Item 2.02 Results of Operations and Financial Condition.
The information included in Items 7.01 and 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.
Item 7.01 Regulation FD Disclosure.
OnJune 27, 2022 ,Lockheed Martin Corporation ("Lockheed Martin " or the "Company") issued a news release announcing the transaction described in Item 8.01. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Item 8.01 Other Events. OnJune 24, 2022 ,Lockheed Martin purchased group annuity contracts from Athene Holding Ltd. ("Athene"). Under the contracts,Lockheed Martin will transfer approximately$4.3 billion of its gross defined benefit pension obligations and related plan assets for approximately 13,600U.S. retirees and beneficiaries to Athene. The contracts were purchased using assets from the Company's master retirement trust and no additional funding contribution was required as part of this transaction. Pursuant to the transaction, onJanuary 1, 2023 , Athene, through its wholly-owned subsidiariesAthene Annuity and Life Company andAthene Annuity & Life Assurance Company of New York , will begin paying and administering the retirement benefits of the affected retirees and beneficiaries in theLockheed Martin Corporation Salaried Employee Retirement Program and theLockheed Martin Aerospace Hourly Pension Plan. The transaction will result in no changes to the benefits received by retirees and beneficiaries. In connection with this transaction, the Company expects to recognize a non-cash, non-operating settlement charge of approximately$1.5 billion ($1.2 billion , or$4.50 per share, after tax) in the second quarter of 2022, related to the accelerated recognition of actuarial losses for the affected plans that were included in stockholders' equity. The actual settlement charge will depend on finalization of the actuarial assumptions, including discount rate and investment rate of return, as of the measurement date. The estimated charge was not included in the Company's prior 2022 financial outlook released onApril 19, 2022 .
Forward Looking Statements
This current report on Form 8-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, including the expected non-cash settlement charge, and are based onLockheed Martin 's 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. There can be no assurance that future events will occur as anticipated, if at all, or that actual results will be as expected. These statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially due to factors such as: the amount of the expected settlement charge, the accuracy of the Company's estimates and projections; timing and estimates regarding pension funding and movements of interest rates; and other changes that may affect pension plan assumptions, stockholders' equity, the level of the FAS/CAS adjustment and actual returns on pension plan assets and the impact of pension related legislation. These are only some of the factors that may affect the forward-looking statements contained in this current report on Form 8-K. For a discussion identifying additional important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see the Company's filings with theU.S. Securities and Exchange Commission ("SEC") including, but not limited to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in the Company's Annual Report on Form 10-K for the year endedDecember 31, 2021 and subsequent quarterly reports on Form 10-Q. The Company's filings may be accessed through the Investor Relations page of its website, www.lockheedmartin.com/investor, or through the website maintained by theSEC at www.sec.gov. Except where required by applicable law, the Company expressly disclaims a duty to provide updates to forward-looking statements after the date of this Form 8-K to reflect subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this Form 8-K are intended to be subject to the safe harbor protection provided by the federal securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. Description 99.1Lockheed Martin Corporation Ne ws Release dated Jun e 2 7 , 2022 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
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