What is the Reverse Morris Trust transaction described in the filing?

A Reverse Morris Trust transaction is a complex corporate reorganization where Lockheed Martin will transfer its IS&GS business to a newly created subsidiary (Abacus Innovations Corporation). Abacus will then merge with Leidos. Lockheed Martin stockholders will have the opportunity to exchange their LMT shares for shares in Abacus, which will convert into Leidos shares, effectively allowing Lockheed Martin to spin off the IS&GS business on a tax-efficient basis.

What specific financial information is being provided?

The filing includes unaudited interim combined financial statements for the IS&GS business for the six months ended June 26, 2016, and June 28, 2015, along with Management's Discussion and Analysis for those periods. It also includes the unaudited balance sheet of Abacus Innovations Corporation as of June 26, 2016.

How does this transaction impact Lockheed Martin shareholders?

Shareholders are being offered an exchange to swap their Lockheed Martin common stock for shares of Abacus Innovations Corporation, which will then become part of Leidos. This allows shareholders to potentially hold shares in a more focused Lockheed Martin and a separate, combined entity with Leidos. Investors should carefully review the registration statements and prospectus for detailed terms and implications.

LMT 8-K SEC Disclosure — Jul 29, 2016

Q: What is the main purpose of this 8-K filing?

The primary purpose of this 8-K filing is to provide investors with updated unaudited financial information for Lockheed Martin's Information Systems & Global Solutions (IS&GS) business segment and its newly formed subsidiary, Abacus Innovations Corporation, in connection with the proposed separation of IS&GS and its merger with Leidos Holdings, Inc.

Summary

This 8-K filing from Lockheed Martin Corporation (LMT) primarily serves to provide updated financial information and disclosures related to the proposed separation of its Information Systems & Global Solutions (IS&GS) business segment and its merger with Leidos Holdings, Inc. (Leidos) via a Reverse Morris Trust transaction. The filing includes unaudited interim combined financial statements for the IS&GS business for the six months ended June 26, 2016, and its balance sheet as of that date. These financial details are crucial for investors to assess the performance and financial standing of the business being divested and to understand its implications for the combined entity. The transaction involves creating a new entity, Abacus Innovations Corporation, which will house the IS&GS business, and then merging it with Leidos. Lockheed Martin stockholders are offered an exchange to swap their LMT shares for Abacus shares, which will subsequently convert into Leidos shares. This 8-K is an important update for shareholders considering participation in the exchange offer and for those evaluating the strategic shift Lockheed Martin is undertaking to focus on its core aerospace and defense businesses.

Key Highlights

1Lockheed Martin is providing updated financial information for its Information Systems & Global Solutions (IS&GS) business as part of a proposed Reverse Morris Trust transaction.
2The IS&GS business will be separated and merged with Leidos Holdings, Inc.
3Lockheed Martin stockholders have the opportunity to exchange LMT shares for shares in the new combined entity.
4The filing includes unaudited interim combined financial statements for the IS&GS business for the six months ended June 26, 2016, and June 28, 2015.
5An unaudited balance sheet for Abacus Innovations Corporation, the newly formed subsidiary for the IS&GS business, as of June 26, 2016, is also provided.
6Registration statements for both Abacus and Leidos have been filed and declared effective by the SEC.
7The filing incorporates by reference detailed financial information and Management's Discussion and Analysis for the IS&GS business.

LOCKHEED MARTIN CORP 8-K Report, Corporate Update (Jul 29, 2016)

Summary

Key Highlights

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