronautics since February 2021. He served as Vice President and Chief Financial Officer since September 2007.General Manager, F-35 Lightning II Program from March 2018 to January 2021. Prior to that he served as Vice President, F-35 Aircraft Production business unit from March 2016 to March 2018.

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Table of Contents
PART II
 
ITEM  5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

ITEM  5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
At January 26, 2018,19, 2022, we had 27,73124,045 holders of record of our common stock, par value $1 per share. Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol LMT. Information concerning the high and low reported sales prices of Lockheed Martin common stock and dividends paid during the past two years is as follows:

Common Stock - Dividends Paid Per Share and Market Prices
  Dividends Paid Per Share Stock Prices (High-Low)
Quarter 2017
 2016
 2017 2016
First $1.82
 $1.65
 $274.57
-$248.00
 $223.19
-$200.47
Second 1.82
 1.65
 284.98
-264.04
 245.37
-218.34
Third 1.82
 1.65
 311.36
-274.69
 266.93
-235.28
Fourth 2.00
 1.82
 323.94
-303.31
 269.90
-228.50
Year $7.46
 $6.77
 $323.94
-$248.00
 $269.90
-$200.47
Stockholder Return Performance Graph

The following graph compares the total return on a cumulative basis through December 31, 2021 of $100 invested in Lockheed Martin common stock on December 31, 20122016 to the Standard and Poor’s (S&P) 500 Index and the S&P Aerospace & Defense Index.
lmt-20211231_g1.jpg
The S&P Aerospace & Defense Index comprises Arconic Inc., General Dynamics Corporation, Harris Corporation, L3Howmet Aerospace Inc., Huntington Ingalls Industries, L3Harris Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman Corporation, Raytheon Company, Rockwell Collins, Inc.,Technologies Corporation, Textron Inc., The Boeing Company, and Transdigm Group Inc., and United Technologies Corporation. The stockholder return performance indicated on the graph is not a guarantee of future performance.

This graph is not deemed to be “filed” with the U.S. Securities and Exchange Commission or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Exchange Act.



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Table of Contents
Purchases of Equity Securities
There were no sales of unregistered equity securities during the quarter ended December 31, 2017.2021.
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, 2017.2021.
  Period (a)
Total
Number of
Shares
Purchased
Average
Price Paid
Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (b)
   (in millions)
September 27, 2021 – October 31, 2021 (c)
3,886,168 $329.66 3,885,811 $3,923 
November 1, 2021 – November 28, 2021— $— — $3,923 
November 29, 2021 – December 31, 202110,786 $333.81 — $3,923 
Total (c)(d)
3,896,954 $329.83 3,885,811  
(a)We close our books and records on the last Sunday of each month to align our financial closing with our business processes, except for the month of December, as our fiscal year ends on December 31. As a result, our fiscal months often differ from the calendar months. For example, November 29, 2021 was the first day of our December 2021 fiscal month.
(b)In October 2010, our Board of Directors approved a share repurchase program pursuant to which we are authorized to repurchase our common stock in privately negotiated transactions or in the open market at prices per share not exceeding the then-current market prices. From time to time, our Board of Directors authorizes increases to our share repurchase program. The total remaining authorization for future common share repurchases under our share repurchase program was $3.9 billion as of December 31, 2021. Under the program, management has discretion to determine the dollar amount of shares to be repurchased and the timing of any repurchases in compliance with applicable law and regulation. This includes purchases pursuant to Rule 10b5-1 plans, including accelerated share repurchases. The program does not have an expiration date.
(c)During the fourth quarter of 2021, we entered into an accelerated share repurchase (ASR) agreement to repurchase $2.0 billion of our common stock. Under the terms of the ASR agreement we entered into in October 2021, we paid $2.0 billion and received an initial delivery of 3,621,111 shares of our common stock. Upon final settlement of the ASR agreement in January 2022, we received an additional 2,183,284 shares of our common stock based on the average price paid per share of $344.57, calculated with reference to the volume-weighted average price (VWAP) of our common stock over the term of the agreement, less a negotiated discount. Average Price Paid Per Share in the table above does not include ASR shares.
(d)During the quarter ended December 31, 2021, the total number of shares purchased included 11,143 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.

29

  Period (a)
 
Total
Number of
Shares
Purchased
 
Average
Price Paid
Per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (b)
 
Amount
Available for
Future Share
Repurchases
Under the
Plans or
Programs
(b)
        (in millions)
September 25, 2017 – October 29, 2017 666,380
 $314.86
 666,275
 $3,794
October 30, 2017 – November 26, 2017 524,021
 $311.03
 524,010
 $3,631
November 27, 2017 – December 31, 2017 418,796
 $314.71
 408,049
 $3,503
Total 1,609,197
(c) 
$313.57
 1,598,334
  
We close our books and records on the last Sunday of each month to align our financial closing with our business processes, except for the month of December, as our fiscal year ends on December 31. As a result, our fiscal months often differ from the calendar months. For example, September 25, 2017 was the first day of our October 2017 fiscal month.
(b)
In October 2010, our Board of Directors approved a share repurchase program pursuant to which we are authorized to repurchase our common stock in privately negotiated transactions or in the open market at prices per share not exceeding the then-current market prices. From time to time, our Board of Directors authorizes increases to our share repurchase program. On September 28, 2017, our Board of Directors authorized a $2.0 billion increase to the program. The total remaining authorization for future common share repurchases under our share repurchase program was $3.5 billion as of December 31, 2017. Under the program, management has discretion to determine the dollar amount of shares to be repurchased and the timing of any repurchases in compliance with applicable law and regulation. This includes purchases pursuant to Rule 10b5-1 plans. The program does not have an expiration date.
(c)
During the quarter ended December 31, 2017, the total number of shares purchased included 10,863 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.

ITEM 6.Selected Financial Data

(In millions, except per share data)20212020201920182017
Operating results
Net sales$67,044 $65,398 $59,812 $53,762 $49,960 
Operating profit (a)(b)
9,123 8,644 8,545 7,334 6,744 
Net earnings from continuing operations (a)(b)(c)(d)(e)(f)(g)(i)
6,315 6,888 6,230 5,046 1,890 
Net (loss) earnings from discontinued operations (55)— — 73 
Net earnings (a)(b)(c)(d)(e)(f)(g)(i)
6,315 6,833 6,230 5,046 1,963 
Earnings from continuing operations per common share
Basic (a)(b)(c)(d)(e)(f)(g)(i)
22.85 24.60 22.09 17.74 6.56 
Diluted (a)(b)(c)(d)(e)(f)(g)(i)
22.76 24.50 21.95 17.59 6.50 
Earnings (loss) earnings from discontinued operations per common share
Basic (0.20)— — 0.26 
Diluted (0.20)— — 0.25 
Earnings per common share
Basic (a)(b)(c)(d)(e)(f)(g)(i)
22.85 24.40 22.09 17.74 6.82 
Diluted (a)(b)(c)(d)(e)(f)(g)(i)
22.76 24.30 21.95 17.59 6.75 
Cash dividends declared per common share$10.60 $9.80 $9.00 $8.20 $7.46 
Balance sheet
Cash, cash equivalents and short-term investments$3,604 $3,160 $1,514 $772 $2,861 
Total current assets19,815 19,378 17,095 16,103 17,505 
Goodwill10,813 10,806 10,604 10,769 10,807 
Total assets (h)
50,873 50,710 47,528 44,876 46,620 
Total current liabilities13,997 13,933 13,972 14,398 12,913 
Total debt, net11,676 12,169 12,654 14,104 14,263 
Total liabilities (c)(h)
39,914 44,672 44,357 43,427 47,396 
Total equity (deficit) (c)(i)
10,959 6,038 3,171 1,449 (776)
Common shares in stockholders’ equity at year-end271 279 280 281 284 
Cash flow information
Net cash provided by operating activities (b)
$9,221 $8,183 $7,311 $3,138 $6,476 
Net cash used for investing activities(1,161)(2,010)(1,241)(1,075)(1,147)
Net cash used for financing activities(7,616)(4,527)(5,328)(4,152)(4,305)
Backlog$135,355 $147,131 $143,981 $130,468 $105,493 
(a)Our operating profit and net earnings from continuing operations and earnings per share from continuing operations in 2021 were affected by severance and restructuring charges of $36 million ($28 million, or $0.10 per share, after-tax) associated with plans to close and consolidate certain facilities and reduce total workforce within our RMS business segment; severance charges of $27 million ($21 million, or $0.08 per share, after-tax) in 2020; and severance and restructuring charges of $96 million ($76 million, or $0.26 per share, after-tax) in 2018.
(b)The impact of our postretirement benefit plans can cause our operating profit, net earnings, cash flows and certain amounts recorded on our consolidated balance sheets to fluctuate. Accordingly, our net earnings were affected by a net FAS/CAS pension adjustment of $668 million in 2021, $2.1 billion in 2020, $1.5 billion in 2019, $1.0 billion in 2018, and $876 million in 2017. We made no pension contributions in 2021, $1.0 billion in both 2020 and 2019, $5.0 billion in 2018, and $46 million in 2017. These contributions caused fluctuations in our operating cash flows and cash balance between each of those years. See “Critical Accounting Policies - Postretirement Benefit Plans” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information.
(c)Net earnings from continuing operations in 2021 include a noncash, non-operating pension settlement charge of $1.7 billion ($1.3 billion, or $4.72 per share, after-tax) related to the purchase of group annuity contracts to transfer $4.9 billion of gross pension obligations and related plan assets to an insurance company, which represents the accelerated recognition of actuarial losses that were included in the accumulated other comprehensive loss account within stockholders' equity.
(d)Net earnings from continuing operations in 2021 include unrealized gains of $265 million ($199 million, or $0.72 per share, after-tax) due to changes in the fair value of investments held in the Lockheed Martin Ventures Fund.
(e)For the years ended December 31, 2020 and 2018, operating profit includes noncash asset impairment charges of $128 million ($96 million, or $0.34 per share, after-tax) and $110 million ($83 million, or $0.29 per share, after-tax) related to our equity method investee,
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Table of Contents
(In millions, except per share data) 2017
 2016
 2015
 2014
 2013
Operating results          
Net sales $51,048
 $47,248
 $40,536
 $39,946
 $39,243
Operating profit (a)(b)(c)
 5,921
 5,549
 4,712
 5,012
 4,066
Net earnings from continuing operations (a)(b)(c)(d)
 1,929
 3,753
 3,126
 3,253
 2,701
Net earnings from discontinued operations (e)
 73
 1,549
 479
 361
 280
Net earnings (b)(c)(d)
 2,002
 5,302
 3,605
 3,614
 2,981
Earnings from continuing operations per common share          
Basic (a)(b)(c)(d)
 6.70
 12.54
 10.07
 10.27
 8.42
Diluted (a)(b)(c)(d)
 6.64
 12.38
 9.93
 10.09
 8.27
Earnings from discontinued operations per common share          
Basic 0.26
 5.17
 1.55
 1.14
 0.87
Diluted 0.25
 5.11
 1.53
 1.12
 0.86
Earnings per common share          
Basic (b)(c)(d)
 6.96
 17.71
 11.62
 11.41
 9.29
Diluted (b)(c)(d)
 6.89
 17.49
 11.46
 11.21
 9.13
Cash dividends declared per common share $7.46
 $6.77
 $6.15
 $5.49
 $4.78
Balance sheet (f)
          
Cash, cash equivalents and short-term investments (b)
 $2,861
 $1,837
 $1,090
 $1,446
 $2,617
Total current assets (g)
 17,461
 15,108
 14,573
 10,684
 12,081
Goodwill (h)
 10,807
 10,764
 10,695
 7,964
 7,698
Total assets (b)(g)(h)
 46,521
 47,806
 49,304
 37,190
 36,352
Total current liabilities (g)
 12,637
 12,542
 13,918
 10,954
 10,983
Total debt, net (i)
 14,263
 14,282
 15,261
 6,142
 6,127
Total liabilities (b)(g)(i)
 47,130
 46,200
 46,207
 33,790
 31,434
Total (deficit) equity (b)(d)
 (609) 1,606
 3,097
 3,400
 4,918
Common shares in stockholders’ equity at year-end 284
 289
 303
 314
 319
Cash flow information          
Net cash provided by operating activities (b)(j)
 $6,476
 $5,189
 $5,101
 $3,866
 $4,546
Net cash used for investing activities (k)
 (1,147) (985) (9,734) (1,723) (1,121)
Net cash (used for) provided by financing activities (l)
 (4,305) (3,457) 4,277
 (3,314) (2,706)
Backlog (m)
 $99,936
 $96,158
 $94,756
 $74,500
 $76,300
Advanced Military Maintenance, Repair and Overhaul Center LLC (AMMROC). For the year ended December 31, 2017, operating profit includes a $64 million ($40 million, or $0.14 per share, after-tax) charge, which represents our portion of a noncash asset impairment charge recorded by AMMROC. See “Note 1 – Organization and Significant Accounting Policies” included in our Notes to Consolidated Financial Statements for more information.
(a)
(f)In 2019 and 2017, we recorded previously deferred noncash gains of $51 million ($38 million, or $0.13 per share, after-tax) and $198 million ($122 million, or $0.42 per share, after-tax) related to properties sold in 2015 as a result of completing our remaining obligations.
(g)Net earnings for the year ended December 31, 2019 include benefits of $127 million ($0.45 per share) for additional tax deductions for the prior year, primarily attributable to foreign derived intangible income treatment based on proposed tax regulations released on March 4, 2019 and a change in our tax accounting method. Net earnings for the year ended December 31, 2018 include benefits of $146 million ($0.51 per share) for additional tax deductions for the prior year, primarily attributable to true-ups to the net one-time charges related to the Tax Cuts and Jobs Act enacted on December 22, 2017 and our change in tax accounting method (see “Note 10 – Income Taxes” included in our Notes to Consolidated Financial Statements).
(h)Effective January 1, 2019, we adopted Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). Upon adoption, we recorded right-of-use operating lease assets of $1.0 billion and operating lease liabilities of $1.1 billion, approximately $855 million of which were classified as noncurrent. There was no impact to our consolidated statements of earnings or cash flows as a result of adopting this standard. Prior periods were not restated for the adoption of ASU 2016-02. See “Note 9 – Leases” included in our Notes to Consolidated Financial Statements.
(i)In 2017, we recorded a net one-time tax charge of $2.0 billion ($6.77 per share), substantially all of which was noncash, primarily related to the estimated impact of the Tax Cuts and Jobs Act of 2017 (see “Note 10 – Income Taxes” included in our Notes to Consolidated Financial Statements). This charge along with our annual re-measurement adjustment related to our postretirement benefit plans of $1.4 billion resulted in a deficit in our total equity as of December 31, 2017.


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Our operating profit and net earnings from continuing operations and earnings per share from continuing operations were affected by severance charges of $80 million ($52 million or $0.17 per share, after tax) in 2016; severance charges of $82 million ($53 million or $0.17 per share, after tax) in 2015; severance charges of $156 million ($101 million or $0.31 per share, after tax) in 2013. See “Note 15 – Restructuring Charges” included in our Notes to Consolidated Financial Statements for a discussion of 2016 and 2015 restructuring charges.
(b)
The impact of our postretirement benefit plans can cause our operating profit, net earnings, cash flows and certain amounts recorded on our consolidated balance sheets to fluctuate. Accordingly, our earnings were affected by a FAS/CAS pension adjustment of $876 million in 2017, $902 million in 2016, $400 million in 2015, $317 million in 2014, and $(500) million in 2013. We made $46 million in 2017, $23 million in 2016, and $5 million in 2015 of pension contributions (for our Sikorsky plan) and $2.0 billion in 2014, and $2.25 billion in 2013 (for our legacy plans), and these contributions caused fluctuations in our operating cash flows and cash balance between each of those years. Fluctuations in our total assets, total liabilities and equity between years 2013 to 2014 primarily were due to the annual measurement of the funded status of our postretirement benefit plans. See “Critical Accounting Policies - Postretirement Benefit Plans” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information.
(c)
In the fourth quarter of 2017, we recorded a previously deferred non-cash gain of $198 million related to properties sold in 2015 as a result of completing our remaining obligations, which increased net earnings from continuing operations by $122 million ($0.42 per share).
(d)
In the fourth quarter of 2017, we recorded a net one-time tax charge of $1.9 billion ($6.69 per share), substantially all of which was non-cash, primarily related to the estimated impact of the Tax Cuts and Jobs Act (see “Note 9 – Income Taxes” included in our Notes to Consolidated Financial Statements). This charge along with our annual re-measurement adjustment related to our postretirement benefit plans of $1.4 billion resulted in a deficit in our total equity as of December 31, 2017.

(e)
Our net earnings from discontinued operations includes a $1.2 billion net gain in 2016 related to the divestiture of our IS&GS business.
(f)
Certain prior period amounts have been reclassified to conform to current year presentation.
(g)
Included in total current assets are assets of discontinued operations of $1.0 billion in 2015, $900 million in 2014, and $1.0 billion in 2013. Included in total current liabilities are liabilities of discontinued operations of $900 million in each of the years 2015, 2014 and 2013. Included in total assets are assets of discontinued operations of $4.1 billion in 2015, $4.2 billion in 2014, and $3.9 billion in 2013. Included in total liabilities are liabilities of discontinued operations of $1.2 billion in each of the years 2015, 2014, and 2013.
(h)
The increase in our goodwill and total assets from 2014 to 2015 was primarily attributable to the Sikorsky acquisition, which resulted in an increase in goodwill and total assets as of December 31, 2015 of $2.8 billion and $11.7 billion, respectively.
(i)
The increase in our total debt and total liabilities from 2014 to 2015 was primarily a result of the debt incurred to fund the Sikorsky acquisition, as well as the issuance of debt in February of 2015 for general corporate purposes (see “Note 3 – Acquisitions and Divestitures” and “Note 10 – Debt” included in our Notes to Consolidated Financial Statements).
(j)
The fluctuations in our net cash provided by operating activities between years 2013 to 2017 were due to changes in pension contributions, working capital and tax payments made. See “Liquidity and Cash Flows” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information.
(k)
The increase in our cash used for investing activities in 2015 was attributable to acquisitions of businesses, including the $9.0 billion acquisition of Sikorsky in 2015, net of cash acquired (see “Note 3 – Acquisitions and Divestitures” included in our Notes to Consolidated Financial Statements).
(l)
The increase in our cash provided by financing activities in 2015 was primarily a result of the debt incurred to fund the Sikorsky acquisition (see “Note 10 – Debt” included in our Notes to Consolidated Financial Statements). The increase in our cash used for financing activities in 2014 was due to decreased proceeds from stock option exercises; higher dividends paid and increased payments for repurchases of common stock. See “Liquidity and Cash Flows” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information.
(m)
Backlog at December 31, 2015 includes approximately $15.6 billion related to Sikorsky and excludes backlog at December 31, 2015, 2014, and 2013 of $4.8 billion, $6.0 billion, and $6.3 billion related to our IS&GS business, which we divested in 2016.

ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand our results of operations and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in Item 8 - Financial Statements and Supplementary Data.
The MD&A generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020. Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 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, 2020 filed with the SEC on January 28, 2021.
Business Overview
We are a global security and aerospace company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. We also provide a broad range of management, engineering, technical, scientific, logistics, system integration and cybersecurity services. We serve both U.S. and international customers with products and services that have defense, civil and commercial applications, with our principal customers being agencies of the U.S. Government. In 2017, 69%2021, 71% of our $51.0$67.0 billion in net sales were from the U.S. Government, either as a prime contractor or as a subcontractor (including 58%62% from the Department of Defense (DoD)), 30%28% were from international customers (including foreign military sales (FMS) contracted through the U.S. Government) and 1% were from U.S. commercial and other customers. Our main areas of focus are in defense, space, intelligence, homeland security and information technology, including cybersecurity.
We operate in four business segments: Aeronautics, Missiles and Fire Control (MFC), Rotary and Mission Systems (RMS) and Space, previously known as Space Systems.Space. We organize our business segments based on the nature of the products and services offered.
We operate in an environment characterized by both increasing complexity in global security and continuing economic pressures in the U.S. and globally. A significant component of our strategy in this environment is to focus on program execution, improving the quality and predictability of the delivery of our products and services, and placing security capability quickly into the hands of our U.S. and international customers at affordable prices. Recognizing that our customers are resource constrained, we areplace considerable focus on affordability initiatives while endeavoring to develop and extend our portfolio domestically in a disciplined manner, with a focus on adjacent markets close to our core capabilities as well as growing our international sales. We continue to focus on affordability initiatives. We also expect to continue to invest in technologies to fulfill new mission requirements for our customers and investsubstantially in our people so thatto ensure we have the technical skills necessary to succeed, without limitingand we expect to continue to invest internally on innovative technologies that address rapidly evolving mission requirements for our customers. We will continue to invest in acquisitions, as appropriate, while deepening our connection to commercial industry through cooperative partnerships, joint ventures, and equity investments.
COVID-19
The COVID-19 pandemic continued to present business challenges in 2021. We experienced impacts in each of our business areas related to COVID-19, primarily in continued increased coronavirus-related costs, delays in supplier deliveries, travel restrictions, site access and quarantine restrictions, employee absences, remote work and adjusted work schedules. During the first half of 2021, we had initiated a plan to reintroduce employees that had been working remotely to the workplace, however, we paused the reintroduction as COVID-19 cases rose in the second half of 2021. Attendance for employees required to be onsite has fluctuated based on pandemic developments. We continued to take measures to protect the health and safety of our employees, including encouraging employees to be vaccinated. We also continued to work with our customers and suppliers to minimize disruptions, including using accelerated progress payments from the U.S. Government and cash on hand to accelerate $2.2 billion of payments to our suppliers as of December 31, 2021 that are due by their terms in future periods. We will continue to monitor risk driven by the pandemic and, based on our current assessment, we expect to continue to accelerate payments to our suppliers based on risk assessed need through the end of 2022. Consistent with our current acceleration approach, we will prioritize small and COVID-19 impacted businesses.
We are closely tracking developments regarding vaccine mandates. Currently, all personnel working at DoD facilities, including Lockheed Martin employees, must comply with DoD’s process to attest to vaccination status. Pursuant to the DoD mandate, this is required for physical access to DoD buildings and leased spaces in non-DoD buildings where official agency business is performed. Additionally, until it was enjoined by a federal court in December 2021, pursuant to Executive Order 14042, referred to as the federal contractor vaccine mandate, all U.S. based employees of Lockheed Martin and most of its suppliers, industry partners and contractors working directly or indirectly on covered government contracts, or working at a facility where those contracts are performed, administered, or otherwise supported, were to be fully vaccinated, or have an
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approved medical or religious accommodation by January 18, 2022. This included employees who telework. Although the federal contractor vaccine mandate has been enjoined, we continue to encourage all employees to be vaccinated, including booster shots. We had taken steps to comply with the federal contractor vaccine mandate across our workforce until it was enjoined. As of December 31, 2021, more than 96% of our U.S. employee population had been vaccinated or received an approved exception. If the mandate is reinstated, or new mandates implemented, it is uncertain to what extent compliance with any such vaccine mandates may result in adverse impacts such as workforce attrition for us or our suppliers or reduce morale or efficiency. If the adverse impact is significant for us or our suppliers, our operations and ability to execute on our contracts could be adversely affected.
The ultimate impact of COVID-19 on our operations and financial performance in future periods, including our ability to return a substantial portion ofexecute our free cash flow to our investorsprograms in the formexpected timeframe, remains uncertain and will depend on future pandemic-related developments, including the duration of dividendsthe pandemic, potential subsequent waves of COVID-19 infection or potential new variants, the effectiveness and share repurchases. adoption of COVID-19 vaccines and therapeutics, supplier impacts and related government actions to prevent and manage disease spread, including the implementation of any federal, state, local or foreign vaccine mandates, all of which are uncertain and cannot be predicted. The long-term impacts of COVID-19 on government budgets and other funding priorities, including international priorities, that impact demand for our products and services are also difficult to predict but could negatively affect our future results and performance.
2022 Financial Trends

We define free cash flowexpect 2022 net sales to decrease by approximately 2% from 2021 levels. The projected decline is driven by declines at three of the four business areas (MFC, RMS, and Space). Specifically, these decreases are driven by the renationalization of the Atomic Weapons Establishment (AWE) at Space, the 2021 delivery of a training system on an international pilot training program at RMS not projected to repeat in 2022, as well as a decrease in Special Operations Forces Global Logistics Support Services (SOF GLSS) volume at MFC due to withdrawal of U.S. forces from Afghanistan. Total business segment operating margin in 2022 is expected to be approximately 10.9% and cash from operations as determined under U.S. generally accepted accounting principles (GAAP), less capital expenditures as presented on our consolidated statements of cash flows.
2018 Financial Trends
Effective January 1, 2018, we adopted two new accounting standards. Accounting Standard Update (ASU) No. 2014-09, Revenue from Contracts with Customers, as amended (Topic 606) (commonly referred to as ASC 606) changes the way we recognize revenue from contracts with customers. ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715) changes the income statement presentation of certain components of net periodic benefit cost related to defined benefit pension and other postretirement benefit plans. See “Note 1 – Significant Accounting Policies” (under the caption “Recent Accounting Pronouncements”) included in our Notes to Consolidated Financial Statements for further discussion on the adoption of these standards.

The following table presents selected 2017 recast, unaudited financial data updated for the adoption of ASC 606 and ASU 2017-07 (in millions). We are providing this information to assist in understanding our 2018 trend information in the following paragraphs, which includes the impacts of adopting these standards.
  Year Ended December 31, 2017
  Historical Adjustments for ASC 606 Adjustments for ASU 2017-07 Adjusted
Net sales   (unaudited) (unaudited) (unaudited)
Aeronautics $20,148
 $(738) $
 $19,410
Missiles and Fire Control 7,212
 82
 
 7,294
Rotary and Mission Systems 14,215
 (552) 
 13,663
Space 9,473
 136
 
 9,609
Total net sales $51,048
 $(1,072) $
 $49,976
Operating profit        
Aeronautics $2,164
 $12
 $
 $2,176
Missiles and Fire Control 1,053
 (4) 
 1,049
Rotary and Mission Systems 905
 (3) 
 902
Space 993
 (13) 
 980
Total business segment operating profit 5,115
 (8) 
 5,107
Total unallocated, net (a)
 806
 
 846
 1,652
Total consolidated operating profit (a)
 $5,921
 $(8) $846
 $6,759
(a)
Total unallocated, net and consolidated operating profit includes an increase of $846 million in 2017, with a corresponding increase in other non-operating expense, net for the expected impact of adopting ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715) on January 1, 2018. See “Note 1 – Significant Accounting Policies” (under the caption “Recent Accounting Pronouncements”) included in our Notes to Consolidated Financial Statements for further discussion.

We expect 2018 net sales will increase in the low-single digit range from 2017 levels. The projected growth is driven by increased production and sustainment volume on the F-35 program at Aeronautics as well as increased volume in tactical missiles programs at MFC, partially offset by decreased volume at RMS and Space. Segment operating profit2022 is expected to increasebe greater than or equal to $7.9 billion. Cash from operations assumes no pension contributions; and includes an estimated potential impact in 2022 of approximately $500 million from the provisions in the mid-single digit rangeTax Cuts and Jobs Act of 2017 that went into effect on January 1, 2022 eliminating the option to immediately deduct research and development expenditures in the period incurred and requiring companies to amortize such expenditures over five years. The actual impact on 2022 cash from 2017 levels primarily drivenoperations will depend on if and when these provisions are deferred, modified, or repealed by improved performance at RMS. Accordingly, we expect that 2018 segment operating profit margin will slightly increase over our 2017 marginCongress, including if retroactively, and the amount of 10.2%. Ourresearch and development expenses paid or incurred in 2022 among other factors. See “Income Tax Expense” below and Item 1A. Risk Factors for additional information regarding potential impacts of changes in tax laws and regulations, including the treatment of research and development costs.
The outlook for 20182022 also assumes continued support and funding of our programs, a U.S. federal statutory tax rate of 21%, known impacts of COVID-19, and the continued acceleration of supplier payments, with a focus on small and at-risk businesses. No additional impacts to the company’s operations, supply chain, or financial results as a result of continued COVID-19 disruption have been incorporated into our outlook for 2022 as the company cannot predict how the pandemic will evolve or what impact it will continue to have. The ultimate impacts of COVID-19 on our financial results remain uncertain and there can be no assurance that our underlying assumptions are correct. Additionally, the company’s outlook for 2022 assumes that there will not be significant reductions in customer budgets, changes in funding priorities and that the U.S. Government continues to supportwill not operate under a continuing resolution for an extended period in which new contract and fund our key programs, consistent withprogram starts are restricted. It also does not incorporate the government fiscal year (GFY) 2018 budget.pending acquisition of Aerojet Rocketdyne Holdings, Inc. Changes in circumstances may require us to revise our assumptions, which could materially change our current estimate of 20182022 net sales, business segment operating margin, and operating profit margin. For additional information related to trends in net sales and operating profit at our business segments, see the “Business Segment Results of Operations” discussion below.cash flows.
We expect thea total net 2018 FAS/CAS pension benefit to beof approximately $1.0$2.3 billion assumingin 2022 based on a 3.625%2.875% discount rate (a 5037.5 basis point decreaseincrease from the end of 2016)2020), an approximately 13.00%approximate 10.5% return on plan assets in 2017 (a 550 basis point increase from the expected rate of return at the end of 2016),2021, and a 7.50%6.50% expected long-term rate of return on plan assets in future years, and the revised longevity assumptions released on October 20, 2017 by the Society of Actuaries.among other assumptions. We willdo not expect to make required contributions of $5.0 billion to our qualified defined benefit pension plans in 2018, including required and discretionary contributions. As a result of these contributions, we do not expect any material qualified defined benefit cash funding will be required until 2021. We plan to fund these contributions using a mix of cash on hand and commercial paper. While we do not anticipate a need to do so, our capital structure and resources would allow us to issue new debt if circumstances change (see “Capital Structure, Resources and Other” discussion below). As a result of adopting ASU No. 2017-07, we expect to present a reclassification of non-service FAS net periodic benefit costs for all postretirement benefit plans (including the qualified defined benefit pension plans) of approximately $870 million for the fiscal year 2018 from consolidated operating profit to other non-operating income, net on our consolidated statements of earnings. This reclassification has no impact on our total business segment operating profit or consolidated net earnings.
Business Segment 2018 Financial Trends
Aeronautics
We expect Aeronautics’ 2018 net sales to increase in the mid-single digit percentage range as compared to 2017 driven by increased production and sustainment volume on the F-35 program. Operating profit is expected to increase in the low-single digit percentage range, resulting in slightly lower operating profit margins.

Missiles and Fire Control
We expect MFC’s net sales to increase in the mid-single digit percentage range in 2018 as compared to 2017 driven primarily by key contract awards and volume in tactical missile programs. Operating profit is expected to increase in the low-single digit percentage range in 2018 as compared to 2017 due primarily to new development volume associated with recent key contract awards. Accordingly, operating profit margin is expected to slightly decrease from 2017 levels.
Rotary and Mission Systems
We expect RMS’ net sales to decrease in the low-single digit percentage range as compared to 2017 driven primarily by lower volume in our Sikorsky business partially offset by higher volume in our training and logistics services and integrated warfare systems and sensors (IWSS) lines of business. Operating profit is expected to increase in the low double digit percentage range driven by performance improvements in the IWSS and C4ISR and Undersea Systems and Sensors (C4USS) lines of business. Operating profit margins are also expected to improve from 2017 levels.
Space
We expect Space's 2018 net sales to decrease in the mid-single digit percentage range compared to 2017, driven by lower volume resulting from program lifecycles on government satellite programs and lower cost on follow-on contracts. Operating profit in 2018 is expected to be comparable to 2017. As a result operating profit margin is expected to increase slightly from 2017 levels.2022.
Portfolio Shaping Activities
We continuously strive to strengthen our portfolio of products and services to meet the current and future needs of our customers. We accomplish this in part by our independent research and development activities and through acquisition, divestiture and internal realignment activities.
We selectively pursue the acquisition of businesses and investments at attractive valuations that will expand or complement our current portfolio and allow access to new customers or technologies. We also may explore the divestiture of businesses that
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no longer meet our needs or strategy or that could perform better outside of our organization. In pursuing our business strategy, we routinely conduct discussions, evaluate targets and enter into agreements regarding possible acquisitions, divestitures, joint ventures and equity investments.
DivestitureRenationalization of the Information Systems & Global Solutions BusinessAtomic Weapons Establishment Program
On August 16, 2016, we divested our former Information Systems & Global Solutions (IS&GS) business, which merged with Leidos Holdings, Inc. (Leidos), in a Reverse Morris Trust transaction (the “Transaction”). The Transaction was completed in a multi-step process pursuantJune 30, 2021, the UK Ministry of Defence terminated the contract to which we initially contributedoperate the IS&GS business to Abacus Innovations Corporation (Abacus), a wholly owned subsidiary of Lockheed Martin created to facilitate the Transaction,UK’s nuclear deterrent program and the common stock of Abacus was distributed to participating Lockheed Martin stockholders through an exchange offer. Under the termsassumed control of the exchange offer, Lockheed Martin stockholders hadentity that manages the optionprogram (referred to exchange shares of Lockheed Martin common stock for shares of Abacus common stock. Atas the conclusionrenationalization of the exchange offer, all shares of Abacus common stock were exchanged for 9,369,694 shares of Lockheed Martin common stock held by Lockheed Martin stockholdersAtomic Weapons Establishment (AWE program)). Accordingly, the AWE program’s ongoing operations, including the entity that elected to participate inmanages the exchange. The shares of Lockheed Martin common stock that were exchanged and accepted were retired, reducing the number of shares of our common stock outstanding by approximately 3%. Following the exchange offer, Abacus merged with a subsidiary of Leidos, with Abacus continuing as the surviving corporation and a wholly-owned subsidiary of Leidos. As part of the merger, each share of Abacus common stock was automatically converted into one share of Leidos common stock. We did not receive any shares of Leidos common stock as part of the Transaction and do not hold any shares of Leidos or Abacus common stock following the Transaction. Based on an opinion of outside tax counsel, subject to customary qualifications and based on factual representations, the exchange offer and merger will qualify as tax-free transactions to Lockheed Martin and its stockholders, except to the extent that cash was paid to Lockheed Martin stockholders in lieu of fractional shares.
In connection with the Transaction, Abacus borrowed an aggregate principal amount of approximately $1.84 billion under term loan facilities with third party financial institutions, the proceeds of which were used to make a one-time special cash payment of $1.80 billion to Lockheed Martin and to pay associated borrowing fees and expenses. The entire special cash payment was used to repay debt, pay dividends and repurchase stock during the third and fourth quarters of 2016. The obligations under the Abacus term loan facilities were guaranteed by Leidos as part of the Transaction.
As a result of the Transaction, we recognized a net gain of approximately $1.3 billion, including $1.2 billion recognized in 2016. The net gain represents the $2.5 billion fair value of the shares of Lockheed Martin common stock exchanged and retired

as part of the exchange offer, plus the $1.8 billion one-time special cash payment, less the net book value of the IS&GS business of about $3.0 billion at August 16, 2016 and other adjustments of about $100 million. During the fourth quarter of 2017, we recognized an additional gain of $73 million, which reflects certain post-closing adjustments, including certain tax adjustments and the final determination of net working capital.
We classified the operating results of our former IS&GS business as discontinued operations in our consolidated financial statements in accordance with U.S. GAAP, as the divestiture of this business represented a strategic shift that had a major effect on our operations and financial results. However, the cash flows generated by the IS&GS business have not been reclassified in our consolidated statements of cash flows as we retained this cash as part of the Transaction.
Acquisition of Sikorsky Aircraft Corporation
On November 6, 2015, pursuant to a Stock Purchase Agreement, dated as of July 19, 2015 by and between us and United Technologies Corporation (UTC) and certain wholly-owned subsidiaries of UTC, we completed the acquisition of Sikorsky Aircraft Corporation and certain affiliated companies (collectively “Sikorsky”) for $9.0 billion, net of cash acquired. Sikorsky, a global company primarily engaged in the design, manufacture, service and support of military and commercial helicopters, has become a wholly-owned subsidiary of ours, aligned under the RMS business segment. We funded the acquisition with new debt issuances, commercial paper and cash on hand. We and UTC made a joint election under Section 338(h)(10) of the Internal Revenue Code, which treats the transaction as an asset purchase for tax purposes. This election generates a cash tax benefit for us and our stockholders. The 2015 financial results of the acquired Sikorsky business have beenprogram, are no longer included in our consolidatedfinancial results as of operations from the November 6, 2015 acquisitionthat date, through December 31, 2015. Accordingly, the consolidatedhowever, during 2021, AWE generated sales of $885 million and operating profit of $18 million, which are included in Space’s financial results for the year ended December 31, 2015 do not reflect a full2021. During the year ended December 31, 2020, AWE generated sales of Sikorsky’s operations. See “Capital Structure, Resources$1.4 billion and Other” included within “Liquidity and Cash Flows” discussion below and “Note 10 – Debt”operating profit of $35 million, which are included in our NotesSpace’s financial results for 2020.
Pending Acquisition of Aerojet Rocketdyne Holdings, Inc.
On December 20, 2020, we entered into an agreement to Consolidated Financial Statementsacquire Aerojet Rocketdyne Holdings, Inc. (Aerojet Rocketdyne) for $51.00 per share, which is net of a $5.00 per share special cash dividend Aerojet Rocketdyne paid to its stockholders on March 24, 2021. At the time of announcement, this represented a post-dividend equity value of approximately $4.6 billion, on a fully diluted as-converted basis, and a transaction value of approximately $4.4 billion after the assumption of Aerojet Rocketdyne’s then-projected net cash. If the transaction is completed, we expect to finance the acquisition primarily through new debt issuances. The transaction was approved by Aerojet Rocketdyne’s stockholders on March 9, 2021. As part of the regulatory review process of the transaction, on September 24, 2021, we and Aerojet Rocketdyne each certified substantial compliance with the Federal Trade Commission’s (FTC) requests for additional information, known as a “second request.” On January 11, 2022, the parties provided an updated notice of their intended closing date under their timing agreement with the FTC, whereby the parties agreed that they would not close the transaction before January 27, 2022, to enable the parties to discuss the scope and nature of the merchant supply and firewall commitments previously offered to the FTC by Lockheed Martin. We have been advised by the FTC that its concerns regarding the transaction cannot be addressed adequately by the terms of a consent order. We believe it is highly likely that the FTC will vote to sue to block the transaction and expect they will make a decision before January 27, 2022. If the FTC sues to block the transaction, we could elect to defend the lawsuit within 30 days or terminate the merger agreement. If the FTC does not file a lawsuit to block the transaction before January 27, 2022, the parties could proceed to close the transaction, but there is no assurance that the FTC would not file a lawsuit challenging the transaction after the closing since the parties have not reached agreement on the terms of a consent order. Under the terms of the merger agreement, either party may terminate the transaction if it has not closed on or before March 21, 2022. A copy of the merger agreement between the companies can be found in Lockheed Martin’s Form 8-K filing with the Securities and Exchange Commission on December 21, 2020. See Item 1A - Risk Factors for a discussion of the debt we incurred in connection withrisks related to the Sikorsky acquisition.proposed transaction.
Other
On August 24, 2016, we increased our ownership interest in the AWE Management Limited (AWE) joint venture, which operates the United Kingdom’s nuclear deterrent program, from 33% to 51%. At which time, we began consolidating AWE. Consequently, our operating results include 100% of AWE’s sales and 51% of its operating profit. Prior to increasing our ownership interest, we accounted for our investment in AWE using the equity method of accounting. Under the equity method, we recognized only 33% of AWE’s earnings or losses and no sales. Accordingly, prior to August 24, 2016, the date we obtained control, we recorded 33% of AWE’s net earnings in our operating results and subsequent to August 24, 2016, we recognized 100% of AWE’s sales and 51% of its operating profit.
For additional information, see “Note 3 – Acquisitions and Divestitures” included in our Notes to Consolidated Financial Statements.
Industry Considerations
U.S. Government Funding
TheOn May 28, 2021, the Administration submitted to Congress the President’s fiscal year (FY) 2022 budget request, which proposes $753 billion for total national defense spending including $715 billion for the DoD, a 1.6% increase above the FY 2021 enacted amounts for both total national defense and the DoD (a U.S. Government has not yet passed an appropriations bill for fiscal year 2018 (the U.S. Government’s fiscal year beginsstarts on October 1 and ends on September 30). However, onThis is the first budget over the past decade that is not restricted by the discretionary spending caps under the Budget Control Act of 2011. The budget also proposes to end the use of Overseas Contingency Operations (OCO) as a separate fund to finance overseas operations.
On December 22, 2017,27, 2021, the President signed the FY 2022 National Defense Authorization Act (NDAA), the annual policy bill that establishes, continues, or modifies federal programs, and provides the prerequisite for the Congress to appropriate budget authority for defense programs. The FY 2022 NDAA authorizes approximately $25 billion more than the President requested in the FY 2022 budget request.
However, the U.S. Government passedhas not yet enacted an annual budget for FY 2022. To avert a government shutdown, a series of continuing resolution funding measure to finance all U.S. Government activities through January 19, 2018. Congress was unable to reach an agreement to continue to fund the government prior to midnight on January 19, 2018, and the U.S. Government was forced to shut down for three days. On January 22, 2018, the U.S. Government passed a continuing resolution funding measuremeasures have been enacted to finance all U.S. Government activities through February 8, 2018.18, 2022. Under thisthe continuing resolution, partial-year funding at amounts consistent with appropriated levels for fiscal year 2017FY 2021 are available, subject to certain restrictions, but new spending initiatives are not authorized. OurImportantly, our key programs continue to be supported and funded despite the continuing resolution financing mechanism. However, during periods covered by continuing resolutions or untilin the regular appropriation bills are passed,event of a government shutdown, we may experience delays in procurement of products and services due to lack of funding, and those delays may affect our results of operations.
In May 2017, the President submitted a budget proposal for GFY 2018coming months, Congress will need to Congress, which includes a base budget for the DoD of $575 billion, approximately $52 billion above the spending limits established under the Budget Control Act of 2011 (the Budget Control Act) (described below) and an increase of $32 billion over the fiscal year 2017 funding level. The President’s budget requests also includes funding of $65 billion for Overseas Contingency Operations (OCO) / Global War on Terror (GWOT), which is not subject to the Budget Control Act spending limits. Congress must approve or revise the President’s GFY 2018FY 2022 budget proposalsproposal through enactment of appropriations bills and other policy
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legislation, which would then require final Presidential approval.approval from the President in order for the FY 2022 budget to become law and complete the budget process.

InAdditionally, on December 16, 2021, the President signed legislation increasing the GFY 2018 National Defense Authorization Act (NDAA) into law.federal debt limit by $2.5 trillion. The NDAA authorizes funding levels for the agencies responsible for defense and sets forth how the funds will be used. The NDAA authorizes $626 billion in base defense spending ($606 billion for DoD) and $66 billion in OCO funds, exceeding the Budget Control Act limits for base defense spending by $85 billion. The OCO account is exempt from the Budget Control Act. It remains uncertain when an appropriations bill for fiscal year 2018 will be enacted or at what levels.
Currently, U.S. defense spending through fiscal year 2021 remains subject to statutory spending limits established by the Budget Control Act. The spending limits were modified for fiscal years 2013 through 2017 by the American Taxpayer Relief Act of 2012, the Bipartisan Budget Act of 2013 and the Bipartisan Budget Act of 2015. However, these acts did not provide relief to the spending limits beyond fiscal year 2017. If Congress approves the President’s budget proposal or other appropriation legislation with funding levels that exceed the spending limits, automatic across-the-board spending reductions, known as sequestration, would be triggered to reduce funding back to the spending limits. As currently enacted, the Budget Control Act limits defense spending to $549 billion (approximately $522 billion for DoD) for fiscal year 2018 with modestmeasure increases of about 2.5% per year through 2021. The President’s budget proposal as well as defense budget estimates for fiscal year 2018 and beyond exceed the spending limits established by the Budget Control Act. As a result, continued budget uncertainty and the risk of future sequestration cuts remain unless the Budget Control Act is repealed or significantly modified. The investments and acquisitions we have made in recent years have sought to align our businesses with what we believe are the most critical national priorities and mission areas. However, the possibility remains that our programs could be materially reduced, extended, or terminated as a result of the U.S. Government’s continuing assessment of priorities, changes in government priorities, the implementation of sequestration (particularly in those circumstances where sequestration is implemented across-the-board without regard to national priorities), or other budget cuts in lieu of sequestration.
On September 8, 2017, Congress passed legislation suspending the debt ceiling through December 8, 2017. On December 9, 2017, the debt limit was increased to $31.4 trillion from the amountprevious level of debt the U.S. Government held outstanding on that date. However, despite using cash on hand$28.9 trillion and measures employed by the Department of Treasury, the debt ceiling is expectedestimated to be reached again inprovide sufficient government borrowing capacity to last until early 2018. Congress will need to raise the debt limit for the U.S. Government to continue borrowing money before these measures are exhausted. If the debt ceiling is not raised, the U.S. Government may not be able to pay for expenditures or fulfill its funding obligations and there could be significant disruption to all discretionary programs.

We anticipate there will continue to be a significant amount of debate and negotiations within the U.S. Government over defense spending and the debt ceiling. In the context of these negotiations, it is possible that existing cuts to government programs could be kept in place, replaced with different spending cuts, and/or replaced with a package of broader reforms to reduce the federal deficit. However, we continue to believe that our portfolio of products and services will continue to be well supported in a strategically focused allocation of budget resources.2023.
International Business
A key component of our strategic plan is to grow our international sales. To accomplish this growth, we continue to focus on strengthening our relationships internationally through partnerships and joint technology efforts. We conductOur international business withis conducted either by foreign military sales (FMS) contracted through the U.S. Government or by direct commercial sales (DCS) to international customers through eachcustomers. In 2021, approximately 69% of our business segments through either FMS or direct sales to international customers.customers were FMS and about 31% were DCS. See Item 1A - Risk Factors for a discussion of risks related to international sales.
InternationalIn 2021, international customers accounted for 36%35% of Aeronautics’ 2017 net sales. There continues to be strong international interest in the F-35 program, which includes commitments from the U.S. Government and eightseven international partner countries and threesix international customers, as well as expressions of interest from other countries. The U.S. Government and the eight partner countries continue to work together on the design, testing, production, and sustainment of the F-35 program. The international commitment to the program continues to grow. Through 2017, $8.2 billion of funding was awarded for the F-35 program under Low Rate Initial Production (LRIP) 11 contract for aircraft currently in production. This award is for international F-35 partners and FMS customers. Additionally in 2017, F‑35 aircraft deliveries continued from the Final Assembly and Check-Out (FACO) facility in Italy and were initiated at the Japan FACO facility. Other areas of international expansion at our Aeronautics business segment include the F-16 and C-130J and F-16 programs. During 2017, six C-130J aircraft were deliveredprograms, which continue to India. In November 2017, the U.S. and Bahrain signed a government-to-government agreement, or a Letter of Offer and Acceptance (LOA), regarding the sale ofdraw interest from international customers for new production Block 70 aircraft for the Royal Bahraini Air Force. We are transitioning F-16 production to Greenville, South Carolina, to support the Bahrain production program and other emerging F-16 production requirements.aircraft.
In 2017,2021, international customers accounted for 34%29% of MFC’s net sales. Our MFC business segment continues to generate significant international interest, most notably in the air and missile defense product line, which produces the Patriot Advanced Capability-3 (PAC-3) and Terminal High Altitude Area Defense (THAAD) systems. The PAC-3 is an advancedfamily of missiles are the only combat proven Hit-to-Kill interceptors that defend against incoming threats, including tactical ballistic missiles, cruise missiles and aircraft. Fourteen nations have chosen PAC-3 Cost Reduction Initiative (CRI) and PAC-3 Missile Segment Enhancement (MSE) to provide missile defense system designed to intercept incoming airborne threats. We have ongoing PAC-3 programs for sustainment activities in the Kingdom of Saudi Arabia, UAE, Qatar, the Republic of Korea and Taiwan. Additionally during 2017, we received an order for PAC-3 systems from Japan.capabilities. THAAD is an integrated system designed to protect against high altitude ballistic missile threats. UAE is an international

customer for THAAD, and other countries in the Middle East, Europe and the Asia-Pacific region have also expressed interest in our air and missile defense systems, including the Kingdom of Saudi Arabia, who took formal steps in October 2017 to begin the purchase of THAAD. Additionally, we continue to see international demand for our tactical and strike missile and fire control products, including in Poland, where we will be submitting a proposalreceived orders for a Multiple Launch Rocket System (MLRS). Other MFC international customers include the United Kingdom,precision fires systems from Germany India, Kuwait, and Bahrain.Taiwan and for Long Range Anti-Ship Missiles (LRASM) from Australia.
In 2017,2021, international customers accounted for 28% of RMS’ net sales. Our RMS business segment continues to experience international interest in the Aegis Ballistic Missile Defense System. WeSystem (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, Republic of Korea, and Australia. We have ongoing combat systems programs associated with different classes of surface combatant ships for customers in Canada, Chile, and ChileNew Zealand. Our Multi-Mission Surface Combatant (MMSC) program will provide surface combatant ships for combat systems equipment upgrades on Halifax-classinternational customers, such as the Kingdom of Saudi Arabia, designed to operate in shallow waters and Type 23 frigates.the open ocean. In our training and logistics solutions portfolio, we have active programs and pursuits in the United Kingdom, the Kingdom of Saudi Arabia, Canada, Singapore, Australia, Germany and Australia. In addition, Sikorsky adds a significant international component to the RMS business segment with an installed base of over 1,000 aircraft internationally.France. We have active development, production, and sustainment support of the S-70iS-70 Black HawkHawk® and MH-60 Seahawk aircraftSeahawk® helicopters to foreign militaryinternational customers, including Chile,India, Philippines, Australia, Denmark, Taiwan,Republic of Korea, Thailand, the Kingdom of Saudi Arabia, and Colombia.Greece. 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. Commercial aircraft are sold to international customers in theto support search and rescue missions as well as VIP and offshore oil and gas industry, emergency medical evacuation, search and rescue fleets, and VIP customers in over 30 countries.transportation.
InternationalIn 2021, international customers accounted for 14%8% of Space’s 2017 net sales. OurThe majority of our Space business segment includes the operationsinternational sales in 2021 were from our majority share of AWE Management Limited (AWE), which operatesoperated the United Kingdom’s nuclear deterrent program. The work atprogram until June 30, 2021. As previously announced, on June 30, 2021 the UK Ministry of Defence renationalized AWE coversand, accordingly, the entire life cycle, from initial concept, assessment and design, through component manufacture and assembly, in-service support and decommissioning and disposal. In addition, Space has international contracts with the KingdomAWE program’s ongoing operations are no longer included in our financial results beginning as of Saudi Arabia and Japan to design and manufacture geostationary communication satellites using the A2100 satellite platform.that date.
Status of the F-35 Program
The F-35 program primarily consists of development contracts, production contracts, and sustainment activities. The development contracts are being performed concurrent with the production contracts. Concurrent performance of development and production contracts is used for complex programs to test aircraft, shorten the time to field systems, and achieve overall cost savings. The System Development and Demonstration (SDD) portion of the development contracts was substantially completed in 2017, with over 99% of flight test objectives met through over 9,200 flights. Approximately 70 flights remain and are expected to be completed in early 2018. Additionally, the final logistics and training capability is planned for 2018activities, and new Third Life structural testing added to the SDD portion in 2013 is scheduled to be completed in 2019.development efforts. Production of the aircraft is expected to continue for many years given the U.S. Government’s current inventory objective of 2,456 aircraft for the U.S. Air Force, U.S. Marine Corps, and U.S. Navy; commitments from our eightseven international partnerspartner countries and threesix international customers; as well as expressions of interest from other countries.
Operationally,
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During 2021, the F-35 program completed several milestones both domestically and internationally. The U.S. Government continues to complete various tests,continued testing the aircraft, including ship trials, mission system evaluations and weapons testing,systems evaluations, and the F-35 aircraft fleet recently surpassed 118,000470,000 flight hours. Progress also continues onDuring the second half of 2021, the U.S. Government awarded the production of aircraft. In January 2017,16 F-35 Lot 15 aircraft in addition to the 967 aircraft previously awarded. Since program achieved a major milestone when theinception, we have delivered 753 production F-35 aircraft to U.S. Navy received its first F‑35C carrier variant at NAS Lemoore, California, as we continue to advance towards the U.S. Navy declaring the F‑35C carrier variant ready for combat. The U.S. Marine Corps completed the deployment of 16and international customers, including 549 F-35A variants, 150 F-35B variants, now permanently assignedand 54 F-35C variants, demonstrating the F-35 program’s continued progress and longevity.
In response to Marine Corps Air Station Iwakuni, Japan.COVID-19 F-35 delays and in conjunction with the F-35 Joint Program Office (JPO), we tapered our production rate in 2020. In June 2017,2021, we continued to be impacted by COVID-19 but the first Japanese assembled F‑35A variant was unveiled atproduction rate improved from its 2020 levels. In September 2021, the FACO facilityF-35 JPO and the Lockheed Martin industry team agreed on an F-35 production rebaseline that ensures predictability and stability in Nagoya, Japan. Thisthe production process while recovering the aircraft shortfall realized over the last year during the COVID-19 pandemic. With this agreement, we were scheduled to deliver 133-139 aircraft in 2021. However, we delivered 142 aircraft in September 2017, marks the first of nearly 40 jets that will be produced2021, exceeding our contractual obligation by three aircraft. We anticipate delivering 148-153 aircraft in 2022. In 2023 and beyond, we anticipate delivering 156 aircraft for the Japanese Ministry of Defense at this location. Similarly, in May 2017, the first F‑35B variant to be assembled outside the U.S. was rolled out at the Italian FACO facility, which has already delivered multiple F‑35A variants and is slated to produce over 100foreseeable future. We have 230 aircraft in total. Asbacklog as of December 31, 2017, we have delivered 266 production aircraft to our U.S. and international partners, and we have 235 production aircraft in backlog,2021 extending into 2023, including orders from our international partners.partner countries.
Given the size and complexity of the F-35 program, we anticipate that there will be continual reviews related to aircraft performance, program schedule, cost, and requirements as part of the DoD, Congressional, and international partners’countries’ oversight and budgeting processes. Current program challenges include but are not limited to, supplier, Lockheed Martin and partner performance (including COVID-19 performance-related challenges), software development, the receipt of 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, and sustainment and warranties, receivingpotential contractual obligations, and the ability to continue to reduce the unit production costs and improve affordability.
Backlog
At December 31, 2021, our backlog was $135.4 billion compared with $147.1 billion at December 31, 2020. Backlog is converted into sales in future periods as work is performed or deliveries are made. We expect to recognize approximately 38% of our backlog over the next 12 months and approximately 60% over the next 24 months as revenue, with the remainder recognized thereafter.
Our backlog includes both funded (firm orders for our products and services for which funding has been both authorized and appropriated by the customer) and unfunded (firm orders for productionwhich funding has not been appropriated) amounts. We do not include unexercised options or potential orders under indefinite-delivery, indefinite-quantity (IDIQ) agreements in our backlog. If any of our contracts on a timely basis, executing future flight tests, findings resulting from testing,with firm orders were to be terminated, our backlog would be reduced by the expected value of the unfilled orders of such contracts. Funded backlog was $88.5 billion at December 31, 2021, as compared to $102.3 billion at December 31, 2020. For backlog related to each of our business segments, see “Business Segment Results of Operations” in Management’s Discussion and operating the aircraft.Analysis of Financial Condition and Results of Operations.
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Consolidated Results of Operations
Since ourOur operating cycle is primarily long term and involves many types of contracts for the design, development and manufacture of products and related activities with varying delivery schedules,schedules. Consequently, the results of operations of a particular year, or year-to-year comparisons of sales and profits, may not be indicative of future operating results. The following discussions of comparative results among years should be reviewed in this context. All per share amounts cited in these discussions are presented

on a “per diluted share” basis, unless otherwise noted. Our consolidated results of operations were as follows (in millions, except per share data):
202120202019
Net sales$67,044 $65,398 $59,812 
Cost of sales(57,983)(56,744)(51,445)
Gross profit9,061 8,654 8,367 
Other income (expense), net62 (10)178 
Operating profit9,123 8,644 8,545 
Interest expense(569)(591)(653)
Non-service FAS pension (expense) income(1,292)219 (577)
Other non-operating income (expense), net288 (37)(74)
Earnings from continuing operations before income taxes7,550 8,235 7,241 
Income tax expense(1,235)(1,347)(1,011)
Net earnings from continuing operations6,315 6,888 6,230 
Net loss from discontinued operations (55)— 
Net earnings$6,315 $6,833 $6,230 
Diluted earnings (loss) per common share
Continuing operations$22.76 $24.50 $21.95 
Discontinued operations (0.20)— 
Total diluted earnings per common share$22.76 $24.30 $21.95 
  2017
 2016
 2015
Net sales $51,048
 $47,248
 $40,536
Cost of sales (45,500) (42,186) (36,044)
Gross profit 5,548
 5,062
 4,492
Other income, net 373
 487
 220
Operating profit (a)
 5,921
 5,549
 4,712
Interest expense (651) (663) (443)
Other non-operating (expense) income, net (1) 
 30
Earnings from continuing operations before income taxes 5,269
 4,886
 4,299
Income tax expense (b)
 (3,340) (1,133) (1,173)
Net earnings from continuing operations 1,929
 3,753
 3,126
Net earnings from discontinued operations 73
 1,549
 479
Net earnings $2,002
 $5,302
 $3,605
Diluted earnings per common share      
Continuing operations $6.64
 $12.38
 $9.93
Discontinued operations 0.25
 5.11
 1.53
Total diluted earnings per common share $6.89
 $17.49
 $11.46
(a)
For the year ended December 31, 2017, operating profit includes a previously deferred non-cash gain of approximately $198 million related to properties sold in 2015 (see “Note 8 – Property, Plant and Equipment, net” included in our Notes to Consolidated Financial Statements for more information) and a $64 million charge, which represents our portion of a non-cash asset impairment charge recorded by our equity method investee, Advanced Military Maintenance, Repair and Overhaul Center LLC venture (see “Note 1 – Significant Accounting Policies” included in our Notes to Consolidated Financial Statements for more information). For the year ended December 31, 2016, operating profit includes a non-cash gain on the step acquisition of AWE of approximately $104 million (see “Note 3 – Acquisitions and Divestitures” included in our Notes to Consolidated Financial Statements for more information). For the year ended December 31, 2015, operating profit includes $45 million of operating loss at Sikorsky, which is less than 1% of consolidated operating profit in 2015. Sikorsky’s operating loss is net of intangible amortization and adjustments required to account for the acquisition of this business in the fourth quarter of 2015 (see “Note 3 – Acquisitions and Divestitures” included in our Notes to Consolidated Financial Statements for more information).
(b)
In the fourth quarter of 2017, we recorded a net one-time tax charge of $1.9 billion ($6.69 per share), substantially all of which was non-cash, primarily related to the estimated impact of the Tax Cuts and Jobs Act. See “Income Tax Expense” section below and “Note 9 – Income Taxes” included in our Notes to Consolidated Financial Statements for additional information.
Certain amounts reported in other income (expense), net, primarilyincluding our share of earnings or losses from equity method investees, are included in the operating profit of our business segments. Accordingly, such amounts are included in ourthe discussion of our business segment results of operations.
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Net Sales
We generate sales from the delivery of products and services to our customers. Our consolidated net sales were as follows (in millions):
  2017
  2016
  2015
 
Products $43,875
  $40,365
  $34,868
 
% of total net sales 85.9
% 85.4
% 86.0
%
Services 7,173
  6,883
  5,668
 
% of total net sales 14.1
% 14.6
% 14.0
%
Total net sales $51,048
  $47,248
  $40,536
 
202120202019
Products$56,435 $54,928 $50,053 
% of total net sales84.2 %84.0 %83.7 %
Services10,609 10,470 9,759 
% of total net sales15.8 %16.0 %16.3 %
Total net sales$67,044 $65,398 $59,812 
Substantially all of our contracts are accounted for using the percentage-of-completion cost-to-cost method. Under the percentage-of-completion cost-to-cost method, we record net sales on contracts over time based upon our progress towards completion on a particular contract, as well as our estimate of the profit to be earned at completion. The following discussion of material changes in our consolidated net sales should be read in tandem with the subsequent discussion of changes in our consolidated cost of sales and our business segment

results of operations because changes in our sales are typically accompanied by a corresponding change in our cost of sales due to the nature of the percentage-of-completion cost-to-cost method.
Product Sales
Product sales increased $3.5$1.5 billion, or 9%3%, in 20172021 as compared to 2016.2020. The increase was primarily dueattributable to higher product sales of about $2.1 billion at Aeronautics, $680approximately $735 million at RMS due to higher production volume on various Sikorsky helicopter programs and $425for training and logistics solutions (TLS) programs due to the delivery of an international pilot training system; $465 million at MFC.MFC due to higher volume on PAC-3, Long Range Anti-Ship Missile (LRASM) and Joint Air-to-Surface Standoff Missile (JASSM) programs; and $305 million at Aeronautics due to higher volume on classified contracts and F-16 production contracts, partially offset by lower volume on F-35 development contracts.
Service Sales
Service sales increased $139 million, or 1%, in 2021 as compared to 2020. The increase in productservice sales at Aeronautics was primarily attributable to higher sales for the F-35 programof approximately $180 million at Aeronautics due to increased production volume, higher sales for the C-130 program due to increased deliveries and aircraft configuration mix and highersustainment volume on aircraft modernization for the F-16 program,F-35, partially offset by lower sales for the C-5 program due to fewer aircraft deliveries. The increase in product sales at RMS was primarily due to certain adjustments recorded in 2016 required to account for the acquisition of Sikorsky and highersustainment volume on training and logistics services programs. Higher product sales at MFC were primarily due to higher sales for tactical missile programs due to product configuration mix and increased deliveries (primarily Joint Air-to-Surface Standoff Missile (JASSM)), higher sales for air and missile defense systems due to contract mix (primarily PAC-3), higher volume on certain programs (primarily THAAD), and increased deliveries for fire control programs (primarily Low Altitude Navigation and Targeting Infrared for Night (LANTIRN®) and SNIPER®).
Product sales increased $5.5 billion, or 16%, in 2016 as compared to 2015. The increase was primarily due to higher product sales of about $3.7 billion at RMS and approximately $1.8 billion at Aeronautics. The increase in product sales at RMS was primarily attributable to sales from Sikorsky, which was acquired in the fourth quarter of 2015. This increase was partially offset by lower net sales for training and logistics programs due to the divestiture of our Lockheed Martin Commercial Flight Training (LMCFT) business, which reported sales through the May 2, 2016 divestiture date. The increase at Aeronautics was primarily attributable to the F-35 program due to increased volume on aircraft production and the C-130 program due to increased aircraft deliveries.
Service Sales
Service sales increased $290 million, or 4%, in 2017 as compared to 2016, primarily due to an increase in service sales of about $245 million at Aeronautics and $180 million at MFC, partially offset by lower service sales of about $210 million at Space. The increase in service sales at Aeronautics was primarily due to higher sustainment activities (primarily the F-35 and F-16 programs). Higher service sales at MFC were primarily attributable to increased volume on sustainment activities (primarily PAC-3 and Hellfire). The decrease in service sales at Space was primarily due to lower space transportation programs due to a reduction in launch-related events, partially offset by increased volume on government satellite services.
Service sales increased $1.2 billion, or 21%, in 2016 as compared to 2015, primarily due to an increase in service sales of about $700 million at RMS and approximately $360 million at Aeronautics. The increase in service sales at RMS was primarily attributable to sales from Sikorsky, which was acquired in the fourth quarter of 2015. The increase in service sales at Aeronautics was primarily attributable to increased sustainment activities (primarily the F-35 and F-16 programs).F-22.
Cost of Sales
Cost of sales, for both products and services, consist of materials, labor, subcontracting costs and an allocation of indirect costs (overhead and general and administrative), as well as the costs to fulfill our industrial cooperation agreements, sometimes referred to as offset agreements, required under certain contracts with international customers. For each of our contracts, we monitor the nature and amount of costs at the contract level, which form the basis for estimating our total costs to complete the contract. Our consolidated cost of sales were as follows (in millions):
202120202019
Cost of sales – products$(50,273)$(48,996)$(44,589)
% of product sales89.1 %89.2 %89.1 %
Cost of sales – services(9,463)(9,371)(8,731)
% of service sales89.2 %89.5 %89.5 %
Severance and restructuring charges(36)(27)— 
Other unallocated, net1,789 1,650 1,875 
Total cost of sales$(57,983)$(56,744)$(51,445)
  2017
  2016
  2015
 
Cost of sales – products $(39,750)  $(36,616)  $(31,091) 
% of product sales 90.6
% 90.7
% 89.2
%
Cost of sales – services (6,405)  (6,040)  (4,824) 
% of service sales 89.3
% 87.8
% 85.1
%
Severance charges 
  (80)  (82) 
Other unallocated, net 655
  550
  (47) 
Total cost of sales $(45,500)  $(42,186)  $(36,044) 
Due to the nature of percentage-of-completion accounting, changes in our cost of sales for both products and services are typically accompanied by changes in our net sales. The following discussion of material changes in our consolidated cost of sales

for products and services should be read in tandem with the preceding discussion of changes in our consolidated net sales and our business segment results of operations. WeExcept for potential impacts to our programs resulting from COVID-19, we have not identified any additional developing trends in cost of sales for products and services that would have a material impact on our future operations.
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Product Costs
Product costs increased approximately $3.1$1.3 billion, or 9%3%, in 20172021 as compared to 2016.2020. The increase was primarily dueattributable to increasedhigher product costs of about $1.8 billion at Aeronautics, $665approximately $560 million at RMS due to higher production volume on various Sikorsky helicopter programs and $420for TLS programs due to the delivery of an international pilot training system; $435 million at MFC. The increase in product costs at Aeronautics was primarily due to increased volume on aircraft production for the F-35 program and higher cost for the C-130 program due to increased deliveries and aircraft configuration mix and higher cost on aircraft modernization for the F-16 program, partially offset by lower cost for the C-5 program due to fewer aircraft deliveries. Higher product costs at RMS were primarily due to higher volume on certain helicopter programs, a net increase in charges for C4USS programs for performance mattersclassified contracts and F-16 production contracts, partially offset by lower volume on the EADGE-T contract and higher cost for training and logistics services programs due to higher volume. The increase in product costsF-35 development contracts; $345 million at MFC was primarily attributable to higher cost for air and missile defense systems due to higher volume (primarily THAAD)on PAC-3, LRASM and contract mix (primarily PAC-3), higher cost for tactical missile programs due to product configuration mix (primarily JASSM) and increased deliveries for fire control programs (primarily LANTIRN® and SNIPER®).
Product costs increased approximately $5.5 billion, or 18%, in 2016 as compared to 2015. The increase was primarily due to increasedJASSM programs; partially offset by lower product costs of about $3.6 billionapproximately $65 million at RMS and about $1.6 billion at Aeronautics. The increase at RMS was primarily attributableSpace due to product costs generatedthe renationalization of AWE, partially offset by Sikorsky, which was acquired in the fourth quarter of 2015. The increase at Aeronautics was primarily attributable to increasedhigher volume on aircraft production for the F-35 programhypersonic development, Next Generation Interceptor (NGI) and increased aircraft deliveries on the C-130 program.Next Generation Overhead Persistent Infrared (Next Gen OPIR) programs.
Service Costs
Service costs increased approximately $365$92 million, or 6%1%, in 20172021 compared to 2016, primarily due to increased service costs of about $265 million at Aeronautics, $150 million at MFC and $110 million at RMS. This increase was partially offset by lower service costs of about $160 million at Space. Higher service cost at Aeronautics were primarily due to increased sustainment activities (primarily the F-35 and F-16 programs) and higher cost for the C-130 program due to timing of expenses for sustainment programs. Higher service costs at MFC were primarily attributable to higher sustainment activities (primarily PAC-3 and Hellfire).2020. The increase in service costs at RMS was primarily attributable to higher Sikorsky sustainment activities for international programs. Lower service costs at Space were primarily due to lower space transportation programshigher service costs of approximately $85 million at Aeronautics due to a reduction in launch-related events,higher sustainment volume on F-35, partially offset by increasedlower sustainment volume on government satellite services.F-22.
Service costs increased approximately $1.2 billion, or 25%, in 2016 compared to 2015, primarily due to increased service costs of about $670 million at RMSSeverance and approximately $400 million at Aeronautics. The increase at RMS was primarily attributable to service costs generated by Sikorsky, which was acquired in the fourth quarter of 2015. The increase at Aeronautics was primarily attributable to increased sustainment activities (primarily the F-35 and the F-22 programs).
Restructuring Charges
2016 Actions
During 2016,2021, we recorded severance and restructuring charges of $36 million ($28 million, or $0.10 per share, after-tax) associated with plans to close and consolidate certain facilities and reduce total workforce within our RMS business segment. During 2020, we recorded severance charges totaling approximately $80$27 million ($21 million, or $0.08 per share, after-tax) related to our Aeronautics business segment. The charges consisted of severance costs associated with the planned elimination of certain positions through either voluntary or involuntary actions. Upon separation, terminated employees receive lump-sum severance payments primarily based on years of service, the majority of which are expected to be paid over the next several quarters. As of the end of the first quarter of 2017, we had substantially paid the severance costs associated with these actions.
2015 Actions
During 2015, we recorded severance charges totaling $82 million, of which $67 million related toat our RMS business segment and $15 million related to businesses that were reported in our former IS&GS business prior to our fourth quarter 2015 program realignment. The charges consisted of severance costs associated with the planned elimination of certain positions through either voluntary or involuntary actions. Upon separation, terminated employees receive lump-sum severance payments primarily based on years of service. As of December 31, 2016, we substantially paid the severance costs associated with these actions.
In connection with the Sikorsky acquisition, we assumed obligations related to certain restructuring actions committed to by Sikorsky in June 2015. Net of amounts we anticipate to recover through the pricing of our products and services to our customers, we incurred and paid $40 million of costs in 2016 related to these actions.

We have recovered a substantial amount of the restructuring charges through the pricing of our products and services to the U.S. Government and other customers in future periods, with the impact included in the respective business segment’s results of operations.corporate functions.
Other Unallocated, Net
Other unallocated, net primarily includes the FAS/CAS operating adjustment (which represents the difference between CAS pension adjustment as describedcost recorded in our business segments’ results of operations and the “Business Segment Resultsservice cost component of Operations” section below,FAS pension (expense) income), stock-based compensation expense and other corporate costs. These items are not allocated to the business segments and, therefore, are excluded from thenot allocated to cost of sales for products andor services. Other unallocated, net was a net reduction to expensereduced cost of $655 million and $550 millionsales by $1.8 billion in 2017 and 2016,2021, compared to a$1.7 billion in 2020. Other unallocated, net increaseduring 2021 was higher primarily due to expense of $47 million in 2015.
Thean increase in net reduction to expense in 2017 as compared to 2016 was primarily attributable to corporate overhead costs reclassified during 2016 from the former IS&GS business to other unallocated, net, partially offset byour FAS/CAS operating adjustment and fluctuations in other costs associated with various corporate items, none of which were individually significant. See “Note 3 – Acquisitions“Business Segment Results of Operations” and Divestitures” included in our Notes to Consolidated Financial Statements for additional information about costs reclassified to other unallocated, net.
Additionally, the fluctuation between each respective period was also impacted by the change in the FAS/CAS pension adjustment of $876 million in 2017, $902 million in 2016 and $400 million in 2015, partially offset by fluctuations in other costs associated with various corporate items, none of which were individually significant. The decrease in the FAS/CAS pension adjustment from 2016 to 2017 was primarily attributable to an increase in FAS pension expense related to a lower discount rate and lower expected long-term rate of return on plan assets; mostly offset by the increase in U.S. Government Cost Accounting Standards (CAS) pension cost due to the impact of phasing in CAS Harmonization. The increase in the FAS/CAS pension adjustment from 2015 to 2016 was primarily attributable to the increase in U.S. Government CAS pension cost due to the impact of phasing in CAS Harmonization. See “Critical Accounting Policies - Postretirement Benefit Plans” discussion below for more information on our CAS pension cost.
Other Income (Expense), Net
Other income (expense), net primarilygenerally includes our share of earnings or losses from equity method investees and gains or losses for acquisitions and divestitures. Other income, net in 2017 was $373 million, compared to $487 million in 2016 and $220 million in 2015. The decrease in 2017 compared to 2016 was primarily attributable to decreased earnings generated by equity method investees and recognitioninvestees. Other income, net in the first quarter2021 was $62 million, compared to other expense, net of 2017 of our portion of$10 million in 2020. Other income, net in 2021 included lower earnings generated by equity method investments; however, other expense, net in 2020 included a non-cash assetnoncash impairment charge recorded byof $128 million ($96 million, or$0.34 per share, after-tax) related to our equity method investee,previous investment in Advanced Military Maintenance, Repair and Overhaul Center LLC (AAMROC). These decreases were partially offset by the recognition in the fourth quarter of 2017 of a previously deferred non-cash gain of approximately $198 million related to properties(AMMROC), which was sold in 2015, which was greater than the net gain of $104 million recognized2020. See “Note 1 – Organization and Significant Accounting Policies” included in the third quarter of 2016 on the step acquisition of AWE.
The increase in 2016, comparedour Notes to 2015, was primarily attributable to the non-cash net gain of $104 million associated with obtaining a controlling interest in AWE and approximately $120 million of increased earnings generated by equity method investees as discussed in the “Business Segment Results of Operations” section below. Additionally, in 2015 we incurred a $90 million non-cash impairment charge related to our decision in 2015 to divest our LMCFT business.Consolidated Financial Statements for additional information.
Interest Expense
Interest expense in 20172021 was $651$569 million, compared to $663$591 million in 2016 and $443 million in 2015.2020. The decrease in interest expense in 20172021 resulted primarily from our scheduled repayment of $952debt in October 2020 and September 2021 of $500 million of debt during 2016. The increase in interest expense in 2016 resulted from the debt we incurred to fund the acquisition of Sikorsky, and the issuance of notes in February of 2015 for general corporate purposes.each. See “Capital Structure, Resources and Other” included within “Liquidity and Cash Flows” discussion below and “Note 1011 – Debt” included in our Notes to Consolidated Financial Statements for a discussion of our debt.
Other Non-OperatingNon-Service FAS Pension (Expense) Income
Non-service FAS pension expense was $1.3 billion in 2021, compared to income of $219 million in 2020. Non-service FAS pension expense in 2021 includes a noncash pension settlement charge of $1.7 billion ($1.3 billion, or $4.72 per share, after-tax), related to the transfer of $4.9 billion of our gross defined benefit pension obligations and related plan assets to an insurance company. See “Note 12 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements for additional information.
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Table of Contents
Other Non-operating Income (Expense), Net

Other non-operating (expense) income (expense), net primarily includes gains or losses related to changes in 2017 was comparablethe fair value of strategic investments in early stage companies made by our Lockheed Martin Ventures Fund. See “Note 1 – Organization and Significant Accounting Policies” included in our Notes to 2016.Consolidated Financial Statements for additional information. Other non-operating income, net decreased $30in 2021 was $288 million, from 2015compared to 2016other non-operating expense, net of $37 million in 2020. The increase in 2021 was primarily due to a gain fromincreases in the salefair value of an investmentinvestments held in 2015, which did not recur in 2016.our Lockheed Martin Ventures Fund.

Income Tax Expense
On December 22, 2017, the President signed the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act, among other things, lowered the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. Consequently, we wrote down our net deferred tax assets as of December 31, 2017 by $1.9 billion to reflect the estimated impact of the Tax Act. We recorded a

corresponding net one-time charge of $1.9 billion ($6.69 per share), substantially all of which was non-cash, primarily related to enactment of the Tax Act, the re-measurement of certain net deferred tax assets using the lower U.S. corporate income tax rate (approximately $1.8 billion), a deemed repatriation tax (approximately $43 million), and a reduction in the U.S. manufacturing benefit (approximately $81 million) as a result of our decision to accelerate contributions to our pension fund in 2018 in order to receive a tax deduction in 2017.

While we have substantially completed our provisional analysis of the income tax effects of the Tax Act and recorded a reasonable estimate of such effects, the net one-time charge related to the Tax Act may differ, possibly materially, due to, among other things, further refinement of our calculations, changes in interpretations and assumptions that we have made, additional guidance that may be issued by the U.S. Government, and actions and related accounting policy decisions we may take as a result of the Tax Act. We will complete our analysis over a one-year measurement period ending December 22, 2018, and any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined. 

Our effective income tax rate from continuing operations was 63.4%16.4% for 2017, 23.2% for 2016,both 2021 and 27.3% for 2015. The net one-time charge related to the Tax Act increased our 2017 effective income tax rate by 36.9 percentage points. Our effective income tax rate and cash tax payments in years after 2017 are expected to benefit materially from the enactment of the Tax Act.
2020. The rates for all periodsboth 2021 and 2020 benefited from tax deductions for foreign derived intangible income, the research and development tax credit, dividends paid to ourthe company's defined contribution plans with an employee stock ownership plan feature and thetax deductions for employee equity awards.
Changes in U.S. research and development (R&D) tax credit. The U.S. manufacturing benefit was insignificant for 2017, compared to a reduction of our effective tax rate by 2.4 percentage points for 2016 and 2.9 percentage points for 2015. The 2017 benefit was reduced by $81 million because of our 2017 decision after enactment of the Tax Act to make accelerated contributions of cash in 2018 to our defined benefit pension plans. The R&D tax credit reduced our effective tax rate by 2.2 percentage points in both 2017 and 2016, and 1.6 percentage points in 2015. The rate for 2016 also benefited from the nontaxable gain recorded in connection with the consolidation of AWE.
In addition, the rate for 2017 and 2016 benefited from tax benefits related to employee share-based payment awards, which are now recorded in earnings as income tax benefit(federal or expense, effective with the adoption of an accounting standard update during 2016. Accordingly, we recognized additional income tax benefits of $106 million and $152 million during the years ended December 31, 2017 and 2016, which reduced our effective income tax rate by 2.0 percentage points and 3.1 percentage points.
As a result of a decision in 2015 to divest our LMCFT business in 2016, we recorded an asset impairment charge of approximately $90 million. This charge was partially offset by a net deferred tax benefit of about $80 million. The net impact of the resulting tax benefit reduced our effective income tax rate by 1.2 percentage points in 2015.
Future changes instate) or foreign tax laws and regulations, or their interpretation and application, including those with retroactive effect, including the amortization for research or experimental expenditures, could significantly impact our provision for income taxes, the amount of taxes payable, our deferred tax asset and liability balances, and stockholders’ equity. TheRecent proposals to increase the U.S. corporate income tax rate would require us to increase our net deferred tax assets upon enactment of new tax legislation, with a corresponding material, one-time, noncash decrease in income tax expense, but our income tax expense and payments would likely be materially increased in subsequent years. Our net deferred tax assets were $2.3 billion and $3.5 billion at December 31, 2021 and December 31, 2020, based on a 21% federal statutory income tax rate, and primarily relate to our postretirement benefit plans. In addition to future changes in tax laws, the amount of net deferred tax assets will change periodically based on several factors, including the measurement of our postretirement benefit plan obligations and actual cash contributions to our postretirement benefit plans,plans.
Beginning in 2022, the Tax Cuts and future changesJobs Act of 2017 eliminates the option to deduct research and development expenditures immediately in the year incurred and requires taxpayers to amortize such expenditures over five years. While it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, and we continue to have ongoing discussions with members of Congress, both on our own and with other industries through coalitions, we have no assurance that this provision will be deferred, modified, or repealed. Furthermore, in anticipation of the new provision taking effect, we have analyzed the provision and worked with our advisors to evaluate its application to our business. If this provision is not deferred, modified, or repealed with retroactive effect to January 1, 2022, we estimate it will decrease our expected cash from operations in 2022 by approximately $500 million and increase our net deferred tax laws.    assets by a similar amount. The actual impact on 2022 cash from operations will depend on if and when this provision is deferred, modified, or repealed by Congress, including if retroactively, and the amount of research and development expenses paid or incurred in 2022 among other factors. While the largest impact will be to 2022 cash from operations, the impact would continue over the five year amortization period, but would decrease over the period and be immaterial in year six.
We are regularly under audit or examination by tax authorities, including foreign tax authorities (including in, amongst others, Australia, Canada, India, Italy, Japan, Poland, and the United Kingdom). The final determination of tax audits and any related litigation could similarly result in unanticipated increases in our tax expense and affect profitability and cash flows.
Net Earnings from Continuing Operations
We reported net earnings from continuing operations of $1.9$6.3 billion ($6.6422.76 per share) in 2017, $3.82021 and $6.9 billion ($12.3824.50 per share) in 2016 and $3.1 billion ($9.93 per share) in 2015.2020. Both net earnings and earnings per share from continuing operationsin 2021 were affected by the factors mentioned above.above, including the noncash pension settlement charge of $1.7 billion ($1.3 billion, or $4.72 per share, after-tax) related to the transfer of $4.9 billion of gross defined benefit pension obligations and related plan assets to an insurance company. Additionally, both net earnings and earnings per share in 2021 were affected by the $225 million ($169 million, or $0.61 per share, after-tax) loss for performance issues experienced on a classified program at our Aeronautics business segment. Earnings per share also benefited from a net decrease of approximately five3.8 million weighted average common shares outstanding from December 31, 2016in 2021, compared to December 31, 2017 as a result of2020. Weighted average common shares include share repurchases, partially offset by share issuance under our stock-based awards and certain defined contribution plans. From December 31, 2015 to December 31, 2016 earnings per share benefited from a decrease of approximately 14 million common shares outstanding as a result of share repurchases and the completion of the exchange offer, partially offset by share issuance under our stock-based awards and certain defined contribution plans.
Net EarningsLoss from Discontinued Operations
We reported net earningsIn 2020, we recognized a $55 million ($0.20 per share) noncash charge resulting from discontinued operationsthe resolution of certain tax matters related to the 2016 divestitureformer Information Systems & Global Solutions business divested in 2016.
40


Table of the IS&GS business of $73 million ($0.25 per share) in 2017, $1.5 billion ($5.11 per share) in 2016 and $479 million ($1.53 per share) in 2015. Net earnings from discontinued operations in 2017 reflects certain post-closing adjustments, including final working capital and tax adjustments. Net earnings from discontinued operations in 2016 included an initial net gain of approximately $1.2 billion recognized as a result of the divestiture of the IS&GS business.Contents

Net Earnings
We reported net earnings of $2.0 billion ($6.89 per share) in 2017, $5.3 billion ($17.49 per share) in 2016 and $3.6 billion ($11.46 per share) in 2015.
Business Segment Results of Operations
We operate in four business segments: Aeronautics, MFC, RMS and Space. We organize our business segments based on the nature of the products and services offered. The financial information in the following tables includes the results of businesses we have acquired from their respective dates of acquisition
Net sales and excludes businesses included in discontinued operations (see “Note 3 – Acquisitions and Divestitures” included in our Notes to Consolidated Financial Statements) for all years presented. Net salesoperating profit of our business segments exclude intersegment sales, cost of sales, and profit as these activities are eliminated in consolidation.
Operating Business segment operating profit of our business segments includes our share of earnings or losses from equity method investees becauseas the operating activities of the equity method investees are closely aligned with the operations of our business segments. United Launch Alliance (ULA), results of which are included in our Space business segment, is one of our largest equity method investees. Operatinginvestee.
Business segment operating profit of our business segmentsalso excludes the FAS/CAS pension operating adjustment, described below; expense for stock-based compensation;a portion of corporate costs not considered allowable or allocable to contracts with the effects ofU.S. Government under the applicable U.S. Government cost accounting standards (CAS) or federal acquisition regulations (FAR), and other items not considered part of management’s evaluation of segment operating performance such as charges related to goodwill impairments (see “Note 1 – Significant Accounting Policies” included in our Notes to Consolidated Financial Statements)a portion of management and administration costs, legal fees and settlements, environmental costs, stock-based compensation expense, retiree benefits, significant severance actions, (see “Note 15 – Restructuring Charges” included in our Notes to Consolidated Financial Statements);significant asset impairments, gains or losses from significant divestitures, (see “Note 3 – Acquisitions and Divestitures” included in our Notes to Consolidated Financial Statements); the effects of certain legal settlements; corporate costs not allocated to our business segments; and other miscellaneous corporate activities. These
Excluded items are included in the reconciling item “Unallocated items” between operating profit from our business segments and our consolidated operating profit. See “Note 1 – Organization and Significant Accounting Policies” for a discussion related to certain factors that may impact the comparability of net sales and operating profit of our business segments.
41


Summary operating results for each of our business segments were as follows (in millions):
202120202019
Net sales
Aeronautics$26,748 $26,266 $23,693 
Missiles and Fire Control11,693 11,257 10,131 
Rotary and Mission Systems16,789 15,995 15,128 
Space11,814 11,880 10,860 
Total net sales$67,044 $65,398 $59,812 
Operating profit
Aeronautics$2,799 $2,843 $2,521 
Missiles and Fire Control1,648 1,545 1,441 
Rotary and Mission Systems1,798 1,615 1,421 
Space1,134 1,149 1,191 
Total business segment operating profit7,379 7,152 6,574 
Unallocated items
     FAS/CAS operating adjustment1,960 1,876 2,049 
Stock-based compensation(227)(221)(189)
     Severance and restructuring charges (a)
(36)(27)— 
Other, net (b)
47 (136)111 
Total unallocated, net1,744 1,492 1,971 
Total consolidated operating profit$9,123 $8,644 $8,545 
(a)See “Consolidated Results of Operations – Severance and Restructuring Charges” discussion above for information on charges related to certain severance and restructuring actions across our organization.
(b)Other, net in 2020 includes a noncash impairment charge of $128 million recognized on our investment in the international equity method investee, AMMROC. Other, net in 2019 includes a previously deferred noncash gain of $51 million related to properties sold in 2015 as a result of completing our remaining obligations and a gain of $34 million for the sale of our Distributed Energy Solutions business. (See “Note 1 – Organization and Significant Accounting Policies” included in our Notes to Consolidated Financial Statements for more information).
Our business segments’ results of operations include pension expense only as calculated under U.S. Government Cost Accounting Standards (CAS), which we refer to as CAS pension cost. We recover CAS pension and other postretirement benefit plan cost through the pricing of our products and services on U.S. Government contracts and, therefore, therecognize CAS pension cost is recognized in each of our business segments’segment’s net sales and cost of sales. Since ourOur consolidated financial statements must present FAS pension expenseand other postretirement benefit plan income calculated in accordance with FAS requirements under U.S. GAAP, which we refer to as FAS pension expense,GAAP. The operating portion of the net FAS/CAS pension adjustment increases or decreasesrepresents the difference between the service cost component of FAS pension (expense) income and total CAS pension cost recordedcost. The non-service FAS pension (expense) income components are included in non-service FAS pension (expense) income in our business segments’ resultsconsolidated statements of operations to equal the FAS pension expense.earnings. As a result, to the extent that CAS pension cost exceeds the service cost component of FAS pension expense, which occurred for 2017, 2016 and 2015,(expense) income, we have a favorable FAS/CAS pensionoperating adjustment.


Summary operating results







42


Our total net FAS/CAS pension adjustments, including the service and non-service cost components of FAS pension (expense) income for each of our business segmentsqualified defined benefit pension plans, were as follows (in millions):
202120202019
Total FAS (expense) income and CAS costs
FAS pension (expense) income$(1,398)$118 $(1,093)
Less: CAS pension cost2,066 1,977 2,565 
Net FAS/CAS pension adjustment$668 $2,095 $1,472 
Service and non-service cost reconciliation
FAS pension service cost(106)(101)(516)
Less: CAS pension cost2,066 1,977 2,565 
FAS/CAS operating adjustment1,960 1,876 2,049 
Non-service FAS pension (expense) income(1,292)219 (577)
Net FAS/CAS pension adjustment$668 $2,095 $1,472 
  2017
 2016
 2015
Net sales      
Aeronautics $20,148
 $17,769
 $15,570
Missiles and Fire Control 7,212
 6,608
��6,770
Rotary and Mission Systems 14,215
 13,462
 9,091
Space 9,473
 9,409
 9,105
Total net sales $51,048
 $47,248
 $40,536
Operating profit      
Aeronautics $2,164
 $1,887
 $1,681
Missiles and Fire Control 1,053
 1,018
 1,282
Rotary and Mission Systems 905
 906
 844
Space (a)
 993
 1,289
 1,171
Total business segment operating profit 5,115
 5,100
 4,978
Unallocated items      
FAS/CAS pension adjustment      
FAS pension expense (b)(c)
 (1,372) (1,019) (1,127)
Less: CAS pension cost (b)(c)
 2,248
 1,921
 1,527
FAS/CAS pension adjustment (d)
 876
 902
 400
Severance charges (b)(e)
 
 (80) (82)
Stock-based compensation (158) (149) (133)
Other, net (f)(g)
 88
 (224) (451)
Total unallocated, net 806
 449
 (266)
Total consolidated operating profit $5,921
 $5,549
 $4,712
The decrease in the net FAS/CAS pension adjustment in 2021 was principally driven by a noncash, non-operating pension settlement charge of $1.7 billion ($1.3 billion, or $4.72 per share, after-tax) in connection with the transfer of $4.9 billion of our gross defined benefit pension obligations and related plan assets to an insurance company on August 3, 2021. See “Note 12 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements.
(a)
On August 24, 2016, our ownership interest in the AWE joint venture increased from 33% to 51% and we were required to change our accounting for this investment from the equity method to consolidation. As a result of the increased ownership interest, we recognized a non-cash gain of $127 million at our Space business segment, which increased net earnings from continuing operations by $104 million ($0.34 per share) in 2016. See “Note 3 – Acquisitions and Divestitures included in our Notes to Consolidated Financial Statements for more information).
(b)
FAS pension expense, CAS pension costs and severance charges reflect the reclassification for discontinued operations presentation of benefits related to former IS&GS salaried employees (see “Note 11 – Postretirement Benefit Plans included in our Notes to Consolidated Financial Statements).
(c)
The higher FAS expense in 2017 is primarily due to a lower discount rate and lower expected long-term rate of return on plan assets in 2017 versus 2016. The higher CAS pension cost primarily reflects the impact of phasing in CAS Harmonization (see “Note 11 – Postretirement Benefit Plans included in our Notes to Consolidated Financial Statements).
(d)
We expect a FAS/CAS pension adjustment in 2018 of about $1.0 billion (see “Critical Accounting Policies – Postretirement Benefit Plans” discussion below).
(e)
See “Consolidated Results of Operations – Restructuring Charges” discussion above for information on charges related to certain severance actions at our business segments. Severance charges for initiatives that are not significant are included in business segment operating profit.
(f)
Other, net in 2017 includes a previously deferred non-cash gain of $198 million related to properties sold in 2015 as a result of completing our remaining obligations (see “Note 8 – Property, Plant and Equipment, net” included in our Notes to Consolidated Financial Statements for more information) and a $64 million charge, which represents our portion of a non-cash asset impairment charge recorded by our equity method investee, AMMROC (see “Note 1 – Significant Accounting Policies” included in our Notes to Consolidated Financial Statements for more information).
(g)
Other, net in 2015 includes a non-cash asset impairment charge of approximately $90 million related to our decision in 2015 to divest our LMCFT business (see “Note 3 – Acquisitions and Divestitures included in our Notes to Consolidated Financial Statements). This charge was partially offset by a net deferred tax benefit of about $80 million, which is recorded in income tax expense. The net impact reduced net earnings by about $10 million. Additionally other, net in 2015 includes approximately $38 million of non-recoverable transaction costs associated with the acquisition of Sikorsky.
The following segment discussions also include information relating to backlog for each segment. Backlog was approximately $99.9 billion, $96.2$135.4 billion and $94.8$147.1 billion at December 31, 2017, 20162021 and 2015.2020. These amounts included both funded backlog (firm orders for which funding has been both authorized and appropriated by the customer) and unfunded backlog (firm orders for which funding has not yet been appropriated). Backlog does not include unexercised options or task orders to be issued under indefinite-delivery, indefinite-quantity contracts. Funded backlog was approximately $73.6$88.5 billion at December 31, 2017.

2021, as compared to $102.3 billion at December 31, 2020. If any of our contracts with firm orders were to be terminated, our backlog would be reduced by the expected value of the unfilled orders of such contracts.
Management evaluates performance on our contracts by focusing on net sales and operating profit and not by type or amount of operating expense. Consequently, our discussion of business segment performance focuses on net sales and operating profit, consistent with our approach for managing the business. This approach is consistent throughout the life cycle of our contracts, as management assesses the bidding of each contract by focusing on net sales and operating profit and monitors performance on our contracts in a similar manner through their completion.
We regularly provide customers with reports of our costs as the contract progresses. The cost information in the reports is accumulated in a manner specified by the requirements of each contract. For example, cost data provided to a customer for a product would typically align to the subcomponents of that product (such as a wing-box on an aircraft) and for services would align to the type of work being performed (such as aircraft sustainment). Our contracts generally allow for the recovery of costs in the pricing of our products and services. Most of our contracts are bid and negotiated with our customers under circumstances in which we are required to disclose our estimated total costs to provide the product or service. This approach for negotiating contracts with our U.S. Government customers generally allows for the recovery of our costs.actual costs plus a reasonable profit margin. We also may enter into long-term supply contracts for certain materials or components to coincide with the production schedule of certain products and to ensure their availability at known unit prices.
Many of our contracts span several years and include highly complex technical requirements. At the outset of a contract, we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract and assess the effects of those risks on our estimates of total costs to complete the contract. The estimates consider the technical requirements (e.g., a newly-developed product versus a mature product), the schedule and associated tasks (e.g., the number and type of milestone events) and costs (e.g., material, labor, subcontractor, overhead and the estimated costs to fulfill our industrial cooperation agreements required under certain contracts with international customers). The initial profit booking rate of each contract considers risks surrounding the ability to achieve the technical requirements, schedule and costs in the initial estimated total costs to complete the contract. Profit booking rates may increase during the performance of the contract if we successfully retire risks surrounding the technical, schedule and cost aspects of the contract which decreases the estimated total costs to complete the contract. Conversely, our profit booking rates may decrease if the estimated total costs to complete the contract increase. All of the estimates are subject to change during the performance of the contract and may affect the profit booking rate.
We have a number of programs that are designated as classified by the U.S. Government which cannot be specifically described. The operating results of these classified programs are included in our consolidated and business segment results and are subjected to the same oversight and internal controls as our other programs.
Our net sales are primarily derived from long-term contracts for products and services provided to the U.S. Government as well as FMS contracted through the U.S. Government. We account for these contracts, as well as product contracts with non-U.S. Government customers, using the percentage-of-completion method of accounting, which represent substantially all of our net sales. We derive our remaining net sales from contracts to provide services to non-U.S. Government customers, which we account for under the services method of accounting.
Under the percentage-of-completion method of accounting, we record sales on contracts based upon our progress towards completion on a particular contract as well as our estimate of the profit to be earned at completion. Cost-reimbursable contracts provide for the payment of allowable costs plus a fee. For fixed-priced contracts, net sales and cost of sales are recognized as products are delivered or as costs are incurred. Due to the nature of the percentage-of-completion method of accounting, changes in our cost of sales are typically accompanied by a related change in our net sales.
Changes in net sales and operating profit generally are expressed in terms of volume. Changes in volume refer to increases or decreases in sales or operating profit resulting from varying production activity levels, deliveries or service levels on individual contracts. Volume changes in segment operating profit are typically based on the current profit booking rate for a particular contract.
In addition, comparability of our segment sales, operating profit and operating margins may be impacted favorably or unfavorably by changes in profit booking rates on our contracts accounted for using the percentage-of-completion method of accounting. Increases in the profit booking rates, typically referred to as risk retirements, usually relate to revisions in the estimated total costs that reflect improved conditions on a particular contract. Conversely, conditions on a particular contract may deteriorate, resulting in an increase in the estimated total costs to complete and a reduction in the profit booking rate. Increases or decreases in profit booking rates are recognized in the current period and reflect the inception-to-date effect of such changes. Segment operating profit and margins may also be impacted favorably or unfavorably by other items. Favorable items may include the positive resolution of contractual matters, cost recoveries on restructuring charges, insurance recoveries and gains on sales of assets. Unfavorable items may include the adverse resolution of contractual matters; restructuring charges, except for significant severance actions, which are excluded from segment operating results; reserves for disputes; asset impairments; and losses on sales of certain assets. Segment operating profit and items such as risk retirements, reductions of profit booking rates or other matters are presented net of state income taxes.

As previously disclosed, we have a program to design, integrate, and install an air missile defense C4I systems for an international customer that has experienced performance issues and for which we have periodically accrued reserves. In 2017, we revised our estimated costs to complete the program, EADGE-T, as a consequence of ongoing performance matters and recorded an additional charge of $120 million ($74 million or $0.25 per share, after tax) at our RMS business segment. As of December 31, 2017, cumulative losses, including reserves, remained at approximately $260 million on this program. We are continuing to monitor the viability of the program and the available options and could record additional charges in future periods. However, based on the reserves already accrued and our current estimate of the costs to complete the program, at this time we do not anticipate that additional charges, if any, would be material.
We have two commercial satellite programs at our Space business segment, for which we have experienced performance issues related to the development and integration of a modernized LM 2100 satellite platform. These commercial programs require the development of new satellite technology to enhance the LM 2100’s power, propulsion and electronics, among other items. The enhanced satellite is expected to benefit other commercial and government satellite programs. We have periodically revised our estimated costs to complete these developmental commercial programs. We have recorded cumulative losses of approximately $305 million as of December 31, 2017, including approximately $135 million ($83 million or $0.29 per share, after tax) recorded during the year ended December 31, 2017. While these losses reflect our estimated total losses on the programs, we will continue to incur unrecovered costs each period until we complete these programs and may have to record additional loss reserves in future periods, which could be material to our operating results. While we do not currently anticipate recording additional loss reserves, the programs remain developmental and further challenges in the delivery and integration of new satellite technology, anomalies discovered during system testing requiring repair or rework, further schedule delays and potential penalties could require that we record additional reserves. We do not currently expect to be able to meet the delivery schedule under the contracts and have informed the customers. The customers could seek to exercise a termination right under the contracts, in which case we would have to refund the payments we have received and pay certain penalties. However, we think the probability that the customers will seek to exercise any termination right is remote as the delay beyond the termination date is modest and the customers have an immediate need for the satellites.
Our consolidated net adjustments not related to volume, including net profit booking rate adjustments and other matters, net of state income taxes, increased segment operating profit by approximately $1.5 billion in both 2017 and 2016 and $1.7 billion in 2015. The consolidated net adjustments in 2017 were comparable to 2016, with increases in profit booking rate adjustments at our Aeronautics and Space business segments, offset by decreases at our MFC and RMS business segments. The decrease in our consolidated net adjustments in 2016 compared to 2015 was primarily due to a decrease in profit booking rate adjustments at our MFC and Space business segments, partially offset by an increase at our RMS business segment. The consolidated net adjustments for 2017 are inclusive of approximately $790 million in unfavorable items, which include reserves for performance matters on the EADGE-T contract, Vertical Launching System (VLS) program and other programs at RMS and on commercial satellite programs at Space. The consolidated net adjustments for 2016 are inclusive of approximately $530 million in unfavorable items, which include reserves for performance matters on an international program at RMS and on commercial satellite programs at Space. The consolidated net adjustments for 2015 are inclusive of approximately $550 million in unfavorable items, which include reserves for performance matters on the EADGE-T contract at RMS and on commercial satellite programs at Space.
Aeronautics
Our Aeronautics business segment 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. Aeronautics’ major programs include the F-35 Lightning II Joint Strike Fighter, C‑130 Hercules, F-16 Fighting Falcon, F-22 Raptor and C-5M Super Galaxy. Aeronautics’ operating results included the following (in millions):
  2017
  2016
  2015
 
Net sales $20,148
  $17,769
  $15,570
 
Operating profit 2,164
  1,887
  1,681
 
Operating margin 10.7
% 10.6
% 10.8
%
Backlog at year-end $35,832
  $34,182
  $31,842
 
2017 compared to 2016
Aeronautics’ net sales in 2017 increased $2.4 billion, or 13%, compared to 2016. The increase was primarily attributable to higher net sales of approximately $2.0 billion for the F-35 program due to increased volume on production and sustainment; about $260 million for the C-130 program due to increased deliveries (26 aircraft delivered in 2017 compared to 24 in 2016) and due to aircraft configuration mix, partially offset by lower volume for sustainment programs; and about $55 million for the F-16 program due to higher volume on aircraft modernization programs, partially offset by lower deliveries (eight aircraft delivered in 2017

compared to 12 in 2016). These increases were partially offset by a decrease of approximately $155 million for the C-5 program due to lower deliveries (seven aircraft delivered in 2017 compared to nine in 2016).
Aeronautics’ operating profit in 2017 increased $277 million, or 15%, compared to 2016. Operating profit increased approximately $290 million for the F-35 program due to increased volume on aircraft production and sustainment activities and higher risk retirements and about $85 million for the F-16 program due to higher risk retirements and higher volume on aircraft modernization programs, partially offset by lower deliveries. These increases were partially offset by a decrease of about $30 million due to lower equity earnings from an investee; about $25 million for the C-130 program primarily due to lower volume and the timing of expenses for sustainment programs; and approximately $45 million for other aeronautics programs primarily due to lower risk retirements and the establishment of a reserve recorded in the first quarter of 2017. Adjustments not related to volume, including net profit booking rate adjustments, were about $175 million higher in 2017 compared to 2016.    
2016 compared to 2015
Aeronautics’ net sales in 2016 increased $2.2 billion, or 14%, compared to 2015. The increase was attributable to higher net sales of approximately $1.7 billion for the F-35 program due to increased volume on aircraft production and sustainment activities, partially offset by lower volume on development activities; and approximately $290 million for the C-130 program due to increased deliveries (24 aircraft delivered in 2016 compared to 21 in 2015) and increased sustainment activities; and approximately $250 million for the F-16 program primarily due to higher volume on aircraft modernization programs. The increases were partially offset by lower net sales of approximately $55 million for the C-5 program due to decreased sustainment activities.
Aeronautics’ operating profit in 2016 increased $206 million, or 12%, compared to 2015. Operating profit increased approximately $195 million for the F-35 program due to increased volume on aircraft production and sustainment activities and higher risk retirements; and by approximately $60 million for aircraft support and maintenance programs due to higher risk retirements and increased volume. These increases were partially offset by lower operating profit of approximately $65 million for the C-130 program due to contract mix and lower risk retirements. Adjustments not related to volume, including net profit booking rate adjustments, were approximately $20 million higher in 2016 compared to 2015.
Backlog
Backlog increased in 2017 compared to 2016 primarily due to higher orders on F-35 production and sustainment programs. Backlog increased in 2016 compared to 2015 primarily due to higher orders on F-35 production and sustainment programs.
Missiles and Fire Control
Our MFC business segment provides air and missile defense systems; tactical missiles and air-to-ground precision strike weapon systems; logistics; fire control systems; mission operations support, readiness, engineering support and integration services; manned and unmanned ground vehicles; and energy management solutions. MFC’s major programs include PAC‑3, THAAD, MLRS, Hellfire, JASSM, Javelin, Apache, SNIPER®, LANTIRN® and Special Operations Forces Contractor Logistics Support Services (SOF CLSS). In August 2017, we were awarded a contract for the Special Operations Forces Global Logistics Support Services (SOF GLSS) program, which is a competitive follow-on contract to SOF CLSS. MFC’s operating results included the following (in millions):
  2017
  2016
  2015
 
Net sales $7,212
  $6,608
  $6,770
 
Operating profit 1,053
  1,018
  1,282
 
Operating margin 14.6
% 15.4
% 18.9
%
Backlog at year-end $17,863
  $14,704
  $15,463
 
2017 compared to 2016
MFC’s net sales in 2017 increased $604 million, or 9%, compared to the same period in 2016. The increase was attributable to higher net sales of approximately $250 million for tactical missile programs due to product configuration mix and increased deliveries (JASSM) and due to increased deliveries for various other programs; about $210 million for air and missile defense programs due to contract mix on certain programs (primarily PAC-3) and increased volume on certain programs (primarily THAAD); and about $110 million for fire control programs due to increased deliveries (primarily LANTIRN® and SNIPER®).
MFC’s operating profit in 2017 increased $35 million, or 3%, compared to 2016. Operating profit increased about $70 million for air and missile defense programs due to increased volume (primarily THAAD), contract mix (primarily PAC-3), a reserve recorded in fiscal year 2016 for a contractual matter that did not recur in 2017, partially offset by lower risk retirements; and about

$30 million for fire control programs due to increased deliveries (primarily LANTIRN® and SNIPER®). These increases were partially offset by a decrease of approximately $65 million for tactical missile programs due to lower risk retirements (primarily JASSM and Hellfire) and the establishment of a reserve on a program. Adjustments not related to volume, including net profit booking rate adjustments, were about $80 million lower in 2017 compared to 2016.
2016 compared to 2015
MFC’s net sales in 2016 decreased $162 million, or 2%, compared to 2015. The decrease was attributable to lower net sales of approximately $205 million for air and missile defense programs due to decreased volume (primarily THAAD); and lower net sales of approximately $95 million due to lower volume on various programs. These decreases were partially offset by a $75 million increase for tactical missiles programs due to increased deliveries (primarily Hellfire); and approximately $70 million for fire control programs due to increased volume (SOF CLSS).
MFC’s operating profit in 2016 decreased $264 million, or 21%, compared to 2015. Operating profit decreased approximately $145 million for air and missile defense programs due to lower risk retirements (PAC-3 and THAAD) and a reserve for a contractual matter; approximately $45 million for tactical missiles programs due to lower risk retirements (Javelin); and approximately $45 million for fire control programs due to lower risk retirements (Apache) and program mix. Adjustments not related to volume, including net profit booking rate adjustments and reserves, were about $225 million lower in 2016 compared to 2015.
Backlog
Backlog increased in 2017 compared to 2016 primarily due to higher orders on Hellfire, Precision Fires and PAC-3. Backlog decreased in 2016 compared to 2015 primarily due to lower orders on PAC-3, Hellfire, and JASSM.
Rotary and Mission Systems
As previously described, on November 6, 2015, we acquired Sikorsky and aligned the Sikorsky business under our RMS business segment. The 2015 results of the acquired Sikorsky business have been included in our financial results from the November 6, 2015 acquisition date through December 31, 2015. As a result, our consolidated operating results and RMS business segment operating results for the year ended December 31, 2015 do not reflect a full year of Sikorsky operations.
Our RMS business segment provides design, manufacture, service and support for a variety of military and commercial helicopters, ship and submarine mission and combat systems; mission systems and sensors for rotary and fixed-wing aircraft; sea and land-based missile defense systems; radar systems; the Littoral Combat Ship (LCS); simulation and training services; and unmanned systems and technologies. In addition, RMS supports the needs of government customers in cybersecurity and delivers communication and command and control capabilities through complex mission solutions for defense applications. RMS’ major programs include Black Hawk and Seahawk helicopters, Aegis Combat System (Aegis), LCS, CH-53K development helicopter, VH-92A helicopter program, Advanced Hawkeye Radar System, and The Command, Control, Battle Management and Communications (C2BMC) contract. During the fourth quarter of 2017, we realigned certain programs within the RMS business segment to align with changes in management structure. RMS’ operating results included the following (in millions):
  2017
  2016
  2015
 
Net sales $14,215
  $13,462
  $9,091
 
Operating profit 905
  906
  844
 
Operating margin 6.4
% 6.7
% 9.3
%
Backlog at year-end $28,974
  $28,430
  $30,076
 
2017 compared to 2016
RMS’ net sales in 2017 increased $753 million, or 6%, compared to 2016. The increase was primarily attributable to approximately $680 million for Sikorsky helicopter programs due to certain adjustments recorded in 2016 required to account for the acquisition and higher volume on certain helicopter programs; and about $160 million for training and logistics services programs due to higher volume. These increases were partially offset by a decrease of about $50 million for IWSS programs due to lower volume.
RMS’ operating profit in 2017 was comparable with 2016. Operating profit increased about $105 million for Sikorsky helicopter programs due to certain adjustments recorded in 2016 required to account for the acquisition. This increase was offset by a decrease of $100 million for C4USS programs due to a net $95 million increase for charges for performance matters on the EADGE-T contract and $20 million for IWSS programs primarily due to a performance matter on the VLS program, partially offset by higher

risk retirements (primarily LCS). Adjustments not related to volume, including net profit booking rate adjustments, were about $55 million lower in 2017 compared to 2016.
2016 compared to 2015
RMS’ net sales in 2016 increased $4.4 billion, or 48%, compared to 2015. The increase was primarily attributable to higher net sales of approximately $4.6 billion from Sikorsky helicopter programs, which was acquired on November 6, 2015. Net sales for 2015 include Sikorsky’s results subsequent to the acquisition date, net of certain revenue adjustments required to account for the acquisition of this business. This increase was partially offset by lower net sales of approximately $115 million for IWSS programs due to decreased volume on various programs; and approximately $70 million for training and logistics programs due to the divestiture of our LMCFT business, which reported sales through the May 2, 2016 divestiture date.
RMS’ operating profit in 2016 increased $62 million, or 7%, compared to 2015. Operating profit increased approximately $85 million for training and logistics programs due primarily to the divestiture of our LMCFT business which generated operating losses through its May 2, 2016 divestiture date; about $30 million for our IWSS programs due to investments made in connection with a next generation radar technology program awarded during 2015; and approximately $55 million for C4USS programs due primarily to higher reserves for performance matters on an international program in 2015. These increases were partially offset by a decrease of $70 million as a result of a higher operating loss from Sikorsky, inclusive of the unfavorable impacts of intangible asset amortization and other adjustments required to account for the acquisition of this business; and about $25 million for other matters. Adjustments not related to volume, including net profit booking rate adjustments and reserves, were about $155 million higher in 2016 compared to 2015.
Backlog
Backlog increased in 2017 compared to 2016 primarily due to a new multi-year award at Sikorsky. Backlog decreased in 2016 compared to 2015 primarily due to sales being recognized on several multi-year programs (primarily in Sikorsky) related to prior year awards.
Space
Our Space business segment, previously known as Space Systems, is engaged in the research and development, design, engineering and production of satellites, strategic and defensive missile systems and space transportation systems. Space provides network-enabled situational awareness and integrates complex space and ground-based global systems to help our customers gather, analyze, and securely distribute critical intelligence data. Space is also responsible for various classified systems and services in support of vital national security systems. Space’s major programs include the Trident II D5 Fleet Ballistic Missile (FBM), AWE, Orion Multi-Purpose Crew Vehicle (Orion), Space Based Infrared System (SBIRS), Global Positioning System (GPS) III, Advanced Extremely High Frequency (AEHF), and The Mobile User Objective System (MUOS). Operating profit for our Space business segment includes our share of earnings for our investment in ULA, which provides expendable launch services to the U.S. Government. Space’s operating results included the following (in millions):
  2017
  2016
  2015
 
Net sales $9,473
  $9,409
  $9,105
 
Operating profit 993
  1,289
  1,171
 
Operating margin 10.5
% 13.7
% 12.9
%
Backlog at year-end $17,267
  $18,842
  $17,375
 
2017 compared to 2016
Space’s net sales in 2017 increased $64 million, or 1%, compared to 2016. The increase was attributable to approximately $810 million due to a full year of net sales from AWE in 2017 compared to four months of sales in 2016, which we began consolidating during the third quarter of 2016. This increase was partially offset by a decrease of approximately $300 million for space transportation programs due to a reduction in launch-related events; about $255 million for government satellite programs (primarily AEHF and SBIRS) due to lower volume; and approximately $190 million across other programs (including the Orion program) due to lower volume.
Space’s operating profit in 2017 decreased $296 million, or 23%, compared to 2016. Operating profit decreased about $127 million due to the pre-tax gain recorded in 2016 related to the consolidation of AWE; about $95 million for lower equity earnings from ULA; about $30 million for space transportation programs due to a reduction in launch-related events; a net decrease of about $25 million related to charges recorded in 2017 for performance matters on certain commercial satellite programs; and about $25 million for government satellite programs (primarily SBIRS and AEHF) due to a charge for performance matters and

lower volume. Adjustments not related to volume, including net profit booking rate adjustments and changes in reserves, were about $20 million higher in 2017 compared to 2016.
2016 compared to 2015
Space’s net sales in 2016 increased $304 million, or 3%, compared to 2015. The increase was attributable to net sales of approximately $410 million from AWE following the consolidation of this business in the third quarter of 2016; and approximately $150 million for commercial space transportation programs due to increased launch-related activities; and approximately $70 million of higher net sales for various programs (primarily FBM) due to increased volume. These increases were partially offset by a decrease in net sales of approximately $340 million for government satellite programs due to decreased volume (primarily SBIRS and MUOS) and the wind-down or completion of mission solutions programs.
Space’s operating profit in 2016 increased $118 million, or 10%, compared to 2015. The increase was primarily attributable to a non-cash, pre-tax gain of approximately $127 million related to the consolidation of AWE; and approximately $80 million of increased equity earnings from joint ventures (primarily ULA). These increases were partially offset by a decrease of approximately $105 million for government satellite programs due to lower risk retirements (primarily SBIRS, MUOS and mission solutions programs) and decreased volume. Adjustments not related to volume, including net profit booking rate adjustments, were approximately $185 million lower in 2016 compared to 2015.
Equity earnings
Total equity earnings recognized by Space (primarily ULA) represented approximately $205 million, $325 million and $245 million, or 21%, 25% and 21% of this business segment’s operating profit during 2017, 2016 and 2015.
Backlog
Backlog decreased in 2017 compared to 2016 primarily due to lower orders for government satellite programs, partially offset by higher orders on the Orion program. Backlog increased in 2016 compared to 2015 primarily due to the addition of AWE’s backlog.
Liquidity and Cash Flows
We have a balanced cash deployment strategy to enhance stockholder value and position ourselves to take advantage of new business opportunities when they arise. Consistent with that strategy, we have continued to invest in our business, including capital expenditures, independent research and development and made selective business acquisitions, while returning cash to stockholders through dividends and share repurchases, and managing our debt levels, maturities and interest rates.
We have generated strong operating cash flows, which have been the primary source of funding for our operations, capital expenditures, debt service and repayments, dividends, share repurchases and postretirement benefit plan contributions. Our strong operating cash flows enabled our Board of Directors to approve two key cash deployment initiatives in September 2017. First, we increased our fourth quarter dividend rate by 10% to $2.00 per share. Second, the Board of Directors approved a $2.0 billion increase to our share repurchase program. Inclusive of this increase, the total remaining authorization for future common share repurchases under our program was $3.5 billion as of December 31, 2017.
During 2016, we received a one-time, tax-free special cash payment of approximately $1.8 billion as a result of the divestiture of the IS&GS business in the third quarter of 2016. We used the proceeds to repay $500 million of long-term notes at their scheduled maturity and paid $484 million in dividends with a portion of this cash. The remainder was used for share repurchases.
We have accessed the capital markets opportunistically as we did in February 2015 when we issued $2.25 billion of long-term debt and as needed as we did in November 2015 when we issued $7.0 billion of long-term debt in connection with our acquisition of Sikorsky. We also used a combination of short-term debt financing, commercial paper and available cash to fund the Sikorsky acquisition, as discussed below in “Capital Structure, Resources and Other” and “Note 10 – Debt” included in our Notes to Consolidated Financial Statements. We expect our cash from operations will continue to be sufficient to support our operations and anticipated capital expenditures for the foreseeable future. We also have access to credit markets, if needed, for liquidity or general corporate purposes, including, but not limited to, our revolving credit facility or the ability to issue commercial paper and letters of credit to support customer advance payments and for other trade finance purposes such as guaranteeing our performance on particular contracts. See our “Capital Structure, Resources and Other” section below for a discussion on financial resources available to us.
We will make contributions of $5.0 billion to our qualified defined benefit pension plans in 2018, including required and discretionary contributions. As a result of these contributions, we do not expect any material qualified defined benefit cash funding

will be required until 2021. We plan to fund these contributions and manage the timing of cash flows in 2018 using a mix of cash on hand and commercial paper. While we do not anticipate a need to do so, our capital structure and resources would allow us to issue new debt if circumstances change.
Cash received from customers, either from the payment of invoices for work performed or for advances in excess of costs incurred, is our primary source of cash. We generally do not begin work on contracts until funding is appropriated by the customer. However, we may determine to fund customer programs ourselves pending government appropriations and are doing so with increased frequency. If we incur costs in excess of funds obligated on the contract, we may be at risk for reimbursement of the excess costs.
Billing timetables and payment terms on our contracts vary based on a number of factors, including the contract type. We generally bill and collect cash more frequently under cost-reimbursable and time-and-materials contracts, which together represents approximately 37% of the sales we recorded in 2017, as we are authorized to bill as the costs are incurred or work is performed. A number of our fixed-price contracts may provide for performance-based payments, which allow us to bill and collect cash as we perform on the contract. The amount of performance-based payments and the related milestones are encompassed in the negotiation of each contract. The timing of such payments may differ from our incurrence of costs related to our contract performance, thereby affecting our cash flows.
The U.S. Government has indicated that it would consider progress payments as the baseline for negotiating payment terms on fixed-price contracts, rather than performance-based payments. In contrast to negotiated performance-based payment terms, progress payment provisions correspond to a percentage of the amount of costs incurred during the performance of the contract. While the total amount of cash collected on a contract is the same, performance-based payments have had a more favorable impact on the timing of our cash flows. In addition, our cash flows may be affected if the U.S. Government decides to withhold payments on our billings. While the impact of withholding payments delays the receipt of cash, the cumulative amount of cash collected during the life of the contract will not vary.
The majority of our capital expenditures for 2017 and those planned for 2018 are for equipment, facilities infrastructure and information technology. Expenditures for equipment and facilities infrastructure are generally incurred to support new and existing programs across all of our business segments. For example, we have projects underway in our Aeronautics business segment for facilities and equipment to support higher production of the F-35 combat aircraft, and we have projects underway to modernize certain of our facilities. We also incur capital expenditures for information technology to support programs and general enterprise information technology infrastructure, inclusive of costs for the development or purchase of internal-use software.

The following table provides a summary of our cash flow information followed by a discussion of the key elements (in millions):
  2017
 2016
 2015
Cash and cash equivalents at beginning of year $1,837
 $1,090
 $1,446
Operating activities      
Net earnings 2,002
 5,302
 3,605
Non-cash adjustments 4,514
 (35) 821
Changes in working capital (431) (1,042) (846)
Other, net 391
 964
 1,521
Net cash provided by operating activities 6,476
 5,189
 5,101
Net cash used for investing activities (1,147) (985) (9,734)
Net cash (used for) provided by financing activities (4,305) (3,457) 4,277
Net change in cash and cash equivalents 1,024
 747
 (356)
Cash and cash equivalents at end of year $2,861
 $1,837
 $1,090
Operating Activities
2017 compared to 2016
Net cash provided by operating activities increased $1.3 billion in 2017 compared to 2016 primarily due to a decrease in cash used for working capital, a reduction in cash paid for income taxes and a reduction in cash paid for severance. The change in working capital is defined as receivables and inventories less accounts payable and customer advances and amounts in excess of costs incurred. The change in working capital was largely driven by timing of cash receipts for accounts receivable (primarily PAC-3, THAAD, LANTIRN® and SNIPER®, and Sikorsky helicopter programs) and lower inventory. We made net income tax

payments of $1.1 billion and $1.3 billion during the years ended December 31, 2017 and 2016. Our effective income tax rate and cash tax payments in years after 2017 are expected to benefit materially from the enactment of the Tax Act. We made interest payments of approximately $610 million and approximately $600 million during the years ended December 31, 2017 and 2016. In addition, cash provided by operating activities during the year ended December 31, 2016 included cash generated by IS&GS of approximately $310 million as we retained this cash as part of the divestiture. We will make contributions of $5.0 billion to our qualified defined benefit pension plans in 2018. For discussion of future postretirement benefit plan funding, see “Critical Accounting Policies - Postretirement Benefit Plans” (under the caption “Funding Considerations”).
2016 compared to 2015
Net cash provided by operating activities increased $88 million in 2016 compared to 2015 primarily due to a reduction in cash paid for income taxes, partially offset by an increase in cash paid for interest expense and an increase in cash used for working capital. The $196 million increase in cash flows used for working capital (defined as receivables and inventories less accounts payable and customer advances and amounts in excess of costs incurred) was attributable to timing of cash receipts for receivables (primarily F-35 program), partially offset by timing of production and billing cycles affecting customer advances and progress payments applied to inventories (primarily C-130 program). We made net income tax payments of $1.3 billion and $1.8 billion during the years ended December 31, 2016 and 2015, respectively. We made interest payments of approximately $600 million and $375 million during the years ended December 31, 2016 and 2015, respectively. In addition, cash provided by operating activities during the year ended December 31, 2016 and 2015 included cash generated by IS&GS of approximately $310 million and approximately $500 million as we retained this cash as part of the divestiture.
Investing Activities
Net cash used for investing activities increased $162 million in 2017 compared to 2016, primarily due to higher capital expenditures and cash proceeds received in the prior year related to properties sold. Net cash used for investing activities decreased $8.7 billion in 2016 compared to 2015, primarily due to $9.0 billion of cash used for acquisition activities in 2015 that did not recur in 2016. Acquisition activities include both the acquisition of businesses and investments in affiliates. We had no significant cash acquisitions in 2017 and 2016. In 2015, we paid $9.0 billion for the Sikorsky acquisition, net of cash acquired (see “Note 3 – Acquisitions and Divestitures” included in our Notes to Consolidated Financial Statements).
Capital expenditures amounted to $1.2 billion in 2017, $1.1 billion in 2016 and $939 million in 2015. The majority of our capital expenditures were for equipment and facilities infrastructure that generally are incurred to support new and existing programs across all of our business segments. We also incur capital expenditures for information technology to support programs and general enterprise information technology infrastructure, inclusive of costs for the development or purchase of internal-use-software.
Additionally, in 2015, we received cash proceeds of approximately $165 million related to three properties sold in California.
Financing Activities
Net cash used for financing activities increased $848 million in 2017 compared to 2016 primarily due to the receipt of a one-time special cash payment in 2016 from the divestiture of the IS&GS business and higher dividend payments in 2017, partially offset by the repayment of long-term debt in 2016 and a reduction in cash used for repurchases of common stock.
Net cash used for financing activities increased $7.7 billion in 2016 compared to 2015 primarily due to proceeds from the issuance of long-term debt in 2015 which did not recur in 2016, the repayments of long-term debt in 2016, and higher dividend payments, partially offset by the proceeds from the one-time special cash payment of $1.8 billion from the divestiture of the IS&GS business and a reduction in cash used for repurchases of common stock.
In May 2016, we repaid $452 million of long-term notes with a fixed interest rate of 7.65% according to their scheduled maturities. In September 2016, we repaid $500 million of long-term notes with a fixed interest rate of 2.13% according to their scheduled maturities.
In February 2015, we received net proceeds of $2.21 billion for the issuance of $2.25 billion of fixed interest-rate long-term notes. In November 2015, we borrowed $7.0 billion of fixed interest-rate long-term notes and received net proceeds of $6.9 billion (the November 2015 Notes). These proceeds were used to repay $6.0 billion of outstanding borrowings under a 364-day revolving credit facility that was used to finance a portion of the purchase price for the Sikorsky acquisition. Additionally, in the fourth quarter of 2015, to partially finance the Sikorsky acquisition we borrowed and repaid approximately $1.0 billion under our commercial paper program.
For additional information about our debt financing activities see the “Capital Structure, Resources and Other” discussion below and “Note 10 – Debt” included in our Notes to Consolidated Financial Statements.

We paid dividends totaling $2.2 billion ($7.46 per share) in 2017, $2.0 billion ($6.77 per share) in 2016 and $1.9 billion ($6.15 per share) in 2015. We paid quarterly dividends of $1.82 per share during each of the first three quarters of 2017 and $2.00 per share during the fourth quarter of 2017; $1.65 per share during each of the first three quarters of 2016 and $1.82 per share during the fourth quarter of 2016; and $1.50 per share during each of the first three quarters of 2015 and $1.65 per share during the fourth quarter of 2015.
We paid $2.0 billion, $2.1 billion and $3.1 billion to repurchase 7.1 million, 8.9 million and 15.2 million shares of our common stock during 2017, 2016 and 2015.
Cash received from the issuance of our common stock in connection with employee stock option exercises during 2017, 2016 and 2015 totaled $71 million, $106 million and $174 million. The exercises resulted in the issuance of 0.8 million, 1.2 million and 2.2 million shares of our common stock.
Capital Structure, Resources and Other
At December 31, 2017, we held cash and cash equivalents of $2.9 billion. As of December 31, 2017, approximately $580 million of our cash and cash equivalents was held outside of the U.S. by foreign subsidiaries. Those balances are generally available to fund ordinary business operations without legal or other restrictions and a significant portion could be immediately available to fund U.S. operations upon repatriation. While our investment in our foreign subsidiaries continues to be permanent in duration, in light of our decision to accelerate contributions to our defined benefit pension plans, earnings from certain foreign subsidiaries may be repatriated.
Our outstanding debt, net of unamortized discounts and issuance costs, amounted to $14.3 billion at December 31, 2017 and mainly is in the form of publicly-issued notes that bear interest at fixed rates. As of December 31, 2017, we were in compliance with all covenants contained in our debt and credit agreements.
We actively seek to finance our business in a manner that preserves financial flexibility while minimizing borrowing costs to the extent practicable. We review changes in financial market and economic conditions to manage the types, amounts and maturities of our indebtedness. We may at times refinance existing indebtedness, vary our mix of variable-rate and fixed-rate debt or seek alternative financing sources for our cash and operational needs.
On occasion, our customers may seek deferred payment terms to purchase our products. In connection with these transactions, we may, at our customer’s request, enter into arrangements for the non-recourse sale of customer receivables to unrelated third–party financial institutions. For accounting purposes, these transactions are not discounted and are treated as a sale of receivables as we have no continuing involvement. The sale proceeds from the financial institutions are reflected in our operating cash flows on the statement of cash flows. During 2017, we sold approximately $698 million of customer receivables. There were no gains or losses related to sales of these receivables.
Revolving Credit Facilities
On October 9, 2015, we entered into a $2.5 billion revolving credit facility (the 5-year Facility) with various banks. The 5‑year Facility was amended in October 2017 to extend its expiration date by one year from October 9, 2021 to October 9, 2022. The 5‑year Facility is available for general corporate purposes. The undrawn portion of the 5-year Facility is also available to serve as a backup facility for the issuance of commercial paper. We may request and the banks may grant, at their discretion, an increase in the borrowing capacity under the 5-year Facility of up to an additional $500 million. There were no borrowings outstanding under the 5-year Facility as of December 31, 2017 and 2016.
Borrowings under the 5-year Facility are unsecured and bear interest at rates based, at our option, on a Eurodollar Rate or a Base Rate, as defined in the 5-year Facility’s agreement. Each bank’s obligation to make loans under the 5-year Facility is subject to, among other things, our compliance with various representations, warranties, and covenants, including covenants limiting our ability and certain of our subsidiaries’ ability to encumber assets and a covenant not to exceed a maximum leverage ratio, as defined in the 5‑year Facility agreement.
Long-Term Debt
In September 2017, we issued notes totaling approximately $1.6 billion with a fixed interest rate of 4.09% maturing in September 2052 (the New Notes) in exchange for outstanding notes totaling approximately $1.4 billion with fixed interest rates ranging from 4.70% to 8.50% maturing 2029 to 2046 (the Old Notes). In connection with the exchange of principal, we paid a premium of $237 million, substantially all of which was in the form of New Notes. This premium will be amortized as additional interest expense over the term of the New Notes using the effective interest method. We may, at our option, redeem some or all of the New Notes at any time by paying the principal amount of notes being redeemed plus a make-whole premium and accrued

and unpaid interest. Interest on the New Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2018. The New Notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness.
In September 2016, we repaid $500 million of long-term notes with a fixed interest rate of 2.13% according to their scheduled maturities. In May 2016, we repaid $452 million of long-term notes with a fixed interest rate of 7.65% according to their scheduled maturities. We also had related variable interest rate swaps with a notional amount of $450 million mature, which did not have a significant impact on net earnings or comprehensive income.
In November 2015, we issued $7.0 billion of notes (the November 2015 Notes) in a registered public offering with fixed rates ranging from 1.85% to 4.70% and maturing 2018 to 2046. We received net proceeds of $6.9 billion from the offering, after deducting discounts and debt issuance costs, which are being amortized as interest expense over the life of the debt. The proceeds of the November 2015 Notes were used to repay $6.0 billion of borrowings under our 364-day Facility and for general corporate purposes.
In February 2015, we issued $2.25 billion of notes (the February 2015 Notes) in a registered public offering with fixed rates ranging from 2.90% to 3.80% and maturing 2025 to 2045. We received net proceeds of $2.21 billion from the offering, after deducting discounts and debt issuance costs, which are being amortized as interest expense over the life of the debt. The proceeds of the February 2015 Notes were used for general corporate purposes.
We have an effective shelf registration statement on Form S-3 on file with the U.S. Securities and Exchange Commission to provide for the issuance of an indeterminate amount of debt securities.
Commercial Paper
We have agreements in place with financial institutions to provide for the issuance of commercial paper backed by our $2.5 billion 5-year Facility. During 2017, we borrowed and fully repaid amounts under our commercial paper programs. There were no commercial paper borrowings outstanding as of December 31, 2017. However, we may as conditions warrant issue commercial paper backed by our credit facility to manage the timing of cash flows and to fund a portion of our defined benefit pension contributions of approximately $5.0 billion in 2018.
Total Equity
Our total deficit was $609 million at December 31, 2017 compared to equity of $1.6 billion at December 31, 2016. The decrease in equity was primarily due to the estimated impact of the Tax Act, which resulted in a net one-time tax charge of $1.9 billion, the annual December 31 re-measurement adjustment related to our postretirement benefit plans of $1.4 billion, the repurchase of 7.1 million common shares for $2.0 billion; and dividends declared of $2.2 billion during the year. These decreases were partially offset by net earnings of $2.0 billion, which includes the $1.9 billion net tax charge, recognition of previously deferred postretirement benefit plan amounts of $802 million, and employee stock activity of $400 million (including the impacts of stock option exercises, ESOP activity and stock-based compensation).
As we repurchase our common shares, we reduce common stock for the $1 of par value of the shares repurchased, with the excess purchase price over par value recorded as a reduction of additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings. Due to the volume of repurchases made under our share repurchase program, additional paid-in capital was reduced to zero, with the remainder of the excess purchase price over par value of $1.6 billion recorded as a reduction of retained earnings in 2017.

Contractual Commitments and Off-Balance Sheet Arrangements
At December 31, 2017, we had contractual commitments to repay debt, make payments under operating leases, settle obligations related to agreements to purchase goods and services and settle tax and other liabilities. Capital lease obligations were not material. Payments due under these obligations and commitments are as follows (in millions):
  Payments Due By Period
  Total 
Less Than
1 Year  
 
Years  
2 and 3  
 
Years  
4 and 5  
 
After        
5 Years      
Long-term debt (a)
 $15,488
 $750
 $2,150
 $906
 $11,682
Interest payments 10,510
 624
 1,180
 1,048
 7,658
Other liabilities 2,883
 256
 561
 412
 1,654
Operating lease obligations 623
 162
 270
 136
 55
Purchase obligations: 
        
Operating activities 42,542
 23,751
 15,011
 2,477
 1,303
Capital expenditures 522
 398
 105
 19
 
Total contractual cash obligations $72,568
 $25,941

$19,277

$4,998

$22,352
(a)
Long-term debt includes scheduled principal payments only and excludes approximately $10 million of debt issued by a consolidated joint venture, for which the debt is not guaranteed by us.
The table above excludes estimated minimum funding requirements for our qualified defined benefit pension plans. For additional information about our future minimum contributions for these plans, see “Note 11 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements. Amounts related to other liabilities represent the contractual obligations for certain long-term liabilities recorded as of December 31, 2017. Such amounts mainly include expected payments under non-qualified pension plans, environmental liabilities and deferred compensation plans.
Purchase obligations related to operating activities include agreements and contracts that give the supplier recourse to us for cancellation or nonperformance under the contract or contain terms that would subject us to liquidated damages. Such agreements and contracts may, for example, be related to direct materials, obligations to subcontractors and outsourcing arrangements. Total purchase obligations for operating activities in the preceding table include approximately $37.3 billion related to contractual commitments entered into as a result of contracts we have with our U.S. Government customers. The U.S. Government generally would be required to pay us for any costs we incur relative to these commitments if they were to terminate the related contracts “for convenience” under the Federal Acquisition Regulation (FAR), subject to available funding. This also would be true in cases where we perform subcontract work for a prime contractor under a U.S. Government contract. The termination for convenience language also may be included in contracts with foreign, state and local governments. We also have contracts with customers that do not include termination for convenience provisions, including contracts with commercial customers.
Purchase obligations in the preceding table for capital expenditures generally include facilities infrastructure, equipment and information technology.
We also may enter into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to obtaining orders for our products and services from certain customers in foreign countries. These agreements are designed to enhance the social and economic environment of the foreign country by requiring the contractor to promote investment in the country. Offset agreements may be satisfied through activities that do not require us to use cash, including transferring technology, providing manufacturing and other consulting support to in-country projects and the purchase by third parties (e.g., our vendors) of supplies from in-country vendors. These agreements also may be satisfied through our use of cash for such activities as purchasing supplies from in-country vendors, providing financial support for in-country projects, establishment of ventures with local companies and building or leasing facilities for in-country operations. We typically do not commit to offset agreements until orders for our products or services are definitive. The amounts ultimately applied against our offset agreements are based on negotiations with the customer and typically require cash outlays that represent only a fraction of the original amount in the offset agreement. Satisfaction of our offset obligations are included in the estimates of our total costs to complete the contract and may impact our sales, profitability and cash flows. Our ability to recover investments on our consolidated balance sheet that we make to satisfy offset obligations is generally dependent upon the successful operation of ventures that we do not control and may involve products and services that are dissimilar to our business activities. At December 31, 2017, the notional value of remaining obligations under our outstanding offset agreements totaled approximately $13.4 billion, which primarily relate to our Aeronautics, MFC and RMS business segments, most of which extend through 2044. To the extent we have entered into purchase or other obligations at December 31, 2017 that also satisfy offset agreements, those amounts are included in the preceding table. Offset programs usually extend over several years and may provide for penalties, estimated at approximately $1.6 billion at December 31, 2017, in the

event we fail to perform in accordance with offset requirements. While historically we have not been required to pay material penalties, resolution of offset requirements are often the result of negotiations and subjective judgments.
In connection with our 50% ownership interest of ULA, we and The Boeing Company (Boeing) are required to provide ULA an additional capital contribution if ULA is unable to make required payments under its inventory supply agreement with Boeing. As of December 31, 2017, ULA’s total remaining obligation to Boeing under the inventory supply agreement was $120 million. The parties have agreed to defer the remaining payment obligation, as it is more than offset by other commitments to ULA. Accordingly, we do not expect to be required to make a capital contribution to ULA under this agreement.
In addition, both we and Boeing have cross-indemnified each other for guarantees by us and Boeing of the performance and financial obligations of ULA under certain launch service contracts. We believe ULA will be able to fully perform its obligations, as it has done through December 31, 2017, and that it will not be necessary to make payments under the cross-indemnities or guarantees.

We have entered into standby letters of credit and surety bonds issued on our behalf by financial institutions and other directly issued guarantees to third parties primarily relating to advances received from customers and the guarantee of future performance on certain contracts. Letters of credit and surety bonds generally are available for draw down in the event we do not perform. In some cases, we may guarantee the contractual performance of third parties such as venture partners. At December 31, 2017, we had the following outstanding letters of credit, surety bonds and third-party guarantees (in millions):
  Commitment Expiration By Period
  
Total      
Commitment
 
Less Than
1 Year  
 
Years
2 and 3
 
Years
4 and 5
 
After        
5 Years      
Standby letters of credit (a)
 $2,187
 $959
 $733
 $454
 $41
Surety bonds 368
 357
 2
 9
 
Third-party Guarantees 750
 17
 338
 
 395
Total commitments $3,305
 $1,333
 $1,073
 $463
 $436
(a)
Approximately $640 million of standby letters of credit in the “Less Than 1 Year” category, $473 million in the “Years 2 and 3” category and $277 million in the “Years 4 and 5” category are expected to renew for additional periods until completion of the contractual obligation.
At December 31, 2017, third-party guarantees totaled $750 million, of which approximately 62% related to guarantees of contractual performance of ventures to which we currently are or previously were a party. This amount represents our estimate of the maximum amount we would expect to incur upon the contractual non-performance of the venture, venture partners or divested businesses. Generally, we also have cross-indemnities in place that may enable us to recover amounts that may be paid on behalf of a venture partner.
In determining our exposures, we evaluate the reputation, performance on contractual obligations, technical capabilities and credit quality of our current and former venture partners and the transferee under novation agreements all of which include a guarantee as required by the FAR. There were no material amounts recorded in our financial statements related to third-party guarantees or novation agreements.
Critical Accounting Policies
Contract Accounting / Sales Recognition
Substantially all of our net sales are accounted for using the percentage-of-completion method, which requires that significant estimates and assumptions be made in accounting for the contracts. Our remaining net sales are derived from contracts to provide services to non-U.S. Government customers, which we account for under a services accounting model.
We evaluate new or significantly modified contracts with customers other than the U.S. Government, to the extent the contracts include multiple elements, to determine if the individual deliverables should be accounted for as separate units of accounting. When we determine that accounting for the deliverables as separate units is appropriate, we allocate the contract value to the deliverables based on their relative estimated selling prices. The contracts or contract modifications we evaluate for multiple elements typically are long-term in nature and include the provision of both products and services. Based on the nature of our business, we generally account for components of such contracts using the percentage-of-completion accounting model or the services accounting model, as appropriate.

We classify net sales as products or services on our consolidated statements of earnings based on the predominant attributes of the underlying contract. Most of our long-term contracts are denominated in U.S. dollars, including contracts for sales of military products and services to international governments contracted through the U.S. Government.
Contract Types
Our contracts generally record sales for both products and services under fixed-price, cost-reimbursable and time-and-materials contracts.
Fixed-price contracts
Under fixed-price contracts, which accounted for about 63%, 61%, and 57% of our total net sales in 2017, 2016, and 2015, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. Some fixed-price contracts have a performance-based component under which we may earn incentive payments or incur financial penalties based on our performance.
Cost-reimbursable contracts
Cost-reimbursable contracts, which accounted for about 37%, 38%, and 42% of our total net sales in 2017, 2016, and 2015, provide for the payment of allowable costs incurred during performance of the contract plus a fee, up to a ceiling based on the amount that has been funded. We generate revenue under two general types of cost-reimbursable contracts: cost-plus-award-fee/incentive-fee contracts, which represent a substantial majority of our cost-reimbursable contracts; and cost-plus-fixed-fee contracts.
Cost-plus-award-fee contracts provide for an award fee that varies within specified limits based on the customer’s assessment of our performance against a predetermined set of criteria, such as targets based on cost, quality, technical and schedule criteria. Cost-plus-incentive-fee contracts provide for reimbursement of costs plus a fee which is adjusted by a formula based on the relationship of total allowable costs to total target costs (incentive based on cost) or reimbursement of costs plus an incentive to exceed stated performance targets (incentive based on performance). The fixed fee in a cost-plus-fixed-fee contract is negotiated at the inception of the contract and that fixed fee does not vary with actual costs.
Percentage-of-Completion Method
We record net sales and estimated profits for substantially all of our contracts using the percentage-of-completion method for fixed-price and cost-reimbursable contracts for products and services with the U.S. Government.
The percentage-of-completion method for product contracts depends on the nature of the products provided under the contract. For example, for contracts that require us to perform a significant level of development effort in comparison to the total value of the contract and/or to deliver minimal quantities, sales are recorded using the cost-to-cost method to measure progress toward completion. Under the cost-to-cost method of accounting, we recognize sales and an estimated profit as costs are incurred based on the proportion that the incurred costs bear to total estimated costs. For contracts that require us to provide a substantial number of similar items without a significant level of development, we record sales and an estimated profit on a percentage-of-completion basis using units-of-delivery as the basis to measure progress toward completing the contract. For contracts to provide services to the U.S. Government, sales are generally recorded using the cost-to-cost method.
Award and incentive fees, as well as penalties related to contract performance, are considered in estimating sales and profit rates on contracts accounted for under the percentage-of-completion method. Estimates of award fees are based on past experience and anticipated performance. We record incentives or penalties when there is sufficient information to assess anticipated contract performance. Incentive provisions that increase or decrease earnings based solely on a single significant event are not recognized until the event occurs.
Accounting for contracts using the percentage-of-completion method requires judgment relative to assessing risks, estimating contract sales and costs (including estimating award and incentive fees and penalties related to performance) and making assumptions for schedule and technical issues. Due to the number of years it may take to complete many of our contracts and the scope and nature of the work required to be performed on those contracts, the estimation of total sales and costs at completion is complicated and subject to many variables and, accordingly, is subject to change. When adjustments in estimated total contract sales or estimated total costs are required, any changes from prior estimates are recognized in the current period for the inception-to-date effect of such changes.
Our estimates of costs at completion of the contract are based on assumptions we make for variables such as labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the contract (to estimate increases in wages and prices for materials), performance by our subcontractors and the availability and

timing of funding from our customer, among other variables. When estimates of total costs to be incurred on a contract exceed estimates of total sales to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
Many of our contracts span several years and include highly complex technical requirements. At the outset of a contract, we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract and assess the effects of those risks on our estimates of total costs to complete the contract. The estimates consider the technical requirements (e.g., a newly-developed product versus a mature product), the schedule and associated tasks (e.g., the number and type of milestone events) and costs (e.g., material, labor, subcontractor, overhead and the estimated costs to fulfill our industrial cooperation agreements, sometimes referred to as offset agreements, required under certain contracts with international customers). The initial profit booking rate of each contract considers risks surrounding the ability to achieve the technical requirements, schedule and costs in the initial estimated total costs to complete the contract. Profit booking rates may increase during the performance of the contract if we successfully retire risks surroundingrelated to the technical, schedule and cost aspects of the contract, which decreases the estimated total costs to complete the contract. Conversely, our profit booking rates may decrease if the estimated total costs to complete the contract increase. All of the estimates are subject to change during the performance of the contract and may affect the profit booking rate.
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We have a number of programs that are designated as classified by the U.S. Government which cannot be specifically described. The operating results of these classified programs are included in our consolidated and business segment results and are subjected to the same oversight and internal controls as our other programs.
Our net sales are primarily derived from long-term contracts for products and services provided to the U.S. Government as well as FMS contracted through the U.S. Government. We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the percentage-of-completion cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer as we incur costs on our contracts. For performance obligations in which control does not continuously transfer to the customer, we recognize revenue at the point in time in which each performance obligation is fully satisfied. Lower than expected supply chain activity negatively affected our net sales during 2021.
Changes in net sales and operating profit generally are expressed in terms of volume. Changes in volume refer to increases or decreases in sales or operating profit resulting from varying production activity levels, deliveries or service levels on individual contracts. Volume changes in segment operating profit are typically based on the current profit booking rate for a particular contract.
In addition, comparability of our business segment sales, operating profit and operating marginsmargin may be impacted favorably or unfavorably by changes in profit booking rates on our contracts accounted for which we recognize revenue over time using the percentage-of-completion cost-to-cost method of accounting.to measure progress towards completion. Increases in the profit booking rates, typically referred to as risk retirements, usually relate to revisions in the estimated total costs to fulfill the performance obligations that reflect improved conditions on a particular contract. Conversely, conditions on a particular contract may deteriorate, resulting in an increase in the estimated total costs to completefulfill the performance obligations and a reduction in the profit booking rate. Increases or decreases in profit booking rates are recognized in the current period they are determined and reflect the inception-to-date effect of such changes. Segment operating profit and marginsmargin may also be impacted favorably or unfavorably by other items.items, which may or may not impact sales. Favorable items may include the positive resolution of contractual matters, cost recoveries on severance and restructuring charges, insurance recoveries and gains on sales of assets. Unfavorable items may include the adverse resolution of contractual matters; restructuring charges, except for significant severance actions, (such as those mentioned in “Note 15 – Restructuring Charges” included in our Notes to Consolidated Financial Statements), which are excluded from segment operatingoperating results; reserves for disputes; certain asset impairments; and losses on sales of certain assets.
Our consolidated net adjustments not related to volume, including net profit booking rate adjustments and other matters, increased segment operating profit by approximately $2.0 billion in 2021 and $1.8 billion in 2020. The consolidated net adjustments in 2021 compared to 2020 increased primarily due to increases in profit booking rate adjustments at Space, MFC and RMS offset by a decrease in Aeronautics. The consolidated net adjustments for 2021 are inclusive of approximately $900 million in unfavorable items, which include reserves for a classified program at Aeronautics, various programs at RMS and a commercial ground solutions program at Space. The consolidated net adjustments for 2020 are inclusive of approximately $745 million in unfavorable items, which include reserves for various programs at RMS, government satellite programs at Space and performance matters on a sensors and global sustainment international military program at MFC.
We periodically experience performance issues and record losses for certain programs. For further discussion on certain programs at Aeronautics and RMS, see “Note 1 – Organization and Significant Accounting Policies” included in our Notes to Consolidated Financial Statements for more information.
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Aeronautics
Our Aeronautics business segment 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. Aeronautics’ major programs include the F-35 Lightning II Joint Strike Fighter, C‑130 Hercules, F-16 Fighting Falcon and F-22 Raptor. Aeronautics’ operating results included the following (in millions):
202120202019
Net sales$26,748 $26,266 $23,693 
Operating profit2,799 2,843 2,521 
Operating margin10.5 %10.8 %10.6 %
Backlog at year-end$49,118 $56,551 $55,636 
Aeronautics’ net sales in 2021 increased $482 million, or 2%, compared to 2020. The increase was primarily attributable to higher net sales of approximately $290 million on classified contracts due to higher volume; about $180 million for the F-16 program due to higher volume on production contracts that was partially offset by lower sustainment volume; approximately $75 million for the F-35 program primarily due to higher volume on production and sustainment contracts that was partially offset by lower volume on development contracts; and about $30 million for the C-130 program primarily due to higher volume on production contracts and higher risk retirements on sustainment activities. These increases were partially offset by a decrease of approximately $170 million for lower sustainment volume for the F-22 program.
Aeronautics’ operating profit in 2021 decreased $44 million, or 2%, compared to 2020. The decrease was primarily attributable to lower operating profit of approximately $120 million for classified contracts primarily due to a $225 million loss recognized in the second quarter of 2021 for performance issues experienced on a classified program that was partially offset by higher risk retirements on other classified programs recognized in the second half of 2021; and about $70 million for the F-35 program due to lower risk retirements and volume on development contracts and lower risk retirements on production contracts that were partially offset by higher risk retirements and volume on sustainment contracts. These decreases were partially offset by an increase of approximately $90 million for the C-130 program due to higher risk retirements on sustainment contracts; and about $50 million for the F-16 program due to higher risk retirements on sustainment contracts and higher production volume. Adjustments not related to volume, including net profit booking rate adjustments, were $60 million lower in 2021 compared to 2020.
Backlog
Backlog decreased in 2021 compared to 2020 primarily due to prolonged negotiations for F-35 production contracts resulting in lower orders in 2021.
Trends
We expect Aeronautics’ 2022 net sales to increase in the low-single digit range from 2021 driven by growth in F-16, F-22 and classified volume. Operating profit is expected to increase in the low-single digit range above 2021 levels. Operating profit margin for 2022 is expected to be in line with 2021 levels.
Missiles and Fire Control
Our MFC business segment provides air and missile defense systems; tactical missiles and air-to-ground precision strike weapon systems; logistics; fire control systems; mission operations support, readiness, engineering support and integration services; manned and unmanned ground vehicles; and energy management solutions. MFC’s major programs include PAC‑3, THAAD, Multiple Launch Rocket System (MLRS), Hellfire, Joint Air-to-Surface Standoff Missile (JASSM), Apache fire control system, Sniper Advanced Targeting Pod (SNIPER®), Infrared Search and Track (IRST21®) and Special Operations Forces Global Logistics Support Services (SOF GLSS). MFC’s operating results included the following (in millions):
202120202019
Net sales$11,693 $11,257 $10,131 
Operating profit1,648 1,545 1,441 
Operating margin14.1 %13.7 %14.2 %
Backlog at year-end$27,021 $29,183 $25,796 
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MFC’s net sales in 2021 increased $436 million, or 4%, compared to 2020. The increase was primarily attributable to higher net sales of approximately $340 million for integrated air and missile defense programs due to higher volume and risk retirements (primarily PAC-3); and about $215 million for tactical and strike missile programs due to higher volume (primarily LRASM and JASSM). These increases were partially offset by a decrease of approximately $90 million for sensors and global sustainment programs due to lower volume (primarily SNIPER® and Apache) that was partially offset by close out activities related to the Warrior Capability Sustainment Program (Warrior) that was terminated by the customer in March 2021.
MFC’s operating profit in 2021 increased $103 million, or 7%, compared to 2020. The increase was primarily attributable to higher operating profit of approximately $65 million for integrated air and missile defense programs due to higher risk retirements and volume (primarily PAC-3); about $45 million for tactical and strike missile programs due to higher volume (primarily LRASM and JASSM) and higher risk retirements (primarily GMLRS); and approximately $20 million for sensors and global sustainment programs due to the reversal of a portion of previously recorded losses on the Warrior program in the second and third quarters of 2021 that will not recur as a result of the program being terminated, which was partially offset by lower volume (primarily SNIPER and Apache). These increases were partially offset by charges of approximately $25 million due to performance issues on an energy program during the third quarter of 2021. Adjustments not related to volume, including net profit booking rate adjustments, were $85 million higher in 2021 compared to 2020.
Backlog
Backlog decreased in 2021 compared to 2020 primarily due to lower orders on PAC-3 and air dominance programs.
Trends
We expect MFC’s 2022 net sales to decrease in the low-single digit range from 2021 driven by volume on SOF GLSS and funding on a classified program. Operating profit is expected to decrease in the low-single digit range below 2021 levels. Operating profit margin for 2022 is expected to increase slightly from 2021 levels.
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’ major programs include Aegis Combat System, Littoral Combat Ship (LCS), Multi-Mission Surface Combatant (MMSC), Black Hawk® and Seahawk® helicopters, CH-53K King Stallion heavy lift helicopter, Combat Rescue Helicopter (CRH), VH-92A helicopter, and the C2BMC program. RMS’ operating results included the following (in millions):
202120202019
Net sales$16,789 $15,995 $15,128 
Operating profit1,798 1,615 1,421 
Operating margin10.7 %10.1 %9.4 %
Backlog at year-end$33,700 $36,249 $34,296 
RMS’ net sales in 2021 increased $794 million, or 5%, compared to 2020. The increase was primarily attributable to higher net sales of $540 million for Sikorsky helicopter programs due to higher production volume (Black Hawk, CH-53K and CRH); and about $340 million for TLS programs primarily due to the delivery of an international pilot training system in the first quarter of 2021. These increases were partially offset by lower net sales of about $65 million for integrated warfare systems and sensors (IWSS) programs due to lower volume on the LCS and TPQ-53 programs that were partially offset by higher volume on the Canadian Surface Combatant (CSC) and Aegis programs.
RMS’ operating profit in 2021 increased $183 million, or 11%, compared to 2020. The increase was primarily attributable to higher operating profit of approximately $140 million for Sikorsky helicopter programs due to higher risk retirements (Black Hawk and CH-53K), higher production volume (Black Hawk and CRH), and lower charges on the CRH program in the first half of 2021; and about $10 million for TLS programs due to the delivery of an international pilot training system in the first quarter of 2021. Operating profit for IWSS programs was comparable as lower risk retirements on the LCS program and lower volume on the TPQ-53 program were offset by higher volume on the CSC program and lower charges on a ground-based radar program. Adjustments not related to volume, including net profit booking rate adjustments, were $80 million higher in 2021 compared 2020.
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Backlog
Backlog decreased in 2021 compared to 2020 primarily due to lower orders on Sikorsky programs.
Trends
We expect RMS’ 2022 net sales to decrease in the low-single digit range from 2021 driven by the delivery of a training system on an international pilot training program at RMS in 2021, as well as from lower volume on Black Hawk. Operating profit is expected to decline in the high-single digit range below 2021. Operating profit margin for 2022 is expected to be lower than 2021 levels.
Space
Our Space business segment is engaged in the research and development, design, engineering and production of satellites, space transportation systems, and strategic, advanced strike and defensive systems. Space provides network-enabled situational awareness and integrates complex space and ground global systems to help our customers gather, analyze, and securely distribute critical intelligence data. Space is also responsible for various classified systems and services in support of vital national security systems. Space’s major programs include the Trident II D5 Fleet Ballistic Missile (FBM), Orion Multi-Purpose Crew Vehicle (Orion), Space Based Infrared System (SBIRS) and Next Generation Overhead Persistent Infrared (Next Gen OPIR) system, Global Positioning System (GPS) III, hypersonics programs and Next Generation Interceptor (NGI). Operating profit for our Space business segment includes our share of earnings for our investment in ULA, which provides expendable launch services to the U.S. Government and commercial customers. Space’s operating results included the following (in millions):
202120202019
Net sales$11,814 $11,880 $10,860 
Operating profit1,134 1,149 1,191 
Operating margin9.6 %9.7 %11.0 %
Backlog at year-end$25,516 $25,148 $28,253 
Space’s net sales in 2021 decreased $66 million, or 1%, compared to 2020. The decrease was primarily attributable to lower net sales of approximately $535 million due to the renationalization of the AWE program; and about $105 million for commercial civil space programs due to lower volume (primarily Orion). These decreases were partially offset by higher net sales of approximately $405 million for strategic and missile defense programs due to higher volume (primarily hypersonic development and NGI programs); and about $140 million for national security space programs due to higher volume and risk retirements (primarily Next Gen OPIR and SBIRS).
Space’s operating profit in 2021 decreased $15 million, or 1%, compared to 2020. The decrease was primarily attributable to approximately $70 million of lower equity earnings from the company's investment in ULA due to lower launch volume and launch vehicle mix; and about $20 million due to the renationalization of the AWE program. These decreases were partially offset by an increase of about $35 million for strategic and missile defense programs due to higher volume (primarily hypersonic development programs); and approximately $25 million for national security space programs due to higher risk retirements (primarily SBIRS and classified programs) and higher volume (primarily Next Gen OPIR) that was partially offset by charges of about $80 million on a commercial ground solutions program. Operating profit was comparable for commercial civil space programs as higher risk retirements (primarily space transportation programs) were offset by lower volume (primarily Orion). Adjustments not related to volume, including net profit booking rate adjustments, were $100 million higher in 2021 compared to 2020.
Equity earnings
Total equity earnings recognized by Space (primarily ULA) represented approximately $65 million and $135 million, or 6% and 12%, of this business segment’s operating profit during 2021 and 2020.
Backlog
Backlog increased in 2021 compared to 2020 primarily due to multi-year contract awards in national security space (Next Gen OPIR) and strategic missile defense (Next Generation Interceptor). These backlog increases were partially offset by higher sales on hypersonic development programs and the renationalization of the Atomic Weapons Establishment.
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Trends
We expect Space’s 2022 net sales to decrease in the mid-single digit levels from 2021 primarily driven by the renationalization of the AWE and lower volume on OPIR/SBIRS due to program lifecycles, partially offset by growth on the NGI program. Operating profit is expected to decrease in the high single-digit level from 2021. Operating profit margin for 2022 is expected to be lower than 2021 levels.
Liquidity and Cash Flows
As of December 31, 2021, we had cash and cash equivalents of $3.6 billion. Our principal source of liquidity is our cash from operations. However, we also have access to credit markets, if needed, for liquidity or general corporate purposes, including our revolving credit facility or the ability to issue commercial paper, and letters of credit to support customer advance payments and for other trade finance purposes such as guaranteeing our performance on particular contracts. We believe our cash and cash equivalents, our expected cash flow generated from operations and our access to credit markets will be sufficient to meet our cash requirements and cash deployment plans over the next twelve months and beyond based on our current business plans.
Cash received from customers, either from the payment of invoices for work performed or for advances from non-U.S. Government customers in excess of costs incurred, is our primary source of cash. We generally do not begin work on contracts until funding is appropriated by the customer. However, we may determine to fund customer programs ourselves pending government appropriations. If we incur costs in excess of funds obligated on the contract, we may be at risk for reimbursement of the excess costs.
Billing timetables and payment terms on our contracts vary based on a number of factors, including the contract type. We generally bill and collect cash more frequently under cost-reimbursable contracts, which represented approximately 38% of the sales we recorded in 2021, as we are authorized to bill as the costs are incurred. A number of our fixed-price contracts may provide for performance-based payments, which allow us to bill and collect cash as we perform on the contract. The amount of performance-based payments and the related milestones are encompassed in the negotiation of each contract. The timing of such payments may differ from the timing of the costs incurred related to our contract performance, thereby affecting our cash flows.
The U.S. Government has indicated that it would consider progress payments as the baseline for negotiating payment terms on fixed-price contracts, rather than performance-based payments. In contrast to negotiated performance-based payment terms, progress payment provisions correspond to a percentage of the amount of costs incurred during the performance of the contract and are invoiced regularly as costs are incurred. In March 2020, the DoD increased the percentage rate for certain progress payments from 80% to 90%. Our cash flows may be affected if the U.S. Government changes its payment policies or decides to withhold payments on our billings. While the impact of policy changes or withholding payments may delay the receipt of cash, the cumulative amount of cash collected during the life of the contract should not vary.
We have a balanced cash deployment strategy to invest in our business and key technologies to provide our customers with enhanced capabilities, enhance stockholder value, and position ourselves to take advantage of new business opportunities when they arise. Consistent with that strategy, we have continued to invest in our business and technologies through capital expenditures, independent research and development, and selective business acquisitions and investments. We have returned cash to stockholders through dividends and share repurchases. We also continue to actively manage our debt levels, including maturities and interest rates, and our pension obligations. We expect to continue to opportunistically manage our pension liabilities through the purchase of group annuity contracts for portions of our outstanding defined benefit pension obligations using assets from the pension trust.
In September 2021, our Board of Directors increased our dividend rate in the fourth quarter by $0.20 to $2.80 per share and approved a $5.0 billion increase to our share repurchase program. Inclusive of this increase, the total remaining authorization for future common share repurchases under our program was $3.9 billion as of December 31, 2021.
As disclosed in the “Business Overview” section above, on December 20, 2020, we entered into an agreement to acquire Aerojet Rocketdyne for approximately $4.4 billion after the assumption of Aerojet Rocketdyne’s then-projected net cash and are awaiting a final FTC decision. If the transaction is completed, we expect to finance the acquisition primarily through new debt issuances. Please see the “Business Overview” above for the status of the transaction.
On August 3, 2021, we purchased group annuity contracts to transfer $4.9 billion of gross defined benefit pension obligations and related plan assets to an insurance company for approximately 18,000 U.S. retirees and beneficiaries. The group annuity contracts were purchased using assets from Lockheed Martin’s master retirement trust and no additional funding
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contribution was required by us. See “Note 12 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements for additional information. We expect to continue to opportunistically manage our pension liabilities through the purchase of group annuity contracts for portions of our outstanding defined benefit pension obligations using assets from the pension trust. Future pension risk transfer transactions could also be significant and result in us making additional contributions to the pension trust and/or require us to recognize noncash pension settlement charges in earnings in the applicable reporting period.
To date, the effects of COVID-19 have resulted in some negative impacts on our cash flows, partially due to supplier delays. The U.S. Government has taken certain actions and enacted legislation to mitigate the impacts of COVID-19 on public health, the economy, state and local governments, individuals, and businesses. Since the pandemic began, Lockheed Martin has remained committed to flowing down the benefits received from the DoD’s modification of the progress payment rate to our supply chain partners. As of December 31, 2021, we have received approximately $1.5 billion of net accelerated progress payments, the majority of which were in 2020. We continue to use accelerated progress payments and cash on hand to accelerate payments to our suppliers. As of December 31, 2021, we have accelerated $2.2 billion of payments to our suppliers that are due by their terms in future periods. We will continue to monitor risk driven by the pandemic and, based on our current assessment, we will continue to accelerate payments to our suppliers based on risk assessed need through the end of 2022. Consistent with our current acceleration approach, we will prioritize small and COVID-19 impacted businesses.
On March 11, 2021, the President signed the American Rescue Plan Act of 2021 (ARPA) into law. ARPA eased funding rules for single-employer defined benefit pension plans by extending the amortization of funding shortfalls and enhancing interest rate stabilization, which has the effect of reducing the funding requirements for our single-employer defined benefit pension plans beginning in 2021 and reducing the amount of CAS pension costs allocated to our U.S. Government contracts beginning in 2022. The lower pension contributions will be partially offset by lower tax deductions.
The following table provides a summary of our cash flow information followed by a discussion of the key elements (in millions):
202120202019
Cash and cash equivalents at beginning of year$3,160 $1,514 $772 
Operating activities
Net earnings6,315 6,833 6,230 
Noncash adjustments3,109 1,726 1,549 
Changes in working capital9 101 (672)
Other, net(212)(477)204 
Net cash provided by operating activities9,221 8,183 7,311 
Net cash used for investing activities(1,161)(2,010)(1,241)
Net cash used for financing activities(7,616)(4,527)(5,328)
Net change in cash and cash equivalents444 1,646 742 
Cash and cash equivalents at end of year$3,604 $3,160 $1,514 
Operating Activities
Net cash provided by operating activities increased $1.0 billion in 2021 compared to 2020. The increase in cash from operating activities was primarily attributable to lower pension contributions, as we made no contributions in 2021 compared to a pension contribution of $1.0 billion in 2020, and an increase of approximately $865 million in cash from our net earnings adjusted for noncash items. These increases in cash from operations were partially offset by an increase of approximately $720 million in payroll taxes and an increase of about $100 million in accelerated payments to our supply chain. During 2021, we paid employer payroll taxes of $942 million, compared to $222 million during 2020. The increase in employer payroll taxes was due to the deferral of $460 million of payments in 2020, half of which were paid in the fourth quarter of 2021 and half of which will be paid in the fourth quarter of 2022, pursuant to the CARES Act. As of December 31, 2021, we accelerated $2.2 billion of payments to suppliers that were due in the first quarter of 2022, compared to $2.1 billion of payments to suppliers as of December 31, 2020 that were due in the first quarter of 2021. Our federal and foreign income tax payments, net of refunds, were $1.4 billion in both 2021 and 2020.
Investing Activities
Cash flows related to investing activities primarily include capital expenditures and payments for acquisitions and divestitures of businesses and investments. The majority of our capital expenditures are for equipment and facilities
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infrastructure that generally are incurred to support new and existing programs across all of our business segments. We also incur capital expenditures for information technology to support programs and general enterprise information technology infrastructure, inclusive of costs for the development or purchase of internal-use software.
Net cash used for investing activities decreased $849 million in 2021 compared to 2020. The decrease in net cash used for investing activities is primarily attributable to proceeds of $307 million received in 2021 from the sale of our ownership interest in the AMMROC joint venture, cash payments of $282 million for various business acquisitions in 2020, and a decrease of $244 million in capital expenditures. Capital expenditures totaled $1.5 billion in 2021, compared to $1.8 billion in 2020.
Financing Activities
Net cash used for financing activities increased $3.1 billion in 2021 compared to 2020, primarily due to increased repurchases of common stock and higher dividend payments.
During 2021, we paid $4.1 billion to repurchase 11.7 million shares of our common stock, of which 2.2 million shares were received upon settlement in January 2022. During 2020, we paid $1.1 billion to repurchase 3.0 million shares of our common stock.
We paid dividends totaling $2.9 billion ($10.60 per share) in 2021 and $2.8 billion ($9.80 per share) in 2020. We paid quarterly dividends of $2.60 per share during each of the first three quarters of 2021 and $2.80 per share during the fourth quarter of 2021. We paid quarterly dividends of $2.40 per share during each of the first three quarters of 2020 and $2.60 per share during the fourth quarter of 2020.
In September 2021, we repaid $500 million of long-term notes with a fixed interest rate of 3.35% according to their scheduled maturities.
In May 2020, we received net cash proceeds of $1.1 billion from the issuance of senior unsecured notes. In June 2020, we used the net proceeds from the offering plus cash on hand to redeem $750 million of notes due in 2020 and $400 million of notes due in 2021, each at their redemption price.
In October 2020, we repaid $500 million of long-term notes with a fixed interest rate of 2.50% due in November 2020.

Capital Structure, Resources and Other
At December 31, 2021, we held cash and cash equivalents of $3.6 billion that was generally available to fund ordinary business operations without significant legal, regulatory, or other restrictions.
Our outstanding debt, net of unamortized discounts and issuance costs was $11.7 billion as of December 31, 2021 and is in the form of publicly-issued notes that bear interest at fixed rates. As of December 31, 2021, we had $6 million of short-term borrowings due within one year, which are scheduled to mature in the first quarter of 2022. As of December 31, 2021, we were in compliance with all covenants contained in our debt and credit agreements. See “Note 11 – Debtincluded in our Notes to Consolidated Financial Statements for more information on our long-term debt and revolving credit facilities.
We actively seek to finance our business in a manner that preserves financial flexibility while minimizing borrowing costs to the extent practicable. We review changes in financial market and economic conditions to manage the types, amounts and maturities of our indebtedness. We may at times refinance existing indebtedness, vary our mix of variable-rate and fixed-rate debt or seek alternative financing sources for our cash and operational needs.
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Contractual Commitments
At December 31, 2021, we had contractual commitments to repay debt, make payments under operating leases, settle obligations related to agreements to purchase goods and services and settle tax and other liabilities. Financing lease obligations were not material. Payments due under these obligations and commitments are as follows (in millions):
TotalDue Within
 1 Year
Total debt$12,799 $
Interest payments8,827 537 
Other liabilities2,503 242 
Operating lease obligations1,566 325 
Purchase obligations:
Operating activities56,923 25,139 
Capital expenditures737 582 
Total contractual cash obligations$83,355 $26,831 
The table above includes debt presented gross of any unamortized discounts and issuance costs, but excludes the net unfunded obligation and estimated minimum funding requirements related to our qualified defined benefit pension plans. For additional information about obligations and our future minimum contribution requirements for these plans, see “Note 12 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements. Amounts related to other liabilities represent the contractual obligations for certain long-term liabilities recorded as of December 31, 2021. Such amounts mainly include expected payments under non-qualified pension plans, environmental liabilities and deferred compensation plans.
Purchase obligations related to operating activities include agreements and contracts that give the supplier recourse to us for cancellation or nonperformance under the contract or contain terms that would subject us to liquidated damages. Such agreements and contracts may, for example, be related to direct materials, obligations to subcontractors and outsourcing arrangements. Total purchase obligations for operating activities in the preceding table include approximately $52.8 billion related to contractual commitments entered into as a result of contracts we have with our U.S. Government customers. The U.S. Government generally would be required to pay us for any costs we incur relative to these commitments if they were to terminate the related contracts “for convenience” under the FAR, subject to available funding. This also would be true in cases where we perform subcontract work for a prime contractor under a U.S. Government contract. The termination for convenience language also may be included in contracts with foreign, state and local governments. We also have contracts with customers that do not include termination for convenience provisions, including contracts with commercial customers.
The majority of our capital expenditures for 2021 and those planned for 2022 are for equipment, facilities infrastructure and information technology. The amounts above in the table represent the portion of expected capital expenditures to be incurred in 2022 and beyond that have been obligated under contracts as of December 31, 2021 and not necessarily total capital expenditures for future periods. Expenditures for equipment and facilities infrastructure are generally incurred to support new and existing programs across all of our business segments. For example, we have projects underway at Aeronautics to support classified development programs and at RMS to support our Sikorsky helicopter programs; and we have projects underway to modernize certain of our facilities. We also incur capital expenditures for information technology to support programs and general enterprise information technology infrastructure, inclusive of costs for the development or purchase of internal-use software.
We also may enter into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to obtaining orders for our products and services from certain customers in foreign countries. These agreements are designed to enhance the social and economic environment of the foreign country by requiring the contractor to promote investment in the country. Offset agreements may be satisfied through activities that do not require us to use cash, including transferring technology, providing manufacturing and other consulting support to in-country projects and the purchase by third parties (e.g., our vendors) of supplies from in-country vendors. These agreements also may be satisfied through our use of cash for such activities as purchasing supplies from in-country vendors, providing financial support for in-country projects, establishment of joint ventures with local companies and building or leasing facilities for in-country operations. We typically do not commit to offset agreements until orders for our products or services are definitive. The amounts ultimately applied against our offset agreements are based on negotiations with the customer and typically require cash outlays that represent only a fraction of the original amount in the offset agreement. Satisfaction of our offset obligations are included in the estimates of our total costs to complete the contract and may impact our sales, profitability and cash flows. Our ability to recover investments on our consolidated balance sheet that we make to satisfy offset obligations is generally dependent upon the successful operation of
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ventures that we do not control and may involve products and services that are dissimilar to our business activities. At December 31, 2021, the notional value of remaining obligations under our outstanding offset agreements totaled approximately $17.0 billion, which primarily relate to our Aeronautics, MFC and RMS business segments, most of which extend through 2044. To the extent we have entered into purchase or other obligations at December 31, 2021 that also satisfy offset agreements, those amounts are included in the contractual commitments table above. Offset programs usually extend over several years and may provide for penalties, estimated at approximately $1.7 billion at December 31, 2021, in the event we fail to perform in accordance with offset requirements. While historically we have not been required to pay material penalties, resolution of offset requirements are often the result of negotiations and subjective judgments.
We have entered into standby letters of credit and surety bonds issued on our behalf by financial institutions, and we have directly issued guarantees to third parties primarily relating to advances received from customers and the guarantee of future performance on certain contracts. Letters of credit and surety bonds generally are available for draw down in the event we do not perform. In some cases, we may guarantee the contractual performance of third parties such as joint venture partners. At December 31, 2021, we had the following outstanding letters of credit, surety bonds and third-party guarantees (in millions):
Total      
Commitment
Less Than
1 Year  
Standby letters of credit (a)
$2,439 $1,035 
Surety bonds342 319 
Third-party Guarantees838 428 
Total commitments$3,619 $1,782 
(a)Approximately $781 million of standby letters of credit in the “Less Than 1 Year” category are expected to renew for additional periods until completion of the contractual obligation.
At December 31, 2021, third-party guarantees totaled $838 million, of which approximately 69% related to guarantees of contractual performance of joint ventures to which we currently are or previously were a party. These amounts represent our estimate of the maximum amounts we would expect to incur upon the contractual non-performance of the joint venture, joint venture partners or divested businesses. Generally, we also have cross-indemnities in place that may enable us to recover amounts that may be paid on behalf of a joint venture partner.
In determining our exposures, we evaluate the reputation, performance on contractual obligations, technical capabilities and credit quality of our current and former joint venture partners and the transferee under novation agreements all of which include a guarantee as required by the FAR. At December 31, 2021 and 2020, there were no material amounts recorded in our financial statements related to third-party guarantees or novation agreements.
Critical Accounting Policies
Contract Accounting / Sales Recognition
The majority of our net sales are generated from long-term contracts with the U.S. Government and international customers (including FMS contracted through the U.S. Government) for the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For certain contracts that meet the foregoing requirements, primarily international direct commercial sale contracts, we are required to obtain certain regulatory approvals. In these cases, we recognize revenue when it is probable that we will receive regulatory approvals based upon all known facts and circumstances. We provide our products and services under fixed-price and cost-reimbursable contracts.
Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. Some fixed-price contracts have a performance-based component under which we may earn incentive payments or incur financial penalties based on our performance.
Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract plus a fee up to a ceiling based on the amount that has been funded. Typically, we enter into three types of cost-reimbursable contracts: cost-plus-award-fee, cost-plus-incentive-fee, and cost-plus-fixed-fee. Cost-plus-award-fee contracts provide for an award fee that varies within specified limits based on the customer’s assessment of our performance against a predetermined set of criteria, such as targets based on cost, quality, technical and schedule criteria. Cost-plus-incentive-fee contracts provide for reimbursement of costs plus a fee, which is adjusted by a formula based on the relationship of total allowable costs to total target costs (i.e., incentive based on cost) or reimbursement of costs plus an incentive to exceed stated performance targets (i.e.,
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incentive based on performance). Cost-plus-fixed-fee contracts provide a fixed fee that is negotiated at the inception of the contract and does not vary with actual costs.
We assess each contract at its inception to determine whether it should be combined with other contracts. When making this determination, we consider factors such as whether two or more contracts were negotiated and executed at or near the same time or were negotiated with an overall profit objective. If combined, we treat the combined contracts as a single contract for revenue recognition purposes.
We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation. In limited cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not highly complex or interrelated or involve different product lifecycles. Significant judgment is required in determining performance obligations, and these decisions could change the amount of revenue and profit recorded in a given period. We classify net sales as products or services on our consolidated statements of earnings based on the predominant attributes of the performance obligations.
We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. For contracts where a portion of the price may vary, we estimate variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. We analyze the risk of a significant revenue reversal and if necessary constrain the amount of variable consideration recognized in order to mitigate this risk.
At the inception of a contract we estimate the transaction price based on our current rights and do not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Contracts are often subsequently modified to include changes in specifications, requirements or price, which may create new or change existing enforceable rights and obligations. Depending on the nature of the modification, we consider whether to account for the modification as an adjustment to the existing contract or as a separate contract. Generally, modifications to our contracts are not distinct from the existing contract due to the significant integration and interrelated tasks provided in the context of the contract. Therefore, such modifications are accounted for as if they were part of the existing contract and recognized as a cumulative adjustment to revenue.
For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation based on the estimated standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the amount we would sell the product or service to a customer on a standalone basis (i.e., not bundled with any other products or services). Our contracts with the U.S. Government, including FMS contracts, are subject to FAR and the price is typically based on estimated or actual costs plus a reasonable profit margin. As a result of these regulations, the standalone selling price of products or services in our contracts with the U.S. Government and FMS contracts are typically equal to the selling price stated in the contract.
For non-U.S. Government contracts with multiple performance obligations, we evaluate whether the stated selling prices for the products or services represent their standalone selling prices. We primarily sell customized solutions unique to a customer’s specifications. When it is necessary to allocate the transaction price to multiple performance obligations, we typically use the expected cost plus a reasonable profit margin to estimate the standalone selling price of each product or service. We occasionally sell standard products or services with observable standalone sales transactions. In these situations, the observable standalone sales transactions are used to determine the standalone selling price.
We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because control of the work in process transfers continuously to the customer. For most contracts with the U.S. Government and FMS contracts, this continuous transfer of control of the work in process to the customer is supported by clauses in the contract that give the customer ownership of work in process and allow the customer to unilaterally terminate the contract for convenience and pay us for costs incurred plus a reasonable profit. For most non-U.S. Government contracts, primarily international direct commercial contracts, continuous transfer of control to our customer is supported because we deliver products that do not have an alternative use to us and if our customer were to terminate the contract for reasons other than our non-performance we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit.
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For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the percentage-of-completion cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer as we incur costs on our contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation(s). For performance obligations to provide services to the customer, revenue is recognized over time based on costs incurred or the right to invoice method (in situations where the value transferred matches our billing rights) as our customer receives and consumes the benefits.
For performance obligations in which control does not continuously transfer to the customer, we recognize revenue at the point in time in which each performance obligation is fully satisfied. This coincides with the point in time the customer obtains control of the product or service, which typically occurs upon customer acceptance or receipt of the product or service, given that we maintain control of the product or service until that point.
Significant estimates and assumptions are made in estimating contract sales and costs, including the profit booking rate. At the outset of a long-term contract, we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract, as well as variable consideration, and assess the effects of those risks on our estimates of sales and total costs to complete the contract. The estimates consider the technical requirements (e.g., a newly-developed product versus a mature product), the schedule and associated tasks (e.g., the number and type of milestone events) and costs (e.g., material, labor, subcontractor, overhead, general and administrative and the estimated costs to fulfill our industrial cooperation agreements, sometimes referred to as offset or localization agreements, required under certain contracts with international customers). The initial profit booking rate of each contract considers risks surrounding the ability to achieve the technical requirements, schedule and costs in the initial estimated total costs to complete the contract. Profit booking rates may increase during the performance of the contract if we successfully retire risks surrounding the technical, schedule and cost aspects of the contract, which decreases the estimated total costs to complete the contract or may increase the variable consideration we expect to receive on the contract. Conversely, our profit booking rates may decrease if the estimated total costs to complete the contract increase or our estimates of variable consideration we expect to receive decrease. All of the estimates are subject to change during the performance of the contract and may affect the profit booking rate. When estimates of total costs to be incurred on a contract exceed total estimates of the transaction price, a provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is determined.
Comparability of our segment sales, operating profit and operating margin may be impacted favorably or unfavorably by changes in profit booking rates on our contracts for which we recognize revenue over time using the percentage-of-completion cost-to-cost method to measure progress towards completion. Increases in the profit booking rates, typically referred to as risk retirements, usually relate to revisions in the estimated total costs to fulfill the performance obligations that reflect improved conditions on a particular contract. Conversely, conditions on a particular contract may deteriorate, resulting in an increase in the estimated total costs to fulfill the performance obligations and a reduction in the profit booking rate. Increases or decreases in profit booking rates are recognized in the period they are determined and reflect the inception-to-date effect of such changes. Segment operating profit and margin may also be impacted favorably or unfavorably by other items, such as risk retirements, reductionswhich may or may not impact sales. Favorable items may include the positive resolution of profit booking rates or othercontractual matters, are presented netcost recoveries on severance and restructuring charges, insurance recoveries and gains on sales of state income taxes.
Services Method
Under fixed-price service contracts, we are paid a predetermined fixed amount for a specified scopeassets. Unfavorable items may include the adverse resolution of work and generally have full responsibility for the costs associated with the contract and the resulting profit or loss. We record net sales under fixed-price service contracts with non-U.S. Government customers on a straight-line basis over the period of contract performance, unless evidence suggests that net sales are earned or the obligations are fulfilled in a different pattern. For cost-reimbursable contracts for services to non-U.S. Government customers, we record net sales as services are performed,contractual matters; restructuring charges, except for awardsignificant severance actions, which are excluded from segment operating results; reserves for disputes; certain asset impairments; and incentive fees. Award and incentive fees are recorded when they are fixed or determinable, generally at the date the amount is communicated to us by the customer. This approach results in the recognitionlosses on sales of such fees at contractual intervals (typically every six months) throughout the contract and is dependent on the customer’s processes for notification of awards and issuance of formal notifications. Costs for all service contracts are expensed as incurred.certain assets.
Other Contract Accounting Considerations
The majority of our sales are driven by pricing based on costs incurred to produce products or perform services under contracts with the U.S. Government. Cost-based pricing is determined under the FAR. The FAR provides guidance on the types of costs that are allowable in establishing prices for goods and services under U.S. Government contracts. For example, costs such as those related to charitable contributions, interest expense and certain advertising and public relations activities are unallowable and, therefore, not recoverable through sales. In addition, we may enter into advance agreements with the U.S. Government that address the subjects of allowability and allocability of costs to contracts for specific matters. For example, most of the environmental costs we incur for environmental remediation related to sites operated in prior years are allocated to our current operations as general and administrative costs under FAR provisions and supporting advance agreements reached with the U.S. Government.
We closely monitor compliance with and the consistent application of our critical accounting policies related to contract accounting. Costs incurred and allocated to contracts are reviewed for compliance with U.S. Government regulations by our personnel and are subject to audit by the Defense Contract Audit Agency.

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New Accounting Pronouncement

Postretirement Benefit Plans
Overview
Many of our employees and retirees participate in qualified and nonqualified defined benefit pension plans, retiree medical and life insurance plans and other postemployment plans (collectively, postretirement benefit plans - see “Note 1112 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements). The majority of our accrued benefit obligations relate to our qualified defined benefit pension plans and retiree medical and life insurance plans. We recognize on a plan-by-plan basis the net funded status of these postretirement benefit plans under GAAP as either an asset or a liability on our consolidated balance sheets. The GAAP funded status represents the difference between the fair value of each plan’s assets and the benefit obligation of the plan. The GAAP benefit obligation represents the present value of the estimated future benefits we currently expect to pay to plan participants based on past service.
In June 2014, we amended certain of our The qualified and nonqualified defined benefit pension plans for non-union employees; comprising the majority of our benefit obligations; to freeze future retirement benefits. The calculation of retirement benefits under the affected defined benefit pension plans is determined by a formula that takes into account the participants’ years of credited service and average compensation. The freeze will take effect in two stages. On January 1, 2016, the pay-based component of the formula used to determine retirement benefits wassalaried employees are fully frozen so that future pay increases, annual incentive bonuses or other amounts earned for or related to periods after December 31, 2015 are not used to calculate retirement benefits. Oneffective January 1, 2020 the service-based component of the formula used to determine retirement benefits will also be frozen so that participants will no longer earn further credited service for any period after December 31, 2019. When the freeze is complete, the majority ofand our salaried employees will have transitioned toparticipate in an enhanced defined contribution retirement savings plan.
Similar to recent years, we continue to take actions to mitigate the effect of our defined benefit pension plans on our financial results by reducing the volatility of our pension obligations, including entering into pension risk transfer transactions involving the purchase of group annuity contracts (GACs) for portions of our outstanding defined benefit pension obligations using assets from the pension trust. On August 3, 2021, we purchased GACs to transfer $4.9 billion of gross defined benefit pension obligations and related plan assets to an insurance company for approximately 18,000 U.S. retirees and beneficiaries. The GACs were purchased using assets from Lockheed Martin’s master retirement trust and no additional funding contribution was required by us. This transaction had no impact on the amount, timing, or form of the monthly retirement benefit payments to the affected retirees and beneficiaries. In connection with this transaction, we recognized a noncash pension settlement charge of $1.7 billion ($1.3 billion, or $4.72 per share, after tax) for the affected defined benefit pension plans during the third quarter of 2021, which represents the accelerated recognition of actuarial losses that were included in the accumulated other comprehensive loss account within stockholders’ equity. As a result of this transaction, we were required to remeasure the benefit obligations and plan assets for the affected defined benefit pension plans as of the August 3, 2021 close date. The purchase of the GACs and the pension remeasurement did not have an impact on our CAS pension cost and did not significantly impact our total FAS pension expense or net FAS/CAS pension adjustment in 2021, except for the noncash pension settlement charge.
Inclusive of the transaction described above, since December 2018, Lockheed Martin, through its master retirement trust, has purchased total contracts for approximately $11.6 billion related to our outstanding defined benefit pension obligations eliminating pension plan volatility for approximately 95,000 retirees and beneficiaries and annually required Pension Benefit Guarantee Corporation (PBGC) premiums of approximately $69 million per year.
We expect to continue to look for opportunities to manage our pension liabilities through additional pension risk transfer transactions in future years. Future transactions could result in a noncash settlement charge to earnings, which could be material to a reporting period.
Notwithstanding these actions, the impact of theseour postretirement benefit plans and benefits on our earnings may be volatile in that the amount of expense we record and the funded status for our postretirement benefit plans may materially change from year to year because thosethe calculations are sensitive to funding levels as well as changes in several key economic assumptions, including interest rates, actual rates of return on plan assets and other actuarial assumptions including participant longevity and employee turnover, as well as the timing of cash funding.

Actuarial Assumptions
The planbenefit obligations and assets andof our postretirement benefit obligationsplans are measured at the end of each year, or more frequently, upon the occurrence of certain events such as a significant plan amendment (including in connection with a pension risk transfer transaction), settlement or curtailment. The amounts we record are measured using actuarial valuations, which are dependent upon key assumptions such as discount rates, the expected long-term rate of return on plan assets, participant longevity, and employee turnover and the health care cost trend rates for our retiree medical plans.turnover. The assumptions we make affect both the calculation of the benefit obligations as of the measurement date and the calculation of net periodic benefit costFAS expense in subsequent periods. When reassessing these assumptions, we consider past and current market conditions and make judgments about future market trends. We also consider factors such as the timing and amounts of expected contributions to the plans and benefit payments to plan participants.
We continue to use a single weighted average discount rate approach when calculating our consolidated benefit obligations related to our defined benefit pension plans resulting in 3.625%2.875% at December 31, 2017,2021, compared to 4.125%2.50% at December 31, 2016 and 4.375% at December 31, 2015.2020. We utilized a single weighted average discount rate of 3.625%2.75% when calculating our benefit obligations related to our
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retiree medical and life insurance plans at December 31, 2017,2021, compared to 4.00%2.375% at December 31, 2016 and 4.25% at December 31, 2015.2020. We evaluate several data points in order to arrive at an appropriate single weighted average discount rate, including results from cash flow models, quoted rates from long-term bond indices and changes in long-term bond rates over the past year. As part of our evaluation, we calculate the approximate average yields on corporate bonds rated AA or better selected to match our projected postretirement benefit plan cash flows.

The increase in the discount rate from December 31, 2020 to December 31, 2021 resulted in a decrease in the projected benefit obligations of our qualified defined benefit pension plans of approximately $2.3 billion at December 31, 2021.
We utilized an expected long-term rate of return on plan assets of 7.50% at both December 31, 2017 and December 31, 2016 as compared to 8.00%6.50% at December 31, 2015.2021 compared to 7.00% at December 31, 2020. We reducedlowered our expected long-term rate of return assumption in 2016on plan assets due to downward pressure on the equity and fixed income asset classeschanges in our trust. An increasingly aging population and debt burden place downward pressure on already low interest rates and economic growth; suggesting the future return for our fixed-income may be lower than historical norms. Surges in equities since 2009 have led to a high valuation of the equity markets, suggesting the forward return may also be lower than historical norms.asset allocation targets. The long-term rate of return assumption represents the expected long-term rate of return on the funds invested or to be invested, to provide for the benefits included in the benefit obligations. This assumption is based on several factors including historical market index returns, the anticipated long-term allocation of plan assets, the historical return data for the trust funds, plan expenses and the potential to outperform market index returns. The difference between the long-term rate of return on plan assets assumption we select and the actual return on plan assets in any given year affects both the funded status of our benefit plans and the calculation of FAS pension expense in subsequent periods. Although the actual return in any specific year likely will differ from the assumption, the average expected return over a long-term future horizon should be approximately equal to the assumption. Any variance in a giveneach year should not, by itself, suggest that the assumption should be changed. Patterns of variances are reviewed over time, and then combined with expectations for the future. As a result, changes in this assumption are less frequent than changes in the discount rate. The actual investment return for our qualified defined benefit plans during 2021 of $3.9 billion, based on an actual rate of approximately 10.5%, improved plan assets more than the $2.1 billion expected return based on our long-term rate of return assumption.
In both October 2017 and 2016,2021, the Society of Actuaries published revised longevity assumptions that refined its prior studies. We used the revised assumptions indicating a shortened longevity in our December 31, 2017 and December 31, 2016 re-measurements2021 re-measurement of benefit obligation. The publications were a refinement to assumptionsobligation resulting in an approximate $109 million increase in the Societyprojected benefit obligations of Actuaries published in previous years, beginning in 2014.our qualified defined benefit pension plans.
Our stockholders’ equity has been reduced cumulatively by $12.6$11.0 billion from the annual year-end measurements of the funded status of postretirement benefit plans. The cumulative non-cash,noncash, after-tax reduction primarily represents net actuarial losses resulting from declines in discount rates, investment losses and updated longevity. A market-related value of our plan assets, determined using actual asset gains or losses over the prior three yearthree-year period, is used to calculate the amount of deferred asset gains or losses to be amortized. These cumulative actuarial losses will be amortized to expense using the corridor method, where gains and losses are recognized to the extent they exceed 10% of the greater of plan assets or benefit obligations, over thean average future service period of employees expected to receive benefits under the plans of approximately ninetwenty years as of December 31, 2017. This amortization period is expected to extend (approximately double) in 2020 when our non-union pension plans are completely frozen to use the average remaining life expectancy of the participants instead of average future service.2021. During 2017, $802 million2021, $1.8 billion of these amounts waswere recognized as a component of postretirement benefit plans expense and about $1.2 billion is expected to be recognized as expense in 2018.inclusive of the noncash pension settlement charge of $1.3 billion.
The discount rate and long-term rate of return on plan assets assumptions we select at the end of each year are based on our best estimates and judgment. A change of plus or minus 25 basis points in the 3.625%2.875% discount rate assumption at December 31, 2017,2021, with all other assumptions held constant, would have decreased or increased the amount of the qualified pension benefit obligation we recorded at the end of 20172021 by approximately $1.5 billion, which would result in an after-tax increase or decrease in stockholders’ equity at the end of the year of approximately $1.2 billion. If the 3.625%2.875% discount rate at December 31, 20172021 that was used to compute the expected 20182022 FAS pension expense for our qualified defined benefit pension plans had been 25 basis points higher or lower, with all other assumptions held constant, the amount of FAS pension expense projected for 20182022 would be lower or higher by approximately $115$10 million. If the 7.50%6.50% expected long-term rate of return on plan assets assumption at December 31, 20172021 that was used to compute the expected 20182022 FAS pension expense for our qualified defined benefit pension plans had been 25 basis points higher or lower, with all other assumptions held constant, the amount of FAS pension expense projected for 20182022 would be lower or higher by approximately $85$75 million. Each year, differences between the actual plan asset return and the expected long-term rate of return on plan assets impacts the measurement of the following year’s FAS expense. Every 100 basis points differenceincrease (decrease) in return during 20172021 between our actual rate of return of approximately 13.00%10.5% and our expected long-term rate of return of 7.50% impacted 2018decreased (increased) 2022 expected FAS pension expense by approximately $20$15 million.
Funding Considerations
There wereWe made no material contributions in 2021, compared to $1.0 billion in 2020, to our qualified defined benefit pension plans in 2017, 2016 and 2015.plans. Funding of our qualified defined benefit pension plans is determined in a manner consistent with CAS and in accordance with the Employee Retirement Income Security Act of 1974 (ERISA), as amended, by the Pension Protection Actalong with consideration of 2006 (PPA).CAS and Internal Revenue Code rules. Our goal has been to fund the pension plans to a level of at least 80%, as determined under the PPA. The ERISA funded status is calculated on a different basis than under GAAP. As a result of the Moving Ahead for Progress in the 21st Century Act of 2012 (MAP-21), which included a provision that changed the methodology for calculating the interest rate assumption used in determining the minimum funding requirements under the PPA, there was an increase in the interest rate assumption, which in turn lowered the minimum funding requirements. On August 8, 2014, the Highway and Transportation Funding Act of 2014 (HATFA) was enacted; and on November 2, 2015, the Bipartisan Budget Act of 2015; which extend the methodology put in place by MAP-21 to calculate the

interest rate assumption so that the impact will begin to decrease in 2021 and phase out by 2024. This has the effect of lowering our minimum funding requirements during the affected periods from what they otherwise would have been.accordance with ERISA. The ERISA funded status of our qualified defined benefit pension plans was about 83%approximately 92% and 86%82% as of
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December 31, 20172021 and 2016. The2020; which is calculated on a different basis than under GAAP funded statusand reflects the impact of our qualified defined benefit pension plans was about 68% and 70% at December 31, 2017 and 2016.the American Rescue Plan Act of 2021 discussed below.
Contributions to our defined benefit pension plans are recovered over time through the pricing of our products and services on U.S. Government contracts, including FMS, and are recognized in our cost of sales and net sales. CAS govern the extent to which our pension costs are allocable to and recoverable under contracts with the U.S. Government, including FMS. We recovered $2.2 billion in 2017, $2.0 billion in 2016, and $1.6 billion in 2015 as CAS pension costs. Effective February 27, 2012, CAS rules were revised to better align the recovery of pension costs, including prepayment credits, on U.S. Government contracts with the minimum funding requirements of the PPA (referred to as CAS Harmonization). Specifically, CAS Harmonization shortened the amortization period for allocating gains and losses to U.S. Government contracts from 15 to 10 years and requires the use of an interest rate to determine CAS pension cost consistent with the interest rate used to determine minimum pension funding requirements under the PPA. While the change in the amortization period was applicable beginning in 2013, there was a transition period for the impact of the change in the CAS liability measurement due to the revised interest rate that was phased in with the full impact occurring in 2017. The incremental impact of CAS Harmonization increased successively through 2017, primarily due to the liability measurement transition period included in the amended rule. The enactment of the HATFA and Bipartisan Budget Act of 2015 also increased the interest rate assumption used to determine our CAS pension costs, which has the effect of lowering the recovery of pension contributions during the affected periods as it decreases our CAS pension costs.
Pension cost recoveries under CAS occur in different periods from when pension contributions are made under the PPA.in accordance with ERISA.
We recovered $2.1 billion in 2021 and $2.0 billion in 2020 as CAS pension costs. Amounts contributed in excess of the CAS pension costs recovered under U.S. Government contracts are considered to be prepayment credits under the CAS rules. As of December 31, 2017, ourOur prepayment credits were approximately $6.3$7.0 billion as compared to $7.7and $8.3 billion at December 31, 2016. The recovery of CAS pension costs under U.S. Government contracts in excess of our contributions reduces the prepayment credit balance.2021 and 2020, respectively. The prepayment credit balance will also increase or decrease based on our actual investment return on plan assets.
On March 11, 2021, the President signed the American Rescue Plan Act of 2021 into law, which eased funding requirements for single-employer defined benefit pension plans under ERISA, as amended, by restarting and extending the amortization of funding shortfalls and extending and enhancing interest rate stabilization percentages, among many other stimulus measures. These changes have the effect of lowering our minimum funding requirements and CAS pension costs from what they otherwise would have been had the measures not been enacted.
Trends
We willdo not plan to make contributions of $5.0 billion to our qualified defined benefit pension plans in 2018, including required and discretionary contributions. As a result of these contributions, we do not expect any material qualified defined benefit cash funding will be required until 2021. We plan to fund these contributions using a mix of cash on hand and commercial paper. While we do not anticipate a need to do so, our capital structure and resources would allow us to issue new debt if circumstances change (see our “Capital Structure, Resources and Other” discussion above).2022. We anticipate recovering approximately $2.4$1.8 billion of CAS pension cost in 2018.2022 allowing us to recoup a portion of our CAS prepayment credits.
We expect our 2018project FAS pension expenseincome of $460 million in 2022 compared to be $1.4 billion; comparable to our 2017 FAS pension expenseincome of $1.4 billion. The impact of the lower FAS discount rate of 3.625% for 2018 versus 4.125% for 2017 was mostly offset by our actual rate of investment return$265 million in 2017 of approximately 13.00% versus our expected long-term rate of return of 7.50%, shortened longevity assumptions,2021 and 2018 cash contributions of $5.0 billion versus immaterial cash contributions in 2017. We expect a net 2022 FAS/CAS pension adjustmentbenefit of $2.3 billion, which is comparable to the $2.3 billion in 20182021. This excludes the noncash pension settlement charge of about $1.0$1.7 billion as compared to $876 million(pretax) recognized in 2017, due to higher 2018 CAS pension costs as compared to 2017.the third quarter of 2021 described above for comparison year over year.
Environmental Matters
We are a party to various agreements, proceedings and potential proceedings for environmental cleanupremediation issues, including matters at various sites where we have been designated a potentially responsible party (PRP). At December 31, 20172021 and 2016,2020, the total amount of liabilities recorded on our consolidated balance sheet for environmental matters was $920$742 million and $1.0 billion.$789 million. We have recorded receivablesassets totaling $799$645 million and $870$685 million at December 31, 20172021 and 20162020 for the portion of environmental costs that are probable of future recovery in pricing of our products and services for agencies of the U.S. Government, as discussed below. The amount that is expected to be allocated to our non-U.S. Government contracts or that is determined to not be recoverable under U.S. Government contracts has beenis expensed through cost of sales. We project costs and recovery of costs over approximately 20 years.

We enter into agreements (e.g., administrative consent orders, consent decrees) that document the extent and timing of some of our environmental remediation obligations. We also are involved in environmental remediation activities at sites where formal agreements either do not exist or do not quantify the extent and timing of our obligations. Environmental cleanupremediation activities usually span many years, which makes estimating the costs more judgmental due to, for example, changing remediation technologies. To determine the costs related to clean up sites, we have to assess the extent of contamination, effects on natural resources, the appropriate technology to be used to accomplish the remediation, and evolving environmental standards.


We perform quarterly reviews of environmental remediation sites and record liabilities and receivables in the period it becomes probable that a liability hasthe liabilities have been incurred and the amounts can be reasonably estimated (see the discussion under “Environmental Matters” in “Note 1 – Organization and Significant Accounting Policies” and “Note 1415 – Legal Proceedings, Commitments and Contingencies” included in our Notes to Consolidated Financial Statements). We consider the above factors in our quarterly estimates of the timing and amount of any future costs that may be required for environmental remediation activities, which resultsresult in the calculation of a range of estimates for aeach particular environmental remediation site. We do not discount the recorded liabilities, as the amount and timing of future cash payments are not fixed or cannot be reliably determined. Given the required level of judgment and estimation, it is likely that materially different amounts could be recorded if different assumptions were used or if circumstances were to change (e.g., a change in environmental standards or a change in our estimate of the extent of contamination).
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Under agreements reached with the U.S. Government, most of the amounts we spend for environmental remediation are allocated to our operations as general and administrative costs. Under existing U.S. Government regulations, these and other environmental expenditures relating to our U.S. Government business, after deducting any recoveries received from insurance or other PRPs, are allowable in establishing prices of our products and services. As a result, most of the expenditures we incur are included in our net sales and cost of sales according to U.S. Government agreement or regulation, regardless of the contract form (e.g. cost-reimbursable, fixed-price). We continually evaluate the recoverability of our assets for the portion of environmental receivablescosts that are probable of future recovery by assessing, among other factors, U.S. Government regulations, our U.S. Government business base and contract mix, our history of receiving reimbursement of such costs, and recent efforts by some U.S. Government representatives to limit such reimbursement.
In addition to the proceedings and potential proceedings discussed above, the California previously establishedState Water Resources Control Board, a branch of the California Environmental Protection Agency, has indicated it will work to re-establish a maximum level of the contaminant hexavalent chromium in drinking water after a prior standard of 10 parts per billion (ppb). Recently, this standard was successfully challenged by the California Manufacturers and Technology Association (CMTA) for failure to conduct the required economic feasibility analysis. In response to the court’s ruling, the State Water Resources Control Board (State Board), a branch of the California Environmental Protection Agency, withdrew the hexavalent chromium standard from the published regulations, leaving only the 50 ppb standard for total chromium. The State Board has indicated it will work to re-establish a hexavalent chromium standard. If the standard for hexavalent chromium is re-established at 10 ppb or above, it will not have a material impact on our existing remediation costs in California. Further, the U.S. Environmental Protection Agency (U.S. EPA) is considering whether to regulate hexavalent chromium.
Californiawithdrawn, and is also reevaluating its existing drinking water standard of 6 ppb for perchlorate, and theperchlorate. The U.S. EPA is taking stepsEnvironmental Protection Agency decided in June 2020 not to regulate perchlorate in drinking water. water at the federal level, although this decision has been challenged, and is considering whether to regulate hexavalent chromium.
If substantially lower standards are adopted in eitherfor perchlorate (in California) or for hexavalent chromium (in California or at the federal level for perchlorate or for hexavalent chromium,level), we expect a material increase in our estimates for environmental liabilities and the related assets for the portion of the increased costs that are probable of future recovery in the pricing of our products and services for the U.S. Government. The amount that would be allocable to our non-U.S. Government contracts or that is determined not to be recoverable under U.S. Government contracts would be expensed, which may have a material effect on our earnings in any particular interim reporting period.
We also are evaluating the potential impact of existing and contemplated legal requirements addressing a class of chemicals known generally as per- and polyfluoroalkyl substances (PFAS). PFAS have been used ubiquitously, such as in fire-fighting foams, manufacturing processes, and stain- and stick-resistant products (e.g., Teflon, stain-resistant fabrics). Because we have used products and processes over the years containing some of those compounds, they likely exist as contaminants at many of our environmental remediation sites. Governmental authorities have announced plans, and in some instances have begun, to regulate certain of these compounds at extremely low concentrations in drinking water, which could lead to increased cleanup costs at many of our environmental remediation sites.
As disclosed above, we may record changes in the amount of environmental remediation liabilities as a result of our quarterly reviews of the status of our environmental remediation sites, which would result in a change to the corresponding environmental receivableamount that is probable of future recovery and a charge to earnings. For example, if we were to determine that the liabilities should be increased by $100 million, the corresponding receivablesamount that is probable of future recovery would be increased by approximately $87 million, with the remainder recorded as a charge to earnings. This allocation is determined annually, based upon our existing and projected business activities with the U.S. Government.
We cannot reasonably determine the extent of our financial exposure at all environmental remediation sites with which we are involved. There are a number of former operating facilities we are monitoring or investigating for potential future environmental remediation. In some cases, although a loss may be probable, it is not possible at this time to reasonably estimate the amount of any obligation for remediation activities because of uncertainties (e.g., assessing the extent of the contamination). During any particular quarter, such uncertainties may be resolved, allowing us to estimate and recognize the initial liability to remediate a particular former operating site. The amount of the liability could be material. Upon recognition of the liability, a portion will be recognized as a receivable with the remainder charged to earnings, which may have a material effect in any particular interim reporting period.
If we are ultimately found to have liability at those sites where we have been designated a PRP, we expect that the actual costs of environmental remediation will be shared with other liable PRPs. Generally, PRPs that are ultimately determined to be responsible parties are strictly liable for site cleanupremediation and usually agree among themselves to share, on an allocated basis, the costs and expenses for environmental investigation and remediation. Under existing environmental laws, responsible parties are jointly and severally liable and, therefore, we are potentially liable for the full cost of funding such remediation. In the unlikely event that we were required to fund the entire cost of such remediation, the statutory framework provides that we may pursue rights of cost recovery or contribution from the other PRPs. The amounts we record do not reflect the fact that we may recover some of the environmental costs we have incurred through insurance or from other PRPs, which we are required to pursue by agreement and U.S. Government regulation.

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Goodwill
As disclosed in “Note 1 – Significant Accounting Policies” in our Notes to Consolidated Financial Statements (under the caption “Recent Accounting Pronouncements”), at the beginning of the quarter ended September 24, 2017, we adopted the amendments in ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill (commonly referred to as Step 2) from the goodwill impairment test and requires entities to only compare the fair value of the reporting unit to the reporting units’ carrying amount to determine goodwill impairment. We elected to adopt the new standard at the beginning of the third quarter of 2017 because it significantly simplifies the evaluation of goodwill for impairment and we have updated our critical accounting policy for goodwill to reflect the adoption of the new standard.Intangible Assets
The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. Intangible assets from acquired businesses are recognized at fair value on the acquisition date and consist of customer programs, trademarks, customer relationships, technology and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program. Intangible assets are amortized over a period of expected cash flows used to measure fair value, which ranges from five to 20 years.
Our goodwill balance was $10.8 billion at both December 31, 20172021 and 2016.2020. We perform an impairment test of our goodwill at least annually in the fourth quarter or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired. Such events or changes in circumstances may include a significant deterioration in overall economic conditions, changes in the business climate of our industry, a decline in our market capitalization, operating performance indicators, competition, reorganizations of our business, U.S. Government budget restrictions or the disposal of all or a portion of a reporting unit. Our goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit, which is our business segment level or a level below the business segment. The level at which we test goodwill for impairment requires us to determine whether the operations below the business segment constitute a self-sustaining business for which discrete financial information is available and segment management regularly reviews the operating results.

We may use both qualitative and quantitative approaches when testing goodwill for impairment. For selected reporting units where we use the qualitative approach, we perform a qualitative evaluation of events and circumstances impacting the reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if we determine it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, we perform a quantitative impairment test. We perform quantitative tests for most reporting units at least once every three years. However, for certain reporting units we may perform a quantitative impairment test every year.
To perform the quantitative impairment test, we compare the fair value of a reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. We generally estimate the fair value of each reporting unit using a combination of a discounted cash flow (DCF) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and relevant transaction multiples. The cash flows employed in the DCF analysis are based on our best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, U.S. Government budgets, existing firm orders, expected future orders, contracts with suppliers, labor agreements, changes in working capital, long term business plans and recent operating performance. The discount rates utilized in the DCF analysis are based on the respective reporting unit’s weighted average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the respective reporting unit. The carrying value of each reporting unit includes the assets and liabilities employed in its operations, goodwill and allocations of amounts held at the business segment and corporate levels.
In the fourth quarter of 2017,2021, we performed our annual goodwill impairment test for each of our reporting units utilizing the statutory tax rate in effect at the time of the test.units. The results of that test indicated that for each of our reporting units including Sikorsky, no impairment existed. As of December 31, 2017, the carrying valuedate of our Sikorsky reporting unit includes goodwill of $2.7 billion and exceeds its fair value by a margin of approximately 25%, after adjusting forannual impairment test, the positive impact of lower statutory tax rates due to the passage of the Tax Act on December 22, 2017. We acquired Sikorsky in November 2015 and recorded the assets acquired and liabilities assumed at fair value. As a result, the carrying value and fair value of our Sikorsky reporting unit continue to be closely aligned. Therefore, any business deterioration, changes in timingexceeded its carrying value, which included goodwill of orders, contract cancellations or terminations, or negative changes in market factors could cause our sales, earnings and cash flows to decline below current projections. Similarly, market factors utilized in the impairment analysis, including long-term growth rates, discount rates and relevant comparable public company earnings multiples and transaction multiples, could negatively impact the$2.7 billion, by a margin of approximately 30%. The fair value of our Sikorsky reporting units.unit can be significantly impacted by its performance, the amount and timing of expected future cash flows, contract terminations, changes in expected future orders, general market pressures, including U.S. Government budgetary constraints, discount rates, long term growth rates, and changes in U.S. (federal or state) or foreign tax laws and regulations, or their interpretation and application, including those with retroactive effect, along with other significant judgments. Based on our assessment of these circumstances, we have determined that goodwill at our Sikorsky reporting unit

is remains at risk for impairment should there be a deterioration of projected cash flows negative changes in market factors or a significant increase in the carrying value of the reporting unit.
During the fourth quarter of 2017, we realigned certain programs within the RMS business segment to align with changes in management structure. We performed goodwill impairment tests prior and subsequent to the realignment, and there was no indication of goodwill impairment.
Impairment assessments inherently involve management judgments regarding a number of assumptions such as those described above. Due to the many variables inherent in the estimation of a reporting unit’s fair value and the relative size of our recorded goodwill, differences in assumptions could have a material effect on the estimated fair value of one or more of our reporting units and could result in a goodwill impairment charge in a future period.
Intangible Assets
Intangible
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Acquired intangible assets from acquired businesses are recognized at their estimated fair values at the date of acquisition and consist of customer programs, trademarks, customer relationships, technology and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program and are amortized on a straight-line basis over a period of expected cash flows used to measure the fair value, which ranges from nine to 20 years. Acquired intangibles deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. This testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value. Finite-lived intangiblesIn the fourth quarter of 2021, we performed our annual impairment test, and the results of that test indicated no impairment existed. Intangibles are amortized to expense over thetheir applicable useful lives, ranging from threefive to 20 years, based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. We perform an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired. ShouldIf events or changes in circumstances indicate the carrying value of a finite-lived intangible may be impaired, the sum of the undiscounted future cash flows expected to result from the use of the asset group would be compared to the asset group’s carrying value. ShouldIf the asset group’s carrying amount exceed the sum of the undiscounted future cash flows, we would determine the fair value of the asset group and record an impairment loss in net earnings.
The carrying value of our Sikorsky business includes an indefinite-lived trademark intangible asset of $887 million as of December 31, 2017. In the fourth quarter of 2017, we performed the annual impairment test for the Sikorsky indefinite-lived trademark intangible asset utilizing the statutory tax rate in effect at the time of the test and the results indicated that no impairment existed. At December 31, 2017, the Sikorsky trademark exceeded its carrying value by a margin of approximately 20%, after adjusting for the positive impact of lower statutory tax rates due to the passage of the Tax Act on December 22, 2017. Additionally, our Sikorsky business has finite-lived customer program intangible assets with carrying values of $2.7 billion as of December 31, 2017. As discussed above in the Goodwill section, the carrying value and fair value of Sikorsky’s intangible assets continue to be closely aligned due to the November 2015 acquisition of Sikorsky. Therefore, any business deterioration, contract cancellations or terminations, or negative changes in market factors could cause our sales to decline below current projections. Based on our assessment of these circumstances, we have determined that our Sikorsky intangible assets are at risk for impairment should there be any business deterioration, contract cancellations or terminations, or negative changes in market factors.
Recent Accounting Pronouncements
See “Note 1 – Organization and Significant Accounting Policies” included in our Notes to Consolidated Financial Statements (under the caption “Recent Accounting Pronouncements”).
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ITEM  7A.Quantitative and Qualitative Disclosures About Market Risk
We maintain active relationships with a broad and diverse group of U.S. and international financial institutions. We believe that they provide us with sufficient access to the general and trade credit we require to conduct our business. We continue to closely monitor the financial market environment and actively manage counterparty exposure to minimize the potential impact from adverse developments with any single credit provider while ensuring availability of, and access to, sufficient credit resources.
Our main exposure to market risk relates to interest rates, foreign currency exchange rates and market prices on certain equity securities. Our financial instruments that are subject to interest rate risk principally include fixed-rate long-term debt.debt and commercial paper, if issued. The estimated fair value of our outstanding debt was $16.8$15.4 billion at December 31, 20172021 and the outstanding principal amount was $15.5$12.8 billion, excluding unamortized discounts and issuance costs of $1.2$1.1 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, 2017.

2021.
We use derivative instruments principally to reduce our exposure to market risks from changes in foreign currency exchange rates and interest rates. We do not enter into or hold derivative instruments for speculative trading purposes. We transact business globally and are subject to risks associated with changing foreign currency exchange rates. We enter into foreign currency hedges such as forward and option contracts that change in value as foreign currency exchange rates change. Our most significant foreign currency exposures relate to the British Pound Sterling,pound sterling, the Euro,euro, the Canadian dollar, the Australian dollar, the Norwegian Kroner and the Australian dollar.Polish Zloty. These contracts hedge forecasted foreign currency transactions in order to mitigate fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates. We designate foreign currency hedges as cash flow hedges. We also are exposed to the impact of interest rate changes primarily through our borrowing activities. For fixed rate borrowings, we may use variable interest rate swaps, effectively converting fixed rate borrowings to variable rate borrowings indexed to LIBOR in order to reducehedge changes in the amountfair value of interest paid.the debt. These swaps are designated as fair value hedges. For variable rate borrowings, we may use fixed interest rate swaps, effectively converting variable rate borrowings to fixed rate borrowings in order to mitigate the impact of interest rate changes on earnings. These swaps are designated as cash flow hedges. We also may enter into derivative instruments that are not designated as hedges and do not qualify for hedge accounting, which are intended to mitigate certain economic exposures.

The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on our intended use of the derivative and its resulting designation. Adjustments to reflect changes in fair values of derivatives attributable to thehighly effective portion of hedges are either reflected in earnings and largely offset by corresponding adjustments to the hedged items or reflected net of income taxes in accumulated other comprehensive loss until the hedged transaction is recognized in earnings. Changes in the fair value of the derivatives that are attributable to the ineffective portion of the hedges, or of derivatives that are not considered to be highly effective, hedges, if any, are immediately recognized in earnings. The aggregate notional amount of our outstanding interest rate swaps at both December 31, 20172021 and 20162020 was $1.2 billion.$500 million and $572 million. The aggregate notional amount of our outstanding foreign currency hedges at December 31, 20172021 and 20162020 was $4.1$4.0 billion and $4.0$3.4 billion. At December 31, 20172021 and 2016,2020, the net fair value of our derivative instruments was not material (see “Note 16 – Fair Value Measurements” included in our Notes to Consolidated Financial Statements). A 10% unfavorable exchange rate movement of our foreign currency contracts would not have a material impact on the aggregate net fair value of such contracts or our consolidated financial statements. Additionally, as we enter into foreign currency contractcontracts to hedge foreign currency exposure on underlying 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.
We evaluate the credit quality of potential counterparties to derivative transactions and only enter into agreements with those deemed to have acceptable credit risk at the time the agreements are executed. Our foreign currency exchange hedge portfolio is diversified across several banks. We periodically monitor changes to counterparty credit quality as well as our concentration of credit exposure to individual counterparties. We do not hold or issue derivative financial instruments for trading or speculative purposes.
We maintain a separate trust that includes investments to fund certain of our non-qualified deferred compensation plans. As of December 31, 2017,2021, investments in the trust totaled $1.4$2.1 billion and are reflected at fair value on our consolidated balance sheet in other noncurrent assets. The trust holds investments in marketable equity securities and fixed-income securities that are exposed to price changes and changes in interest rates. A portion of the liabilities associated with the deferred compensation plans supported by the trust is also impacted by changes in the market price of our common stock and certain market indices. Changes in the value of the liabilities have the effect of partially offsetting the impact of changes in the value of the trust. 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, 2017.2021.

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We are exposed to equity market risk through certain marketable securities held by our Lockheed Martin Ventures fund. The fair value of our marketable securities held by the fund was $132 million as of December 31, 2021. A 10% decrease in the market price of our marketable equity securities as of December 31, 2021 would not have a material impact on the carrying amounts of these securities or our consolidated financial statements. Many of the same factors that could result in an adverse movement of equity market prices affect our non-marketable equity investments, although we cannot always quantify the impacts directly. Financial markets are volatile, which could negatively affect the valuations and prospects of the companies we invest in, their ability to raise additional capital, and the likelihood of our ability to realize value in our investments through liquidity events such as initial public offerings, mergers, and private sales.
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ITEM 8. Financial Statements and Supplementary Data


Report of Ernst & Young LLP,
Independent Registered Public Accounting Firm
on the Audited Consolidated Financial Statements


Board of Directors and Stockholders
Lockheed Martin Corporation

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lockheed Martin Corporation (the “Corporation”)Corporation) as of December 31, 20172021 and 2016, and2020, the related consolidated statements of earnings, comprehensive income, equity,cash flows and cash flows,equity for each of the three years in the period ended December 31, 2017.2021, 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 consolidated financial position of the Corporation as ofat December 31, 20172021 and 2016,2020, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2021, 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, 2017,2021, based on criteria established in Internal Control - IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 6, 2018January 25, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includeincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.









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Revenue recognition based on the percentage of completion method
Description of the Matter
For the year ended December 31, 2021, the Corporation recorded net sales of $67.0 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 creation 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.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over the Corporation’s revenue recognition process. For example, we tested internal controls over management’s review of the estimate-at-completion analyses and the significant assumptions underlying the estimated contract value and estimated total costs to complete. We also tested internal controls that management executes to validate the data used in the estimate-at-completion analyses was complete and accurate.

To test the accuracy of the Corporation’s estimate-at-completion analyses, our audit procedures included, among others, comparing estimates of labor costs, subcontractor costs, and materials to historical results of similar contracts, and agreeing the key terms to contract documentation and management’s estimates. We also performed sensitivity analyses over the significant assumptions to evaluate the change in the profit booking rates resulting from changes in the assumptions.
Defined Benefit Pension Plan Obligation
Description of the Matter
At December 31, 2021, the Corporation’s aggregate obligation for its qualified defined benefit pension plans was $43.5 billion and exceeded the gross fair value of the related plan assets of $35.2 billion, resulting in a net unfunded qualified defined benefit pension obligation of $8.3 billion. As explained in Note 12 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 and participant longevity.

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 discount rate and participant longevity, used in the measurement process. These assumptions have a significant effect on the projected benefit obligation, with the discount rate being the most sensitive of those assumptions.
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How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over management’s measurement and valuation of the defined benefit pension obligation calculations. For example, we tested the internal controls over management’s review of the defined benefit pension obligation calculations, the significant actuarial assumptions and the data inputs provided to the actuaries.

To test the defined benefit pension obligation, our audit procedures included, among others, evaluating the methodology used, the significant actuarial assumptions described above and the underlying data used by the Corporation. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the defined benefit pension obligation from prior year due to the change in service cost, interest cost, benefit payments, settlements, actuarial gains and losses, new longevity assumptions and plan amendments. In addition, we involved our actuarial specialists to assist in evaluating management’s methodology for determining the discount rate that reflects the maturity and duration of the benefit payments and is used to measure the defined benefit pension obligation. As part of this assessment, we compared the projected cash flows to the prior year and compared the current year benefits paid to the prior year projected cash flows. To evaluate longevity, we evaluated management’s selection of mortality base tables and improvement scales, adjusted for entity-specific factors. Lastly, we also tested the completeness and accuracy of the underlying data, including the participant data provided to the Corporation’s actuarial specialists.

/s/ Ernst & Young LLP

We have served as the Corporation’s auditor since 1994.

Tysons, Virginia
February 6, 2018January 25, 2022



65




Lockheed Martin Corporation
Consolidated Statements of Earnings
(in millions, except per share data)
  Years Ended December 31,
  2017
 2016
 2015
Net sales      
Products $43,875
 $40,365
 $34,868
Services 7,173
 6,883
 5,668
Total net sales 51,048
 47,248
 40,536
Cost of sales      
Products (39,750) (36,616) (31,091)
Services (6,405) (6,040) (4,824)
Severance charges 
 (80) (82)
Other unallocated, net 655
 550
 (47)
Total cost of sales (45,500) (42,186) (36,044)
Gross profit 5,548
 5,062
 4,492
Other income, net 373
 487
 220
Operating profit 5,921
 5,549
 4,712
Interest expense (651) (663) (443)
Other non-operating (expense) income, net (1) 
 30
Earnings from continuing operations before income taxes 5,269
 4,886
 4,299
Income tax expense (3,340) (1,133) (1,173)
Net earnings from continuing operations 1,929
 3,753
 3,126
Net earnings from discontinued operations 73
 1,549
 479
Net earnings $2,002
 $5,302
 $3,605
Earnings per common share      
Basic      
Continuing operations $6.70
 $12.54
 $10.07
Discontinued operations 0.26
 5.17
 1.55
Basic earnings per common share $6.96
 $17.71
 $11.62
Diluted      
Continuing operations $6.64
 $12.38
 $9.93
Discontinued operations 0.25
 5.11
 1.53
Diluted earnings per common share $6.89
 $17.49
 $11.46
 Years Ended December 31,
202120202019
Net sales
Products$56,435 $54,928 $50,053 
Services10,609 10,470 9,759 
Total net sales67,044 65,398 59,812 
Cost of sales
Products(50,273)(48,996)(44,589)
Services(9,463)(9,371)(8,731)
Severance and restructuring charges(36)(27)— 
Other unallocated, net1,789 1,650 1,875 
Total cost of sales(57,983)(56,744)(51,445)
Gross profit9,061 8,654 8,367 
Other income (expense), net62 (10)178 
Operating profit9,123 8,644 8,545 
Interest expense(569)(591)(653)
Non-service FAS pension (expense) income(1,292)219 (577)
Other non-operating income (expense), net288 (37)(74)
Earnings from continuing operations before income taxes7,550 8,235 7,241 
Income tax expense(1,235)(1,347)(1,011)
Net earnings from continuing operations6,315 6,888 6,230 
Net loss from discontinued operations (55)— 
Net earnings$6,315 $6,833 $6,230 
 
Earnings (loss) per common share
Basic
Continuing operations$22.85 $24.60 $22.09 
Discontinued operations (0.20)— 
Basic earnings per common share$22.85 $24.40 $22.09 
Diluted
Continuing operations$22.76 $24.50 $21.95 
Discontinued operations (0.20)— 
Diluted earnings per common share$22.76 $24.30 $21.95 
The accompanying notes are an integral part of these consolidated financial statements.

66


Lockheed Martin Corporation
Consolidated Statements of Comprehensive Income
(in millions)
  Years Ended December 31,
  2017
 2016
 2015
Net earnings $2,002
 $5,302
 $3,605
Other comprehensive (loss) income, net of tax      
Postretirement benefit plans      
Net other comprehensive loss recognized during the period, net of tax benefit of $375 million in 2017, $668 million in 2016 and $192 million in 2015 (1,380) (1,232) (351)
Amounts reclassified from accumulated other comprehensive loss, net of tax expense of $437 million in 2017, $382 million in 2016 and $464 million in 2015 802
 699
 850
Reclassifications from divestiture of IS&GS business 
 (134) 
Other, net 140
 9
 (73)
Other comprehensive (loss) income, net of tax (438) (658) 426
Comprehensive income $1,564
 $4,644
 $4,031
 Years Ended December 31,
202120202019
Net earnings$6,315 $6,833 $6,230 
Other comprehensive income (loss), net of tax
Postretirement benefit plans
Net other comprehensive income (loss) recognized during the period, net of tax of $925 million in 2021, $292 million in 2020 and $586 million in 20193,404 (1,067)(2,182)
Amounts reclassified from accumulated other comprehensive loss, net of tax of $130 million in 2021, $119 million in 2020 and $247 million in 2019477 440 908 
Pension settlement charge, net of tax of $355 million in 20211,310 — — 
Other, net(76)60 41 
Other comprehensive income (loss), net of tax5,115 (567)(1,233)
Comprehensive income$11,430 $6,266 $4,997 
The accompanying notes are an integral part of these consolidated financial statements.



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Lockheed Martin Corporation
Consolidated Balance Sheets
(in millions, except par value)
  December 31,
  2017
 2016
Assets    
Current assets    
Cash and cash equivalents $2,861
 $1,837
Receivables, net 8,603
 8,202
Inventories, net 4,487
 4,670
Other current assets 1,510
 399
Total current assets 17,461
 15,108
Property, plant and equipment, net 5,775
 5,549
Goodwill 10,807
 10,764
Intangible assets, net 3,797
 4,093
Deferred income taxes 3,111
 6,625
Other noncurrent assets 5,570
 5,667
Total assets $46,521
 $47,806
Liabilities and equity    
Current liabilities    
Accounts payable $1,467
 $1,653
Customer advances and amounts in excess of costs incurred 6,752
 6,776
Salaries, benefits and payroll taxes 1,785
 1,764
Current maturities of long-term debt 750
 
Other current liabilities 1,883
 2,349
Total current liabilities 12,637
 12,542
Long-term debt, net 13,513
 14,282
Accrued pension liabilities 15,703
 13,855
Other postretirement benefit liabilities 719
 862
Other noncurrent liabilities 4,558
 4,659
Total liabilities 47,130
 46,200
Stockholders’ equity    
Common stock, $1 par value per share 284
 289
Additional paid-in capital 
 
Retained earnings 11,573
 13,324
Accumulated other comprehensive loss (12,540) (12,102)
Total stockholders’ (deficit) equity (683) 1,511
Noncontrolling interests in subsidiary 74
 95
Total (deficit) equity (609) 1,606
Total liabilities and equity $46,521
 $47,806
 December 31,
20212020
Assets
Current assets
Cash and cash equivalents$3,604 $3,160 
Receivables, net1,963 1,978 
Contract assets10,579 9,545 
Inventories2,981 3,545 
Other current assets688 1,150 
Total current assets19,815 19,378 
Property, plant and equipment, net7,597 7,213 
Goodwill10,813 10,806 
Intangible assets, net2,706 3,012 
Deferred income taxes2,290 3,475 
Other noncurrent assets7,652 6,826 
Total assets$50,873 $50,710 
Liabilities and equity
Current liabilities
Accounts payable$780 $880 
Salaries, benefits and payroll taxes3,108 3,163 
Contract liabilities8,107 7,545 
Current maturities of long-term debt6 500 
Other current liabilities1,996 1,845 
Total current liabilities13,997 13,933 
Long-term debt, net11,670 11,669 
Accrued pension liabilities8,319 12,874 
Other noncurrent liabilities5,928 6,196 
Total liabilities39,914 44,672 
Stockholders’ equity
Common stock, $1 par value per share271 279 
Additional paid-in capital94 221 
Retained earnings21,600 21,636 
Accumulated other comprehensive loss(11,006)(16,121)
Total stockholders’ equity10,959 6,015 
Noncontrolling interests in subsidiary 23 
Total equity10,959 6,038 
Total liabilities and equity$50,873 $50,710 
The accompanying notes are an integral part of these consolidated financial statements.

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Lockheed Martin Corporation
Consolidated Statements of Cash Flows
(in millions)
  Years Ended December 31,
  2017
 2016
 2015
Operating activities      
Net earnings $2,002
 $5,302
 $3,605
Adjustments to reconcile net earnings to net cash provided by operating activities      
Depreciation and amortization 1,195
 1,215
 1,026
Stock-based compensation 158
 149
 138
Deferred income taxes 3,432
 (152) (445)
Severance charges 
 99
 102
Gain on property sale (198) 
 
Gain on divestiture of IS&GS business (73) (1,242) 
Gain on step acquisition of AWE 
 (104) 
Changes in assets and liabilities      
Receivables, net (401) (811) (256)
Inventories, net 183
 (46) (398)
Accounts payable (189) (188) (160)
Customer advances and amounts in excess of costs incurred (24) 3
 (32)
Postretirement benefit plans 1,316
 1,028
 1,068
Income taxes (1,210) 146
 (48)
Other, net 285
 (210) 501
Net cash provided by operating activities 6,476
 5,189
 5,101
Investing activities      
Capital expenditures (1,177) (1,063) (939)
Acquisitions of businesses and investments in affiliates 
 
 (9,003)
Other, net 30
 78
 208
Net cash used for investing activities (1,147) (985) (9,734)
Financing activities      
Repurchases of common stock (2,001) (2,096) (3,071)
Dividends paid (2,163) (2,048) (1,932)
Special cash payment from divestiture of IS&GS business 
 1,800
 
Proceeds from stock option exercises 71
 106
 174
Repayments of long-term debt 
 (952) 
Proceeds from the issuance of long-term debt 
 
 9,101
Proceeds from borrowings under revolving credit facilities 
 
 6,000
Repayments of borrowings under revolving credit facilities 
 
 (6,000)
Other, net (212) (267) 5
Net cash (used for) provided by financing activities (4,305) (3,457) 4,277
Net change in cash and cash equivalents 1,024
 747
 (356)
Cash and cash equivalents at beginning of year 1,837
 1,090
 1,446
Cash and cash equivalents at end of year $2,861
 $1,837
 $1,090
 Years Ended December 31,
202120202019
Operating activities
Net earnings$6,315 $6,833 $6,230 
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization1,364 1,290 1,189 
Stock-based compensation227 221 189 
Equity method investment impairment 128 — 
Tax resolution related to former IS&GS business 55 — 
Deferred income taxes(183)222 
Pension settlement charge1,665 — — 
Severance and restructuring charges36 27 — 
Gain on property sale — (51)
Changes in assets and liabilities
Receivables, net15 359 107 
Contract assets(1,034)(451)378 
Inventories564 74 (622)
Accounts payable(98)(372)(1,098)
Contract liabilities562 491 563 
Income taxes45 (19)(151)
Postretirement benefit plans(267)(1,197)81 
Other, net10 739 274 
Net cash provided by operating activities9,221 8,183 7,311 
Investing activities
Capital expenditures(1,522)(1,766)(1,484)
Acquisitions of businesses (282)— 
Other, net361 38 243 
Net cash used for investing activities(1,161)(2,010)(1,241)
Financing activities
Repayment of commercial paper, net — (600)
Issuance of long-term debt, net of related costs 1,131 — 
Repayments of long-term debt(500)(1,650)(900)
Repurchases of common stock(4,087)(1,100)(1,200)
Dividends paid(2,940)(2,764)(2,556)
Other, net(89)(144)(72)
Net cash used for financing activities(7,616)(4,527)(5,328)
Net change in cash and cash equivalents444 1,646 742 
Cash and cash equivalents at beginning of year3,160 1,514 772 
Cash and cash equivalents at end of year$3,604 $3,160 $1,514 
The accompanying notes are an integral part of these consolidated financial statements.

69


Lockheed Martin Corporation
Consolidated Statements of Equity
(in millions, except per share data)
 
Common  
Stock
Additional  
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive 
Loss
Total
Stockholders’ 
(Deficit)
Equity
Noncontrolling
Interests in
Subsidiary
Total
(Deficit)
Equity
Balance at December 31, 2014$314
$
 $14,956
$(11,870) $3,400
 $
 $3,400
Net earnings

 3,605

 3,605
 
 3,605
Other comprehensive income, net of tax

 
426
 426
 
 426
Repurchases of common stock(15)(656) (2,400)
 (3,071) 
 (3,071)
Dividends declared ($6.15 per share)

 (1,923)
 (1,923) 
 (1,923)
Stock-based awards, ESOP activity and other4
656
 

 660
 
 660
Balance at December 31, 2015303

 14,238
(11,444) 3,097
 
 3,097
Net earnings

 5,302

 5,302
 
 5,302
Other comprehensive loss, net of tax

 
(658) (658) 
 (658)
Shares exchanged and retired in connection with divestiture of IS&GS business(9)
 (2,488)
 (2,497) 
 (2,497)
Repurchases of common stock(9)(395) (1,692)
 (2,096) 
 (2,096)
Dividends declared ($6.77 per share)

 (2,036)
 (2,036) 
 (2,036)
Stock-based awards, ESOP activity and other4
395
 

 399
 
 399
Net increase in noncontrolling interests in subsidiary

 

 
 95
 95
Balance at December 31, 2016289

 13,324
(12,102) 1,511
 95
 1,606
Net earnings

 2,002

 2,002
 
 2,002
Other comprehensive loss, net of tax

 
(438) (438) 
 (438)
Repurchases of common stock(7)(398) (1,596)
 (2,001) 
 (2,001)
Dividends declared ($7.46 per share)

 (2,157)
 (2,157) 
 (2,157)
Stock-based awards, ESOP activity and other2
398
 

 400
 
 400
Net decrease in noncontrolling interests in subsidiary

 

 
 (21) (21)
Balance at December 31, 2017$284
$
 $11,573
$(12,540) $(683) $74
 $(609)
Common  
Stock
Additional  Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive 
Loss
Total
Stockholders’
Equity
Noncontrolling
Interests in
Subsidiary
Total
Equity
Balance at December 31, 2018$281 $— $15,434 $(14,321)$1,394 $55 $1,449 
Net earnings— — 6,230 — 6,230 — 6,230 
Other comprehensive loss, net of tax— — — (1,233)(1,233)— (1,233)
Repurchases of common stock(4)(483)(713)— (1,200)— (1,200)
Dividends declared ($9.00 per share)— — (2,550)— (2,550)— (2,550)
Stock-based awards, ESOP activity and other483 — — 486 — 486 
Net decrease in noncontrolling interests in subsidiary— — — — — (11)(11)
Balance at December 31, 2019$280 $— $18,401 $(15,554)$3,127 $44 $3,171 
Net earnings— — 6,833 — 6,833 — 6,833 
Other comprehensive loss, net of tax— — — (567)(567)— (567)
Repurchases of common stock(3)(256)(841)— (1,100)— (1,100)
Dividends declared ($9.80 per share)— — (2,757)— (2,757)— (2,757)
Stock-based awards, ESOP activity and other477 — — 479 — 479 
Net decrease in noncontrolling interests in subsidiary— — — — — (21)(21)
Balance at December 31, 2020$279 $221 $21,636 $(16,121)$6,015 $23 $6,038 
Net earnings  6,315  6,315  6,315 
Other comprehensive loss, net of tax   5,115 5,115  5,115 
Repurchases of common stock(9)(671)(3,407) (4,087) (4,087)
Dividends declared ($10.60 per share)  (2,944) (2,944) (2,944)
Stock-based awards, ESOP activity and other1 544   545  545 
Net decrease in noncontrolling interests in subsidiary     (23)(23)
Balance at December 31, 2021$271 $94 $21,600 $(11,006)$10,959 $ $10,959 
The accompanying notes are an integral part of these consolidated financial statements.

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Lockheed Martin Corporation
Notes to Consolidated Financial Statements

Note 1 – Organization and Significant Accounting Policies
Organization – We are a global security and aerospace company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. We also provide a broad range of management, engineering, technical, scientific, logistics, system integration and cybersecurity services. We serve both U.S. and international customers with products and services that have defense, civil and commercial applications, with our principal customers being agencies of the U.S. Government. As described in “Note 4 – Information on Business Segments”, we operate in 4 business segments: Aeronautics, MFC, RMS and Space.
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’s ongoing operations, including the entity that manages the program, are no longer included in our financial results as of that date, however, during 2021, AWE generated sales of $885 million and operating profit of $18 million, which are included in Space’s financial results for the year ended December 31, 2021. During the year ended December 31, 2020, AWE generated sales of $1.4 billion and operating profit of $35 million, which are included in Space’s financial results for 2020.
Basis of presentation – OurThese consolidated financial statements include the accounts of subsidiaries we control and variable interest entities if we are the primary beneficiary. We eliminate intercompany balances and transactions in consolidation. Our receivables, inventories, customer advancesWe classify certain assets and amounts in excessliabilities as current utilizing the duration of costs incurred and certain amounts in other current liabilities primarily are attributable to long-term contracts or programs in progress for which the related contract or program as our operating cycles arecycle, which is generally longer than one year. In accordance with industry practice, we include these items in currentThis primarily impacts receivables, contract assets, inventories, and currentcontract liabilities. Unless otherwise noted, we presentWe classify all per share amounts cited in these consolidated financial statements on a “per diluted share” basis. Certain prior period amounts have been reclassified to conform with current year presentation.
The discussion and presentation of the operating results of our business segments have been impacted by the following recent events.
During the fourth quarter of 2017, the business segment formally known as Space Systems was renamed Space. There was no change to the composition of the portfolio in connection with the name change. The information for this segment for all periods included in these consolidated financial statements has been labeled using the new name.
On August 16, 2016, we completed the divestiture of the Information Systems & Global Solutions (IS&GS) business, which merged with a subsidiary of Leidos Holdings, Inc. (Leidos) in a Reverse Morris Trust transaction. Accordingly, the operating results of the IS&GS business have been classified as discontinued operations on our consolidated statements of earnings for all prior periods presented. However, the cash flows of the IS&GS business have not been reclassified in our consolidated statements of cash flows as we retained the cash as part of the Transaction. See “Note 3 – Acquisitions and Divestitures” for additional information about the divestiture of the IS&GS business.
On August 24, 2016, we increased our ownership interest in the AWE Management Limited (AWE) joint venture, which operates the United Kingdom’s nuclear deterrent program, from 33% to 51%. At which time, we began consolidating AWE. Consequently, our operating results include 100% of AWE’s sales and 51% of its operating profit. Prior to increasing our ownership interest, we accounted for our investment in AWE using the equity method of accounting. Under the equity method, we recognized only 33% of AWE’s earnings or losses and no sales. Accordingly, prior to August 24, 2016, the date we obtained control, we recorded 33% of AWE’s net earnings in our operating results and subsequent to August 24, 2016, we recognized 100% of AWE’s sales and 51% of its operating profit. See “Note 3 – Acquisitions and Divestitures” for additional information about the change in ownership of AWE.
On November 6, 2015, we completed the acquisition of Sikorsky Aircraft Corporation and certain affiliated companies (collectively “Sikorsky”) for $9.0 billion, net of cash acquired, and aligned Sikorsky under our Rotary and Mission Systems (RMS) business segment. The operating results and cash flows of Sikorsky have been included on our consolidated statements of earnings and consolidated statements of cash flows since the November 6, 2015 acquisition date. Additionally, theother assets and liabilities of Sikorsky are included in our consolidated balance sheets as of December 31, 2017 and December 31, 2016. See “Note 3 – Acquisitions and Divestitures” for additional information aboutbased on whether the acquisition of Sikorsky and related final purchase accounting.asset will be realized or the liability will be paid within one year.
During the fourth quarter of 2015, we realigned certain programs among our business segments. The amounts, discussion and presentation of our business segments for all periods presented in these consolidated financial statements reflect the program realignment.
Use of estimates – We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP). In doing so, we are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates. Significant estimates inherent in the preparation of our consolidated financial statements include, but are not limited to, accounting for sales and cost recognition,recognition; postretirement benefit plans,plans; environmental receivablesliabilities and

liabilities, assets for the portion of environmental costs that are probable of future recovery; evaluation of goodwill, intangible assets, investments and other assets for impairment,impairment; income taxes including deferred tax assets,income taxes; fair value measurementsmeasurements; and contingencies.
Sales and earnings
Revenue Recognition – We recordThe majority of our net sales are generated from long-term contracts with the U.S. Government and estimated profitsinternational customers (including foreign military sales (FMS) contracted through the U.S. Government) for substantiallythe research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For certain contracts that meet the foregoing requirements, primarily international direct commercial sale contracts, we are required to obtain certain regulatory approvals. In these cases, we recognize revenue when it is probable that we will receive regulatory approvals based upon all ofknown facts and circumstances. We provide our contracts using the percentage-of-completion method forproducts and services under fixed-price and cost-reimbursable contracts.
Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. Some fixed-price contracts have a performance-based component under which we may earn incentive payments or incur financial penalties based on our performance.
Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract plus a fee up to a ceiling based on the amount that has been funded. Typically, we enter into 3 types of cost-reimbursable contracts: cost-plus-award-fee, cost-plus-incentive-fee, and cost-plus-fixed-fee. Cost-plus-award-fee contracts provide for an award fee that varies within specified limits based on the customer’s assessment of our performance against a predetermined set of criteria, such as targets based on cost, quality, technical and schedule criteria. Cost-plus-incentive-fee contracts provide for reimbursement of costs plus a fee, which is adjusted by a formula based on the relationship of total allowable costs to total target costs (i.e., incentive based on cost) or reimbursement of costs plus an incentive to exceed stated performance targets (i.e.,
71


incentive based on performance). Cost-plus-fixed-fee contracts provide a fixed fee that is negotiated at the inception of the contract and does not vary with actual costs.
We assess each contract at its inception to determine whether it should be combined with other contracts. When making this determination, we consider factors such as whether two or more contracts were negotiated and executed at or near the same time or were negotiated with an overall profit objective. If combined, we treat the combined contracts as a single contract for revenue recognition purposes.
We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services within our contracts are typically not distinct from one another due to their complex relationships and the U.S. Government. Salessignificant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation. In limited cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not highly complex or interrelated or involve different product lifecycles. Significant judgment is required in determining performance obligations, and these decisions could change the amount of revenue and profit recorded on all time-and-materials contracts as the work is performed based on agreed-upon hourly rates and allowable costs. We account for our services contracts with non-U.S. Government customers using the services method of accounting.in a given period. We classify net sales as products or services on our consolidated statements of earnings based on the predominant attributes of the underlying contracts.performance obligations.
Percentage-of-Completion Method – The percentage-of-completion methodWe determine the transaction price for producteach contract based on the consideration we expect to receive for the products or services being provided under the contract. For contracts dependswhere a portion of the price may vary, we estimate variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. We analyze the risk of a significant revenue reversal and if necessary constrain the amount of variable consideration recognized in order to mitigate this risk.
At the inception of a contract we estimate the transaction price based on our current rights and do not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Contracts are often subsequently modified to include changes in specifications, requirements or price, which may create new or change existing enforceable rights and obligations. Depending on the nature of the modification, we consider whether to account for the modification as an adjustment to the existing contract or as a separate contract. Generally, modifications to our contracts are not distinct from the existing contract due to the significant integration and interrelated tasks provided in the context of the contract. Therefore, such modifications are accounted for as if they were part of the existing contract and recognized as a cumulative adjustment to revenue.
For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation based on the estimated standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the amount we would sell the product or service to a customer on a standalone basis (i.e., not bundled with any other products providedor services). Our contracts with the U.S. Government, including FMS contracts, are subject to the Federal Acquisition Regulations (FAR) and the price is typically based on estimated or actual costs plus a reasonable profit margin. As a result of these regulations, the standalone selling price of products or services in our contracts with the U.S. Government and FMS contracts are typically equal to the selling price stated in the contract.
For non-U.S. Government contracts with multiple performance obligations, we evaluate whether the stated selling prices for the products or services represent their standalone selling prices. We primarily sell customized solutions unique to a customer’s specifications. When it is necessary to allocate the transaction price to multiple performance obligations, we typically use the expected cost plus a reasonable profit margin to estimate the standalone selling price of each product or service. We occasionally sell standard products or services with observable standalone sales transactions. In these situations, the observable standalone sales transactions are used to determine the standalone selling price.
We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract.contract because control of the work in process transfers continuously to the customer. For example,most contracts with the U.S. Government and FMS contracts, this continuous transfer of control of the work in process to the customer is supported by clauses in the contract that give the customer ownership of work in process and allow the customer to unilaterally terminate the contract for convenience and pay us for costs incurred plus a reasonable profit. For most non-U.S. Government contracts, primarily international direct commercial contracts, continuous transfer of control to our customer is supported because we deliver products that requiredo not have an alternative use to us and if our customer were to performterminate the contract for reasons other than our non-performance we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a significant levelreasonable profit.
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For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the percentage-of-completion cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer as we incur costs on our contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total value ofestimated costs to complete the contract and/or to deliver minimal quantities, sales are recorded using the cost-to-cost method to measure progress toward completion. Under the cost-to-cost method of accounting, we recognize sales and an estimated profit as costs are incurred based on the proportion that the incurred costs bear to total estimated costs.performance obligation(s). For contracts that require us to provide a substantial number of similar items without a significant level of development, we record sales and an estimated profit on a percentage-of-completion basis using units-of-delivery as the basis to measure progress toward completing the contract. For contractsperformance obligations to provide services to the customer, revenue is recognized over time based on costs incurred or the right to invoice method (in situations where the value transferred matches our billing rights) as our customer receives and consumes the benefits.
For performance obligations in which control does not continuously transfer to the customer, we recognize revenue at the point in time in which each performance obligation is fully satisfied. This coincides with the point in time the customer obtains control of the product or service, which typically occurs upon customer acceptance or receipt of the product or service, given that we maintain control of the product or service until that point.
Backlog (i.e., unfulfilled or remaining performance obligations) represents the sales we expect to recognize for our products and services for which control has not yet transferred to the customer. It is converted into sales in future periods as work is performed or deliveries are made. For our cost-reimbursable and fixed-priced-incentive contracts, the estimated consideration we expect to receive pursuant to the terms of the contract may exceed the contractual award amount. The estimated consideration is determined at the outset of the contract and is continuously reviewed throughout the contract period. In determining the estimated consideration, we consider the risks related to the technical, schedule and cost impacts to complete the contract and an estimate of any variable consideration. Periodically, we review these risks and may increase or decrease backlog accordingly. As the risks on such contracts are successfully retired, the estimated consideration from customers may be reduced, resulting in a reduction of backlog without a corresponding recognition of sales. As of December 31, 2021, our ending backlog was $135.4 billion. We expect to recognize approximately 38% of our backlog over the next 12 months and approximately 60% over the next 24 months as revenue, with the remainder recognized thereafter.
For arrangements with the U.S. Government sales areand FMS contracts, we generally recorded usingdo not begin work on contracts until funding is appropriated by the cost-to-cost method.
Awardcustomer. Billing timetables and incentive fees,payment terms on our contracts vary based on a number of factors, including the contract type. Typical payment terms under fixed-price contracts with the U.S. Government provide that the customer pays either performance-based payments (PBPs) based on the achievement of contract milestones or progress payments based on a percentage of costs we incur. For the majority of our international direct commercial contracts to deliver complex systems, we typically receive advance payments prior to commencement of work, as well as penalties relatedmilestone payments that are paid in accordance with the terms of our contract as we perform. We recognize a liability for payments in excess of revenue recognized, which is presented as a contract liability on the balance sheet. The portion of payments retained by the customer until final contract settlement is not considered a significant financing component because the intent is to contract performance, are considered in estimating sales and profit rates on contracts accounted forprotect the customer from our failure to adequately complete some or all of the obligations under the percentage-of-completion method. Estimatescontract. Payments received from customers in advance of award fees are based on past experience and anticipated performance. We record incentives or penalties when there is sufficient information to assess anticipated contract performance. Incentive provisions that increase or decrease earnings based solely on a single significant eventrevenue recognition are not considered to be significant financing components because they are used to meet working capital demands that can be higher in the early stages of a contract.
For fixed-price and cost-reimbursable contracts, we present revenues recognized untilin excess of billings as contract assets on the event occurs.balance sheet. Amounts billed and due from our customers under both contract types are classified as receivables on the balance sheet.
Accounting for contracts using the percentage-of-completion method requires judgment relative to assessing risks,Significant estimates and assumptions are made in estimating contract sales and costs, (including estimating award and incentive fees and penalties related to performance) and making assumptions for schedule and technical issues. Due toincluding the number of years it may take to complete many of our contracts and the scope and nature of the work required to be performed on those contracts, the estimation of total sales and costs at completion is complicated and subject to many variables and, accordingly, is subject to change. When adjustments in estimated total contract sales or estimated total costs are required, any changes from prior estimates are recognized in the current period for the inception-to-date effect of such changes. When estimates of total costs to be incurred on a contract exceed estimates of total sales to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
Many of our contracts span several years and include highly complex technical requirements.profit booking rate. At the outset of a long-term contract, we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract, as well as variable consideration, and assess the effects of those risks on our estimates of sales and total costs to complete the contract. The estimates consider the technical requirements (e.g., a newly-developed product versus a mature product), the schedule and associated tasks (e.g., the number and type of milestone events) and costs (e.g., material, labor, subcontractor, overhead, general and administrative and the estimated costs to fulfill our industrial cooperation agreements, sometimes referred to as offset or localization agreements, required under certain contracts with international customers). The initial profit booking rate of each contract considers risks surrounding the ability to achieve the technical requirements, schedule and costs in the initial estimated total costs to complete the contract. Profit booking rates may increase during the performance of the contract if we successfully retire risks surrounding the technical, schedule and cost aspects of the contract, which decreases the estimated total costs to complete the contract or may increase the variable consideration we expect to receive on the contract. Conversely, our profit booking rates may decrease if the estimated total costs to complete the contract increase.increase or our estimates of variable consideration we expect to receive decrease. All of the estimates are subject to change during the performance of the contract and may affect the profit booking rate. When estimates of total costs to be incurred on a contract exceed total estimates of the transaction price, a provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is determined.
In addition, comparability
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Comparability of our business segment sales, operating profit and operating marginsmargin may be impacted favorably or unfavorably by changes in profit booking rates on our contracts accounted for which we recognize revenue over time using the percentage-of-completion cost-to-cost method of accounting.to measure progress towards completion. Increases in the profit booking rates, typically referred to as risk retirements, usually relate to revisions in the estimated total costs to fulfill the performance obligations that reflect improved conditions on a particular contract. Conversely, conditions on a particular contract may deteriorate, resulting in an increase in the estimated total costs to completefulfill the performance obligations and a reduction in the profit booking rate. Increases or decreases in profit booking rates are recognized in the current period they are determined and reflect the inception-to-date effect of such changes. Segment operating profit and marginsmargin may also be impacted favorably or unfavorably by other items.items, which may or may not impact sales. Favorable items may include the positive resolution of contractual matters, cost recoveries on severance and restructuring charges, insurance recoveries and gains on sales of assets. Unfavorable items may include the adverse resolution of contractual matters; restructuring charges, except for significant severance actions, (such as those mentioned below in “Note 15 – Restructuring Charges”), which are excluded from segment operatingoperating results; reserves for disputes; certain asset impairments; and losses on sales of certain assets. Segment operating profit and items such as risk retirements, reductions of profit booking rates or other matters are presented net of state income taxes.

Changes in Estimates As previously disclosed, we have a program to design, integrate, and install an air missile defense C4I systems for an international customer that has experienced performance issues and for which we have periodically accrued reserves. In 2017, we revised our estimated costs to complete the program, EADGE-T, as a consequence of ongoing performance matters and recorded an additional charge of $120 million ($74 million or $0.25 per share, after tax) at our RMS business segment. As of December 31, 2017, cumulative losses, including reserves, remained at approximately $260 million on this program. We are continuing to monitor the viability of the program and the available options and could record additional charges in future periods. However, based on the reserves already accrued and our current estimate of the costs to complete the program, at this time we do not anticipate that additional charges, if any, would be material.
We have two commercial satellite programs at our Space business segment, for which we have experienced performance issues related to the development and integration of a modernized LM 2100 satellite platform. These commercial programs require the development of new satellite technology to enhance the LM 2100’s power, propulsion and electronics, among other items. The enhanced satellite is expected to benefit other commercial and government satellite programs. We have periodically revised our estimated costs to complete these developmental commercial programs. We have recorded cumulative losses of approximately $305 million as of December 31, 2017, including approximately $135 million ($83 million or $0.29 per share, after tax) recorded during the year ended December 31, 2017. While these losses reflect our estimated total losses on the programs, we will continue to incur unrecovered costs each period until we complete these programs and may have to record additional loss reserves in future periods, which could be material to our operating results. While we do not currently anticipate recording additional loss reserves, the programs remain developmental and further challenges in the delivery and integration of new satellite technology, anomalies discovered during system testing requiring repair or rework, further schedule delays and potential penalties could require that we record additional reserves. We do not currently expect to be able to meet the delivery schedule under the contracts and have informed the customers. The customers could seek to exercise a termination right under the contracts, in which case we would have to refund the payments we have received and pay certain penalties. However, we think the probability that the customers will seek to exercise any termination right is remote as the delay beyond the termination date is modest and the customers have an immediate need for the satellites.
Our consolidated net adjustments not related to volume, including net profit booking rate adjustments and other matters, net of state income taxes,items, increased segment operating profit by approximately $1.5$2.0 billion in both 2017 and 2016 and $1.72021, $1.8 billion in 2015.2020 and $1.9 billion in 2019. These adjustments increased net earnings by approximately $980 million$1.6 billion ($3.375.81 per share) in 2017, $950 million2021 and $1.5 billion ($3.135.33 and $5.29 per share) in 20162020 and $1.12019. We recognized net sales from performance obligations satisfied in prior periods of approximately $2.2 billion, $2.0 billion and $2.2 billion in 2021, 2020 and 2019, which primarily relate to changes in profit booking rates that impacted revenue.
We have experienced performance issues on a classified fixed-price incentive fee contract that involves highly complex design and systems integration at our Aeronautics business segment. During the second quarter of 2021, we completed a comprehensive review and negotiation of scope of the program with our customer, including the technical requirements, performance to date, remaining work, schedule, and estimated costs to complete the program. At the conclusion of the review, we determined that the total costs to complete the current phase of the program would exceed the contract price. Accordingly, during the second quarter of 2021, we recognized a loss of $225 million ($3.50169 million, or $0.61 per share)share, after tax) on the program at our Aeronautics business segment, which represented our estimated total losses on the current phase of the program. During the fourth quarter of 2021, we amended the contract with our customer to modify the contract scope and price. The terms of the amendment are consistent with the assumptions used to estimate the loss recognized in 2015.the second quarter of 2021. Therefore, our current estimated loss remains at $225 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, which could be material to our operating results. In addition, we and our industry team will incur advanced procurement costs (also referred to as precontract costs) in order to enhance our ability to achieve the revised schedule and certain milestones. We will monitor the recoverability of precontract costs, which could be impacted by the customer’s decision regarding future phases of the program.
Services Method – Under fixed-price service contracts, weWe are paid a predetermined fixed amountresponsible for a specifiedprogram to design, develop and construct a ground-based radar at our RMS business segment. The program has experienced performance issues for which we have periodically accrued reserves. Cumulative losses on this program were approximately $280 million as of December 31, 2021. We will continue to monitor our performance, any future changes in scope, of work and generallyestimated costs to complete the program and may have full responsibility for the costs associated with the contract and the resulting profitto record additional losses in future periods if we experience further performance issues, increases in scope, or loss. We record net sales under fixed-price service contracts with non-U.S. Government customers on a straight-line basis over the period of contract performance, unless evidence suggests that net sales are earned or the obligations are fulfilled in a different pattern. For cost-reimbursable contracts for services to non-U.S. Government customers, we record net sales as services are performed, except for award and incentive fees. Award and incentive fees are recorded when they are fixed or determinable, generally at the date the amount is communicated to us by the customer. This approach results in the recognition of such fees at contractual intervals (typically every six months) throughout the contract and is dependentcost growth. However, based on the customer’s processeslosses previously recorded and our current estimate of the sales and costs to complete the program, at this time we do not anticipate that additional losses, if any, would be material to our operating results or financial condition.
We have a program, EADGE-T, to design, integrate and install an air missile defense command, control, communications, computers - intelligence (C4I) system for notificationan international customer that has experienced performance issues and for which we have periodically accrued reserves at our RMS business segment. We last recorded a charge and accrued reserves for this program in 2017. As of awardsDecember 31, 2021, cumulative losses remained at approximately $260 million. We continue to monitor program requirements and issuanceour performance. At this time, we do not anticipate additional charges that would be material to our operating results or financial condition.
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Research and development and similar costs – Except for certain arrangements described below, we account forWe conduct research and development (R&D) activities using our own funds (referred to as company-funded R&D or independent research and development (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. R&D costs include basic research, applied research, concept formulation studies, design, development, and related test activities. Company-funded R&D costs are allocated to customer contracts as part of the general and administrative overhead costs thatand generally recoverable on our customer contracts with the U.S. Government. Customer-funded R&D costs are allocated amongcharged directly to the related customer contract. Substantially all of our contracts and programs in progress under U.S. Government contractual arrangements andR&D costs are charged to cost of sales. Under certain arrangements in which a customer shares in product development costs, our portion of unreimbursed costs is expensedsales as incurred in cost of sales. Independent research and developmentincurred. Company-funded R&D costs charged to cost of sales totaled $1.2$1.5 billion in 2017, $988 million2021, and $1.3 billion in 2016both 2020 and $817 million2019.
Stock-based compensation – We issue stock-based compensation awards in 2015. Costs we incur under customer-sponsored researchthe form of restricted stock units (RSUs) and development programs pursuant to contractsperformance stock units (PSUs) that generally vest three years from the grant date and are includedsettled in net sales and cost of sales.
Stock-based compensation –shares. Compensation cost related to all share-based paymentsstock-based awards is measured at the grant date based on the estimated fair value of the award. We generallyThe grant date fair value of RSUs is equal to the closing market price of our common stock on the grant date less a discount to reflect the delay in payment of dividend-equivalent cash payments that are made only upon vesting. The grant date fair value of PSUs is measured in a manner similar to RSUs or using a Monte Carlo model, depending on the vesting conditions.
For all RSUs, we recognize the grant date fair value, less estimated forfeitures, as compensation costexpense ratably over a three-yearthe requisite service period, which is shorter than the vesting period netif the employee is retirement eligible on the date of grant or will become retirement eligible before the end of the vesting period. For PSUs that vest based on service and performance conditions, we recognize the grant date fair value, less estimated forfeitures.forfeitures, as compensation expense ratably over the vesting period based on the number of awards expected to ultimately vest. For PSUs that vest based on service and market conditions, we recognize the grant date fair value, less estimated forfeitures, as compensation expense ratably over the vesting period. At each reporting date, estimated forfeitures for all stock-based compensation awards and the number of shares is adjusted to the number ultimatelyPSUs expected to vest.vest based on service and performance conditions is adjusted.
Income taxes – We calculate our provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying amount of assets and liabilities and their respective tax bases, as well as from operating loss and tax credit carry-forwards. The provision for income taxes differs from the amounts currently receivable or payable because certain items of income and expense are recognized in different periods for financial reporting purposes than for income tax purposes. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered or paid.


We periodically assess our tax exposures related to periods that are open to examination. Based on the latest available information, we evaluate our tax positions to determine whether the position will more likely than not be sustained upon examination by the Internal Revenue Service (IRS) or other taxing authorities. If we cannot reach a more-likely-than-not determination, no benefit is recorded. If we determine that the tax position is more likely than not to be sustained, we record the largest amount of benefit that is more likely than not to be realized when the tax position is settled. We record interest and penalties related to income taxes as a component of income tax expense on our consolidated statements of earnings. Interest and penalties were not material.
In accordance with the regulations that govern cost accounting requirements for government contracts, current state and local income and franchise taxes are generally considered allowable and allocable costs and, consistent with industry practice, are recorded in operating costs and expenses. We generally recognize changes in deferred state taxes and unrecognized state tax benefits in unallocated corporate expenses.

Cash and cash equivalents – Cash equivalents include highly liquid instruments with original maturities of 90 days or less.
Receivables – Receivables, net represent our unconditional right to consideration under the contract and include amounts billed and currently due from customers and unbilled costs and accrued profits primarily relatedcustomers. Receivables, net are recorded at the net amount expected to sales on long-term contracts that have been recognized but not yet billed to customers. Pursuant to contract provisions, agencies of the U.S. Government and certain other customers have title to, or a security interest in, assets related to such contracts as a result of advances, performance-based payments and progress payments. We reflect those advances and payments as an offset to the related receivables balance for contracts that we account for on a percentage-of-completion basis using the cost-to-cost method to measure progress towards completion.
On occasion, our customers may seek deferred payment terms to purchase our products. In connection with these transactions, we may, at our customer’s request, enter into arrangements for the non-recourse sale of customer receivables to unrelated third–party financial institutions. For accounting purposes, these transactions are not discounted and are treated as a sale of receivables as we have no continuing involvement. The sale proceeds from the financial institutions are reflected in our operating cash flows on the statement of cash flows. During 2017, we sold approximately $698 million of customer receivables.be collected. There were no gains orsignificant impairment losses related to our receivables in 2021, 2020 or 2019.
Contract assets – Contract assets include unbilled amounts typically resulting from sales under contracts when the percentage-of-completion cost-to-cost method of these receivables.revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Contract assets are recorded at the net amount expected to be billed and collected. Contract assets are classified as current based on our contract operating cycle, and include amounts that may be billed and collected beyond one year due to the long-cycle nature of our contracts.
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Inventories – We record inventories at the lower of cost or estimated net realizable value. Costs on long-termThe majority of our inventory represents work-in-process for contracts where control has not yet passed to the customer. Work-in-process primarily consists of labor, material, subcontractor, and programs in progress represent recoverableoverhead costs. In addition, costs incurred for productionto fulfill a contract in advance of the contract being awarded are recorded in inventories as work-in-process if we determine that those costs relate directly to a contract or contract-specific facilitiesto an anticipated contract that we can specifically identify and equipment, allocable operating overhead, advancescontract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to suppliers and,as pre-contract costs). Pre-contract costs that are initially capitalized in the caseinventory are generally recognized as cost of contractssales consistent with the U.S. Governmenttransfer of products and substantially all other governments, research and development and general and administrative expenses. Pursuantservices to contract provisions, agenciesthe customer upon the receipt of the U.S. Government and certainanticipated contract. All other customers have title to, or a security interest in, inventories related to such contractspre-contract costs, including start-up costs, are expensed as a result of advances, performance-based payments and progress payments. We reflect those advances and payments as an offset against the related inventory balances for contracts that we account for on a percentage-of-completion basis using units-of-delivery as the basis to measure progress toward completing the contract.incurred. We determine the costs of other productinventories such as materials, spares and supply inventoriessupplies by using the first-in first-out or average cost methods. If events or changes in circumstances indicate that precontract costs are no longer recoverable or the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes, a loss is recognized in the period in which it occurs.
Contract liabilities – Contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are classified as current based on our contract operating cycle and reported on a contract-by-contract basis, net of revenue recognized, at the end of each reporting period.
Property, plant and equipment – We record property,Property, plant and equipment are initially recorded at cost. We provide for depreciation and amortization onThe cost of plant and equipment are depreciated generally using accelerated methods during the first half of the estimated useful lives of the assets and the straight-line method thereafter. The estimated useful lives of our plant and equipment generally range from 10 to 40 years for buildings and five to 15 years for machinery and equipment. No depreciation expense is recorded on construction in progress until such assets are placed into operation. Depreciation expense related to plant and equipment was $760$904 million in 2017, $7472021, $853 million in 2016,2020 and $716$794 million in 2015.2019.
We review the carrying amounts of long-lived assets for impairment if events or changes in the facts and circumstances indicate that their carrying amounts may not be recoverable. We assess impairment by comparing the estimated undiscounted future cash flows of the related asset grouping to its carrying amount. If an asset is determined to be impaired, we recognize an impairment charge in the current period for the difference between the fair value of the asset and its carrying amount.
Capitalized software – We capitalize certain costs associated with the development or purchase of internal-use software. The amounts capitalized are included in other noncurrent assets on our consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the resulting software, which ranges from two to six years. As of December 31, 20172021 and 2016,2020, capitalized software totaled $424$777 million and $427$686 million, net of accumulated amortization of $2.0$2.3 billion and $1.9$2.2 billion. No amortization expense is recorded until the software is ready for its intended use. Amortization expense related to capitalized software was $123$175 million in 2017, $1362021, $166 million in 20162020 and $161$111 million in 2015.2019.
Fair value of financial instruments – We measure the fair value of our financial instruments using observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels:
Level 1 – quoted prices in active markets for identical assets or liabilities.
Level 2 – inputs, other than quoted prices, observable by a marketplace participant either directly or indirectly.
Level 3 – unobservable inputs significant to the fair value measurement.
Investments – Substantially all assets measured at fair value represent investments held in a separate trust to fund certain of our non-qualified deferred compensation plan liabilities. As of December 31, 2021 and 2020, the fair value of our investments held in trust totaled $2.1 billion and $2.0 billion and was included in other noncurrent assets on our consolidated balance sheets.
Net gains on these securities were $205 million, $231 million and $233 million in 2021, 2020 and 2019. Gains and losses on these investments are included in other unallocated, net within cost of sales on our consolidated statements of earnings in order to align the classification of changes in the market value of investments held for the plan with changes in the value of the corresponding plan liabilities.
Additionally, through our Lockheed Martin Ventures Fund, we make strategic investments in certain early stage companies that we believe are advancing or developing new technologies applicable to our business. These investments may be in the form of common or preferred stock, warrants, convertible debt securities or investments in funds. Most of the investments are in equity securities without readily determinable fair values, which are measured initially at cost and are then adjusted to fair value only if there is an observable price change or reduced for impairment, if applicable. Investments with quoted market prices in active markets (Level 1) are recorded at fair value at the end of each reporting period. The carrying amounts of investments
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held in our Lockheed Martin Ventures Fund were $465 million and $173 million at December 31, 2021 and December 31, 2020 and are included on our consolidated balance sheets within other assets, both current and noncurrent. During 2021, we recorded $265 million ($199 million, or $0.72 per share, after-tax) of net gains, compared to recording no net gains during 2020, due to changes in fair value and/or sales of investments which are reflected in the other non-operating income, net account on our consolidated statements of earnings.
Equity method investments – Investments where we have the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting and are included in other noncurrent assets on our consolidated balance sheets. Significant influence typically exists if we have a 20% to 50% ownership interest in the investee. Under this method of accounting, our share of the net earnings or losses of the investee is included in operating profit in other income, net on our consolidated statements of earnings since the activities of the investee are closely aligned with the operations of the business segment holding the investment. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. As of December 31, 2021 and December 31, 2020, our equity method investments totaled $689 million and $784 million, which was primarily composed of our investment in the United Launch Alliance (ULA) joint venture. Our share of net earnings related to our equity method investees was $97 million in 2021, $163 million in 2020 and $154 million in 2019, of which approximately $67 million, $135 million and $145 million was included in our Space business segment operating profit.
In July 2020, we entered into an agreement to sell our ownership interest in Advanced Military Maintenance, Repair and Overhaul Center (AMMROC) to our joint venture partner for $307 million. As a result, we adjusted the carrying value of our investment to the selling price of $307 million, which resulted in the recognition of a noncash impairment charge of $128 million ($96 million, or $0.34 per share, after-tax) in our results of operations disclosed in 2020. The sale was completed on November 25, 2020 and all the proceeds have been received in cash.
Goodwill and Intangible Assets – The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. Intangible assets from acquired businesses are recognized at fair value on the acquisition date and consist of customer programs, trademarks, customer relationships, technology and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program. Intangible assets are amortized over a period of expected cash flows used to measure fair value, which ranges from five to 20 years.
Our goodwill balance was $10.8 billion at both December 31, 20172021 and 2016.2020. We perform an impairment test of our goodwill at least annually in the fourth quarter or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired. Such events or changes in circumstances may include a significant deterioration in overall economic conditions, changes in the business climate of our industry, a decline in our market capitalization, operating performance indicators,

competition, reorganizations of our business, U.S. Government budget restrictions or the disposal of all or a portion of a reporting unit. Our goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit, which is our business segment level or a level below the business segment. The level at which we test goodwill for impairment requires us to determine whether the operations below the business segment constitute a self-sustaining business for which discrete financial information is available and segment management regularly reviews the operating results.
We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment. For selected reporting units where we use the qualitative approach, we perform a qualitative evaluation of events and circumstances impacting the reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if we determine it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise we perform a quantitative impairment test. We perform quantitative tests for most reporting units at least once every three years. However, for certain reporting units we may perform a quantitative impairment test every year.
For the quantitative impairment test we compare the fair value of a reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. We generally estimate the fair value of each reporting unit using a combination of a discounted cash flow (DCF) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and relevant transaction multiples. The cash flows employed in the DCF analysis are based on our best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, U.S. Government budgets, existing firm orders, expected future orders, contracts with suppliers, labor agreements, changes in
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working capital, long term business plans and recent operating performance. The discount rates utilized in the DCF analysis are based on the respective reporting unit’s weighted average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the respective reporting unit. The carrying value of each reporting unit includes the assets and liabilities employed in its operations, goodwill and allocations of amountscertain assets and liabilities held at the business segment and corporate levels.
During the fourth quarters of 20172021, 2020 and 2016,2019, we performed our annual goodwill impairment test for each of our reporting units. The results of our annual impairment tests of goodwill indicated that no impairment existed.
During the fourth quarter of 2017, we realigned certain programs within the RMS business segment to align with changes in management structure. We performed goodwill impairment tests prior and subsequent to the realignment, and there was no indication of goodwill impairment.
During the fourth quarter of 2015, we performed our annual goodwill impairment test for each of our reporting units. During the fourth quarter of 2015, we realigned certain programs between our business segments in connection with our strategic review of our government IT and technical services businesses. As part of the realignment, goodwill was reallocated between affected reporting units on a relative fair value basis. We performed goodwill impairment tests prior and subsequent to the realignment. The results of our 2015 annual impairment tests of goodwill indicated that no impairment existed.
IntangibleAcquired intangible assets – Intangible assets from acquired businesses are recognized at their estimated fair values at the date of acquisition and consist of customer programs, trademarks, customer relationships, technology and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program and are amortized on a straight-line basis over a period of expected cash flows used to measure the fair value, which ranges from nine to 20 years. Acquired intangibles deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. This testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from threefive to 20 years, based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. We perform an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired.
Customer advances and amounts in excess of cost incurredLeases – We receive advances, performance-based paymentsevaluate whether our contractual arrangements contain leases at the inception of such arrangements. Specifically, we consider whether we can control the underlying asset and progress payments from customers that may exceed costs incurred on certain contracts, including contracts with agencieshave the right to obtain substantially all of the U.S. Government.economic benefits or outputs from the asset. Substantially all of our leases are long-term operating leases with fixed payment terms. We classify such advances, do not have significant financing leases. Our right-of-use (ROU) operating lease assets represent our right to use an underlying asset for the lease term, and our operating lease liabilities represent our obligation to make lease payments. ROU operating lease assets are recorded in other than those reflectednoncurrent assets in our consolidated balance sheet. Operating lease liabilities are recorded in other current liabilities or other noncurrent liabilities in our consolidated balance sheet based on their contractual due dates.
Both the ROU operating lease asset and liability are recognized as of the lease commencement date at the present value of the lease payments over the lease term. Most of our leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate, which is determined using our credit rating and information available as of the commencement date. ROU operating lease assets include lease payments made at or before the lease commencement date, net of any lease incentives.

Our operating lease agreements may include options to extend the lease term or terminate it early. We include options to extend or terminate leases in the ROU operating lease asset and liability when it is reasonably certain we will exercise these options. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of sales on our consolidated statement of earnings.

We have operating lease arrangements with lease and non-lease components. The non-lease components in our arrangements are not significant when compared to the lease components. For all operating leases, we account for the lease and non-lease components as a reduction of receivables or inventories as discussed above, as currentsingle component. Additionally, for certain equipment leases, we apply a portfolio approach to recognize operating lease ROU assets and liabilities. We evaluate ROU assets for impairment consistent with our property, plant and equipment policy.

Postretirement benefit plans – Many of our employees are covered byand retirees participate in defined benefit pension plans, and we provide certain health careretiree medical and life insurance benefits to eligible retireesplans, and other postemployment plans (collectively, postretirement benefit plans). GAAP requires that the

amounts we record related to our postretirement benefit plans be computed, based on service to date, using actuarial valuations that are based in part on certain key economic assumptions we make, including the discount rate, the expected long-term rate of return on plan assets and other actuarial assumptions including participant longevity (also known as mortality), health care cost trend rates and employee turnover, each as appropriate based on the nature of the plans.
A market-related value of our plan assets, determined using actual asset gains or losses over the prior three year period, is used to calculate the amount of deferred asset gains or losses to be amortized. These asset gains or losses, along with those resulting from adjustments to our benefit obligation, will be amortized to expense using the corridor method, where gains and losses are recognized over a period of years to the extent they exceed 10% of the greater of plan assets or benefit obligations, over the average future service period of employees expected to receive benefits under the plans of approximately nine years as of December 31, 2017. This amortization period is expected to extend (approximately double) in 2020 when our non-union pension plan is frozen to use the average remaining life expectancy of the participants instead of average future service.obligations.
We recognize on a plan-by-plan basis the funded status of our postretirement benefit plans under GAAP as either an asset recorded within other noncurrent assets or a liability recorded within noncurrent liabilities on our consolidated balance sheets. The GAAP funded status is measured as the difference between the fair value of the plan’s assets and the benefit obligation of the plan. The funded status under the Employee Retirement Income Security Act of 1974 (ERISA), as amended, by the Pension Protection Act of 2006 (PPA), is calculated on a different basis than under GAAP.
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Postemployment Plans We record a liability for postemployment benefits, such as severance or job training, typically when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated.
During 2021, we recognized severance and restructuring charges totaling $36 million ($28 million, or $0.10 per share, after-tax) related to workforce reductions and facility exit costs within our RMS business segment. These actions were taken to consolidate certain operations in order to improve the efficiency of RMS’ manufacturing operations and the affordability of its products and services. Employees terminated as part of these actions will receive lump-sum severance payments upon separation primarily based on years of service.
During 2020, we recognized severance charges totaling $27 million ($21 million, or $0.08 per share, after-tax) related to workforce reductions primarily within our corporate functions. These actions were taken to keep our cost structure aligned with our customers’ need to improve efficiency and deliver cost savings. Employees terminated as part of these actions received lump-sum severance payments upon separation primarily based on years of service.
Environmental matters – We record a liability for environmental matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. The amount of liability recorded is based on our estimate of the costs to be incurred for remediation at a particular site. We do not discount the recorded liabilities, as the amount and timing of future cash payments are not fixed or cannot be reliably determined. Our environmental liabilities are recorded on our consolidated balance sheets within other liabilities, both current and noncurrent. We expect to include a substantial portion of environmental costs in our net sales and cost of sales in future periods pursuant to U.S. Government agreement or regulation. At the time a liability is recorded for future environmental costs, we record a receivable for estimated future recovery considered probable through the pricing of products and services to agencies of the U.S. Government, regardless of the contract form (e.g., cost-reimbursable, fixed-price). We continuously evaluate the recoverability of our assets for the portion of environmental receivablescosts that are probable of future recovery by assessing, among other factors, U.S. Government regulations, our U.S. Government business base and contract mix, our history of receiving reimbursement of such costs, and recent efforts by some U.S. Government representatives to limit such reimbursement. We include the portion of those environmental costs expected to be allocated to our non-U.S. Government contracts, or that is determined not to not be recoverable under U.S. Government contracts, in our cost of sales at the time the liability is established.established or adjusted. Our assets for the portion of environmental receivablescosts that are probable of future recovery are recorded on our consolidated balance sheets within other assets, both current and noncurrent. We project costs and recovery of costs over approximately 20 years.
Investments in marketable securities – Investments in marketable securities consist of debt and equity securities and are classified as trading securities. As of December 31, 2017 and 2016, the fair value of our trading securities totaled $1.4 billion and $1.2 billion and was included in other noncurrent assets on our consolidated balance sheets. Our trading securities are held in a separate trust, which includes investments to fund our deferred compensation plan liabilities. Net gains on trading securities in 2017 and 2016 were $150 million and $66 million. Net losses on trading securities in 2015 were $11 million. Gains and losses on these investments are included in other unallocated, net within cost of sales on our consolidated statements of earnings in order to align the classification of changes in the market value of investments held for the plan with changes in the value of the corresponding plan liabilities.
Equity method investments – Investments where we have the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting and are included in other noncurrent assets on our consolidated balance sheets. Significant influence typically exists if we have a 20% to 50% ownership interest in the investee. Under this method of accounting, our share of the net earnings or losses of the investee is included in operating profit in other income, net on our consolidated statements of earnings since the activities of the investee are closely aligned with the operations of the business segment holding the investment. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. As of both December 31, 2017 and 2016, our equity method investments totaled $1.4 billion, which primarily are composed of our Space business segment’s investment in United Launch Alliance (ULA), see “Note 14 – Legal Proceedings, Commitments and Contingencies”, and our Aeronautics and RMS business segments’ investments in the Advanced Military Maintenance, Repair and Overhaul Center (AMMROC) venture. Our share of net earnings related to our equity method investees was $207 million in 2017, $443 million in 2016 and $320 million in 2015, of which approximately $205 million, $325 million and $245 million related to our Space business segment.

During the year ended December 31, 2017, equity earnings included a charge recorded in the first quarter of approximately $64 million ($40 million or $0.14 per share, after tax), which represented our portion of a non-cash asset impairment related to certain long-lived assets held by our equity method investee, AMMROC. We are continuing to monitor this investment. It is possible that we may have to record our portion of additional charges should their business continue to experience performance issues, which could adversely affect our business, financial condition and results of operations.
Derivative financial instruments – We use derivative instruments principally to reduce our exposure to market risks from changes in foreign currency exchange rates and interest rates. We do not enter into or hold derivative instruments for speculative trading purposes. We transact business globally and are subject to risks associated with changing foreign currency exchange rates. We enter into foreign currency hedges such as forward and option contracts that change in value as foreign currency exchange rates change. These contracts hedge forecasted foreign currency transactions in order to mitigate fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates. We designate foreign currency hedges as cash flow hedges. We also are exposed to the impact of interest rate changes primarily through our borrowing activities. For fixed rate borrowings, we may use variable interest rate swaps, effectively converting fixed rate borrowings to variable rate borrowings in order to reduce the amount of interest paid. These swaps are designated as fair value hedges. For variable rate borrowings, we may use fixed interest rate swaps, effectively converting variable rate borrowings to fixed rate borrowings in order to mitigate the impact of interest rate changes on earnings. These swaps are designated as cash flow hedges. We also may enter into derivative instruments that are not designated as hedges and do not qualify for hedge accounting, which are intended to mitigate certain economic exposures.
We record derivatives at their fair value. The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on our intended use of the derivative and its resulting designation. Adjustments to reflect changes in fair values of derivatives attributable to thehighly effective portion of hedges are either reflected in earnings and largely offset by corresponding adjustments to the hedged items or reflected net of income taxes in accumulated other comprehensive loss until the hedged transaction is recognized in earnings. Changes in the fair value of the derivatives that are attributable to the ineffective portion of the hedges or of derivatives that are not considered to be highly effective, hedges, if any, are immediately recognized in earnings. The aggregate notional amount


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Recent Accounting Pronouncements
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
In 2017, the United Kingdom’s Financial Conduct Authority (FCA) announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (LIBOR), which have been widely used as reference rates for various securities and 2016 was $1.2 billionfinancial contracts, including loans, debt and derivatives. This announcement indicates that the fair value was not significant. The aggregate notional amountcontinuation of our outstanding foreign currency hedges at December 31, 2017 and 2016 was $4.1 billion and $4.0 billion and the fair value was not significant. Derivative instruments did not have a material impact on net earnings and comprehensive income during the years ended December 31, 2017, 2016 and 2015. Substantially all of our derivatives are designated for hedge accounting. See “Note 16 – Fair Value Measurements” for more informationLIBOR on the fair value measurements related to our derivative instruments.
Recent Accounting Pronouncements
Revenue from Contracts with Customers
In May 2014,current basis is not guaranteed after 2021. Subsequently in March 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, as amended (Topic 606) (commonly referred to as ASC 606), which will change the way we recognize revenueFCA announced some USD LIBOR tenors (overnight, 1 month, 3 month, 6 month and significantly expand the disclosure requirements for revenue arrangements. The new standard is effective for annual reporting periods beginning after December 15, 2017.
We adopted the requirements of the new standard on January 1, 2018 using the full retrospective transition method, whereby ASC 606 will be applied to each prior year presented and the cumulative effect of applying ASC 606 will be recognized at January 1, 2016, the beginning of the earliest year presented. As ASC 606 supersedes substantially all existing revenue guidance affecting us under current GAAP, it will impact revenue and cost recognition across all of our business segments, as well as our business processes and our information technology systems.
We commenced our evaluation of the impact of ASC 606 in late 2014, by evaluating its impact on selected contracts at each of our business segments. With this baseline understanding, we developed a project plan to evaluate thousands of contracts across our business segments, develop processes and tools to dual report financial results under both current GAAP and ASC 606 and assess the internal control structure in order to adopt ASC 606 on January 1, 2018. We have periodically briefed our Audit Committee on our progress made towards adoption.
We currently recognize the majority of our revenue using the percentage-of-completion method of accounting, whereby revenue is recognized as we progress on the contract. For contracts with a significant amount of development and/or requiring the delivery of a minimal number of units, revenue and profit are recognized using the percentage-of-completion cost-to-cost method to measure progress. For example, we use this method at our Aeronautics business segment for the F-35 program; at our Missiles and Fire Control (MFC) business segment for the THAAD program; at our RMS business segment for the Littoral Combat Ship and Aegis Combat System programs; and at our Space business segment for government satellite programs. For contracts that

require us to produce a substantial number of similar items without a significant level of development, we currently record revenue and profit using the percentage-of-completion units-of-delivery method as the basis for measuring progress on the contract. For example, we use this method in Aeronautics for the C-130J and C-5 programs; in MFC for tactical missile programs (e.g., Hellfire, JASSM), PAC-3 programs and fire control programs (e.g., LANTIRN® and SNIPER®); in RMS for Black Hawk and Seahawk helicopter programs; and in Space for commercial satellite programs. For contracts to provide services to the U.S. Government, revenue is generally recorded using the percentage-of-completion cost-to-cost method.
Under ASC 606, revenue will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). Given the nature of our products and terms and conditions in our contracts, in particular those with the U.S. Government (including foreign military sales (FMS) contracts), the customer obtains control as we perform work under the contract. Therefore, we expect to recognize revenue over time for substantially all of our contracts using a method similar to our current percentage-of-completion cost-to-cost method. Accordingly, adoption of ASC 606 will primarily impact our contracts where revenue is currently recognized using the percentage-of-completion units-of-delivery method. As a result, we anticipate recognizing revenue for these contracts earlier in the performance period as we incur costs, as opposed to when units are delivered. We may also have more performance obligations in our contracts under ASC 606, which may impact the timing of recording sales and operating profit, including those where sales recognition is deferred pending the incurrence of costs.
During the third quarter of 2017, we completed our preliminary assessment of the cumulative effect of adopting ASC 606 on our December 31, 2015 balance sheet using the full retrospective transition method. The adoption resulted in a decrease in inventories, an increase in billed receivables, contract assets (i.e., unbilled receivables) and contract liabilities (i.e., customer advances and amounts in excess of costs incurred) to primarily reflect the impact of converting contracts currently applying the units-of-delivery method to the cost-to-cost method for recognizing revenue and profits. We expect the net impact of these reclassifications to increase both our current assets and current liabilities by approximately 2%.
In addition, we have completed our preliminary assessment of adopting ASC 606 on our 2017 and 2016 operating results, and have presented selected recast, unaudited financial data in the following table (in millions, except per share data). The impact of adopting ASC 606 on our 2017 and 2016 operating results may not be indicative of the adoption impacts in future periods or of our operating performance.
  Years Ended December 31,
  2017
 2016
  (unaudited)
Net sales $49,976
 $47,320
Operating profit (a)
 $6,759
 $5,910
     
Earnings per common share    
Basic    
Continuing operations $6.63
 $12.28
Discontinued operations 0.26
 5.05
Basic earnings per common share $6.89
 $17.33
Diluted    
Continuing operations $6.57
 $12.13
Discontinued operations 0.25
 4.99
Diluted earnings per common share $6.82
 $17.12
(a)
Operating profit includes an increase of $846 million in 2017 and $471 million in 2016 for the expected impact of adopting ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715) on January 1, 2018 as discussed below.
Total net cash provided by operating activities and net cash used by investing and financing activities on our consolidated statements of cash flows were not impacted by the adoption of ASC 606.
Compensation-Retirement Benefits
In March 2017, the FASB issued ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715), which changes the income statement presentation of certain components of net periodic benefit cost related to defined benefit pension and other postretirement benefit plans. Currently, we record all components of net periodic benefit costs in operating profit as part of cost of sales. Under ASU No. 2017-07, we will be required to record only the service cost component of net periodic benefit cost in operating profit and the non-service cost components of net periodic benefit cost (i.e., interest cost, expected return on plan assets, amortization

of prior service cost or credits, and net actuarial gains or losses) as part of non-operating income. We adopted the requirements of ASU No. 2017-07 on January 1, 2018 using the retrospective transition method. We expect the adoption of ASU No. 2017-07 to result in an increase to consolidated operating profit of $471 million and $846 million for 2016 and 2017, respectively, and a corresponding decrease in non-operating income for each year. We do not expect any impact to our business segment operating profit, our consolidated net earnings, or cash flows as a result of adopting ASU No. 2017-07.
Intangibles-Goodwill and Other
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), which eliminates the requirement to compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill (commonly referred to as Step 2) from the goodwill impairment test. The new standard does not change how a goodwill impairment is identified. We12 month) will continue to performbe published until June 30, 2023. Regulators in the U.S. and other jurisdictions have been working to replace these rates with alternative reference interest rates that are supported by transactions in liquid and observable markets, such as the Secured Overnight Financing Rate (SOFR) for USD LIBOR. Currently, our quantitativecredit facility and qualitative goodwill impairment test by comparingcertain of our derivative instruments reference LIBOR-based rates. Our credit facility contains provisions specifying alternative interest rate calculations to be employed when LIBOR ceases to be available as a benchmark and we have adhered to the fair valueISDA 2020 IBOR Fallbacks Protocol, which will govern our derivatives upon the final cessation of each reporting unit to its carrying amount, but if we are required to recognize a goodwill impairment charge, under the new standard the amountUSD LIBOR. ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the charge will be calculatedEffects of Reference Rate Reform on Financial Reporting, as amended, helps limit the accounting impact from contract modifications, including hedging relationships, due to the transition from LIBOR to alternative reference rates that are completed by subtracting the reporting unit’s fair value from its carrying amount. Under the prior standard, if we were required to recognize a goodwill impairment charge, Step 2 required us to calculate the implied value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination and the amount of the charge was calculated by subtracting the reporting unit’s implied fair value of goodwill from its actual goodwill balance. The new standard is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted, and should be applied prospectively from the date of adoption. We elected to adopt the new standard for future goodwill impairment tests at the beginning of the third quarter of 2017, because it significantly simplifies the evaluation of goodwill for impairment. The impact of the new standard will depend on the outcomes of future goodwill impairment tests.
Derivatives and Hedging
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which eliminates the requirement to separately measure and report hedge ineffectiveness. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted.31, 2022. We do not expect a significant impact to our consolidated assets and liabilities, net earnings,operating results, financial position or cash flows as a resultfrom the transition from LIBOR to alternative reference interest rates, but we will continue to monitor the impact of adopting this new standard. We plan to adopt the new standard January 1, 2019.transition until it is completed.
LeasesBusiness Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
In February 2016,October 2021, the FASB issued ASU No. 2016-02, Leases2021-08, Business Combinations (Topic 842)805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires the recognition of leaseentities to recognize and measure contract assets and leasecontract liabilities onacquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the balance sheet and disclosure of key information about leasing arrangements for both lessees and lessors.acquiree immediately before the acquisition date rather than at fair value. The new standard is effective January 1, 2019on a prospective basis for public companies,fiscal years beginning after December 15, 2022, with early adoption permitted. The new standard currently requires the application of a modified retrospective approach to the beginning of the earliest period presented in the financial statements. We are continuing to evaluate the expected impact to our consolidated financial statements and related disclosures. We plan to adoptadopted the new standard effective January 1, 2019.2022. The adoption of the new standard did not have an impact to our operating results, financial position, or cash flows.
Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard is effective for the Corporation on January 1, 2022 and only impacts annual financial statement footnote disclosures. Therefore, the adoption will not have a material effect on our consolidated financial statements.
Note 2 – Pending Acquisition of Aerojet Rocketdyne Holdings, Inc.
On December 20, 2020, we entered into an agreement to acquire Aerojet Rocketdyne Holdings, Inc. (Aerojet Rocketdyne) for $51.00 per share, which is net of a $5.00 per share special cash dividend Aerojet Rocketdyne paid to its stockholders on March 24, 2021. At the time of announcement, this represented a post-dividend equity value of approximately $4.6 billion, on a fully diluted as-converted basis, and a transaction value of approximately $4.4 billion after the assumption of Aerojet Rocketdyne’s then-projected net cash. If the transaction is completed, we expect to finance the acquisition primarily through new debt issuances. The transaction was approved by Aerojet Rocketdyne’s stockholders on March 9, 2021. As part of the regulatory review process of the transaction, on September 24, 2021, we and Aerojet Rocketdyne each certified substantial compliance with the Federal Trade Commission’s (FTC) requests for additional information, known as a “second request.” On January 11, 2022, the parties provided an updated notice of their intended closing date under their timing agreement with the FTC, whereby the parties agreed that they would not close the transaction before January 27, 2022, to enable the parties to discuss the scope and nature of the merchant supply and firewall commitments previously offered to the FTC by Lockheed Martin. We have been advised by the FTC that its concerns regarding the transaction cannot be addressed adequately by the terms of a consent order. We believe it is highly likely that the FTC will vote to sue to block the transaction and expect they will make a decision before January 27, 2022. If the FTC sues to block the transaction, we could elect to defend the lawsuit within 30 days or terminate the merger agreement. If the FTC does not file a lawsuit to block the transaction before January 27, 2022, the parties could proceed to close the transaction, but there is no assurance that the FTC would not file a lawsuit
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challenging the transaction after the closing since the parties have not reached agreement on the terms of a consent order. Under the terms of the merger agreement, either party may terminate the transaction if it has not closed on or before March 21, 2022.

Note 23 – Earnings Per Share
The weighted average number of shares outstanding used to compute earnings per common share were as follows (in millions):
  2017
 2016
 2015
Weighted average common shares outstanding for basic computations 287.8
 299.3
 310.3
Weighted average dilutive effect of equity awards 2.8
 3.8
 4.4
Weighted average common shares outstanding for diluted computations 290.6
 303.1
 314.7
202120202019
Weighted average common shares outstanding for basic computations276.4 280.0 282.0 
Weighted average dilutive effect of equity awards1.0 1.2 1.8 
Weighted average common shares outstanding for diluted computations277.4 281.2 283.8 
We compute basic and diluted earnings per common share by dividing net earnings by the respective weighted average number of common shares outstanding for the periods presented. Our calculation of diluted earnings per common share also includes the dilutive effects for the assumed vesting of outstanding restricted stock units (RSUs), and performance stock units (PSUs) and exercise of outstanding stock options based on the treasury stock method. Basic and diluted earnings per common share for 2021 reflects share repurchases. There were no significant anti-dilutive equity awards for the years ended December 31, 2017, 20162021, 2020 and 2015.2019.

Note 34 – AcquisitionsInformation on Business Segments
Overview
We operate in 4 business segments: Aeronautics, MFC, RMS and Divestitures
AcquisitionSpace. We organize our business segments based on the nature of Sikorsky Aircraft Corporation
On November 6, 2015, we completed the acquisition of Sikorsky from United Technologies Corporation (UTC)products and certain of UTC’s subsidiaries. The purchase priceservices offered. Following is a brief description of the acquisition was $9.0 billion, netactivities of cash acquired. As a result of the acquisition,our business segments:


Sikorsky became a wholly-owned subsidiary of ours. Sikorsky is a global company primarily engagedAeronautics – 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.
Missiles and Fire Control – Provides air and missile defense systems; tactical missiles and air-to-ground precision strike weapon systems; logistics; fire control systems; mission operations support, ofreadiness, engineering support and integration services; manned and unmanned ground vehicles; and energy management solutions.
Rotary and Mission Systems – Designs, manufactures, services and supports various military and commercial helicopters. Sikorsky’s products include military helicopters, such as the Black Hawk, Seahawk, CH-53K, H-92;surface ships, sea and commercial helicopters such as the S-76land-based missile defense systems, radar systems, sea and S-92. The acquisition enables us to extend our core business into the militaryair-based mission and commercial rotary wing markets, allowing us to strengthen our positioncombat systems, command and control mission solutions, cyber solutions, and simulation and training solutions.
Space – Engaged in the aerospaceresearch and defense industry. Further, this acquisition will expanddevelopment, design, engineering and production of satellites, space transportation systems, and strategic, advanced strike, and defensive systems. Space provides network-enabled situational awareness and integrates complex space and ground global systems to help our presencecustomers gather, analyze and securely distribute critical intelligence data. Space is also responsible for various classified systems and services in commercial and international markets. Sikorsky has been aligned under our RMS business segment.
To fund the $9.0 billion acquisition price, we utilized $6.0 billionsupport of proceeds borrowed under a temporary 364-day revolving credit facility (the 364-day Facility), $2.0 billion of cash on hand and $1.0 billion from the issuance of commercial paper. In the fourth quarter of 2015, we repaid all outstanding borrowings under the 364-day Facility with the proceeds from the issuance of $7.0 billion of fixed interest-rate long-term notes in a public offering (the November 2015 Notes). In the fourth quarter of 2015, we also repaid the $1.0 billion in commercial paper borrowings.
Allocation of Purchase Price to Assets Acquired and Liabilities Assumed
We accountedvital national security systems. Operating profit for the acquisition of Sikorsky as a business combination, which requires us to record the assets acquired and liabilities assumed at fair value. The amount by which the purchase price exceeds the fair value of the net assets acquired is recorded as goodwill.
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the refinements described in the previous paragraph (in millions):
Cash and cash equivalents$75
Receivables, net1,924
Inventories, net1,632
Other current assets46
Property, plant and equipment649
Goodwill2,842
Intangible assets: 
Customer programs3,184
Trademarks887
Other noncurrent assets572
Deferred income taxes, noncurrent256
Total identifiable assets and goodwill12,067
Accounts payable(565)
Customer advances and amounts in excess of costs incurred(1,197)
Salaries, benefits, and payroll taxes(105)
Other current liabilities(430)
Customer contractual obligations (a)
(507)
Other noncurrent liabilities(185)
Total liabilities assumed(2,989)
Total consideration$9,078
(a)
Recorded in other noncurrent liabilities on our consolidated balance sheets.
Intangible assets related to customer programs were recognized for each major helicopter and aftermarket program and represent the aggregate value associated with the customer relationships, contracts, technology and tradenames underlying the associated program. These intangible assets will be amortized on a straight-line basis over a weighted-average useful life of approximately 15 years. The useful life is based on a period of expected cash flows used to measure the fair value of each of the intangible assets.
Customer contractual obligations represent liabilities on certain development programs where the expected costs exceed the expected sales under contract. We measured these liabilities based on the price to transfer the obligation to a market participant at the measurement date, assuming that the liability will remain outstanding in the marketplace. Based on the estimated net cash outflows of the developmental programs plus a reasonable contracting profit margin required to transfer the contracts to market participants, we recorded assumed liabilities of $507 million. These liabilities will be liquidated in accordance with the underlying

economic pattern of the contractual obligations, as reflected by the estimated future net cash outflows incurred on the associated contracts. As of December 31, 2017, we recognized approximately $225 million in sales related to customer contractual obligations. As of December 31, 2017, the estimated liquidation of the customer contractual obligation is approximated as follows: $100 million in 2018, $55 million in 2019, $55 million in 2020, $55 million in 2021, $5 million in 2022 and $12 million thereafter.
The fair values of the assets acquired and liabilities assumed were determined using income, market and cost valuation methodologies. The fair value measurements were estimated using significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Accounting Standards Codification (ASC) 820, Fair Value Measurement. The income approach was primarily used to value the customer programs and trademarks intangible assets. The income approach indicates value for an asset or liability based on the present value of cash flow projected to be generated over the remaining economic life of the asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, remaining developmental effort, operational performance including company-specific synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows are adjusted to reflect the uncertainties associated with the underlying assumptions, as well as the risk profile of the net cash flows utilized in the valuation. The adjusted future cash flows are then discounted to present value using an appropriate discount rate. Projected cash flow is discounted at a required rate of return that reflects the relative risk of achieving the cash flows and the time value of money. The market approach is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities, or a group of assets and liabilities. Valuation techniques consistent with the market approach often use market multiples derived from a set of comparables. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used, as appropriate, for property, plant and equipment. The cost to replace a given asset reflects the estimated reproduction or replacement cost, less an allowance for loss in value due to depreciation.
The purchase price allocation resulted in the recognition of $2.8 billion of goodwill, all of which is expected to be amortizable for tax purposes. Substantially all of the goodwill was assigned to our RMS business. The goodwill recognized is attributable to expected revenue synergies generated by the integration of our products and technologies with those of Sikorsky, costs synergies resulting from the consolidation or elimination of certain functions, and intangible assets that do not qualify for separate recognition, such as the assembled workforce of Sikorsky.
Determining the fair value of assets acquired and liabilities assumed requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The cash flows employed in the DCF analyses are based on our best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, customer budgets, existing firm orders, expected future orders, contracts with suppliers, labor agreements, changes in working capital, long term business plans and recent operating performance. Use of different estimates and judgments could yield different results.
Impact to 2015 Financial Results
Sikorsky’s 2015 financial results have been included in our consolidated financial results only for the period from the November 6, 2015 acquisition date through December 31, 2015. As a result, our consolidated financial results for the year ended December 31, 2015 do not reflect a full year of Sikorsky’s results. From the November 6, 2015 acquisition date through December 31, 2015, Sikorsky generated net sales of approximately $400 million and operating loss of approximately $45 million, inclusive of intangible amortization and adjustments required to account for the acquisition.
We incurred approximately $38 million of non-recoverable transaction costs associated with the Sikorsky acquisition in 2015 that were expensed as incurred. These costs are included in other income, net on our consolidated statements of earnings. We also incurred approximately $48 million in costs associated with issuing the $7.0 billion November 2015 Notes used to repay all outstanding borrowings under the 364-day Facility used to finance the acquisition. The financing costs were recorded as a reduction of debt and will be amortized to interest expense over the term of the related debt.

Supplemental Pro Forma Financial Information (unaudited)
The following table presents summarized unaudited pro forma financial information as if Sikorsky had been included in our financial results for the entire year in 2015 (in millions):
Net sales   $45,366
Net earnings   3,534
Basic earnings per common share   11.39
Diluted earnings per common share   11.23
The unaudited supplemental pro forma financial data above has been calculated after applying our accounting policies and adjusting the historical results of Sikorsky with pro forma adjustments, net of tax, that assume the acquisition occurred on January 1, 2015. Significant pro forma adjustments include the recognition of additional amortization expense related to acquired intangible assets and additional interest expense related to the short-term debt used to finance the acquisition. These adjustments assume the application of fair value adjustments to intangibles and the debt issuance occurred on January 1, 2015 and are approximated as follows: amortization expense of $125 million and interest expense of $40 million. In addition, significant nonrecurring adjustments include the elimination of a $72 million pension curtailment loss, net of tax, recognized in 2015 and the elimination of a $58 million income tax charge related to historic earnings of foreign subsidiaries recognized by Sikorsky in 2015.
The unaudited supplemental pro forma financial information also reflects an increase in interest expense, net of tax, of approximately $110 million in 2015. The increase in interest expense is the result of assuming the November 2015 Notes were issued on January 1, 2015. Proceeds of the November 2015 Notes were used to repay all outstanding borrowings under the 364-day Facility used to finance a portion of the purchase price of Sikorsky, as contemplated at the date of acquisition.
The unaudited supplemental pro forma financial information does not reflect the realization of any expected ongoing cost or revenue synergies relating to the integration of the two companies. Further, the pro forma data should not be considered indicative of the results that would have occurred if the acquisition, related financing and associated notes issuance and repayment of the 364-day Facility had been consummated on January 1, 2015, nor are they indicative of future results.
Consolidation of AWE Management Limited
On August 24, 2016, we increased our ownership interest in the AWE joint venture, which operates the United Kingdom’s nuclear deterrent program, from 33% to 51%. At which time, we began consolidating AWE. Consequently, our operating results include 100% of AWE’s sales and 51% of its operating profit. Prior to increasing our ownership interest, we accounted for our investment in AWE using the equity method of accounting. Under the equity method, we recognized only 33% of AWE’s earnings or losses and no sales. Accordingly, prior to August 24, 2016, the date we obtained control, we recorded 33% of AWE’s net earnings in our operating results and subsequent to August 24, 2016, we recognized 100% of AWE’s sales and 51% of its operating profit.
We accounted for this transaction as a “step acquisition” (as defined by U.S. GAAP), which requires us to consolidate and record the assets and liabilities of AWE at fair value. Accordingly, we recorded intangible assets of $243 million related to customer relationships, $32 million of net liabilities, and noncontrolling interests of $107 million. The intangible assets are being amortized over a period of eight years in accordance with the underlying pattern of economic benefit reflected by the future net cash flows. In 2016, we recognized a non-cash net gain of $104 million associated with obtaining a controlling interest in AWE, which consisted of a $127 million pretax gain recognized in the operating results of our Space business segment also includes our share of earnings for our 50% ownership interest in ULA, which provides expendable launch services to the U.S. Government. Our investment in ULA totaled $585 million and $23$691 million of tax-related items at our corporate office. The gain represents the fair valueDecember 31, 2021 and 2020.
Selected Financial Data by Business Segment
Net sales of our 51% interestbusiness segments in AWE, less the carrying valuefollowing tables exclude intersegment sales as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment.





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Summary Operating Results
Sales and operating profit for each of our previously held investment in AWE and deferred taxes. The gain was recorded in other income, net on our consolidated statements of earnings. The fair value of AWE (including the intangible assets), our controlling interest, and the noncontrolling interests were determined using the income approach.
Divestiture of the Information Systems & Global Solutions Business
On August 16, 2016, we divested our former IS&GS business which merged with Leidos, in a Reverse Morris Trust transaction (the “Transaction”). The Transaction was completed in a multi-step process pursuant to which we initially contributed the IS&GS business to Abacus Innovations Corporation (Abacus), a wholly owned subsidiary of Lockheed Martin created to facilitate the Transaction, and the common stock of Abacus was distributed to participating Lockheed Martin stockholders through an exchange offer. Under the terms of the exchange offer, Lockheed Martin stockholders had the option to exchange shares of Lockheed Martin common stock for shares of Abacus common stock. At the conclusion of the exchange offer, all shares of Abacus common stock were exchanged for 9,369,694 shares of Lockheed Martin common stock held by Lockheed Martin stockholders that elected to participate in the exchange. The shares of Lockheed Martin common stock that were exchanged and accepted were retired, reducing the number of shares of our common stock outstanding by approximately 3%. Following the exchange offer, Abacus merged with

a subsidiary of Leidos, with Abacus continuing as the surviving corporation and a wholly-owned subsidiary of Leidos. As part of the merger, each share of Abacus common stock was automatically converted into one share of Leidos common stock. We did not receive any shares of Leidos common stock as part of the Transaction and do not hold any shares of Leidos or Abacus common stock following the Transaction. Based on an opinion of outside tax counsel, subject to customary qualifications and based on factual representations, the exchange offer and merger will qualify as tax-free transactions to Lockheed Martin and its stockholders, except to the extent that cash was paid to Lockheed Martin stockholders in lieu of fractional shares.
In connection with the Transaction, Abacus borrowed an aggregate principal amount of approximately $1.84 billion under term loan facilities with third party financial institutions, the proceeds of which were used to make a one-time special cash payment of $1.80 billion to Lockheed Martin and to pay associated borrowing fees and expenses. The entire special cash payment was used to repay debt, pay dividends and repurchase stock during the third and fourth quarters of 2016. The obligations under the Abacus term loan facilities were guaranteed by Leidos as part of the Transaction.
As a result of the Transaction, we recognized a net gain of approximately $1.3 billion, including $1.2 billion recognized in 2016. The net gain represents the $2.5 billion fair value of the shares of Lockheed Martin common stock exchanged and retired as part of the exchange offer, plus the $1.8 billion one-time special cash payment, less the net book value of the IS&GS business of about $3.0 billion at August 16, 2016 and other adjustments of about $100 million. During the fourth quarter of 2017, we recognized an additional gain of $73 million, which reflects certain post-closing adjustments, including certain tax adjustments and the final determination of net working capital.
We classified the operating results of our former IS&GS business as discontinued operations in our consolidated financial statements in accordance with U.S. GAAP, as the divestiture of this business represented a strategic shift that had a major effect on our operations and financial results. However, the cash flows generated by the IS&GS business have not been reclassified in our consolidated statements of cash flows as we retained this cash as part of the Transaction.
The operating results of the IS&GS business that have been reflected within net earnings from discontinued operations for the years ended December 31, 2016 and 2015 are as follows (in millions):
  2016
(a) 
2015
Net sales $3,410
 $5,596
Cost of sales (2,953) (4,868)
Severance charges (19) (20)
Gross profit 438
 708
Other income, net 16
 16
Operating profit 454
 724
Earnings from discontinued operations before income taxes 454
 724
Income tax expense (147) (245)
Net gain on divestiture of discontinued operations 1,242
 
Net earnings from discontinued operations $1,549
 $479
(a)
Operating results for the year ended December 31, 2016 reflect operating results prior to the August 16, 2016 divestiture date.
The operating results of the IS&GS business reported as discontinued operations are different than the results previously reported for the IS&GS business segment. Results reported within net earnings from discontinued operations only include costs that were directly attributable to the IS&GS business and exclude certain corporate overhead costs that were previously allocated to the IS&GS business. As a result, we reclassified $82 million in 2016 and $165 million in 2015 of corporate overhead costs from the IS&GS business to other unallocated, net on our consolidated statements of earnings.
Additionally, we retained all assets and obligations related to the pension benefits earned by former IS&GS business salaried employees through the date of divestiture. Therefore, the non-service portion of net pension costs (e.g., interest cost, actuarial gains and losses and expected return on plan assets) for these plans have been reclassified from the operating results of the IS&GS business segment and reported as a reduction to the FAS/CAS pension adjustment. These net pension costs were $54 million and $71 million for the years ended December 31, 2016 and 2015. The service portion of net pension costs related to IS&GS business’s salaried employees that transferred to Leidos were included in the operating results of the IS&GS business classified as discontinued operations because such costs are no longer incurred by us.
Significant severance charges related to the IS&GS business were historically recorded at the Lockheed Martin corporate office. These charges have been reclassified into the operating results of the IS&GS business, classified as discontinued operations,

and excluded from the operating results of our continuing operations. The amount of severance charges reclassified were $19 million in 2016 and $20 million in 2015.
In connection with the Transaction, Lockheed Martin retained certain liabilities, including liabilities associated with the New York Metropolitan Transportation Authority and its Capital Construction Company (collectively, the MTA) litigation discussed in “Note 14 - Legal Proceedings, Commitments and Contingencies,” and has indemnified Abacus and Leidos in connection with other liabilities associated with the IS&GS business, including certain liabilities associated with ongoing investigations by the Department of Energy and the Department of Justice (DOJ) relating to the IS&GS business’s involvement in the Mission Support Alliance, LLC (MSA) joint venture that manages and operates the Hanford Nuclear site for the Department of Energy. The DOJ has issued a number of Civil Investigative Demands to MSA, Lockheed Martin and the subsidiary of Lockheed Martin that performed information technology services for MSA, as well as current and former employees of each of these entities, and is continuing its False Claims Act investigation into matters involving MSA and the IS&GS business. The DOJ also is conducting a parallel criminal investigation. The investigations relate primarily to certain information technology services performed by a subsidiary of Lockheed Martin under a fixed price/fixed unit rate subcontract to MSA. In the event that the DOJ were to pursue a claim in connection with the ongoing MSA investigation, through the indemnification provisions agreed to as part of the Transaction, Lockheed Martin and Leidos have allocated liabilities between themselves.
Financial information related to cash flows generated by the IS&GS business, such as depreciation and amortization, capital expenditures, and other non-cash items, included in our consolidated statements of cash flows for the years ended December 31, 2016 and 2015 were not significant.
Other Divestitures
During 2016, we completed the sale of our Lockheed Martin Commercial Flight Training (LMCFT) business, which was classified as held for sale in the fourth quarter of 2015. Other, net in 2015 includes a non-cash asset impairment charge of approximately $90 million. This charge was partially offset by a net deferred tax benefit of about $80 million, which is recorded in income tax expense. The net impact reduced net earnings by about $10 million. LMCFT’s financial results are not material and there was no significant impact on our consolidated financial results as a result of completing the sale of our LMCFT business. Accordingly, LMCFT’s financial results are not classified in discontinued operations.
Note 4 – Goodwill and Acquired Intangibles
Changes in the carrying amount of goodwill by segmentsegments were as follows (in millions):
202120202019
Net sales
Aeronautics$26,748 $26,266 $23,693 
Missiles and Fire Control11,693 11,257 10,131 
Rotary and Mission Systems16,789 15,995 15,128 
Space11,814 11,880 10,860 
Total net sales$67,044 $65,398 $59,812 
Operating profit
Aeronautics$2,799 $2,843 $2,521 
Missiles and Fire Control1,648 1,545 1,441 
Rotary and Mission Systems1,798 1,615 1,421 
Space1,134 1,149 1,191 
Total business segment operating profit7,379 7,152 6,574 
Unallocated items
     FAS/CAS operating adjustment1,960 1,876 2,049 
Stock-based compensation(227)(221)(189)
     Severance and restructuring charges (a)
(36)(27)— 
Other, net (b)
47 (136)111 
Total unallocated, net1,744 1,492 1,971 
Total consolidated operating profit$9,123 $8,644 $8,545 
(a)Severance and restructuring includes a $36 million ($28 million, or $0.10 per share, after-tax) charge during 2021 associated with plans to close and consolidate certain facilities and reduce total workforce within our RMS business segment; and a $27 million ($21 million, or $0.08 per share, after-tax) charge during 2020 related to the planned elimination of certain positions primarily at our corporate functions.
(b)Other, net in 2020 includes a noncash impairment charge of $128 million recognized in the second quarter of 2020 on our investment in the international equity method investee, AMMROC, which decreased net earnings from continuing operations by $96 million. Other, net in 2019 includes a previously deferred non-cash gain of $51 million related to properties sold in 2015 as a result of completing our remaining obligations and a gain of $34 million for the sale of our Distributed Energy Solutions business. (See “Note 1 – Organization and Significant Accounting Policies”).

Unallocated Items

Business segment operating profit also excludes the FAS/CAS operating adjustment, a portion of corporate costs not considered allowable or allocable to contracts with the U.S. Government under the applicable U.S. Government cost accounting standards (CAS) or federal acquisition regulations (FAR), and other items not considered part of management’s evaluation of segment operating performance such as a portion of management and administration costs, legal fees and settlements, environmental costs, stock-based compensation expense, retiree benefits, significant severance actions, significant asset impairments, gains or losses from divestitures, and other miscellaneous corporate activities. Excluded items are included in the reconciling item “Unallocated items” between operating profit from our business segments and our consolidated operating profit. However, business segment operating profit includes our share of earnings or losses from equity method investees as the operating activities of the equity method investees are closely aligned with the operations of our business segments. See “Note 1 – Organization and Significant Accounting Policies” (under the caption “Use of Estimates”) for a discussion related to certain factors that may impact the comparability of net sales and operating profit of our business segments.

82


  Aeronautics
 MFC
 RMS
 Space
 Total
Balance at December 31, 2015 $171
 $2,198
 $6,738
 $1,588
 $10,695
Purchase accounting adjustments 
 
 78
 
 78
Other 
 62
 (68) (3) (9)
Balance at December 31, 2016 171
 2,260
 6,748
 1,585
 10,764
Other 
 5
 36
 2
 43
Balance at December 31, 2017 $171
 $2,265
 $6,784
 $1,587
 $10,807
FAS/CAS Operating Adjustment

Our business segments’ results of operations include pension expense only as calculated under U.S. Government Cost Accounting Standards (CAS), which we refer to as CAS pension cost. We recover CAS pension and other postretirement benefit plan cost through the pricing of our products and services on U.S. Government contracts and, therefore, recognize CAS pension cost in each of our business segment’s net sales and cost of sales. Our consolidated financial statements must present FAS pension and other postretirement benefit plan income calculated in accordance with FAS requirements under U.S. GAAP. The operating portion of the net FAS/CAS pension adjustment represents the difference between the service cost component of FAS pension (expense) income and total CAS pension cost. The non-service FAS pension (expense) income components are included in non-service FAS pension (expense) income in our consolidated statements of earnings. As a result, to the extent that CAS pension cost exceeds the service cost component of FAS pension (expense) income, we have a favorable FAS/CAS operating adjustment.

Our total net FAS/CAS pension adjustments, including the service and non-service cost components of FAS pension (expense) income for our qualified defined benefit pension plans, were as follows (in millions):
202120202019
Total FAS (expense) income and CAS costs
FAS pension (expense) income$(1,398)$118 $(1,093)
Less: CAS pension cost2,066 1,977 2,565 
Net FAS/CAS pension adjustment$668 $2,095 $1,472 
Service and non-service cost reconciliation
FAS pension service cost$(106)$(101)$(516)
Less: CAS pension cost2,066 1,977 2,565 
FAS/CAS operating adjustment1,960 1,876 2,049 
Non-service FAS pension (expense) income(1,292)219 (577)
Net FAS/CAS pension adjustment$668 $2,095 $1,472 
The decrease in the net FAS/CAS pension adjustment in 2021 was principally driven by a noncash, non-operating pension settlement charge of $1.7 billion ($1.3 billion, or $4.72 per share, after-tax) in connection with the transfer of $4.9 billion of our gross carrying amountsdefined benefit pension obligations and accumulatedrelated plan assets to an insurance company on August 3, 2021. See “Note 12 – Postretirement Benefit Plans” included in our Notes to Consolidated Financial Statements.
Intersegment Sales
Sales between our business segments are excluded from our consolidated and segment operating results as these activities are eliminated in consolidation. Intersegment sales for each of our business segments were as follows (in millions):
202120202019
Intersegment sales
Aeronautics$219 $243 $217 
Missiles and Fire Control618 562 515 
Rotary and Mission Systems1,895 1,903 1,872 
Space360 377 352 
Total intersegment sales$3,092 $3,085 $2,956 
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Dissaggregation of Net Sales
Net sales by total products and services, contract type, customer category and geographic region for each of our business segments were as follows (in millions):
2021
AeronauticsMFCRMSSpaceTotal
Net sales
Products$22,631 $10,269 $13,483 $10,052 $56,435 
Services4,117 1,424 3,306 1,762 10,609 
Total net sales$26,748 $11,693 $16,789 $11,814 $67,044 
Net sales by contract type
Fixed-price$19,734 $8,079 $11,125 $2,671 $41,609 
Cost-reimbursable7,014 3,614 5,664 9,143 25,435 
Total net sales$26,748 $11,693 $16,789 $11,814 $67,044 
Net sales by customer
U.S. Government$17,262 $8,341 $11,736 $10,811 $48,150 
International (a)
9,403 3,346 4,719 971 18,439 
U.S. commercial and other83 6 334 32 455 
Total net sales$26,748 $11,693 $16,789 $11,814 $67,044 
Net sales by geographic region
United States$17,345 $8,347 $12,070 $10,843 $48,605 
Europe3,973 910 909 968 6,760 
Asia Pacific3,644 292 2,178 (6)6,108 
Middle East1,351 2,066 827 9 4,253 
Other435 78 805  1,318 
Total net sales$26,748 $11,693 $16,789 $11,814 $67,044 
2020
AeronauticsMFCRMSSpaceTotal
Net sales
Products$22,327 $9,804 $12,748 $10,049 $54,928 
Services3,939 1,453 3,247 1,831 10,470 
Total net sales$26,266 $11,257 $15,995 $11,880 $65,398 
Net sales by contract type
Fixed-price$18,477 $7,587 $10,795 $2,247 $39,106 
Cost-reimbursable7,789 3,670 5,200 9,633 26,292 
Total net sales$26,266 $11,257 $15,995 $11,880 $65,398 
Net sales by customer
U.S. Government$18,175 $8,404 $11,596 $10,293 $48,468 
International (a)
8,012 2,842 3,986 1,546 16,386 
U.S. commercial and other79 11 413 41 544 
Total net sales$26,266 $11,257 $15,995 $11,880 $65,398 
Net sales by geographic region
United States$18,254 $8,415 $12,009 $10,334 $49,012 
Europe3,283 767 806 1,478 6,334 
Asia Pacific3,162 280 1,666 68 5,176 
Middle East1,344 1,749 847 — 3,940 
Other223 46 667 — 936 
Total net sales$26,266 $11,257 $15,995 $11,880 $65,398 
(a)International sales include FMS contracted through the U.S. Government, direct commercial sales with international governments and commercial and other sales to international customers.
84


2019
AeronauticsMFCRMSSpaceTotal
Net sales
Products$20,319 $8,424 $12,206 $9,104 $50,053 
Services3,374 1,707 2,922 1,756 9,759 
Total net sales$23,693 $10,131 $15,128 $10,860 $59,812 
Net sales by contract type
Fixed-price$17,239 $6,449 $10,382 $2,135 $36,205 
Cost-reimbursable6,454 3,682 4,746 8,725 23,607 
Total net sales$23,693 $10,131 $15,128 $10,860 $59,812 
Net sales by customer
U.S. Government$14,776 $7,524 $10,803 $9,322 $42,425 
International (a)
8,733 2,465 3,822 1,511 16,531 
U.S. commercial and other184 142 503 27 856 
Total net sales$23,693 $10,131 $15,128 $10,860 $59,812 
Net sales by geographic region
United States$14,960 $7,666 $11,306 $9,349 $43,281 
Europe3,224 516 769 1,419 5,928 
Asia Pacific3,882 420 1,451 73 5,826 
Middle East1,465 1,481 979 19 3,944 
Other162 48 623 — 833 
Total net sales$23,693 $10,131 $15,128 $10,860 $59,812 
(a)International sales include FMS contracted through the U.S. Government, direct commercial sales with international governments and commercial and other sales to international customers.
Our Aeronautics business segment includes our largest program, the F-35 Lightning II Joint Strike Fighter, an international multi-role, multi-variant, stealth fighter aircraft. Net sales for the F-35 program represented approximately 27% of our consolidated net sales during 2021, 28% during 2020 and 27% during 2019.
Capital Expenditures, PP&E Depreciation and Software Amortization, and Amortization of Purchased Intangibles
202120202019
Capital expenditures
Aeronautics$477 $534 $526 
Missiles and Fire Control304 391 300 
Rotary and Mission Systems279 311 272 
Space305 403 258 
Total business segment capital expenditures1,365 1,639 1,356 
Corporate activities157 127 128 
Total capital expenditures$1,522 $1,766 $1,484 
PP&E depreciation and software amortization (a)
Aeronautics$348 $348 $318 
Missiles and Fire Control153 136 122 
Rotary and Mission Systems250 244 232 
Space205 182 164 
Total business segment depreciation and amortization956 910 836 
Corporate activities123 109 70 
Total depreciation and amortization$1,079 $1,019 $906 
Amortization of purchased intangibles
Aeronautics$1 $— $— 
Missiles and Fire Control2 
Rotary and Mission Systems232 232 232 
Space50 37 50 
Total amortization of purchased intangibles$285 $271 $284 
(a)Excludes amortization of purchased intangibles.

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Assets

Total assets for each of our acquired intangiblebusiness segments were as follows (in millions):
20212020
Assets
Aeronautics$10,756 $9,903 
Missiles and Fire Control5,243 4,966 
Rotary and Mission Systems17,664 18,035 
Space6,199 6,451 
Total business segment assets39,862 39,355 
Corporate assets (a)
11,011 11,355 
Total assets$50,873 $50,710 
(a)Corporate assets primarily include cash and cash equivalents, deferred income taxes, assets for the portion of certain environmental costs that are probable of future recovery, and investments. Substantially all of our operating assets are located in the U.S.

Note 5 – Receivables, net, Contract Assets and Contract Liabilities
Receivables, net, contract assets and contract liabilities were as follows (in millions):
20212020
Receivables, net$1,963 $1,978 
Contract assets10,579 9,545 
Contract liabilities8,107 7,545 
Receivables, net consist of approximately $1.3 billion from the U.S. Government and $708 million from other governments and commercial customers as of December 31, 2021. Substantially all accounts receivable at December 31, 2021 are expected to be collected in 2022. We do not believe we have significant exposure to credit risk as the majority of our accounts receivable are due from the U.S. Government either as the ultimate customer or in connection with foreign military sales.
Contract assets are net of progress payments and performance based payments from our customers as well as advance payments from non-U.S. Government customers totaling approximately $43.9 billion and $39.7 billion as of December 31, 2021 and 2020. Contract assets increased $1.0 billion during 2021, primarily due to the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations during 2021 for which we have not yet billed our customers. There were no significant impairment losses related to our contract assets during 2021 and 2020. We expect to bill our customers for the majority of the December 31, 2021 contract assets during 2022.
Contract liabilities increased $562 million during 2021, primarily due to payments received in excess of revenue recognized on these performance obligations. During 2021, we recognized $4.5 billion of our contract liabilities at December 31, 2020 as revenue. During 2020, we recognized $4.0 billion of our contract liabilities at December 31, 2019 as revenue. During 2019, we recognized $3.9 billion of our contract liabilities at December 31, 2018 as revenue.

Note 6 – Inventories
Inventories consisted of the following (in millions):
20212020
Materials, spares and supplies$624 $612 
Work-in-process2,163 2,693 
Finished goods194 240 
Total inventories$2,981 $3,545 
  2017  2016
  
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
  
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Finite-Lived:             
Customer programs $3,184
 $(503) $2,681
  $3,184
 $(273) $2,911
Customer relationships 352
 (140) 212
  359
 (92) 267
Other 71
 (54) 17
  111
 (83) 28
Total finite-lived intangibles 3,607
 (697) 2,910
  3,654
 (448) 3,206
Indefinite-Lived:             
Trademarks 887
 
 887
  887
 
 887
Total acquired intangibles $4,494
 $(697) $3,797
  $4,541
 $(448) $4,093

Acquired finite-lived intangible assetsCosts incurred to fulfill a contract in advance of the contract being awarded are amortizedincluded in inventories as work-in-process if we determine that those costs relate directly to expense primarily on a straight-line basis overcontract or to an anticipated contract that we can specifically identify and contract award is probable, the following estimated useful lives:costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs). Pre-contract costs that are initially capitalized in inventory are generally recognized as cost of sales consistent with the transfer of products and services to the customer programs, from nine to 20 years; customer relationships, from four to 10 years;upon the receipt of the anticipated contract. All other pre-contract costs, including start-up costs, are expensed as incurred. As of December 31, 2021 and other intangibles, from three to 10 years.
Amortization expense for acquired finite-lived intangible assets was $312 million, $2842020, $634 million and $68$583 million of pre-contract costs were included in 2017, 2016 and 2015. Estimated future amortization expense is as follows: $296 million in 2018; $285 million in 2019; $263 million in 2020; $256 million in 2021; $253 million in 2022 and $1.6 billion thereafter.inventories.
86



Note 5 – Information on Business Segments
We operate in four business segments: Aeronautics, MFC, RMS and Space. We organize our business segments based on the nature of the products and services offered. Following is a brief description of the activities of our business segments:
Aeronautics – 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.
Missiles and Fire Control – Provides air and missile defense systems; tactical missiles and air-to-ground precision strike weapon systems; logistics; fire control systems; mission operations support, readiness, engineering support and integration services; manned and unmanned ground vehicles; and energy management solutions.
Rotary and Mission Systems – Provides design, manufacture, service and support for a variety of military and civil helicopters; ship and submarine mission and combat systems; mission systems and sensors for rotary and fixed-wing aircraft; sea and land-based missile defense systems; radar systems; the Littoral Combat Ship; simulation and training services; and unmanned systems and technologies. In addition, RMS supports the needs of customers in cybersecurity and delivers communications and command and control capability through complex mission solutions for defense applications. The 2015 results of the acquired Sikorsky business have been included in our consolidated results of operations from the November 6, 2015 acquisition date through December 31, 2015. Accordingly, the consolidated results of operations for the year ended December 31, 2015 do not reflect a full year of Sikorsky operations.
Space – Engaged in the research and development, design, engineering and production of satellites, strategic and defensive missile systems and space transportation systems. Space provides network-enabled situational awareness and integrates complex space and ground-based global systems to help our customers gather, analyze and securely distribute critical intelligence data. Space is also responsible for various classified systems and services in support of vital national security systems. Prior to August 24, 2016, the date we obtained control of AWE we accounted for the venture using the equity method of accounting with 33% of AWE’s earnings or losses recognized by Space. Subsequent to August 24, 2016, we obtained control of AWE and 100% of AWE’s sales and 51% of AWE’s earnings have been included in our consolidated results of operations. Accordingly, the consolidated results of operations for the year ended December 31, 2016 do not reflect a full year of AWE operations. Operating profit for our Space business segment also includes our share of earnings for our investment in ULA, which provides expendable launch services to the U.S. Government.
The financial information in the following tables includes the results of businesses we have acquired from their respective dates of acquisition and excludes businesses included in discontinued operations (see “Note 3 – Acquisitions and Divestitures”) for all years presented. Net sales of our business segments exclude intersegment sales as these activities are eliminated in consolidation.
Operating profit of our business segments includes our share of earnings or losses from equity method investees as the operating activities of the equity method investees are closely aligned with the operations of our business segments. ULA, results of which are included in our Space business segment, is our primary equity method investee. Operating profit of our business segments excludes the FAS/CAS pension adjustment described below; expense for stock-based compensation; the effects of items not considered part of management’s evaluation of segment operating performance, such as charges related to significant severance actions (see “Note 15 – Restructuring Charges”) and goodwill impairments; gains or losses from significant divestitures; the effects of certain legal settlements; corporate costs not allocated to our business segments; and other miscellaneous corporate activities. These items are included in the reconciling item “Unallocated items” between operating profit from our business segments and our consolidated operating profit. See “Note 1 – Significant Accounting Policies” (under the caption “Use of Estimates”) for a discussion related to certain factors that may impact the comparability of net sales and operating profit of our business segments.
Our business segments’ results of operations include pension expense only as calculated under U.S. Government Cost Accounting Standards (CAS), which we refer to as CAS pension cost. We recover CAS pension cost through the pricing of our products and services on U.S. Government contracts and, therefore, the CAS pension cost is recognized in each of our business segments’ net sales and cost of sales. Since our consolidated financial statements must present pension expense calculated in

accordance with the financial accounting standards (FAS) requirements under GAAP, which we refer to as FAS pension expense, the FAS/CAS pension adjustment increases or decreases the CAS pension cost recorded in our business segments’ results of operations to equal the FAS pension expense.
Selected Financial Data by Business Segment
Summary operating results for each of our business segments were as follows (in millions):
  2017
 2016
 2015
Net sales      
Aeronautics $20,148
 $17,769
 $15,570
Missiles and Fire Control 7,212
 6,608
 6,770
Rotary and Mission Systems 14,215
 13,462
 9,091
Space 9,473
 9,409
 9,105
Total net sales $51,048
 $47,248
 $40,536
Operating profit      
Aeronautics $2,164
 $1,887
 $1,681
Missiles and Fire Control 1,053
 1,018
 1,282
Rotary and Mission Systems 905
 906
 844
Space (a)
 993
 1,289
 1,171
Total business segment operating profit 5,115
 5,100
 4,978
Unallocated items      
FAS/CAS pension adjustment      
FAS pension expense (b)(c)
 (1,372) (1,019) (1,127)
Less: CAS pension cost (b)(c)
 2,248
 1,921
 1,527
FAS/CAS pension adjustment 876
 902
 400
Severance charges (b)(d)
 
 (80) (82)
Stock-based compensation (158) (149) (133)
Other, net (e)(f)
 88
 (224) (451)
Total unallocated, net 806
 449
 (266)
Total consolidated operating profit $5,921
 $5,549
 $4,712
(a)
On August 24, 2016, our ownership interest in the AWE joint venture increased from 33% to 51% and we were required to change our accounting for this investment from the equity method to consolidation. As a result of the increased ownership interest, we recognized a non-cash gain of $127 million at our Space business segment, which increased net earnings from continuing operations by $104 million ($0.34 per share) in 2016. See “Note 3 – Acquisitions and Divestitures for more information.
(b)
FAS pension expense, CAS pension costs and severance charges reflect the reclassification for discontinued operations presentation of benefits related to former IS&GS salaried employees (see “Note 11 – Postretirement Benefit Plans).
(c)
The higher FAS expense in 2017 is primarily due to a lower discount rate and lower expected long-term rate of return on plan assets in 2017 versus 2016. The higher CAS pension cost primarily reflects the impact of phasing in CAS Harmonization (see “Note 11 – Postretirement Benefit Plans).
(d)
See “Note 15 – Restructuring Charges” for information on charges related to certain severance actions at our business segments. Severance charges for initiatives that are not significant are included in business segment operating profit.
(e)
Other, net in 2017 includes a previously deferred non-cash gain of $198 million related to properties sold in 2015 as a result of completing our remaining obligations (see “Note 8 – Property, Plant and Equipment, net”) and a $64 million charge, which represents our portion of a non-cash asset impairment charge recorded by our equity method investee, AMMROC (see “Note 1 – Significant Accounting Policies”).
(f)
Other, net in 2015 includes a non-cash asset impairment charge of approximately $90 million related to our decision in 2015 to divest our LMCFT business (see “Note 3 – Acquisitions and Divestitures). This charge was partially offset by a net deferred tax benefit of about $80 million, which is recorded in income tax expense. The net impact reduced net earnings by about $10 million. Additionally other, net in 2015 includes approximately $38 million of non-recoverable transaction costs associated with the acquisition of Sikorsky.

Selected Financial Data by Business Segment (continued)
  2017
 2016
 2015
Intersegment sales      
Aeronautics $122
 $137
 $102
Missiles and Fire Control 366
 305
 315
Rotary and Mission Systems 2,009
 1,816
 1,533
Space 111
 110
 146
Total intersegment sales $2,608
 $2,368
 $2,096
Depreciation and amortization      
Aeronautics $311
 $299
 $317
Missiles and Fire Control 99
 105
 99
Rotary and Mission Systems 468
 476
 211
Space 245
 212
 220
Total business segment depreciation and amortization 1,123
 1,092
 847
Corporate activities 72
 75
 98
Total depreciation and amortization (a)
 $1,195
 $1,167
 $945
Capital expenditures      
Aeronautics $371
 $358
 $387
Missiles and Fire Control 156
 167
 120
Rotary and Mission Systems 308
 271
 169
Space 179
 183
 172
Total business segment capital expenditures 1,014
 979
 848
Corporate activities 163
 75
 60
Total capital expenditures (b)
 $1,177
 $1,054
 $908
(a)
Total depreciation and amortization in the table above excludes $48 million and $81 million for the years ended December 31, 2016 and 2015 related to the former IS&GS business segment. These amounts are included in depreciation and amortization in our consolidated statements of cash flows as we did not reclassify our cash flows to exclude the IS&GS business segment. See “Note 3 – Acquisitions and Divestitures” for more information.
(b)
Total capital expenditures in the table above excludes $9 million and $31 million for the years ended December 31, 2016 and 2015 related to the former IS&GS business segment. These amounts are included in capital expenditures in our consolidated statements of cash flows as we did not reclassify our cash flows to exclude the IS&GS business segment. See “Note 3 – Acquisitions and Divestitures” for more information.

Selected Financial Data by Business Segment (continued)
Net Sales by Customer Category
Net sales by customer category were as follows (in millions):
  2017
 2016
 2015
U.S. Government      
Aeronautics $12,753
 $11,714
 $11,195
Missiles and Fire Control 4,640
 4,026
 4,150
Rotary and Mission Systems 9,834
 9,187
 6,961
Space 8,097
 8,543
 8,845
Total U.S. Government net sales $35,324
 $33,470
 $31,151
International (a)
      
Aeronautics $7,307
 $5,973
 $4,328
Missiles and Fire Control 2,423
 2,444
 2,449
Rotary and Mission Systems 4,006
 3,798
 2,016
Space 1,305
 488
 218
Total international net sales $15,041
 $12,703
 $9,011
U.S. Commercial and Other      
Aeronautics $88
 $82
 $47
Missiles and Fire Control 149
 138
 171
Rotary and Mission Systems 375
 477
 114
Space 71
 378
 42
Total U.S. commercial and other net sales $683
 $1,075
 $374
Total net sales $51,048
 $47,248
 $40,536
(a)
International sales include foreign military sales contracted through the U.S. Government, direct commercial sales with international governments and commercial and other sales to international customers.
Our Aeronautics business segment includes our largest program, the F-35 Lightning II Joint Strike Fighter, an international multi-role, multi-variant, stealth fighter aircraft. Net sales for the F-35 program represented approximately 25% of our total consolidated net sales during 2017, and 23% during both 2016 and 2015.
Total assets and customer advances and amounts in excess of costs incurred for each of our business segments were as follows (in millions):
  2017
 2016
Assets (a)
    
Aeronautics $7,903
 $7,896
Missiles and Fire Control 4,395
 4,000
Rotary and Mission Systems 18,235
 18,367
Space 5,236
 5,250
Total business segment assets 35,769
 35,513
Corporate assets (b)
 10,752
 12,293
Total assets $46,521
 $47,806
Customer advances and amounts in excess of costs incurred    
Aeronautics $2,752
 $2,133
Missiles and Fire Control 1,268
 1,517
Rotary and Mission Systems 2,288
 2,590
Space 444
 536
Total customer advances and amounts in excess of costs incurred $6,752
 $6,776
(a)
We have no long-lived assets with material carrying values located in foreign countries.
(b)
Corporate assets primarily include cash and cash equivalents, deferred income taxes, environmental receivables and investments held in a separate trust.

Note 6 – Receivables, net
Receivables, net consisted of the following (in millions):
  2017
 2016
U.S. Government    
Amounts billed $1,433
 $792
Unbilled costs and accrued profits 6,337
 6,877
Less: customer advances and progress payments (1,042) (1,346)
Total U.S. Government receivables, net 6,728
 6,323
Other governments and commercial    
Amounts billed 687
 546
Unbilled costs and accrued profits 1,651
 1,847
Less: customer advances (463) (514)
Total other governments and commercial receivables, net 1,875
 1,879
Total receivables, net $8,603
 $8,202
We expect to bill our customers for the majority of the December 31, 2017 unbilled costs and accrued profits during 2018.
Note 7 – Inventories, net
Inventories, net consisted of the following (in millions):
  2017
 2016
Work-in-process, primarily related to long-term contracts and programs in progress $6,510
 $7,864
Spare parts, used aircraft and general stock materials 811
 833
Other inventories 1,134
 719
Total inventories 8,455
 9,416
Less: customer advances and progress payments (3,968) (4,746)
Total inventories, net $4,487
 $4,670
Work-in-process inventories at December 31, 2017 and 2016 included general and administrative costs of $509 million and $529 million. General and administrative costs incurred and recorded in inventories totaled $3.5 billion in 2017, $3.3 billion in 2016 and $2.7 billion in 2015. General and administrative costs charged to cost of sales from inventories totaled $3.5 billion in 2017, $3.3 billion in 2016 and $2.8 billion in 2015.
Note 8 – Property, Plant and Equipment, net
Property, plant and equipment, net consisted of the following (in millions):
20212020
Land$144 $142 
Buildings8,003 7,425 
Machinery and equipment9,053 8,661 
Construction in progress1,900 1,921 
Total property, plant and equipment19,100 18,149 
Less: accumulated depreciation(11,503)(10,936)
Total property, plant and equipment, net$7,597 $7,213 

Note 8 – Goodwill and Acquired Intangibles
Changes in the carrying amount of goodwill by business segment were as follows (in millions):
AeronauticsMFCRMSSpaceTotal
Balance at December 31, 2019$171 $2,089 $6,758 $1,586 $10,604 
Acquisitions16 — — 173 189 
Other 10 13 
Balance at December 31, 2020187 2,091 6,768 1,760 10,806 
Acquisitions   17 17 
Other (1)(9) (10)
Balance at December 31, 2021$187 $2,090 $6,759 $1,777 $10,813 
The gross carrying amounts and accumulated amortization of our acquired intangible assets consisted of the following (in millions):
 20212020
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Finite-Lived:
Customer programs$3,184 $(1,431)$1,753 $3,184 $(1,199)$1,985 
Customer relationships120 (96)24 366 (287)79 
Other76 (34)42 85 (24)61 
Total finite-lived intangibles3,380 (1,561)1,819 3,635 (1,510)2,125 
Indefinite-Lived:
Trademark887  887 887 — 887 
Total acquired intangibles$4,267 $(1,561)$2,706 $4,522 $(1,510)$3,012 
Acquired finite-lived intangible assets are amortized to expense primarily on a straight-line basis over the following estimated useful lives: customer programs from nine to 20 years; customer relationships from four to 10 years; and other intangibles assets from three to 10 years.
Amortization expense for acquired finite-lived intangible assets was $285 million, $271 million and $284 million in 2021, 2020 and 2019. Estimated future amortization expense is as follows: $248 million in 2022; $246 million in 2023; $243 million in 2024; $221 million in 2025; and $154 million in 2026.





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  2017
 2016
Land $131
 $127
Buildings 6,401
 6,385
Machinery and equipment 7,624
 7,389
Construction in progress 1,205
 976
Total property, plant and equipment 15,361
 14,877
Less: accumulated depreciation and amortization (9,586) (9,328)
Total property, plant and equipment, net $5,775
 $5,549

Land SalesNote 9 – Leases
During the fourth quarterWe generally enter into operating lease agreements for facilities, land and equipment. Our ROU operating lease assets were $1.3 billion at December 31, 2021. Operating lease liabilities were $1.4 billion, of 2017,which $1.1 billion were classified as noncurrent, at December 31, 2021. New ROU operating lease assets and liabilities entered into during 2021 were $473 million. The weighted average remaining lease term and discount rate for our operating leases were approximately 8.9 years and 2% at December 31, 2021.

We recognized operating lease expense of $275 million, $223 million and $239 million in 2021, 2020 and 2019. In addition, we recognized a previously deferred non-cash gainmade cash payments of $299 million for operating leases during 2021, which are included in other income, netcash flows from operating activities in our consolidated statement of earnings of $198 million ($122 million or $0.42 per share, after tax) related to properties sold in 2015cash flows.

Future minimum lease commitments at December 31, 2021 were as a result of completing our remaining obligations.follows (in millions):
Total20222023202420252026Thereafter
Operating leases$1,566 $325 $225 $196 $151 $108 $561 
Less: imputed interest140 
Total$1,426 


Note 910 – Income Taxes
On December 22, 2017, the President signed the
Income Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act, among other things, lowered the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. Consequently, we wrote down our net deferred tax assets as of December 31, 2017 by $1.9 billion to reflect the estimated impact of the Tax Act. We recorded a corresponding net one-time charge of $1.9 billion ($6.69 per share), substantially all of which was non-cash, primarily related to enactment of the Tax Act, the re-measurement of certain net deferred tax assets using the lower U.S. corporate income tax rate, a deemed repatriation tax, and a reduction in the U.S. manufacturing benefit as a result of our decision to accelerate contributions to our pension fund in 2018 in order to receive a tax deduction in 2017.Provisions
While we have substantially completed our provisional analysis of the income tax effects of the Tax Act and recorded a reasonable estimate of such effects, the net one-time charge related to the Tax Act may differ, possibly materially, due to, among other things, further refinement of our calculations, changes in interpretations and assumptions that we have made, additional guidance that may be issued by the U.S. Government, and actions and related accounting policy decisions we may take as a result of the Tax Act. We will complete our analysis over a one-year measurement period ending December 22, 2018, and any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined.
Our provision for federal and foreign income tax expense for continuing operations consisted of the following (in millions):
202120202019
Federal income tax expense (benefit):
Current$1,325 $1,292 $698 
Deferred(194)21 235 
Total federal income tax expense1,131 1,313 933 
Foreign income tax expense (benefit):
Current93 50 91 
Deferred11 (16)(13)
Total foreign income tax expense104 34 78 
Total federal and foreign income tax expense$1,235 $1,347 $1,011 
  2017
 2016
 2015
Federal income tax expense (benefit):      
Current      
Operations $(189) $1,327
 $1,573
One-time charge due to tax legislation (a)
 43
 
 
Deferred      
Operations 1,613
 (231) (473)
One-time charge due to tax legislation (a)
 1,819
 
 
Total federal income tax expense 3,286
 1,096
 1,100
Foreign income tax expense (benefit):      
Current 53
 56
 39
Deferred 1
 (19) 34
Total foreign income tax expense 54
 37
 73
Total income tax expense $3,340
 $1,133
 $1,173
(a)
Represents one-time charge due primarily to the re-measurement of certain net deferred tax assets using the lower U.S. corporate income tax rate and a deemed repatriation tax.
State income taxes are included in our operations as general and administrative costs and, under U.S. Government regulations, are allowable costs in establishing prices for the products and services we sell to the U.S. Government. Therefore, a substantial portion of state income taxes is included in our net sales and cost of sales. As a result, the impact of certain transactions on our operating profit and of other matters presented in these consolidated financial statements is disclosed net of state income taxes. Our total net state income tax expense was $103$195 million for 2017, $1122021, $197 million for 2016,2020, and $106$96 million for 2015.2019.

88
Our

A reconciliation of the 35% U.S. federal statutory income tax rateexpense to actual income tax expense for continuing operations is as follows (dollars in millions):
 202120202019
AmountRateAmountRateAmountRate
Income tax expense at the U.S. federal statutory tax rate$1,585 21.0 %$1,729 21.0 %$1,521 21.0 %
Foreign derived intangible income deduction(170)(2.3)(170)(2.1)(122)(1.7)
Research and development tax credit(118)(1.6)(97)(1.2)(148)(2.0)
Tax deductible dividends(65)(0.9)(64)(0.8)(62)(0.9)
Excess tax benefits for stock-based payment awards(28)(0.4)(52)(0.6)(63)(0.9)
Other, net (a)
31 0.6 0.1 (115)(1.5)
Income tax expense$1,235 16.4 %$1,347 16.4 %$1,011 14.0 %
(a)Includes additional $98 million deduction for foreign derived intangible income related to 2018 recognized in 2019 reflecting proposed tax regulations released on March 4, 2019.
  2017 2016 2015
  Amount Rate Amount Rate Amount Rate
Income tax expense at the U.S. federal statutory tax rate $1,844
 35.0 % $1,710
 35.0 % $1,505
 35.0 %
Deferred tax write down and transition tax (a)
 1,862
 35.3
 
 
 
 
Excess tax benefits for share-based payment awards (106) (2.0) (152) (3.1) 
 
U.S. manufacturing deduction benefit (b)
 (7) (0.1) (117) (2.4) (123) (2.9)
Research and development tax credit (115) (2.2) (107) (2.2) (70) (1.6)
Tax deductible dividends (94) (1.8) (92) (1.9) (87) (2.0)
Other, net (44) (0.8) (109) (2.2) (52) (1.2)
Income tax expense $3,340
 63.4 % $1,133
 23.2 % $1,173
 27.3 %
(a)
Includes one-time charge due primarily to the re-measurement of certain net deferred tax assets using the lower U.S. corporate income tax rate and a deemed repatriation tax.
(b)
Includes a reduction in our 2017 manufacturing benefit as a result of our decision to accelerate contributions to our pension fund in 2018.
In 2016, we adopted the accounting standard update for employee share-based payment awards onWe recognized a prospective basis. Accordingly, we recognized additional income tax benefitsbenefit of $106$170 million in 2021 and $152$191 million during the years ended December 31, 2017 and 2016. The 2016 income tax rate also benefitedin 2020 from the nontaxable gain recorded in connection withdeduction for foreign derived intangible income enacted by the consolidationTax Cuts and Jobs Act of AWE.2017 (the “Tax Act”).
Tax benefits from the U.S. manufacturing deduction were insignificantin 2017, $117 million in 2016, and $123 million in 2015. We recognized tax benefits$118 million of $115 million in 2017, $107 million in 2016, and $70 million in 2015 from U.S. research and development (R&D) tax credits including benefits attributablein 2021 due to prior periods.increased qualifying activity.
We receive a tax deduction for dividends paid on shares of our common stock held by certain of our defined contribution plans with an employee stock ownership plan feature. The amount of the tax deduction has increased as we increased our dividend over the last three years, partially offset by a decline in the number of shares in these plans.
Uncertain Tax Positions

As a result of a decision in 2015 to divestDecember 31, 2021 and 2020, our LMCFT business (see “Note 3 – Acquisitions and Divestitures”), we recorded an asset impairment charge of approximately $90 million. This charge was partially offset by a net deferredliabilities associated with unrecognized tax benefit of about $80 million. The net impact of the resulting tax benefit reduced the effective income tax rate by 1.2 percentage points in 2015.benefits were not material.
We participate in the IRS Compliance Assurance Process program. Examinations of the years 2015, 2016, and 2017 remain under IRS review.Deferred Income Taxes

The primary components of our federal and foreign deferred income tax assets and liabilities at December 31 were as follows (in millions):
20212020
Deferred tax assets related to:
Pensions$1,985 $2,994 
Accrued compensation and benefits957 926 
Contract accounting methods470 392 
Foreign company operating losses and credits40 51 
Other (a)
473 509 
Valuation allowance(15)(13)
Deferred tax assets, net3,910 4,859 
Deferred tax liabilities related to:
Goodwill and intangible assets401 363 
Property, plant and equipment518 481 
Exchanged debt securities and other (a)
709 547 
Deferred tax liabilities1,628 1,391 
Net deferred tax assets$2,282 $3,468 
(a)Includes deferred tax assets and liabilities related to lease liability and ROU asset.
  
2017(a)

 2016
Deferred tax assets related to:    
Accrued compensation and benefits $595
 $1,012
Pensions (b)
 2,495
 5,197
Other postretirement benefit obligations 153
 302
Contract accounting methods 487
 878
Foreign company operating losses and credits 27
 30
Other 154
 327
Valuation allowance (c)
 (20) (15)
Deferred tax assets, net 3,891
 7,731
Deferred tax liabilities related to:    
Goodwill and purchased intangibles 266
 378
Property, plant and equipment 239
 346
Exchanged debt securities and other 303
 418
Deferred tax liabilities 808
 1,142
Net deferred tax assets $3,083
 $6,589
(a)
Components of our federal and foreign deferred income tax assets and liabilities at December 31, 2017 after taking into account the estimated impacts of the Tax Act and related items.
(b)
The decrease in 2017 was primarily due to the enactment of the Tax Act and our decision to accelerate contributions of cash to our defined benefit pension plans, partially offset by the reduction in the discount rate used to measure our postretirement benefit plans (see “Note 11 – Postretirement Benefit Plans”).
(c)
A valuation allowance was provided against certain foreign company deferred tax assets arising from carryforwards of unused tax benefits.
As of December 31, 2017 and 2016, our liabilities associated with unrecognized tax benefits are not material.
We and our subsidiaries file federal income tax returns in the U.S. federal jurisdiction and income tax returns in various foreign jurisdictions. With few exceptions, the statute of limitations for these jurisdictions is no longer open for U.S. federalaudit or non-U.S. income tax examinationsexamination for the years before 2014,2015, other than with respect to refunds.
U.S. income taxes have been provided on deemed repatriated earnings of $435 million related to our non-U.S. companies as of December 31, 2017, as a result
We participate in the IRS Compliance Assurance Process program. Examinations of the enactment of the Tax Act. The additional net transition tax of $43 million on the deemed repatriated earnings was recorded for 2017. Before the Tax Act, U.S. income taxesyears 2018 to 2021 remain under IRS review. We are also subject to taxation in various states and foreign withholding taxes have not been provided on earningsjurisdictions including Australia, Canada, India, Italy,
89


Japan, Poland, and $310 million that have not been distributed by our non-U.S. companies as of December 31, 2016 and 2015. Our intention before enactment of the Tax Act was to permanently reinvest these earnings, thereby indefinitely postponing their remittance to the U.S. If these earnings had been remitted, we estimate that the additional income taxes after foreign tax credits would have been approximately $64 million in 2016 and $49 million in 2015. In addition, we have reevaluated our intention concerning repatriation of foreign earnings. While our investment in foreign subsidiaries continues to be permanent in duration, in light of our decision to accelerate contributions to our defined benefit pension plans, earnings from certain foreign subsidiariesUnited Kingdom. We are under, or may be repatriated.subject to, audit or examination and additional assessments by the relevant authorities.
Our federal and foreign income tax payments, net of refunds, received, were $1.1$1.4 billion in 2017, $1.3 billionboth 2021 and 2020, and $940 million in 2016, and $1.8 billion in 2015.2019.

Note 1011 – Debt
Our long-termtotal debt consisted of the following (in millions):
  December 31,
  2017
 2016
Notes    
1.85% due 2018 $750
 $750
4.25% due 2019 900
 900
2.50% due 2020 1,250
 1,250
3.35% due 2021 900
 900
3.10% due 2023 500
 500
2.90% due 2025 750
 750
3.55% due 2026 2,000
 2,000
3.60% due 2035 500
 500
4.50% and 6.15% due 2036 1,054
 1,152
4.85% due 2041 239
 600
4.07% due 2042 1,336
 1,336
3.80% due 2045 1,000
 1,000
4.70% due 2046 1,326
 2,000
4.09% due 2052 1,578
 
Other notes with rates from 5.50% to 8.50%, due 2023 to 2040 1,415
 1,656
Total debt 15,498
 15,294
Less: unamortized discounts and issuance costs (1,235) (1,012)
Total debt, net 14,263
 14,282
Less: current portion (750) 
Long-term debt, net $13,513
 $14,282
20212020
Notes
3.35% due 2021$ $500 
3.10% due 2023500 500 
2.90% due 2025750 750 
3.55% due 20262,000 2,000 
1.85% due 2030400 400 
3.60% due 2035500 500 
4.50% and 6.15% due 20361,054 1,054 
4.07% due 20421,336 1,336 
3.80% due 20451,000 1,000 
4.70% due 20461,326 1,326 
2.80% due 2050750 750 
4.09% due 20521,578 1,578 
Other notes with rates from 4.85% to 9.13%, due 2022 to 20411,605 1,605 
Total debt12,799 13,299 
Less: unamortized discounts and issuance costs(1,123)(1,130)
Total debt, net11,676 12,169 
Less: current portion(6)(500)
Long-term debt, net$11,670 $11,669 
Revolving Credit FacilitiesFacility
On October 9, 2015,December 31, 2021, we entered intohad a $2.5$3.0 billion revolving credit facility (the 5-yearRevolving Credit Facility) with various banks. The 5‑year Facility was amended in October 2017 to extend itsbanks with an expiration date by one year from October 9, 2021 to October 9, 2022. The 5‑year Facilityof August 24, 2026 that is available for general corporate purposes. The undrawn portion of the 5-yearpurposes including supporting commercial paper borrowings. We entered into this Revolving Credit Facility is also available to serve as a backup facility for the issuance of commercial paper.effective August 24, 2021 and concurrently terminated our prior $2.5 billion revolving credit facility. We may request and the banks may grant, at their discretion, an increase in the borrowing capacity under the 5-yearRevolving Credit Facility of up to an additional $500 million. There were no0 borrowings outstanding under the 5-year Facilitycredit facility as of December 31, 20172021 and 2016.2020.
Borrowings under the 5-year Facilitycredit facility are unsecured and bear interest at rates based, at our option, on a Eurodollar Rate or a Base Rate, as defined in the 5-year Facility’scredit facility’s agreement. Each bank’s obligation to make loans under the 5-year Facilitycredit facility is subject to, among other things, our compliance with various representations, warranties and covenants, including covenants limiting our ability and certain of our subsidiaries’ ability to encumber assets and a covenant not to exceed a maximum leverage ratio, as defined in the 5‑year Facilitycredit facility agreement. As of December 31, 20172021 and 2016,2020, we were in compliance with all covenants contained in the 5-year Facilitycredit facility agreement, as well as in our debt agreements.
Long-Term Debt
In September 2017, we issued notes totaling approximately $1.6 billion with a fixed interest rate of 4.09% maturing in September 2052 (the New Notes) in exchange for outstanding notes totaling approximately $1.4 billion with fixed interest rates ranging from 4.70% to 8.50% maturing 2029 to 2046 (the Old Notes). In connection with the exchange of principal, we paid a premium of $237 million, substantially all of which was in the form of New Notes. This premium will be amortized as additional interest expense over the term of the New Notes using the effective interest method. We may, at our option, redeem some or all of the New Notes at any time by paying the principal amount of notes being redeemed plus a make-whole premium and accrued and unpaid interest. Interest on the New Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2018. The New Notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness.

We made interest payments of approximately $610 million, $600 million and $375 million during the years ended December 31, 2017, 2016 and 2015, respectively.
In September 2016, we repaid $500 million of long-term notes with a fixed interest rate of 2.13% according to their scheduled maturities. In May 2016, we repaid $452 million of long-term notes with a fixed interest rate of 7.65% according to their scheduled maturities. We also had related variable interest rate swaps with a notional amount of $450 million mature, which did not have a significant impact on net earnings or comprehensive income.
Commercial Paper
We have agreements in place with financial institutions to provide for the issuance of commercial paper backed by our $2.5 billion 5-year Facility. During 2017 and 2016, we borrowed and fully repaid amounts under ourpaper. The outstanding balance of commercial paper programs.can fluctuate daily and the amount outstanding during the period may be greater or less than the amount reported at the end of the period. There were no commercial paper borrowings outstanding as of December 31, 20172021 and 2016. However, we did not issue or repay any during 2021. We may, as conditions warrant, continue to issue commercial paper backed by our revolving credit facility to manage the timing of cash flows andflows.
90


Long-Term Debt
In September 2021, we repaid $500 million of long-term notes with a fixed interest rate of 3.35% according to fund a portion of our defined benefit pension contributionstheir scheduled maturities.
We made interest payments of approximately $5.0 billion in 2018.$543 million, $567 million and $625 million during the years ended December 31, 2021, 2020 and 2019, respectively.
Note 1112 – Postretirement Benefit Plans
Defined Benefit Pension Plans and Retiree Medical and Life Insurance PlansPlan Descriptions
Many of our employees are covered by qualifiedand retirees participate in various postretirement benefit plans including defined benefit pension plans, retiree medical and life insurance plans, defined contribution retirement savings plans, and other postemployment plans. Substantially all of our postretirement benefit obligations relate to U.S. based defined benefit pension plans and we provide certain health careretiree medical and life insurance benefits to eligible retirees (collectively, postretirement benefit plans). We also sponsor nonqualifiedplans. The majority of our U.S. defined benefit pension plans provide for benefits within limits imposed by federal tax law (referred to as qualified plans). However, certain of our U.S. defined benefit pension plans provide for benefits in excess of qualified plan limits. Non-unionlimits imposed by federal tax law (referred to as nonqualified plans).

Salaried employees hired after December 31, 2005 doare not eligible to participate in our qualified defined benefit pension plans, but are eligible to participate in a qualified defined contribution plan in addition to our other retirement savings plans. They also have the ability to participate in our retiree medical plans, but we do not subsidize the cost of their participation in those plans as we do with employees hired before January 1, 2006. Over the last few years, we have negotiated similar changes with various labor organizations such that new union represented employees do not participate in our defined benefit pension plans. In June 2014, we amended certain of ourOur qualified and nonqualified defined benefit pension plans for non-union employees; comprising the majority of our benefit obligations; to freeze future retirement benefits. The calculation of retirementsalaried employees were fully frozen effective January 1, 2020, at which time such employees no longer earn additional benefits under the affected defined benefit pension plans is determined by a formula that takes into account the participants’ years of credited service and average compensation. The freeze will take effect in two stages. On January 1, 2016, the pay-based component of the formula used to determine retirement benefits was frozen so that future pay increases, annual incentive bonuses or other amounts earned for or related to periods after December 31, 2015 are not used to calculate retirement benefits. On January 1, 2020, the service-based component of the formula used to determine retirement benefits will also be frozen so that participants will no longer earn further credited service for any period after December 31, 2019. When the freeze is complete, the majority of our salaried employees will havewere transitioned to an enhanced defined contribution retirement savings plan.

On August 3, 2021, we purchased group annuity contracts to transfer $4.9 billion of gross defined benefit pension obligations and related plan assets from certain of our qualified defined benefit pension plans to an insurance company for approximately 18,000 U.S. retirees and beneficiaries. The group annuity contracts were purchased using assets from Lockheed Martin’s master retirement trust and no additional funding contribution was required by us. As parta result of this transaction, we were relieved of all responsibility for these pension obligations and the insurance company is now required to pay and administer the retirement benefits beginning on January 1, 2022. This transaction had no impact on the amount, timing, or form of the November 6, 2015 acquisitionmonthly retirement benefit payments to the affected retirees and beneficiaries. In connection with this transaction, we recognized a noncash pension settlement charge of Sikorsky,$1.7 billion ($1.3 billion, or $4.72 per share, after tax) for the affected plans in 2021, which represents the accelerated recognition of actuarial losses that were included in the AOCL account within stockholders’ equity.

On December 3, 2020, we establishedpurchased a newgroup annuity contract to transfer $1.4 billion of gross defined benefit pension obligations and related plan assets to an insurance company for approximately 13,500 U.S. retirees and beneficiaries. As a result of this transaction, we were relieved of all responsibility for these pension obligations and the insurance company is now required to pay and administer the retirement benefits. Although this transaction was treated as a settlement for accounting purposes, we were not required to recognize a settlement charge because the aggregate value of settlements for the affected plans in 2020 were less than each plan’s service and interest cost.

Also on December 3, 2020, we purchased a group annuity contract pursuant to which an insurance company will reimburse the affected qualified defined benefit pension plan for Sikorsky’s union workforce that provides benefits$793 million of gross defined benefit pension obligations for their prospective service with us. The Sikorsky salaried employees participate in a defined contribution plan. We did not assume any legacyapproximately 2,500 U.S. retirees and beneficiaries. Under the terms of the arrangement, the plan retains the obligation for paying the pension liability from UTC.
We have made contributions to trusts established to pay future benefits to eligiblethe covered retirees and dependents, including Voluntary Employees’ Beneficiary Association trustsbeneficiaries and 401(h) accounts, the assetsinsurance company will reimburse the plan as those benefits are paid. The group annuity contract provides us the option to transfer the defined benefit pension obligations to the insurance company at our discretion. Because the plan retains the obligation for paying the pension benefits to the covered retirees and beneficiaries this transaction was not treated as a settlement for accounting purpose and we were not required to recognize a settlement charge.
91


Qualified Defined Benefit Pension Plans and Retiree Medical and Life Insurance Plans
FAS Expense (Income)
The pretax FAS expense (income) related to pay expenses of certainour qualified defined benefit pension plans and retiree medical plans. We use December 31 as the measurement date. Benefit obligations as of the end of each year reflect assumptions in effect as of those dates. Net periodic benefit cost is based on assumptions in effect at the end of the respective preceding year.
The rules related to accounting for postretirement benefitand life insurance plans under GAAP require us to recognize on a plan-by-plan basis the funded status of our postretirement benefit plans as either an asset or a liability on our consolidated balance sheets. The funded status is measured as the difference between the fair value of the plan’s assets and the benefit obligation of the plan.

The net periodic benefit cost recognized each year included the following (in millions):
 Qualified Defined
Benefit Pension Plans 
Retiree Medical and
Life Insurance Plans
202120202019202120202019
Operating:
Service cost$106 $101 $516 $13 $13 $14 
Non-operating:
Interest cost1,220 1,538 1,806 53 70 97 
Expected return on plan assets(2,146)(2,264)(2,300)(141)(127)(110)
Recognized net actuarial losses (gains)902 849 1,404  (4)
Amortization of net prior service (credits) costs(349)(342)(333)37 39 42 
Settlement charge1,665  —  — — 
Non-service FAS pension expense (income)1,292 (219)577 (51)(22)31 
Net periodic benefit expense (income)$1,398 $(118)$1,093 $(38)$(9)$45 

We record the service cost component of FAS expense for our qualified defined benefit plans and retiree medical and life insurance plans in the cost of sales accounts on our consolidated statement of earnings; the non-service components of our FAS expense (income) for our qualified defined benefit pension plans in the non-service FAS pension (expense) income account on our consolidated statement of earnings; and the non-service components of our FAS expense (income) for our retiree medical and life insurance plans as part of the other non-operating income (expense), net account on our consolidated statement of earnings.

92


  
Qualified Defined
Benefit Pension Plans (a)
  
Retiree Medical and
Life Insurance Plans
  2017
 2016
 2015
  2017
 2016
 2015
Service cost $820
 $827
 $836
  $20
 $24
 $21
Interest cost 1,809
 1,861
 1,791
  102
 119
 110
Expected return on plan assets (2,408) (2,666) (2,734)  (128) (138) (147)
Recognized net actuarial losses 1,506
 1,359
 1,599
  19
 34
 43
Amortization of net prior service (credit) cost (b)
 (355) (362) (365)  15
 22
 4
Total net periodic benefit cost $1,372
 $1,019
 $1,127
  $28
 $61
 $31
Funded Status
(a)

Total net periodic benefit cost associated with our qualified defined benefit plans represents pension expense calculated in accordance with GAAP (FAS pension expense). We are required to calculate pension expense in accordance with both GAAP and CAS rules, each of which results in a different calculated amount of pension expense. The CAS pension cost is recovered through the pricing of our products and services on U.S. Government contracts and, therefore, is recognized in net sales and cost of sales for products and services. We include the difference between FAS pension expense and CAS pension cost, referred to as the FAS/CAS pension adjustment, as a component of other unallocated, net on our consolidated statements of earnings. The FAS/CAS pension adjustment, which was $876 million in 2017, $902 million in 2016, and $400 million in 2015, effectively adjusts the amount of CAS pension cost in the business segment operating profit so that pension expense recorded on our consolidated statements of earnings is equal to FAS pension expense. FAS pension expense and CAS pension costs reflect the reclassification for discontinued operations presentation of benefits related to former IS&GS salaried employees.
(b)
Net of the reclassification for discontinued operations presentation of pension benefits related to former IS&GS salaried employees ($14 million in 2016 and $24 million in 2015).
The following table provides a reconciliation of benefit obligations, plan assets and unfundednet (unfunded) funded status related to our qualified defined benefit pension plans and our retiree medical and life insurance plans (in millions):
 Qualified Defined 
Benefit Pension Plans
Retiree Medical and
Life Insurance Plans
2021202020212020
Change in benefit obligation
Beginning balance (a)
$51,352 $48,674 $2,271 $2,226 
Service cost106 101 13 13 
Interest cost1,220 1,538 53 70 
Actuarial (gains) losses (b)
(2,045)4,610 (352)117 
Settlements (c)
(4,885)(1,392) — 
Plan amendments and curtailments2  (8)
Benefits paid(2,303)(2,188)(217)(220)
Medicare Part D subsidy — 4 
Participants’ contributions — 67 70 
Ending balance (a)
$43,447 $51,352 $1,839 $2,271 
Change in plan assets
Beginning balance at fair value$38,481 $35,442 $2,085 $1,889 
Actual return on plan assets (d)
3,899 5,594 224 298 
Settlements (c)
(4,885)(1,392) — 
Benefits paid(2,303)(2,188)(217)(220)
Company contributions 1,025 6 45 
Medicare Part D subsidy — 4 
Participants’ contributions — 67 70 
Ending balance at fair value$35,192 $38,481 $2,169 $2,085 
Unfunded status of the plans$(8,255)$(12,871)$330 $(186)
(a)Benefit obligation balances represent the projected benefit obligation for our qualified defined benefit pension plans and the accumulated benefit obligation for our retiree medical and life insurance plans.
(b)Actuarial gains for our qualified defined benefit pension plans in 2021 primarily reflect an increase in the discount rate from 2.50% at December 31, 2020 to 2.875% at December 31, 2021, which decreased benefit obligations by $2.3 billion, partially offset by an increase of approximately $250 million due to changes in longevity assumptions and participant data. Actuarial gains for our retiree medical and life insurance plans in 2021 reflect an increase in the discount rate from 2.375% at December 31, 2020 to 2.75% at December 31, 2021, which decreased benefit obligations by $70 million, and $282 million due to changes in plan participation assumptions and claims data.
(c)Qualified defined benefit pension plan settlements in 2021 and 2020 represent the transfer of gross defined benefit pension obligations and related plan assets to insurance companies pursuant to the group annuity contracts purchased on August 3, 2021 and December 3, 2020, respectively, as described above.
(d)Actual return on plan assets for our qualified defined benefit pension plans and retiree medical and life insurance plans was approximately 10.5% in 2021 and 16.5% in 2020.

We are required to recognize the net funded status of each postretirement benefit plan on a standalone basis as either an asset or a liability on our consolidated balance sheet. The funded status is measured as the difference between the fair value of each plan’s assets and the benefit obligation. Each year we measure the fair value of each plan’s assets and benefit obligation on December 31, consistent with our fiscal year end. The fair value of each plan’s benefit obligation reflects assumptions in effect as of the measurement date as described below. For certain of our qualified defined benefit pension plans and retiree medical and life insurance plans the plan assets may exceed the benefit obligation, which we recognize the net amount as an asset on our consolidated balance sheet. Conversely, for most of our qualified defined benefit pension plans the benefit obligation exceeds plan assets, which we recognize the net amount as a liability on our consolidated balance sheet.

93


  
Qualified Defined 
Benefit Pension Plans
  
Retiree Medical and
Life Insurance Plans
  2017
 2016
  2017
 2016
Change in benefit obligation         
Beginning balance $45,064
 $43,702
  $2,649
 $2,883
Service cost 820
 827
  20
 24
Interest cost 1,809
 1,861
  102
 119
Benefits paid (2,310) (2,172)  (232) (222)
Actuarial losses (gains) 3,377
 1,402
  23
 (135)
Changes in longevity assumptions (a)
 (352) (687)  (24) (53)
Plan amendments and acquisitions (b)
 278
 110
  
 (32)
Service cost related to discontinued operations 
 21
  
 
Medicare Part D subsidy 
 
  
 4
Participants’ contributions 
 
  64
 61
Ending balance $48,686
 $45,064
  $2,602
 $2,649
Change in plan assets         
Beginning balance at fair value $31,417
 $32,096
  $1,787
 $1,813
Actual return on plan assets 3,942
 1,470
  224
 95
Benefits paid (2,310) (2,172)  (232) (222)
Company contributions 46
 23
  40
 36
Medicare Part D subsidy 
 
  
 4
Participants’ contributions 
 
  64
 61
Ending balance at fair value $33,095
 $31,417
  $1,883
 $1,787
Unfunded status of the plans $(15,591) $(13,647)  $(719) $(862)
Table of Contents
(a)
As published by the Society of Actuaries.
(b)
Includes special termination benefits of $27 million for qualified pension, and $9 million for retiree medical, recognized in 2016 related to former IS&GS salaried employees.

The following table provides amounts recognized on our consolidated balance sheets related to our qualified defined benefit pension plans and our retiree medical and life insurance plans (in millions):
 Qualified Defined 
Benefit Pension Plans
Retiree Medical and
Life Insurance Plans
2021202020212020
Other noncurrent assets$64 $$330 $— 
Accrued pension liabilities(8,319)(12,874) — 
Other noncurrent liabilities —  (186)
Net (unfunded) funded status of the plans$(8,255)$(12,871)$330 $(186)

Differences between the actual return and expected return on plan assets during the year and changes in the benefit obligation for our qualified defined benefit pension plans and retiree medical and life insurance plans due to changes in the annual valuation assumptions generate actuarial gains or losses. Additionally, the benefit obligation for our qualified defined benefit pension plans and retiree medical and life insurance plans may increase or decrease as a result of plan amendments that affect the benefits to plan participants related to service for periods prior to the effective date of the amendment, which generates prior service costs or credits. Actuarial gains or losses, and prior service costs or credits, are initially deferred in accumulated other comprehensive loss and subsequently amortized for each plan into expense or (income) on a straight-line basis either over the average remaining life expectancy of plan participants or over the average remaining service period of plan participants, subject to certain thresholds.

The following table provides the amount of actuarial gains or losses and prior service costs or credits recognized in accumulated other comprehensive loss related to qualified defined benefit pension plans and retiree medical and life insurance plans at December 31 (in millions):
 Qualified Defined 
Benefit Pension Plans
Retiree Medical and
Life Insurance Plans
2021202020212020
Accumulated other comprehensive loss (pre-tax) related to:
Net actuarial losses$14,675 $21,040 $(554)$(119)
Prior service (credit) cost(884)(1,235)36 73 
Total
$13,791 $19,805 $(518)$(46)
Estimated tax(2,947)(4,230)110 
Net amount recognized in accumulated other comprehensive loss$10,844 $15,575 $(408)$(37)
94


  Qualified Defined 
Benefit Pension Plans
  
Retiree Medical and
Life Insurance Plans
  2017
 2016
  2017
 2016
Prepaid pension asset $112
 $208
  $
 $
Accrued postretirement benefit liabilities (15,703) (13,855)  (719) (862)
Accumulated other comprehensive loss (pre-tax) related to:         
Net actuarial losses 20,169
 20,184
  331
 447
Prior service (credit) cost (a)
 (2,263) (2,896)  81
 96
Total (b)
 $17,906
 $17,288
  $412
 $543
The following table provides the changes recognized in accumulated other comprehensive loss, net of tax, for actuarial gains or losses and prior service costs or credits due to differences between the actual return and expected return on plan assets and changes in the fair value of the benefit obligation recognized in connection with our annual remeasurement and the amortization during the year for our qualified defined benefit pension plans, retiree medical and life insurance plans, and certain other plans (in millions):
(a)
 Incurred but Not Yet
Recognized in
FAS Expense
Recognition of
Previously
Deferred Amounts
202120202019202120202019
 gains (losses)(gains) losses
Actuarial gains and losses
Qualified defined benefit pension plans$2,987 $(1,005)$(2,283)$2,019 $668 $1,104 
Retiree medical and life insurance plans342 43 238  (3)
Other plans76 (104)(133)24 24 42 
 3,405 (1,066)(2,178)2,043 689 1,148 
 credit (cost)(credit) cost
Net prior service credit and cost
Qualified defined benefit pension plans(1)(7)(8)(274)(269)(263)
Retiree medical and life insurance plans 29 30 33 
Other plans — — (11)(10)(10)
 (1)(1)(4)(256)(249)(240)
 $3,404 $(1,067)$(2,182)$1,787 $440 $908 
During 2016 pre-tax amounts of $210 million for qualified pension prior service credits and $9 million for retiree medical prior service costs were recognized from the divestiture of our IS&GS business (combined $134 million, net of tax).
(b)
Accumulated other comprehensive loss related to postretirement benefit plans, after tax, of $12.6 billion and $12.0 billion at December 31, 2017 and 2016 (see “Note 12 – Stockholders’ Equity”) includes $17.9 billion ($11.8 billion, net of tax) and $17.3 billion ($11.2 billion, net of tax) for qualified defined benefit pension plans, $412 million ($252 million, net of tax) and $543 million ($351 million, net of tax) for retiree medical and life insurance plans and $705 million ($479 million, net of tax) and $677 million ($448 million, net of tax) for other plans.
The accumulated benefit obligation (ABO) for all qualified defined benefit pension plans was $48.5$43.4 billion and $44.9$51.3 billion at December 31, 20172021 and 2016, of which $48.5 billion and $44.8 billion related to plans where the ABO was in excess of plan assets.2020. The ABO represents benefits accrued without assuming future compensation increases to plan participants. Certain key information relatedparticipants and is approximately equal to our qualified definedprojected benefit obligation. Plans where ABO was less than plan assets represent prepaid pension plans as of December 31, 2017 and 2016 is as follows (in millions):
  2017
 2016
Plans where ABO was in excess of plan assets    
Projected benefit obligation $48,628
 $44,946
Less: fair value of plan assets 32,925
 31,091
Unfunded status of plans (a)
 (15,703) (13,855)
Plans where ABO was less than plan assets    
Projected benefit obligation 58
 118
Less: fair value of plan assets 170
 326
Funded status of plans (b)
 $112
 $208
(a)
Represents accrued pension liabilities, which are included on our consolidated balance sheets.
(b)
Represents prepaid pension assets, which are included on our consolidated balance sheets in other noncurrent assets.
We also sponsor nonqualified defined benefit plans to provide benefitsassets, which are included on our consolidated balance sheets in other noncurrent assets. Plans where ABO was in excess of qualified plan limits. The aggregateassets represent accrued pension liabilities, for these plans atwhich are included on our consolidated balance sheets.
Assumptions Used to Determine Benefit Obligations and FAS Expense (Income)

We measure the fair value of each plan’s assets and benefit obligation on December 31, 2017 and 2016 were $1.3 billion and $1.2 billion, which also represent the plans’ unfunded status. We have set aside certain assets totaling $530 million and $460 millionconsistent with our fiscal year end. Benefit obligations as of December 31, 2017 and 2016the end of each year reflect assumptions in a separate trust which we expect to be used to pay obligations under our nonqualified defined benefit plans. In accordance with GAAP, those assets may not be used to offset the amount of the benefit obligation similar to the postretirement benefit plans in the table above. The unrecognized net actuarial losses at December 31, 2017 and 2016 were $646 million and $642 million. The unrecognized prior service credit at December 31, 2017 and 2016 were $61 million and $74 million. The expense associated with these plans totaled $126 million in 2017, $125 million in 2016 and $117 million in 2015. We also sponsor a small number of other postemployment plans and foreign benefit plans. The aggregate liability for the other postemployment plans was $60 million and $63 millioneffect as of December 31, 2017 and 2016. The expense for the other postemployment plans, as well as the liability and expense associated with the foreign benefit plans, was not material to our results of operations, financial position or cash flows. The actuarialthose dates. Expense is based on assumptions used to determine the benefit obligations and expense associated with our nonqualified defined benefit plans and postemployment plans are similar to those assumptions used to determine the benefit obligations and expense related to our qualified defined benefit pension plans and retiree medical and life insurance plans as described below.

The following table provides the amounts recognized in other comprehensive income (loss) related to postretirement benefit plans, net of tax, for the years ended December 31, 2017, 2016 and 2015 (in millions):
  
Incurred but Not Yet
Recognized in Net
Periodic Benefit Cost
  
Recognition of
Previously
Deferred Amounts
  2017
 2016
 2015
  2017
 2016
 2015
  Gains (losses)  (Gains) losses
Actuarial gains and losses           
Qualified defined benefit pension plans $(1,172) $(1,236) $(291)  $974
 $879
 $1,034
Retiree medical and life insurance plans 77
 94
 46
  12
 22
 28
Other plans (66) (62) 21
  44
 37
 47
  (1,161) (1,204) (224)  1,030
 938
 1,109
  Credit (cost)  
(Credit) cost (a)
Net prior service credit and cost           
Qualified defined benefit pension plans (219) (54) (18)  (229) (235) (235)
Retiree medical and life insurance plans 
 27
 (102)  10
 14
 2
Other plans 
 (1) (7)  (9) (9) (10)
  (219) (28) (127)  (228) (230) (243)
  $(1,380) $(1,232) $(351)  $802
 $708
 $866
(a)
Reflects the reclassification for discontinued operations presentation of benefits related to former IS&GS salaried employees ($9 million in 2016 and $16 million in 2015). In addition, we recognized $134 million in 2016 of prior service credits from the divestiture of our IS&GS business, which were reclassified as discontinued operations.
We expect that approximately $1.5 billion, or about $1.2 billion net of tax, of actuarial losses and net prior service credit related to postretirement benefit plans included in accumulated other comprehensive losseffect at the end of 2017 to be recognized in net periodic benefit cost during 2018. Of this amount, $1.4 billion, or $1.1 billion net of tax, relates to our qualified defined benefit plans and is included in our expected 2018 pension expense of $1.4 billion.
Actuarial Assumptions
the preceding year. The actuarial assumptions used to determine the benefit obligations at December 31 of each year and to determine the net periodic benefit costFAS expense for each subsequent year were as follows:
  
Qualified Defined Benefit
Pension Plans
  
Retiree Medical and
Life Insurance Plans
  2017
 2016
 2015
  2017
 2016
 2015
Weighted average discount rate 3.625% 4.125% 4.375%  3.625% 4.000% 4.250%
Expected long-term rate of return on assets 7.50% 7.50% 8.00%  7.50% 7.50% 8.00%
Rate of increase in future compensation levels (for applicable bargained pension plans) 4.50% 4.50% 4.50%       
Health care trend rate assumed for next year        8.50% 8.75% 9.00%
Ultimate health care trend rate        5.00% 5.00% 5.00%
Year that the ultimate health care trend rate is reached        2032
 2032
 2032
The decrease in the discount rate from December 31, 2016 to December 31, 2017 resulted in an increase in the projected benefit obligations of our qualified defined benefit pension plans of approximately $2.9 billion at December 31, 2017. The decrease in the discount rate from December 31, 2015 to December 31, 2016 resulted in an increase in the projected benefit obligations of our qualified defined benefit pension plans of approximately $1.4 billion at December 31, 2016.
 Qualified Defined Benefit
Pension Plans
Retiree Medical and
Life Insurance Plans
202120202019202120202019
Weighted average discount rate2.875 %2.500 %3.250 %2.750 %2.375 %3.250 %
Expected long-term rate of return on assets6.50 %7.00 %7.00 %6.50 %7.00 %7.00 %
Health care trend rate assumed for next year7.50 %7.75 %8.00 %
Ultimate health care trend rate4.50 %4.50 %4.50 %
Year ultimate health care trend rate is reached   203420342034
The long-term rate of return assumption represents the expected long-term rate of earnings on the funds invested, or to be invested, to provide for the benefits included in the benefit obligations. That assumption is based on several factors including historical market index returns, the anticipated long-term allocation of plan assets, the historical return data for the trust funds, plan expenses and the potential to outperform market index returns. The actual investment return for our qualified defined benefit plans during 2021 of $3.9 billion based on an actual rate of approximately 10.5% improved plan assets more than the $2.1 billion expected return based on our long-term rate of return assumption. In connection with the August 3, 2021 plan remeasurements, we lowered our expected long-term rate of return on plan assets from 7.00% to 6.50%, which reflects recent changes in our asset allocation targets applicable to all qualified defined benefit pension and retiree medical and life insurance plans as of the December 31, 2021 remeasurement.

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Plan Assets
Investment policies and strategies –Our wholly-owned subsidiary, Lockheed Martin Investment Management Company (LMIMCo), our wholly-owned subsidiary, has the fiduciary responsibility for making investment decisions related to the assets of our postretirement benefit plans. LMIMCo’s investment objectives for the assets of these plans are (1) to minimize the net present value of expected funding contributions; (2) to ensure there is a high probability that each plan meets or exceeds our actuarial long-term rate of return assumptions; and (3) to diversify assets to minimize the risk of large losses. The nature and duration of benefit obligations, along with assumptions concerning asset class returns and return correlations, are considered when determining an appropriate asset allocation to achieve the investment objectives. Investment policies and strategies governing the assets of the plans are designed to achieve investment objectives within prudent risk parameters. Risk management practices include the use of external investment managers; the maintenance of a portfolio diversified by asset class, investment approach and security holdings; and the maintenance of sufficient liquidity to meet benefit obligations as they come due.
LMIMCo’s investment policies require that asset allocations of postretirement benefit plans be maintained within the following approximate ranges:
Asset Class
Asset Allocation

Ranges
Cash and cash equivalents0-20%
Equity15-65%
Fixed income10-60%
Alternative investments:
Private equity funds0-15%
Real estate funds0-10%
Hedge funds0-20%
Commodities0-15%

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Fair value measurements – The rules related to accounting for postretirement benefit plans under GAAP require certain fair value disclosures related to postretirement benefit plan assets, even though those assets are not separately presented on our consolidated balance sheets.

The following table presents the fair value of the assets (in millions) of our qualified defined benefit pension plans and retiree medical and life insurance plans by asset category and their level within the fair value hierarchy (see “Note 1 – Organization and Significant Accounting Policies - Investments” for definition of these levels), which has three levels basedwe are required to disclose even though these assets are not separately recorded on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets, Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.our consolidated balance sheet. Certain other investments are measured at their Net Asset Value (NAV) per share andbecause such investments do not have readily determineddeterminable fair values and, therefore, are thus not subjectrequired to levelingbe categorized in the fair value hierarchy. TheAssets measured at NAV ishave been included in the total value of the fund divided by the number of the fund’s shares outstanding. We recognize transfers between levelstable below to permit reconciliation of the fair value hierarchy to amounts presented in the funded status table above.
 December 31, 2021December 31, 2020
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Investments measured at fair value
Cash and cash equivalents (a)
$991 $991 $ $ $1,109 $1,109 $— $— 
Equity (a):
U.S. equity securities6,479 6,444 5 30 7,535 7,467 60 
International equity securities4,882 4,880  2 6,844 6,836 — 
Commingled equity funds869 36 833  1,671 442 1,228 
Fixed income (a):
Corporate debt securities6,397  6,295 102 5,732 — 5,730 
U.S. Government securities2,864  2,864  2,506 — 2,506 — 
U.S. Government-sponsored enterprise securities228  228  230 — 230 — 
Other fixed income investments (b)
4,736 49 3,071 1,616 5,873 37 4,063 1,773 
Total$27,446 $12,400 $13,296 $1,750 $31,500 $15,891 $13,765 $1,844 
Investments measured at NAV
Commingled equity funds130 92 
Other fixed income investments701 541 
Private equity funds5,386 4,672 
Real estate funds3,059 2,650 
Hedge funds556    1,111    
Total investments measured at NAV9,832    9,066    
Receivables, net83    —    
Total$37,361    $40,566    
(a)Cash and cash equivalents, equity securities and fixed income securities included derivative assets and liabilities whose fair values were not material as of December 31, 2021 and 2020. LMIMCo’s investment policies restrict the dateuse of derivatives to either establish long or short exposures for purposes consistent with applicable investment mandate guidelines or to hedge risks to the change in circumstances that causesextent of a plan’s current exposure to such risks. Most derivative transactions are settled on a daily basis.
(b)Level 3 investments include $1.5 billion at December 31, 2021 and $1.7 billion at December 31, 2020 related to the transfer. We did not have any transfers of assets between Level 1 and Level 2 of the fair value hierarchy during 2017.buy-in contracts discussed above.
 December 31, 2017  December 31, 2016
 Total
 Level 1
 Level 2
 Level 3
  Total
 Level 1
 Level 2
 Level 3
Investments measured at fair value                
Cash and cash equivalents (a)
$1,419
 $1,419
 $
 $
  $2,301
 $2,301
 $
 $
Equity (a):

               
U.S. equity securities4,922
 4,905
 14
 3
  4,166
 4,139
 23
 4
International equity securities5,370
 5,355
 13
 2
  3,971
 3,927
 40
 4
Commingled equity funds4,453
 1,493
 2,960
 
  2,332
 788
 1,544
 
Fixed income (a):

               
Corporate debt securities4,910
 
 4,905
 5
  4,333
 
 4,316
 17
U.S. Government securities3,775
 
 3,775
 
  6,811
 
 6,811
 
U.S. Government-sponsored enterprise securities817
 
 817
 
  919
 
 919
 
Other fixed income investments2,412
 
 2,401
 11
  2,215
 
 2,214
 1
Alternative investments:
               
Hedge funds7
 
 7
 
  33
 
 33
 
Commodities (a)
2
 1
 1
 
  523
 525
 (2) 
Total$28,087
 $13,173
 $14,893
 $21
  $27,604
 $11,680
 $15,898
 $26
Investments measured at NAV (b)
                
Commingled equity funds99
        60
      
Other fixed income investments68
        
      
Private equity funds4,334
        3,614
      
Real estate funds1,611
        1,411
      
Hedge funds711
        462
      
Total investments measured at NAV6,823
        5,547
      
Receivables, net68
        53
      
Total$34,978
        $33,204
      
(a)
Cash and cash equivalents, equity securities, fixed income securities and commodities included derivative assets and liabilities whose fair values were not material as of December 31, 2017 and 2016. LMIMCo’s investment policies restrict the use of derivatives to either establish long exposures for purposes of expediency or capital efficiency or to hedge risks to the extent of a plan’s current exposure to such risks. Most derivative transactions are settled on a daily basis.
(b)
Certain investments that are valued using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy and are included in the table to permit reconciliation of the fair value hierarchy to the aggregate postretirement benefit plan assets.
As of December 31, 20172021 and 2016,2020, the assets associated with our foreign defined benefit pension plans were not material and have not been included in the table above. The changes during 2017 and 2016Changes in the fair value of plan assets categorized as Level 3 during 2021 and 2020 were insignificant.not significant.
Valuation techniques – Cash equivalents are mostly comprised of short-term money-market instruments and are valued at cost, which approximates fair value.

U.S. equity securities and international equity securities categorized as Level 1 are traded on active national and international exchanges and are valued at their closing prices on the last trading day of the year. For U.S. equity securities and international equity securities not traded on an active exchange, or if the closing price is not available, the trustee obtains indicative quotes from a pricing vendor, broker or investment manager. These securities are categorized as Level 2 if the custodian obtains corroborated quotes from a pricing vendor or categorized as Level 3 if the custodian obtains uncorroborated quotes from a broker or investment manager.
Commingled equity funds categorized as Level 1 are traded on active national and international exchanges and are valued at their closing prices on the last trading day of the year. For commingled equity funds not traded on an active exchange, or if
97


the closing price is not available, the trustee obtains indicative quotes from a pricing vendor, broker or investment manager. These securities are categorized as Level 2 if the custodian obtains corroborated quotes from a pricing vendor.
Fixed income investments categorized as Level 1 are publicly exchange-traded. Fixed income investments categorized as Level 2 are valued by the trustee using pricing models that use verifiable observable market data (e.g., interest rates and yield curves observable at commonly quoted intervals and credit spreads), bids provided by brokers or dealers or quoted prices of securities with similar characteristics. Fixed income investments are categorized atas Level 3 when valuations using observable inputs are unavailable. The trustee typically obtains pricing based on indicative quotes or bid evaluations from vendors, brokers or the investment manager.
Commodities are traded on an active commodity exchange and In addition, certain other fixed income investments categorized as Level 3 are valued at their closing prices onusing a discounted cash flow approach. Significant inputs include projected annuity payments and the last trading day of the year.discount rate applied to those payments.
Certain commingled equity and fixed income funds, consisting of underlying equity mutual funds,and fixed income securities, respectively, are valued using the NAV.NAV practical expedient. The NAV valuations are based on the underlying investments and typically redeemable within 90 days. The NAV is the total value of the fund divided by the number of the fund’s shares outstanding.
Private equity funds consist of partnership and co-investment funds. The NAV is based on valuation models of the underlying securities, which includes unobservable inputs that cannot be corroborated using verifiable observable market data. These funds typically have redemption periods between eight and 12 years.
Real estate funds consist of partnerships, most of which are closed-end funds, for which the NAV is based on valuation models and periodic appraisals. These funds typically have redemption periods between eight and 10 years.
Hedge funds consist of direct hedge funds for which the NAV is generally based on the valuation of the underlying investments. Redemptions in hedge funds are based on the specific terms of each fund, and generally range from a minimum of one month to several months.
Contributions and Expected Benefit Payments
The required funding of our qualified defined benefit pension plans is determined in accordance with ERISA, as amended, by the PPA, and in a manner consistent with CAS and Internal Revenue Code rules. There wereWe made no material contributions to our qualified defined benefit pension plans during 2017. We willin 2021 and do not plan to make contributions of $5.0 billion to our qualified defined benefit pension plans in 2018, including required and discretionary contributions. As a result of these contributions, we do not expect any material qualified defined benefit cash funding will be required until 2021. We plan to fund these contributions using a mix of cash on hand and commercial paper. While we do not anticipate a need to do so, our capital structure and resources would allow us to issue new debt if circumstances change.2022.

The following table presents estimated future benefit payments which reflect expected future employee service, as of December 31, 20172021 (in millions):
202220232024202520262027 – 2031
Qualified defined benefit pension plans$1,980 $2,080 $2,160 $2,230 $2,290 $11,700 
Retiree medical and life insurance plans140 140 140 130 130 570 
We maintain various trusts to fund the obligations of our qualified defined benefit pension plans and retiree medical and life insurance plans. We expect the estimated future benefit payments will be paid using assets in the trusts established for the plans.
Nonqualified Defined Benefit Pension Plans and Other Postemployment Plans

We sponsor nonqualified defined benefit pension plans to provide benefits in excess of qualified plan limits imposed by federal tax law. The gross benefit obligation for these plans was $1.3 billion and $1.4 billion as of December 31, 2021 and 2020, most of which was recorded in the other noncurrent liabilities account on our consolidated balance sheet. We have set aside certain assets totaling $872 million and $877 million as of December 31, 2021 and 2020 in a separate trust that we expect to use to pay the benefit obligations under our nonqualified defined benefit pension plans, most of which were recorded in the other noncurrent assets account on our consolidated balance sheet. We record the gross assets on our consolidated balance sheet, rather than netting such assets with the benefit obligation for our nonqualified defined benefit pension plans, because the assets held are diversified and legally the assets may be used to settle other obligations or claims (although that is not our intent). Actuarial losses and unrecognized prior service credits related to our nonqualified defined benefit pension plans that were recorded in accumulated other comprehensive loss, pretax, totaled $625 million and $697 million at December 31, 2021 and 2020. We recognized pretax pension expense of $56 million in 2021, $59 million in 2020 and $108 million in 2019 related to our nonqualified defined benefit pension plans. The assumptions used to determine the benefit obligations and FAS expense for our nonqualified defined benefit pension plans are similar to the assumptions used to determine the benefit obligations and FAS expense for our qualified defined benefit pension plans described above.
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  2018
 2019
 2020
 2021
 2022
 2023 – 2027 
Qualified defined benefit pension plans $2,450
 $2,480
 $2,560
 $2,630
 $2,700
 $14,200
Retiree medical and life insurance plans 180
 180
 180
 180
 180
 820
We also sponsor other postemployment plans and foreign benefit plans, which are accounted for similar to defined benefit pension plans. The benefit obligations, assets, expense, and amounts recorded in accumulated other comprehensive loss for other postemployment plans and foreign benefit plans were not material to our results of operations, financial position or cash flows.
Defined Contribution Retirement Savings Plans
We maintain a number of defined contribution retirement savings plans, most with 401(k) features, that cover substantially all of our employees. Under the provisions of our 401(k)these plans, employees can make contributions on a before-tax and after-tax basis to investment funds to save for retirement. For most plans, we match most employees’ eligiblemake employer contributions at rates specifiedto the employee accounts that comprise of a company non-elective contribution and a matching contribution. Company contributions are automatically invested in the plan documents. Our contributions were $613 millionan Employee Stock Ownership Plan (ESOP) fund, which primarily invests in 2017, $617 million in 2016 and $393 million in 2015, the majorityshares of which were funded using our common stock. Plan participants can transfer from the ESOP fund into any investment option provided by the respective plan. Our contributions to defined contribution retirement savings plans were $1.1 billion in 2021, $984 million in 2020 and $741 million in 2019. Our defined contribution retirement savings plans held approximately 35.528.9 million and 36.930.5 million shares of our common stock as of December 31, 20172021 and 2016.2020.


Note 1213 – Stockholders’ Equity
At December 31, 20172021 and 2016,2020, our authorized capital was composed of 1.5 billion shares of common stock and 50 million shares of series preferred stock. Of the 285272 million and 280 million shares of common stock issued and outstanding as of December 31, 2017, 284 million shares were considered outstanding for consolidated balance sheet presentation purposes; the remaining shares were held in a separate trust. Of the 290 million shares of common stock issued2021 and outstanding as of December 31, 2016, 2892020, 271 million and 279 million shares were considered outstanding for consolidated balance sheet presentation purposes; the remaining shares were held in a separate trust. No shares of preferred stock were issued and outstanding at December 31, 20172021 or 2016.2020.
Repurchases of Common Stock
During 2017,2021, we repurchased 7.19.4 million shares of our common stock for $4.1 billion, which included 9.2 million shares of our common stock repurchased for $4.0 billion under accelerated share repurchase (ASR) agreements. The 9.2 million shares of our common stock repurchased under ASR agreements during 2021 included the ASR agreement we entered into in October 2021 to repurchase $2.0 billion. During 2016 and 2015,billion of our common stock through January 21, 2022. Under the terms of the October 2021 ASR agreement, we paid $2.1$2.0 billion and $3.1received an initial delivery of 3.6 million shares of our common stock. Subsequent to our fourth quarter 2021, upon final settlement of the ASR agreement on January 21, 2022, we received an additional 2.2 million shares of our common stock for no additional consideration. During 2020, we paid $1.1 billion to repurchase 8.93.0 million and 15.2shares of our common stock, including 1.4 million shares of our common stock repurchased for $500 million under an ASR agreement. During 2019, we paid $1.2 billion to repurchase 3.5 million shares of our common stock.
On September 28, 2017, our Board of Directors approved a $2.0 billion increase to our share repurchase program. Inclusive of this increase, theThe total remaining authorization for future common share repurchases under our share repurchase program was $3.5$3.9 billion as of December 31, 2017.2021, including a $5.0 billion increase to the program authorized by our Board of Directors on September 23, 2021. As we repurchase our common shares, we reduce common stock for the $1 of par value of the shares repurchased, with the excess purchase price over par value recorded as a reduction of additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings. Due to the volume of repurchases made under our share repurchase program, additional paid-in capital was reduced to zero, with the remainder of the excess purchase price over par value of $1.6 billion and $1.7 billion recorded as a reduction of retained earnings in 2017 and 2016.
Dividends
We paid dividends totaling $2.2$2.9 billion ($7.4610.60 per share) in 2017, $2.02021, $2.8 billion ($6.779.80 per share) in 20162020 and $1.9$2.6 billion ($6.159.00 per share) in 2015.2019. We paid quarterly dividends of $1.82$2.60 per share during each of the first three quarters of 20172021 and $2.00$2.80 per share during the fourth quarter of 2017; $1.652021; $2.40 per share during each of the first three quarters of 20162020 and $1.82$2.60 per share during the fourth quarter of 2016;2020; and $1.50$2.20 per share during each of the first three quarters of 20152019 and $1.65$2.40 per share during the fourth quarter of 2015.2019.

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Accumulated Other Comprehensive Loss
Changes in the balance of AOCL, net of income taxes, consisted of the following (in millions):
Postretirement  
Benefit Plans (a)  
Other, netAOCL
Balance at December 31, 2018$(14,254)$(67)$(14,321)
Other comprehensive (loss) income before reclassifications(2,182)18 (2,164)
Amounts reclassified from AOCL
Recognition of net actuarial losses1,148 — 1,148 
Amortization of net prior service credits(240)— (240)
Other— 23 23 
Total reclassified from AOCL908 23 931 
Total other comprehensive (loss) income(1,274)41 (1,233)
Balance at December 31, 2019(15,528)(26)(15,554)
Other comprehensive (loss) income before reclassifications(1,067)56 (1,011)
Amounts reclassified from AOCL
Recognition of net actuarial losses689 — 689 
Amortization of net prior service credits(249)— (249)
Other— 
Total reclassified from AOCL440 444 
Total other comprehensive (loss) income(627)60 (567)
Balance at December 31, 2020(16,155)34 (16,121)
Other comprehensive income before reclassifications
3,404 (85)3,319 
Amounts reclassified from AOCL
Pension settlement charge (b) 
1,310 1,310 
Recognition of net actuarial losses733  733 
Amortization of net prior service credits(256) (256)
Other 9 9 
Total reclassified from AOCL1,787 9 1,796 
Total other comprehensive income (loss)5,191 (76)5,115 
Balance at December 31, 2021$(10,964)$(42)$(11,006)
(a)AOCL related to postretirement benefit plans is shown net of tax benefits of $3.0 billion at December 31, 2021,$4.4 billion at December 31, 2020 and $4.2 billion at December 31, 2019. These tax benefits include amounts recognized on our income tax returns as current deductions and deferred income taxes, which will be recognized on our tax returns in future years. See “Note 10 – Income Taxes” and “Note 12 – Postretirement Benefit Plans” for more information on our income taxes and postretirement benefit plans.
(b)During 2021, we recognized a noncash pension settlement charge of $1.7 billion ($1.3 billion after-tax) related to the accelerated recognition of actuarial losses included in AOCL for certain defined benefit pension plans that purchased a group annuity contract from an insurance company (see “Note 12 – Postretirement Benefit Plans”).
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Postretirement  
Benefit Plans (a)  
 Other, net
 AOCL
Balance at December 31, 2014 $(11,813) $(57) $(11,870)
Other comprehensive loss before reclassifications (351) (73) (424)
Amounts reclassified from AOCL     
Recognition of net actuarial losses 1,109
 
 1,109
Amortization of net prior service credits (259) 
 (259)
Total reclassified from AOCL 850
 
 850
Total other comprehensive income (loss) 499
 (73) 426
Balance at December 31, 2015 (11,314) (130) (11,444)
Other comprehensive loss before reclassifications (1,232) 
 (1,232)
Amounts reclassified from AOCL     
Recognition of net actuarial losses 938
 
 938
Amortization of net prior service credits (239) 
 (239)
Recognition of net prior service credits from divestiture of IS&GS segment (b)
 (134) 
 (134)
Other 
 9
 9
Total reclassified from AOCL 565
 9
 574
Total other comprehensive (loss) income (667) 9
 (658)
Balance at December 31, 2016 (11,981) (121) (12,102)
Other comprehensive (loss) income before reclassifications (1,380) 120
 (1,260)
Amounts reclassified from AOCL     
Recognition of net actuarial losses 1,030
 
 1,030
Amortization of net prior service credits (228) 
 (228)
Other 
 20
 20
Total reclassified from AOCL 802
 20
 822
Total other comprehensive (loss) income (578) 140
 (438)
Balance at December 31, 2017 $(12,559) $19
 $(12,540)
AOCL related to postretirement benefit plans is shown net of tax benefits of $6.5 billion at both December 31, 2017and 2016 and $6.2 billion at December 31, 2015. These tax benefits include amounts recognized on our income tax returns as current deductions and deferred income taxes, which will be recognized on our tax returns in future years. See “Note 9 – Income Taxes” and “Note 11 – Postretirement Benefit Plans” for more information on our income taxes and postretirement benefit plans.
(b)
Associated with the 2016 divestiture of the IS&GS business and included in net gain on divestiture of discontinued operations.

Note 1314 – Stock-Based Compensation
During 2017, 2016 and 2015, we recorded non-cash stock-based compensation expense totaling $158 million, $149 million and $133 million, which is included as a component of other unallocated, net on our consolidated statements of earnings. The net impact to earnings for the respective years was $103 million, $97 million and $86 million.
As of December 31, 2017, we had $91 million of unrecognized compensation cost related to nonvested awards, which is expected to be recognized over a weighted average period of 1.7 years. We received cash from the exercise of stock options totaling $71 million, $106 million and $174 million during 2017, 2016 and 2015. In addition, our income tax liabilities for 2017, 2016 and 2015 were reduced by $203 million, $219 million and $213 million due to recognized tax benefits on stock-based compensation arrangements.
Stock-Based Compensation Plans
Under plans approved by our stockholders, we are authorized to grant key employees stock-based incentive awards, including options to purchase common stock, stock appreciation rights, RSUs, PSUs or other stock units.
At December 31, 2021, inclusive of the shares reserved for outstanding stock options, RSUs and PSUs, we had approximately 9.9 million shares reserved for issuance under the plans. At December 31, 2021, approximately 7.5 million of the shares reserved for issuance remained available for grant under our stock-based compensation plans. We issue new shares upon the exercise of stock options or when restrictions on RSUs and PSUs have been satisfied. The exercise price of options to purchase common stock may not be less than the fair market value of our stock on the date of grant. No award of stock options may become fully vested prior to the third anniversary of the grant and no portion of a stock option grant may become vested in less than one year. The minimum vesting period for restricted stock or stock units payable in stock is generally three years. Award agreements may provide for shorter or pro-rated vesting periods or vesting following termination of employment in the case of death, disability, divestiture, retirement, change of control or layoff. The maximum term of a stock option or any other award is 10 years.
AtDuring 2021, 2020 and 2019, we recorded noncash stock-based compensation expense totaling $227 million, $221 million and $189 million, which is included as a component of other unallocated, net on our consolidated statements of earnings. The net impact to earnings for the respective years was $179 million, $175 million and $149 million.
As of December 31, 2017, inclusive of the shares reserved for outstanding stock options, RSUs and PSUs,2021, we had approximately 10 million shares reserved for issuance under the plans. At December 31, 2017, approximately six$177 million of the shares reserved for issuance remained available for grant under our stock-basedunrecognized compensation plans.cost related to nonvested awards, which is expected to be recognized over a weighted average period of 1.7 years. We issue new shares uponreceived cash from the exercise of stock options or when restrictionstotaling $28 million, $41 million and $66 million during 2021, 2020 and 2019. In addition, our income tax liabilities for 2021, 2020 and 2019 were reduced by $67 million, $63 million and $103 million due to recognized tax benefits on RSUs and PSUs have been satisfied.stock-based compensation arrangements.
RSUs
The following table summarizes activity related to nonvested RSUs:
  
Number
of RSUs
(In thousands)  
 
Weighted Average
Grant-Date Fair
Value Per Share
Nonvested at December 31, 2014 2,326
 $97.80
Granted 595
 192.47
Vested (1,642) 103.30
Forfeited (43) 132.28
Nonvested at December 31, 2015 1,236
 $134.87
Granted 679
 206.69
Vested (1,009) 137.62
Forfeited (118) 203.65
Nonvested at December 31, 2016 788
 $183.00
Granted 519
 254.58
Vested (624) 201.65
Forfeited (32) 223.23
Nonvested at December 31, 2017 651
 $220.21
Number
of RSUs
(In thousands)  
Weighted Average
Grant-Date Fair
Value Per Share
Nonvested at December 31, 2020733 $348.60 
Granted612 341.76 
Vested(500)345.73 
Forfeited(35)344.81 
Nonvested at December 31, 2021810 $345.37 
In 2017,2021, we granted certain employees approximately 0.50.6 million RSUs with a weighted average grant-date fair value of $254.58$341.76 per RSU. The grant-date fair value of these RSUs is equal to the closing market price of our common stock on the grant date less a discount to reflect the delay in payment of dividend-equivalent cash payments that are made only upon vesting, which is generallyoccurs at least one year from the grant date and most often occurs three years from the grant date. We recognize the grant-date fair value of RSUs, less estimated forfeitures, as compensation expense ratably over the requisite service period, which is shorter than the vesting period if the employee is retirement eligible on the date of grant or will become retirement eligible before the end of the vesting period.

Stock Options
We generally recognize compensation cost for stock options ratably over the three-year vesting period. At December 31, 2017 and 2016, there were 2.2 million (weighted average exercise price of $82.71) and 3.0 million (weighted average exercise price of $85.82) stock options outstanding. All of the stock options outstanding are vested as of December 31, 2017 and have a weighted average remaining contractual life of approximately 2.5 years and an aggregate intrinsic value of $533 million. There were 0.8 million (weighted average exercise price of $95.06) stock options exercised during 2017. We have not granted stock options to employees since 2012.
The following table pertains to stock options granted through 2012, in addition to stock options that vested and were exercised in 2017, 2016 and 2015 (in millions):
  2017
 2016
 2015
Grant-date fair value of all stock options that vested $
 $
 $8
Intrinsic value of all stock options exercised 139
 172
 265
In 2012, we estimated the fair value for stock options at the date of grant using the Black-Scholes option pricing model, which required us to make certain assumptions. We used the following weighted average assumptions in the model: risk-free interest rate of 0.78%, dividend yield of 5.40%, a five year historical volatility factor of 0.28 and an expected option life of five years.
PSUs
In 2017,2021, we granted certain employees PSUs with an aggregate target award of approximately 0.1 million shares of our common stock. The PSUs generally vest three years from the grant date based on continuous service, with the number of shares earned (0% to 200% of the target award) depending upon the extent to which we achieve certain financial and market performance targets measured over the period from January 1, 20172021 through December 31, 2019.2023. About half of the PSUs were valued at $254.53a weighted average grant-date fair value of $341.53 per PSU in a manner similar to RSUs mentioned above as the financial targets are based on our operating results. We recognize the grant-date fair value of these PSUs, less estimated forfeitures, as compensation expense ratably over the vesting period based on the number of awards expected to vest at each reporting date. The remaining PSUs were valued at $266.44a weighted-average grant-date fair value of $301.38 per PSU using a Monte Carlo model as the performance target is related to our total shareholder return relative to our peer group. We recognize the grant-date fair value of these awards, less estimated forfeitures, as compensation expense ratably over the vesting period.

Note 1415 – Legal Proceedings, Commitments and Contingencies
We are a party to or have property subject to litigation and other proceedings that arise in the ordinary course of our business, including matters arising under provisions relating to the protection of the environment, and are subject to contingencies related to certain businesses we
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previously owned. These types of matters could result in fines, penalties, cost reimbursements or contributions, compensatory or treble damages or non-monetary sanctions or relief. We believe the probability is remote that the outcome of each of these matters, including the legal proceedings described below, will have a material adverse effect on the corporation as a whole, notwithstanding that the unfavorable resolution of any matter may have a material effect on our net earnings and cash flows in any particular interim reporting period. Among the factors that we consider in this assessment are the nature of existing legal proceedings and claims, the asserted or possible damages or loss contingency (if estimable), the progress of the case, existing law and precedent, the opinions or views of legal counsel and other advisers, our experience in similar cases and the experience of other companies, the facts available to us at the time of assessment and how we intend to respond to the proceeding or claim. Our assessment of these factors may change over time as individual proceedings or claims progress.
As a U.S. Government contractor, we are subject to various audits and investigations by the U.S. Government to determine whether our operations are being conducted in accordance with applicable regulatory requirements. U.S. Government investigations of us, whether relating to government contracts or conducted for other reasons, could result in administrative, civil, or criminal liabilities, including repayments, fines or penalties being imposed upon us, suspension, proposed debarment, debarment from eligibility for future U.S. Government contracting, or suspension of export privileges. Suspension or debarment could have a material adverse effect on us because of our dependence on contracts with the U.S. Government. U.S. Government investigations often take years to complete and many result in no adverse action against us. We also provide products and services to customers outside of the U.S., which are subject to U.S. and foreign laws and regulations and foreign procurement policies and practices. Our compliance with local regulations or applicable U.S. Government regulations also may be audited or investigated.
In the normal course of business, we provide warranties to our customers associated with certain product sales. We record estimated warranty costs in the period in which the related products are delivered. The warranty liability recorded at each balance sheet date is based generally on the number of months of warranty coverage remaining for the products delivered and the average historical monthly warranty payments. Warranty obligations incurred in connection with long-term production contracts are accounted for within the contract estimates at completion.
Although we cannot predict the outcome of legal or other proceedings with certainty, where there is at least a reasonable possibility that a loss may have been incurred, GAAP requires us to disclose an estimate of the reasonably possible loss or range of loss or make a statement that such an estimate cannot be made. We follow a thorough process in which we seek to estimate the reasonably possible loss or range of loss, and only if we are unable to make such an estimate do we conclude and disclose that an estimate cannot be made. Accordingly, unless otherwise indicated below in our discussion of legal proceedings, a reasonably possible loss or range of loss associated with any individual legal proceeding cannot be estimated.

Legal Proceedings
United States of America, ex rel. Patzer; Cimma v. Sikorsky Aircraft Corp., et al
As a result of our acquisition of Sikorsky Aircraft Corporation (Sikorsky), we assumed the defense of and any potential liability for two2 civil False Claims Act lawsuits pending in the U.S. District Court for the Eastern District of Wisconsin. In October 2014, the U.S. Government filed a complaint in intervention in the first suit, which was brought by qui tam relator Mary Patzer, a former Derco Aerospace (Derco) employee. In May 2017, the U.S. Government filed a complaint in intervention in thea second suit, which was brought by qui tam

relator Peter Cimma, a former Sikorsky Support Services, Inc. (SSSI) employee. In November 2017, the Court consolidated the cases into a single action for discovery and trial.
The U.S. Government alleges that Sikorsky and two2 of its wholly-owned subsidiaries, Derco and SSSI, violated the civil False Claims Act, the Anti-Kickback Act and the Truth in Negotiations Act in connection with a contract the U.S. Navy awarded to SSSI in June 2006 to support the Navy’s T-34 and T-44 fixed-wing turboprop training aircraft. SSSI subcontracted with Derco, primarily to procure and manage spare parts for the training aircraft. The U.S. Government allegescontends that SSSI overbilled the Navy on the contract as the result of Derco’s use of prohibited cost-plus-percentage-of-cost (CPPC) pricing to add profit and overhead costs as a percentage of the price of the spare parts that Derco procured and then sold to SSSI. The U.S. Government also alleges that Derco’s claims to SSSI, SSSI’s claims to the Navy, and SSSI’s yearly Certificates of Final Indirect Costs from 2006 through 2012 were false. In addition to violations of the False Claims Act, the U.S. Government alleges violations of the Anti-Kickback Act based on a monthly “chargeback,” through which SSSI billed Derco for the cost of certain SSSI personnel, allegedly in exchange for SSSI’s permitting a pricing arrangement that was “highly favorable” to Derco. The U.S. Government also claimsfalse and that SSSI submitted inaccurate cost or pricing data in violation of the Truth in Negotiations Act for a sole-sourced, follow-on “bridge” contract. The U.S. Government’s complaints assert common law claims for breach of contract and unjust enrichment. On January 12, 2018,November 29, 2021, the Corporation filedDistrict Court granted the U.S. Government’s motion for partial summary judgment, finding that the Derco-SSSI agreement was a partial motion to dismiss intended to narrow the Government’s claims. The Corporation also moved to dismiss Cimma as a party under the False Claims Act’s first-to-file rule, which permits only the first relator to recover in a pending case.CPPC contract.
The U.S. Government currently seeks damages in these lawsuits of approximately $52 million, subject to trebling, plus statutory penalties. We believe that we have legal and factual defenses to the U.S. Government’s remaining claims. The U.S. Government seeks damages of approximately $52 million, subject to trebling, plus statutory penalties. Although we continue to evaluate our liability and exposure, we do not currently believe that it is probable that we will incur a material loss. If, contrary to our
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expectations, the U.S. Government prevails on the remaining issues in this matter and proves damages at or near $52 million and is successful in having such damages trebled, the outcome could have an adverse effect on our results of operations in the period in which a liability is recognized and on our cash flows for the period in which any damages are paid.

Lockheed Martin v. Metropolitan Transportation Authority
On April 24, 2009, we filed a declaratory judgment action against the MTANew York Metropolitan Transportation Authority and its Capital Construction Company (collectively, the MTA) asking the U.S. District Court for the Southern District of New York to find that the MTA is in material breach of our agreement based on the MTA’s failure to provide access to sites where work must be performed and the customer-furnished equipment necessary to complete the contract. The MTA filed an answer and counterclaim alleging that we breached the contract and subsequently terminated the contract for alleged default. The primary damages sought by the MTA are the costcosts to complete the contract and potential re-procurement costs. While we are unable to estimate the cost of another contractor to complete the contract and the costs of re-procurement, we note that our contract with the MTA had a total value of $323 million, of which $241 million was paid to us, and that the MTA is seeking damages of approximately $190 million. We dispute the MTA’s allegations and are defending against them. Additionally, following an investigation, our sureties on a performance bond related to this matter, who were represented by independent counsel, concluded that the MTA’s termination of the contract was improper. Finally, our declaratory judgment action was later amended to include claims for monetary damages against the MTA of approximately $95 million. This matter was taken under submission by the District Court in December 2014, after a five-week bench trial and the filing of post-trial pleadings by the parties. We continue to await a decision from the District Court. Although this matter relates to our former IS&GSInformation Systems & Global Solutions (IS&GS) business, we retained responsibility for the litigation when we divested IS&GS.&GS in 2016.

Environmental Matters
We are involved in proceedings and potential proceedings relating to soil, sediment, surface water, and groundwater contamination, disposal of hazardous wastesubstances, and other environmental matters at several of our current or former facilities, facilities for which we may have contractual responsibility, and at third-party sites where we have been designated as a potentially responsible party (PRP). A substantial portion of environmental costs will be included in our net sales and cost of sales in future periods pursuant to U.S. Government regulations. At the time a liability is recorded for future environmental costs, we record a receivable for estimated future recovery considered probable through the pricing of products and services to agencies of the U.S. Government, regardless of the contract form (e.g., cost-reimbursable, fixed-price). We continually evaluate the recoverability of our environmental receivables by assessing, among other factors, U.S. Government regulations, our U.S. Government business base and contract mix, our history of receiving reimbursement of such costs, and efforts by some U.S. Government representatives to limit such reimbursement. We include the portion of those environmental costs expected to be allocated to our non-U.S. Government contracts, or that is determined not to be recoverable under U.S. Government contracts, in our cost of sales at the time the liability is established.

At December 31, 20172021 and 2016,2020, the aggregate amount of liabilities recorded relative to environmental matters was $920$742 million and $1.0 billion,$789 million, most of which are recorded in other noncurrent liabilities on our consolidated balance sheets. We have recorded receivablesassets for the portion of environmental costs that are probable of future recovery totaling $799$645 million and $870$685 million at December 31, 20172021 and 2016,2020, most of which are recorded in other noncurrent assets on our consolidated balance sheets,sheets. See “Note 1 – Organization and Significant Accounting Policies” for the estimated future recovery of these costs, as we consider the recovery probable based on the factors previously mentioned. We project costs and recovery of costs over approximately 20 years.

more information.
Environmental remediation activities usually span many years, which makes estimating liabilities a matter of judgment because of uncertainties with respect to assessing the extent of the contamination as well as such factors as changing remediation technologies and changing regulatory environmental standards. ThereWe are monitoring or investigating a number of former and present operating facilities that we are monitoring or investigating for potential future remediation. We perform quarterly reviews of the status of our environmental remediation sites and the related liabilities and receivables. Additionally, in our quarterly reviews, we consider these and other factors in estimating the timing and amount of any future costs that may be required for remediation activities, and we record a liability when it is probable that a loss has occurred or will occur for a particular site and the loss can be reasonably estimated. The amount of liability recorded is based on our estimate of the costs to be incurred for remediation at a particularfor that site. We do not discount the recorded liabilities, as the amount and timing of future cash payments are not fixed or cannot be reliably determined. We cannot reasonably cannot determine the extent of our financial exposure in all cases as, although a loss may be probable or reasonably possible, in some cases it is not possible at this time to estimate the loss or reasonably possible loss or range of loss. We project costs and recovery of costs over approximately 20 years.
We also pursue claims for recovery of costs incurred or for contribution to site cleanupremediation costs against other PRPs, including the U.S. Government, and are conducting remediation activities under various consent decrees, orders, and agreements relating to soil, groundwater, sediment, or surface water contamination at certain sites of former or current operations. Under agreements related to certain sites in California, and New York, United States Virgin Islands and Washington, the U.S. Government and/or a private party reimburses us an amount equal to a percentage, specific to each site, of expenditures for certain remediation activities in the U.S. Government’stheir capacity as a PRPPRPs under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA).
In addition to the proceedings and potential proceedings discussed above, the California previously establishedState Water Resources Control Board, a branch of the California Environmental Protection Agency, has indicated it will work to re-establish a maximum level of the contaminant hexavalent chromium in drinking water after a prior standard of 10 parts per billion (ppb). Recently, this standard was successfully challenged by the California Manufacturers
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and Technology Association (CMTA) for failure to conduct the required economic feasibility analysis. In response to the court’s ruling, the State Water Resources Control Board (State Board), a branch of the California Environmental Protection Agency, withdrew the hexavalent chromium standard from the published regulations, leaving only the 50 ppb standard for total chromium. The State Board has indicated it will work to re-establish a hexavalent chromium standard. If the standard for hexavalent chromium is re-established at 10 ppb or above, it will not have a material impact on our existing remediation costs in California. Further, the U.S. Environmental Protection Agency (U.S. EPA) is considering whether to regulate hexavalent chromium.
Californiawithdrawn, and is also reevaluating its existing drinking water standard of 6 ppb for perchlorate, and theperchlorate. The U.S. EPA is taking stepsEnvironmental Protection Agency decided in June 2020 not to regulate perchlorate in drinking water. water at the federal level, although this decision has been challenged, and is considering whether to regulate hexavalent chromium.
If substantially lower standards are adopted in eitherfor perchlorate (in California) or for hexavalent chromium (in California or at the federal level for perchlorate or for hexavalent chromium,level), we expect a material increase in our estimates for environmental liabilities and the related assets for the portion of the increased costs that are probable of future recovery in the pricing of our products and services for the U.S. Government. The amount that would be allocable to our non-U.S. Government contracts or that is determined not to be recoverable under U.S. Government contracts would be expensed, which may have a material effect on our earnings in any particular interim reporting period.
Operating LeasesWe also are evaluating the potential impact of existing and contemplated legal requirements addressing a class of chemicals known generally as per- and polyfluoroalkyl substances (PFAS). PFAS have been used ubiquitously, such as in fire-fighting foams, manufacturing processes, and stain- and stick-resistant products (e.g., Teflon, stain-resistant fabrics). Because we have used products and processes over the years containing some of those compounds, they likely exist as contaminants at many of our environmental remediation sites. Governmental authorities have announced plans, and in some instances have begun, to regulate certain of these compounds at extremely low concentrations in drinking water, which could lead to increased cleanup costs at many of our environmental remediation sites.
We rent certain equipment and facilities under operating leases. Certain major plant facilities and equipment are furnished by the U.S. Government under short-term or cancelable arrangements. Our total rental expense under operating leases was $169 million, $202 million and $195 million for 2017, 2016 and 2015. Future minimum lease commitments at December 31, 2017 for long-term non-cancelable operating leases were $623 million ($162 million in 2018, $154 million in 2019, $116 million in 2020, $82 million in 2021, $54 million in 2022 and $55 million in later years).
Letters of Credit, Surety Bonds and Third-Party Guarantees
We have entered into standby letters of credit and surety bonds issued on our behalf by financial institutions, and otherwe have directly issued guarantees to third parties primarily relating to advances received from customers and the guarantee of future performance on certain contracts. Letters of credit and surety bonds generally are available for draw down in the event we do not perform. In some cases, we may guarantee the contractual performance of third parties such as joint venture partners. We had total outstanding letters of credit, surety bonds and third-party guarantees aggregating $3.3$3.6 billion and $3.4 billion at December 31, 20172021 and $3.7 billion at December 31, 2016.2020. Third-party guarantees do not include guarantees issued on behalf of subsidiaries and other consolidated entities.
At December 31, 20172021 and 2016,2020, third-party guarantees totaled $750$838 million and $709$871 million, of which approximately 62%69% and 56%71% related to guarantees of contractual performance of joint ventures to which we currently are or previously were a party. This amount representsThese amounts represent our estimate of the maximum amountamounts we would expect to incur upon the contractual non-performance of the joint venture, joint venture partners or divested businesses. Generally, we also have cross-indemnities in place that may enable us to recover amounts that may be paid on behalf of a joint venture partner.

In determining our exposures, we evaluate the reputation, performance on contractual obligations, technical capabilities and credit quality of our current and former joint venture partners and the transferee under novation agreements all of which include a guarantee as required by the FAR. ThereAt December 31, 2021 and 2020, there were no material amounts recorded in our financial statements related to third-party guarantees or novation agreements.
United Launch Alliance

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In connection with our 50% ownership interest

Table of ULA, we and The Boeing Company (Boeing) are required to provide ULA an additional capital contribution if ULA is unable to make required payments under its inventory supply agreement with Boeing. As of December 31, 2017, ULA’s total remaining obligation to Boeing under the inventory supply agreement was $120 million. The parties have agreed to defer the remaining payment obligation, as it is more than offset by other commitments to ULA. Accordingly, we do not expect to be required to make a capital contribution to ULA under this agreement.Contents
In addition, both we and Boeing have cross-indemnified each other for guarantees by us and Boeing of the performance and financial obligations of ULA under certain launch service contracts. We believe ULA will be able to fully perform its obligations, as it has done through December 31, 2017, and that it will not be necessary to make payments under the cross-indemnities or guarantees.
Our share of ULA’s net earnings are reported as equity in net earnings (losses) of equity investees in other income, net on our consolidated statements of earnings. Our investment in ULA totaled $794 million and $788 million at December 31, 2017 and 2016.
Note 15 – Restructuring Charges
2016 Actions
During 2016, we recorded severance charges totaling approximately $80 million related to our Aeronautics business segment. The charges consisted of severance costs associated with the planned elimination of certain positions through either voluntary or involuntary actions. Upon separation, terminated employees receive lump-sum severance payments primarily based on years of service, the majority of which are expected to be paid over the next several quarters. As of the end of the first quarter of 2017, we had substantially paid the severance costs associated with these actions.
2015 Actions
During 2015, we recorded severance charges totaling $82 million, of which $67 million related to our RMS business segment and $15 million related to businesses that were reported in our former IS&GS business prior to our fourth quarter 2015 program realignment. The charges consisted of severance costs associated with the planned elimination of certain positions through either voluntary or involuntary actions. Upon separation, terminated employees receive lump-sum severance payments primarily based on years of service. As of December 31, 2016, we substantially paid the severance costs associated with these actions.
In connection with the Sikorsky acquisition, we assumed obligations related to certain restructuring actions committed to by Sikorsky in June 2015. Net of amounts we anticipate to recover through the pricing of our products and services to our customers, we incurred and paid $40 million of costs in 2016 related to these actions.
We have recovered a substantial amount of the restructuring charges through the pricing of our products and services to the U.S. Government and other customers in future periods, with the impact included in the respective business segment’s results of operations.

Note 16 – Fair Value Measurements
Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following (in millions):

 December 31, 2017 December 31, 2016 December 31, 2021December 31, 2020
 Total
 Level 1
 Level 2
 Total
 Level 1
 Level 2
TotalLevel 1Level 2TotalLevel 1Level 2
Assets          Assets
Equity securities $39
 $39
 $
 $79
 $79
 $
Mutual funds 917
 917
 
 856
 856
 
Mutual funds$1,434 $1,434 $ $1,335 $1,335 $— 
U.S. Government securities 116
 
 116
 113
 
 113
U.S. Government securities121  121 92 — 92 
Other securities 170
 
 170
 151
 
 151
Other securities684 492 192 555 341 214 
Derivatives 23
 
 23
 27
 
 27
Derivatives15  15 52 — 52 
Liabilities            Liabilities
Derivatives 106
 
 106
 85
 
 85
Derivatives60  60 22 — 22 
Assets measured at NAV            Assets measured at NAV
Other commingled funds 19
     
    Other commingled funds20 20 
Substantially all assets measured at fair value, other than derivatives, represent investments classified as trading securities held in a separate trust to fund certain of our non-qualified deferred compensation plans and are recorded in other noncurrent assets on our consolidated balance sheets. The fair values of equity securities and mutual funds and certain other securities are determined by reference to the quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs. The fair values of U.S. Government and certain other securities are determined using pricing models that use observable inputs (e.g., interest rates and yield curves observable at commonly quoted intervals), bids provided by brokers or dealers or quoted prices of securities with similar characteristics. The fair values of derivative instruments, which consist of foreign currency exchange forward contracts, including embedded derivatives, and interest rate swap contracts, are primarily are determined based on the present value of future cash flows using model-derived valuations that use observable inputs such as interest rates, credit spreads and foreign currency exchange rates. Certain other investments are measured at fair value using their NAV per share
We use derivative instruments principally to reduce our exposure to market risks from changes in foreign currency exchange rates and interest rates. We do not have readily determined valuesenter into or hold derivative instruments for speculative trading purposes. We transact business globally and are thus not subject to levelingrisks associated with changing foreign currency exchange rates. We enter into foreign currency hedges such as forward and option contracts that change in value as foreign currency exchange rates change. Our most significant foreign currency exposures relate to the British pound sterling, the euro, the Canadian dollar, the Australian dollar, the Norwegian Kroner and the Polish Zloty. These contracts hedge forecasted foreign currency transactions in order to mitigate fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates. We designate foreign currency hedges as cash flow hedges. We also are exposed to the impact of interest rate changes primarily through our borrowing activities. For fixed rate borrowings, we may use variable interest rate swaps, effectively converting fixed rate borrowings to variable rate borrowings in order to hedge changes in the fair value hierarchy.of the debt. These swaps are designated as fair value hedges. For variable rate borrowings, we may use fixed interest rate swaps, effectively converting variable rate borrowings to fixed rate borrowings in order to mitigate the impact of interest rate changes on earnings. These swaps are designated as cash flow hedges. We also may enter into derivative instruments that are not designated as hedges and do not qualify for hedge accounting, which are intended to mitigate certain economic exposures.
The aggregate notional amount of our outstanding interest rate swaps at December 31, 2021 and 2020 was $500 million and $572 million. The aggregate notional amount of our outstanding foreign currency hedges at December 31, 2021 and 2020 was $4.0 billion and $3.4 billion. The fair values of our outstanding interest rate swaps and foreign currency hedges at December 31, 2021 and 2020 were not significant. Derivative instruments did not have any transfersa material impact on net earnings and comprehensive income during the years ended December 31, 2021 and 2020. The impact of assets or liabilities between levelsderivative instruments on our consolidated statements of the fair value hierarchy during 2017.cash flows is included in net cash provided by operating activities. Substantially all of our derivatives are designated for hedge accounting. See “Note 1 – Organization and Significant Accounting Policies - Derivative financial instruments”.

In addition to the financial instruments listed in the table above, we hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The estimated fair value of our outstanding debt was $16.8$15.4 billion and $16.2$16.9 billion at December 31, 20172021 and 2016.2020. The outstanding principal amount was $15.5$12.8 billion and $15.3$13.3 billion at December 31, 20172021 and 2016,2020, excluding $1.2 billion and $1.0$1.1 billion of unamortized discounts and issuance costs.costs at both December 31, 2021 and 2020. The estimated fair values of our outstanding debt were determined based on the present value of future cash flows
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using model-derived valuations that use observable inputs such as interest rates and credit spreads (Level 2). We also hold investments in early stage companies. Most of these investments are in equity securities without readily determinable fair values. Investments with quoted market prices for similar instruments in active markets (Level 2).
In connection with the Sikorsky acquisition, we1) are recorded the assets acquired and liabilities assumed at fair value.value at the end of each reporting period and reflected in other securities in the table above. See “Note 31 – AcquisitionsOrganization and Divestitures” for further information about the fair values assigned.Significant Accounting Policies - Investments”.

Note 17 – Summary of Quarterly Information (Unaudited)
A summary of quarterly information is as follows (in millions, except per share data):
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  2017 Quarters
  
First(b)

 Second
 Third
 
Fourth(c)(d)

Net sales $11,057
 $12,685
 $12,169
 $15,137
Operating profit 1,149
 1,485
 1,428
 1,859
Net earnings (loss) from continuing operations 763
 942
 939
 (715)
Net earnings from discontinued operations 
 
 
 73
Net earnings (loss) 763
 942
 939
 (642)
Earnings (loss) per common share from continuing operations (a):
        
Basic 2.63
 3.27
 3.27
 (2.50)
Diluted 2.61
 3.23
 3.24
 (2.50)
Earnings per common share from discontinued operations:        
Basic 
 
 
 0.25
Diluted 
 
 
 0.25
Basic earnings (loss) per common share (a)
 2.63
 3.27
 3.27
 (2.25)
Diluted earnings (loss) per common share (a)
 2.61
 3.23
 3.24
 (2.25)
         
  2016 Quarters
  First
 Second
 
Third(d)(e)

 
Fourth(e)

Net sales $10,368
 $11,577
 $11,551
 $13,752
Operating profit 1,158
 1,375
 1,588
 1,428
Net earnings from continuing operations 806
 899
 1,089
 959
Net earnings from discontinued operations 92
 122
 1,306
 29
Net earnings 898
 1,021
 2,395
 988
Earnings per common share from continuing operations (a):
        
Basic 2.65
 2.97
 3.64
 3.29
Diluted 2.61
 2.93
 3.61
 3.25
Earnings per common share from discontinued operations (a):
        
Basic 0.30
 0.40
 4.38
 0.10
Diluted 0.30
 0.39
 4.32
 0.10
Basic earnings per common share (a)
 2.95
 3.37
 8.02
 3.39
Diluted earnings per common share (a)
 2.91
 3.32
 7.93
 3.35
The sum of the quarterly earnings per share amounts do not equal the earnings per share amounts included on our consolidated statements of earnings. The difference in 2017 is primarily due the net loss in the fourth quarter causing any potentially dilutive securities to have an anti-dilutive effect, which resulted in the weighted average shares outstanding for basic and dilutive earnings per share being equivalent. In addition, the differences in 2017 and 2016 also relate to the timing of our share repurchases during each respective year.
(b)
The first quarter of 2017 includes a $120 million ($74 million or $0.25 per share, after tax) charge on our EADGE-T program and a $64 million ($40 million or $0.14 per share, after tax) charge, which represents our portion of a non-cash asset impairment charge recorded by our equity method investee, AMMROC (see “Note 1 – Significant Accounting Policies”).
(c)
In the fourth quarter of 2017, we recorded a net one-time tax charge of $1.9 billion ($6.80 per share), substantially all of which was non-cash, primarily related to the estimated impact of the Tax Act (see “Note 9 – Income Taxes”). In addition, the fourth quarter of 2017 includes a previously deferred non-cash gain of $198 million ($122 million or $0.43 per share, after tax) related to properties sold in 2015 as a result of completing our remaining obligations.
(d)
The fourth quarter of 2017 and the third quarter of 2016 include a net gain of $73 million and $1.2 billion, respectively, reported in net earnings from discontinued operations, related to the 2016 divestiture of our former IS&GS business.
(e)
The third quarter of 2016 includes the results of AWE from August 26, 2016, the date we obtained controlling interest, including $103 million in net sales and $104 million in net earnings. Net earnings during the third quarter of 2016 are primarily the result of a non-cash gain recognized on the step acquisition of AWE (see “Note 3 – Acquisitions and Divestitures”). The fourth quarter of 2016 includes the results of AWE for the entire quarter, including $307 million in net sales and $3 million in net earnings.

ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

ITEM  9A.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2017.2021. The evaluation was performed with the participation of senior management of each business segment and key corporate functions, under the supervision of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective.effective as of December 31, 2021.
Management, including our CEO (principal executive officer) and CFO (principal financial officer), believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2017.2021. This assessment was based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 framework). Based on this assessment, management determinedconcluded that our internal control over financial reporting was effective as of December 31, 2017.2021.
Our independent registered public accounting firm has issued a report on the effectiveness of our internal control over financial reporting, which is below.
Remediation of Material Weakness
During the year ended December 31, 2016, management completed its initial assessment of the effectiveness of our internal control over financial reporting for our Sikorsky business, which was acquired on November 6, 2015. During 2016, we performed our first comprehensive assessment of the design and operating effectiveness of internal controls at Sikorsky and determined that Sikorsky’s internal control over financial reporting was ineffective as of December 31, 2016. Specifically, Sikorsky did not adequately identify, design and implement appropriate process-level controls for its accounting processes, including Sikorsky’s contract accounting and sales recognition processes, inventory accounting process and payroll process, and appropriate information technology controls for its information technology systems.
During 2017, management improved controls at Sikorsky in order to remediate the material weakness in Lockheed Martin’s internal control over financial reporting. To accomplish this we implemented several actions at Sikorsky, including increasing the number of individuals responsible for implementing and monitoring controls; training individuals responsible for designing, executing, testing and monitoring controls; expanding the scope of the internal controls program to include additional information technology systems; adding new process-level and information technology controls; modifying existing controls; and enhancing documentation that evidences that controls are performed. During the third quarter of 2017, we substantially completed our evaluation of the design of process-level and information technology controls. We successfully completed testing of the improved controls during the fourth quarter of 2017, and we have concluded that the material weakness has been remediated as of December 31, 2017. There were no material errors in our financial results or balances and there was no restatement of prior period financial statements and no change in previously released financial results as a result of the material weakness in internal controls over financial reporting.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts identified above to address the material weakness, thereThere 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, 20172021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

107


Report of Ernst & Young,
Independent Registered Public Accounting Firm
Regarding Internal Control Over Financial Reporting


Board of Directors and Stockholders
Lockheed Martin Corporation

Opinion on Internal Control over Financial Reporting

We have audited Lockheed Martin Corporation’s internal control over financial reporting as of December 31, 2017,2021, 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, 2017,2021, 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 Lockheed Martinthe Corporation as of December 31, 20172021 and 2016, and2020, the related consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2017 of2021, and the Corporationrelated notes and our report dated February 6, 2018January 25, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control overOver Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Ernst & Young LLP
Tysons, Virginia
February 6, 2018January 25, 2022

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ITEM 9B.Other Information
None.

ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III
ITEM  10.     Directors, Executive Officers and Corporate Governance
The information concerning directors required by Item 401 of Regulation S-K is included under the caption “Proposal 1 - Election of Directors” 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 20182022 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 I, Item 4(a) of this Form 10-K. The information required by Item 405 of Regulation S-K is included under the caption “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” in the 20182022 Proxy Statement, and that information is incorporated by reference in this Form 10-K. The information required by Items 407(c)(3), (d)407(d)(4) and (d)(5) of Regulation S-K is included under the captions “Committees of the Board of Directors” and “Audit Committee Report” in the 20182022 Proxy Statement, and that information is incorporated by reference in this Form 10-K.
We have had a written code of ethics in place since our formation in 1995. Setting the 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. A copy of our Code of Ethics and Business Conduct is available on our investor relations website: www.lockheedmartin.com/investor. Printed copies of our Code of Ethics and Business Conduct may be obtained, without charge, by contacting Investor Relations, Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817. We are required to disclose any change to, or waiver from, our Code of Ethics and Business Conduct for our Chief Executive Officer and senior financial officers. We use our website to disseminate this disclosure as permitted by applicable SEC rules.

ITEM  11.Executive Compensation
The information required by Item 402 of Regulation S-K is included in the text and tables under the captions “Executive Compensation” and “Director Compensation” in the 20182022 Proxy Statement and that information is incorporated by reference in this Annual Report on Form 10-K (Form 10-K).10-K. The information required by Item 407(e)(5) of Regulation S-K is included under the caption “Compensation Committee Report” in the 20182022 Proxy Statement, and that information is furnished by incorporationincorporated 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
The information required by Item 12 related to the security ownership of management and certain beneficial owners is included under the heading “Security Ownership of Management and Certain Beneficial Owners” in the 20182022 Proxy Statement, and that information is incorporated by reference in this Annual Report on Form 10-K.
Equity Compensation Plan Information
The following table provides information required by this Item 12 related toabout our equity compensation plans that authorize the issuance of shares of Lockheed Martin common stock to employees and directorsdirectors. The information is includedprovided as of December 31, 2021.
Plan category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security holders (1)
2,431,610 $82.50 7,452,708 
Equity compensation plans not approved by
   security holders (2)
626,769 — 2,478,905 
Total3,058,379 $82.50 9,931,613 

(1)Column (a) includes, as of December 31, 2021: 1,609,681 shares that have been granted as restricted stock units (RSUs), 640,770 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) and 87,683 shares granted as options under the heading “Executive Compensation -Lockheed Martin Corporation 2020 Incentive Performance Award Plan (2020 IPA Plan) or predecessor plans and 6,329 shares granted as options and 87,147 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, 2021, 7,072,103 shares available for future issuance under the 2020 IPA Plan as options, stock appreciation rights, restricted stock awards, RSUs or PSUs and 380,605 shares available for future issuance under the Directors Plan as stock options and stock units. Vested stock units are payable to directors upon their termination of service from our Board, except that directors who have satisfied the stock ownership guidelines may elect to have payment of awards made after January 1, 2018 (together with any dividend equivalents thereon) made on the first business day of April following the one-year anniversary of the grant. The weighted average price does not take into account shares issued pursuant to RSUs or PSUs.
(2)The shares represent annual incentive bonuses and Long-Term Incentive Performance (LTIP) payments earned and voluntarily deferred by employees. The deferred amounts are payable under the Deferred Management Incentive Compensation Plan Information”(DMICP). Deferred amounts are credited as phantom stock units at the closing price of our stock on the date the deferral is effective. Amounts equal to our dividend are credited as stock units at the time we pay a dividend. Following termination of employment, a number of shares of stock equal to the number of stock units credited to the employee’s DMICP account are distributed to the employee. There is no discount or value transfer on the stock distributed. Distributions may be made from newly issued shares or shares purchased on the open market. Historically, all distributions have come from shares held in a separate trust and, therefore, do not further dilute our common shares outstanding. As a result, these shares also were not considered in calculating the total weighted average exercise price in the 2018 Proxy Statement, and that information is incorporated by referencetable. Because the DMICP shares are outstanding, they should be included in this Form 10-K.the denominator (and not the numerator) of a dilution calculation.

ITEM 13.Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13404 and 407(a) of Regulation S-K is included under the captions “Corporate Governance - Related Person Transaction Policy,” “Corporate Governance - Certain Relationships and Related Person Transactions of Directors, Executive Officers and 5 Percent Stockholders,” and “Corporate Governance - Director Independence” in the 20182022 Proxy Statement, and that information is incorporated by reference in this Annual Report on Form 10-K.

ITEM 14.Principal AccountantAccounting Fees and Services
The information required by this Item 14 is included under the caption “Proposal 2 - Ratification of Appointment of Independent Auditors” in the 20182022 Proxy Statement, and that information is incorporated by reference in this Annual Report on Form 10-K.

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PART IV
ITEM  15.     Exhibits and Financial Statement Schedules
List of financial statements filed as part of this Form 10-K
The following financial statements of Lockheed Martin Corporation and consolidated subsidiaries are included in Item 8 of this Annual Report on Form 10-K (Form 10-K) at the page numbers referenced below:
The report of Lockheed Martin Corporation’s independent registered public accounting firm (PCAOB ID:42)with respect to the above-referenced financial statements and their report on internal control over financial reporting are included in Item 8 and Item 9A of this Form 10-K at the page numbers referenced below. Their consent appears as Exhibit 23 of this Form 10-K.
List of financial statement schedules filed as part of this Form 10-K
All schedules have been omitted because they are not applicable, not required or the information has been otherwise supplied in the consolidated financial statements or notes to consolidated financial statements.
Exhibits
2.1
2.2
2.3
2.4
2.5

2.6
3.1
3.1
3.2
4.1
4.2
4.24.3
4.34.4
4.44.5
4.54.6
111


4.64.7
4.74.8
See also Exhibits 3.1 and 3.2.
NoPursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt that isare not registered are filed because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of Lockheed Martinfiled. The Corporation on a consolidated basis. Lockheed Martin Corporation agrees towill furnish a copy of such instrumentscopies thereof to the SEC upon request.
10.1
10.1
10.2
10.310.2
10.410.3
10.510.4
10.610.5

10.710.6
10.810.7
10.910.8
10.10
10.11
10.12
10.1310.9
10.14
10.15
10.16
10.17
10.18
10.19
10.2010.10
10.21
10.2210.11
10.12
10.13
10.14
10.2310.15
10.24

112


10.2710.17
10.2810.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.2910.33
10.3010.34
10.31
113


1210.35
2110.36
10.37
21
23
24
31.1
31.2
32
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
*104Exhibits 10.4 through 10.31 constitute management contracts or compensatory plans or arrangements.Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101
*    Exhibits 10.2 through 10.37 constitute management contracts or compensatory plans or arrangements.

ITEM 16.Form 10-K Summary
None.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Lockheed Martin Corporation
(Registrant)
Data: February 6, 2018Date: January 25, 2022By:/s/ Brian P. Colan
Brian P. Colan
Vice President, Controller, and Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
 
Titles
 
Date
 
/s/ Marillyn A. HewsonJames D. TaicletChairman, President and Chief Executive Officer (Principal Executive Officer)February 6, 2018January 25, 2022
Marillyn A. HewsonJames D. Taiclet
/s/ Bruce L. TannerJohn W. MollardExecutive Vice President andActing Chief Financial Officer (Principal Financial Officer)February 6, 2018January 25, 2022
Bruce L. TannerJohn W. Mollard
/s/ Brian P. ColanVice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)February 6, 2018January 25, 2022
Brian P. Colan
*DirectorFebruary 6, 2018January 25, 2022
Daniel F. Akerson
*DirectorFebruary 6, 2018January 25, 2022
Nolan D. Archibald
*DirectorFebruary 6, 2018
David B. Burritt
*DirectorFebruary 6, 2018January 25, 2022
Bruce A. Carlson
*DirectorFebruary 6, 2018January 25, 2022
John M. Donovan
*DirectorJanuary 25, 2022
Joseph F. Dunford, Jr.
*DirectorJanuary 25, 2022
James O. Ellis, Jr.
*DirectorFebruary 6, 2018January 25, 2022
Thomas J. Falk
*DirectorFebruary 6, 2018January 25, 2022
Ilene S. Gordon
*DirectorFebruary 6, 2018January 25, 2022
Vicki A. Hollub
*DirectorJanuary 25, 2022
Jeh C. Johnson
*DirectorFebruary 6, 2018January 25, 2022
James M. LoyDebra L. Reed-Klages
*DirectorFebruary 6, 2018January 25, 2022
Joseph W. RalstonPatricia E. Yarrington
*DirectorFebruary 6, 2018
James D. Taiclet, Jr.
*By Maryanne R. Lavan pursuant to a Power of Attorney executed by the Directors listed above, which has been filed with this Annual Report on Form 10-K.
Date: February 6, 2018January 25, 2022By:/s/ Maryanne R. Lavan
Maryanne R. Lavan
Attorney-in-fact

115
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