8-KOther Events

LOCKHEED MARTIN CORP 8-K Report (Mar 11, 2004)

Filed March 11, 2004For Securities:LMT

Summary

This 8-K filing from Lockheed Martin Corporation (LMT) provides updated Unaudited Pro Forma Combined Condensed Financial Information related to its proposed merger with The Titan Corporation. The information is presented to supplement earlier filings and reflects the anticipated financial state of the combined entity as if the merger had occurred at the beginning of 2003, using the purchase method of accounting. Key details include the projected combined net sales, earnings from operations, and earnings per share, along with a pro forma balance sheet showing the estimated combined assets and liabilities. Investors should note that the pro forma figures are based on preliminary estimates and assumptions and are subject to final determination within one year of the merger's completion. These projections do not include potential restructuring costs or realized cost savings from integration. The filing outlines the estimated purchase price of $1,936 million, which includes the acquisition of Titan's common shares, stock options, warrants, and transaction costs, with a significant portion of the consideration expected to be in Lockheed Martin stock.

Key Highlights

  • 1Lockheed Martin (LMT) is filing updated Unaudited Pro Forma Combined Condensed Financial Information for its proposed merger with The Titan Corporation.
  • 2The pro forma data reflects the merger as if it occurred at the beginning of 2003, using the purchase method of accounting.
  • 3Projected combined net sales for the year ended December 31, 2003, are $33,560 million.
  • 4Pro forma combined earnings from operations for the year ended December 31, 2003, are estimated at $2,060 million.
  • 5Pro forma diluted earnings per common share for the year ended December 31, 2003, are projected at $2.28.
  • 6The total estimated purchase price for Titan is $1,936 million, including cash, stock, assumption of options/warrants, and transaction costs.
  • 7The pro forma financial information is based on preliminary estimates and is subject to final adjustments.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide updated Unaudited Pro Forma Combined Condensed Financial Information to investors regarding Lockheed Martin's proposed merger with The Titan Corporation. This information supplements previous filings and gives investors a projected view of the combined company's financial performance and position.

The filing projects combined net sales of $33.56 billion and earnings from operations of $2.06 billion for the year ended December 31, 2003. It also forecasts a pro forma diluted earnings per share of $2.28. The balance sheet shows an estimated combined total assets of $27.87 billion and total liabilities of $9.26 billion before equity.

No, the unaudited pro forma combined condensed financial statements are based on preliminary estimates and assumptions. The final determination of the fair market value of acquired assets and liabilities, and the allocation of the purchase price, will be finalized within one year of the merger's completion. These final determinations may result in material differences from the amounts presented in this filing.

The total estimated purchase price for The Titan Corporation is $1,936 million. This includes $1,802 million for the acquisition of 100% of Titan's outstanding common shares, $128 million for the assumption of Titan's stock options and warrants at fair value, and an estimated $6 million in Lockheed Martin transaction costs.