By the Mandate of the Ninth Circuit Court of Appeals entered on March 22, 2005, the judgment of the district court was affirmed.
According to the latest docket posted, on May 27, 1999, the Court entered the Order by U.S. District Judge Lourdes G. Baird granting the motion to consolidate the related securities class actions against Lockheed Martin Corporation. The court appointed lead plaintiffs and lead counsel. On August 12, 1999, the Court entered minutes appointing additional lead counsel. On December 1, 1999, the plaintiff filed a Consolidated Amended Complaint, and on March 13, 2000, the defendants responded by filing a motion to dismiss the Consolidated Amended Complaint. On October 4, 2000, the Court entered the Order by U.S. District Judge Mariana R. Pfaelzer granting the motion to dismiss. On December 15, 2000, the plaintiffs filed a Consolidated Second Amended Complaint, and on January 31, 2001, the defendants filed a motion to dismiss the Consolidated Second Amended Complaint. On July 24, 2002, the Court entered the Order granting the defendants’ motion to dismiss the complaint. On September 13, 2002, the plaintiffs filed a Consolidated Third Amended Complaint, and the defendants responded by filing a motion to dismiss the Consolidated Third Amended Complaint. On March 26, 2003, the Court entered a Memorandum of Decision and Order by U.S. District Judge Mariana R. Pfaelzer dismissing the suit because the Court believed that no further amendments could cure the defects fatal to the first three complaints. The third consolidated amended class action complaint was dismissed with prejudice. The lead plaintiffs soon after filed a Notice of Appeal.
The original complaint charges Lockheed and certain of its officers and directors with violations of the Securities Exchange Act of 1934. The complaint alleges that in early August 1998, Lockheed's insiders began a concerted publicity campaign to overcome investors'/analysts' skepticism about Lockheed's 1st half 98 performance and to boost its stock price. On Oct. 20, 1998, when Lockheed reported its 3Q98 results, it represented that the reported EPS of $1.67 were "consistent with expectations" and that "we are on track" for 10% EPS growth in 98 with $1 billion in cash flow. Lockheed assured analysts that it had achieved very strong 3rdQ 98 operating margins due to strong business operations and that it was "on target" to achieve 10% EPS growth for 98, with 4thQ 98 EPS of about $2.06-$2.10, resulting in 4thQ 98 cash flow of $750 million. However,
Lockheed concealed that $78 million of the $318 million in net income Lockheed reported for the 3rdQ 98 was generated by a secret accounting adjustment by which Lockheed reduced reserves it had maintained for years in connection with its Atlas rocket launch program by $120 million. In other words, $.41 of Lockheed's reported $1.67 EPS for the 3rdQ, 25% of its EPS, and most of its strong profit margins came not from its current operations, but rather from a secret accounting adjustment. Had this adjustment not been made, Lockheed's reported 3rdQ 98 EPS, net income and operating margins would have been far below the levels Lockheed had been forecasting. Based on Lockheed's strong 3rdQ results as reported and its forecasts of continued strong 4thQ 98 EPS and cash flow and further growth in 99, Lockheed's stock recovered from the low of $93- 3/8 it had fallen to shortly after the announcement of the COMSAT acquisition in September 1998, to $113-1/8 by Nov. 2, 1998, its highest price in months.
However, the complaint further alleges, on or around Dec. 23, 1998, Lockheed shocked investors by revealing that, due to shortfalls in the delivery of C-130-J aircraft and Proton satellite launches and a much larger than earlier disclosed CalComp write-off, Lockheed's 4thQ 98 and 98 results would be far below the levels previously forecast, resulting in a major EPS and cash flow shortfall, and that Lockheed's 99 results would be much lower than earlier forecast as well. Lockheed's stock collapsed immediately from $95-3/4 to $82, its lowest price during 98 on volume of 3.5 million shares, the largest one-day absolute or percentage price decline and the second largest one-day stock volume for Lockheed in its history. In late December 1998, after Lockheed's stock had fallen to its lowest levels in two years, it was publicly reported that General Electric of Britain was interested in acquiring Lockheed and had had discussions with Lockheed about this earlier in 98. However, before the startling revelations of Dec. 23, 1998, Individual Defendants sold 268,659 shares of their Lockheed stock at artificially inflated prices as high as $109.97, for over $28 million in proceeds.