UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2015
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
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| Maryland |
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1-11437 |
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52-1893632 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 6801 Rockledge Drive |
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| Bethesda, Maryland |
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20817 |
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(Zip Code) |
(301) 897-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On November 16, 2015, Lockheed Martin Corporation (the “Corporation”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I to the
Underwriting Agreement, in connection with the issuance and sale of a total of $7,000,000,000 of senior unsecured notes, consisting of $750,000,000 aggregate principal amount of 1.85% Notes due 2018 (the “2018 Notes”), $1,250,000,000
aggregate principal amount of 2.50% Notes due 2020 (the “2020 Notes”), $500,000,000 aggregate principal amount of 3.10% Notes due 2023 (the “2023 Notes”), $2,000,000,000 aggregate principal amount of 3.55% Notes due 2026 (the
“2026 Notes”), $500,000,000 aggregate principal amount of 4.50% Notes due 2036 (the “2036 Notes”) and $2,000,000,000 aggregate principal amount of 4.70% Notes due 2046 (the “2046 Notes” and, together with the 2018
Notes, the 2020 Notes, the 2023 Notes, the 2026 Notes, and the 2036 Notes, the “Notes”). The Notes were issued in a public offering pursuant to the Corporation’s effective registration statement on Form S-3 (File No. 333-197577)
and the base prospectus included in that registration statement, as supplemented by the final prospectus supplement dated November 16, 2015, as filed with the Securities and Exchange Commission (“SEC”) on November 17, 2015 (the
“Final Prospectus Supplement”).
The 2018 Notes mature on November 23, 2018, the 2020 Notes mature on November 23,
2020, the 2023 Notes mature on January 15, 2023, the 2026 Notes mature on January 15, 2026, the 2036 Notes mature on May 15, 2036 and the 2046 Notes mature on May 15, 2046. The Corporation will pay interest on the 2018 Notes and
2020 Notes semiannually on May 23 and November 23 of each year beginning on May 23, 2016. The Corporation will pay interest on the 2023 Notes and 2026 Notes semiannually on January 15 and July 15 of each year beginning on
July 15, 2016. The Corporation will pay interest on the 2036 Notes and 2046 Notes semiannually on May 15 and November 15 of each year beginning on May 15, 2016. The Corporation may, at its option, redeem the Notes of any series
in whole or in part at any time and from time to time at the redemption price described in the Final Prospectus Supplement. A copy of the Underwriting Agreement and the forms of Notes are filed as exhibits to this report and are incorporated by
reference herein.
The Notes will be issued under an indenture (the “Indenture”) entered into by the Corporation with U.S. Bank
National Association, as trustee, on September 6, 2011, pursuant to which the Corporation may issue an unlimited amount of debt securities from time to time in one or more series. A copy of the Indenture previously was filed as an exhibit to
the Corporation’s Current Report on Form 8-K filed with the SEC on September 8, 2011.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
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| 1.1 |
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Underwriting Agreement, dated as of November 16, 2015, by and among the Corporation and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the
several underwriters named in Schedule I thereto. |
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| 4.1 |
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Form of 1.85% Notes due 2018. |
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Form of 2.50% Notes due 2020. |
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Form of 3.10% Notes due 2023. |
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Form of 3.55% Notes due 2026. |
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| 4.5 |
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Form of 4.50% Notes due 2036. |
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| 4.6 |
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Form of 4.70% Notes due 2046. |
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| 5.1 |
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Opinion of Hogan Lovells US LLP. |
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| 12.1 |
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Computation of ratio of earnings to fixed charges. |
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| 23.1 |
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Lockheed Martin Corporation |
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| Date: November 19, 2015 |
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by: |
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/s/ Stephen M. Piper |
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Stephen M. Piper |
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Vice President and Associate General Counsel |
EXHIBIT INDEX
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| Exhibit No. |
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Description |
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| 1.1 |
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Underwriting Agreement, dated as of November 16, 2015, by and among the Corporation and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the
several underwriters named in Schedule I thereto. |
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| 4.1 |
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Form of 1.85% Notes due 2018. |
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| 4.2 |
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Form of 2.50% Notes due 2020. |
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| 4.3 |
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Form of 3.10% Notes due 2023. |
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Form of 3.55% Notes due 2026. |
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Form of 4.50% Notes due 2036. |
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Form of 4.70% Notes due 2046. |
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| 5.1 |
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Opinion of Hogan Lovells US LLP. |
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| 12.1 |
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Computation of ratio of earnings to fixed charges. |
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| 23.1 |
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1). |
Exhibit 1.1
EXECUTION VERSION
Lockheed Martin Corporation
1.85% Notes due 2018
2.50% Notes due 2020
3.10% Notes due 2023
3.55% Notes due 2026
4.50% Notes due 2036
4.70% Notes due 2046
Underwriting Agreement
November 16, 2015
Citigroup Global Markets
Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities
LLC
Morgan Stanley & Co. LLC
As representatives of the several Underwriters
named in Schedule I hereto,
c/o
Citigroup Global Markets Inc.
388 Greenwich Street
New
York, New York 10013
Ladies and Gentlemen:
Lockheed Martin Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to
issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of $750,000,000 principal amount of 1.85% Notes due 2018 of the
Company (the “2018 Notes”), an aggregate of $1,250,000,000 principal amount of 2.50% Notes due 2020 of the Company (the “2020 Notes”), an aggregate of $500,000,000 principal amount of 3.10% Notes due 2023 of the Company (the
“2023 Notes”), an aggregate of $2,000,000,000 principal amount of 3.55% Notes due 2026 of the Company (the “2026 Notes”), an aggregate of $500,000,000 principal amount of 4.50% Notes due 2036 of the Company (the “2036
Notes”) and an aggregate of $2,000,000,000 principal amount of 4.70% Notes due 2046 of the Company (the “2046 Notes”) (collectively, the “Securities”).
The Company expects to use the net proceeds from the offering of the Securities to repay
borrowings incurred to finance a portion of the purchase price for the Acquisition (as defined below) as described under the caption “Use of Proceeds” in the Pricing Prospectus (as defined below). As described in the Pricing Prospectus,
the Company entered into a Stock Purchase Agreement, dated as of July 19, 2015, among United Technologies Corporation, the other sellers party thereto (collectively, the “Sellers”) and the Company pursuant to which the Company has
purchased from the Sellers all of the issued and outstanding equity of Sikorsky Aircraft Corporation and certain affiliated entities (the “Acquisition”).
1. The Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as
amended (the “Act”) on Form S-3 (File No. 333-197577) in respect of the Securities has been filed by the Company with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date
hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that
purpose has been initiated or, to the knowledge of the Company, has been threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is
hereinafter called the “Basic Prospectus”; any preliminary prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act together with the Basic Prospectus is hereinafter called a
“Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding the Statement of Eligibility and Qualification under the Trust Indenture Act (the “Form T-1”) and including
any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of the registration statement
became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the
“Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any
reference herein to the Registration Statement, the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Act, as of the date of the Registration
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Statement or such prospectus; any reference herein to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any
post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and incorporated by reference therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);
(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been
issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;
(c) For the purposes of this Agreement, the “Applicable Time” is 5:45 p.m. (Eastern time) on the date of this
Agreement; the Pricing Prospectus as supplemented by the final term sheet in the form attached as Schedule III hereto and to be filed pursuant to Section 5(a) hereof, taken together (collectively, the “Pricing Disclosure Package”) as of
the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each
Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the information contained or incorporated by reference in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing
Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Pricing
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Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives
expressly for use therein;
(d) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when
they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the applicable rules and regulations of the Commission thereunder,
and when read together with other information in the Registration Statement, the Pricing Prospectus and the Prospectus, at the respective times they became effective or were filed with the Commission, did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to
the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(b) hereto;
(e)
The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable
filing date and as of the Time of Delivery as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an
Underwriter through the Representatives expressly for use therein or (ii) any statements in or omissions from the part of the Registration Statement that shall constitute the Form T-1 of the Trustee under the Indenture (as defined below);
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(f) (i) The Company and its subsidiaries taken as a whole have not sustained
since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any material loss or material interference with their business from fire, explosion, flood or other calamity or from any labor
dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and (ii) since the respective dates as of which information is given in the Registration Statement and the Pricing
Prospectus, there has not been any material adverse change in the capital stock or long-term debt of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the
Pricing Prospectus and (iii) since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus there shall not have been any material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the
ordinary course of business, otherwise than as set forth or contemplated in the Pricing Prospectus;
(g) The Company has
been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, with the corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus;
(h) The Securities have been duly authorized and, when issued pursuant to the Indenture and delivered pursuant to this
Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the indenture dated as of September 6, 2011 (the
“Indenture”) between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), under which they are to be issued; the Indenture has been duly authorized, executed and delivered by the Company and duly qualified
under the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights and remedies of creditors and to the effect of general principles of equity;
(i) The issue and sale
of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated (i) will not conflict with or result in
a breach of, or constitute a default under, any of the terms or provisions of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the
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Company or any of its subsidiaries is a party or is bound, (ii) will not result in any violation of the provisions of the Charter or Bylaws of the Company or (iii) will not result in
any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except in the case of clauses (i) and
(iii) where the effect of such conflict, breach or default would not be material to the Company and its subsidiaries taken as a whole and would not adversely affect the consummation of the transactions contemplated thereby; and no consent,
approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this
Agreement or the Indenture, except for those that have been obtained or that may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;
(j) The Company is not in violation of its Charter or Bylaws or in breach of any terms of, or in default under, any agreement
or undertaking of the Company in any such case in which the violation, breach or default would have a material adverse effect on the Company and its subsidiaries taken as a whole;
(k) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the
Company is a party or of which any property of the Company is the subject which reasonably could be expected individually, or in the aggregate, to have a material adverse effect on the financial position, stockholders’ equity or results of
operations of the Company and its subsidiaries, taken as a whole; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; and
(l) (A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto
for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at
the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a
“well-known seasoned issuer” as defined in Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning
of Rule 164(h)(2) under the Act) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act.
2. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees,
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severally and not jointly, to purchase from the Company, the principal amounts of Securities set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price of 99.579% of
the principal amount of 2018 Notes, 99.291% of the principal amount of 2020 Notes, 98.961% of the principal amount of 2023 Notes, 98.778% of the principal amount of 2026 Notes, 97.374% of the principal amount of 2036 Notes and 97.644% of the
principal amount of 2046 Notes, plus in each case accrued interest from November 23, 2015 to the Time of Delivery.
3. Upon the
authorization by you of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in this Agreement and the Prospectus. The Underwriters shall give notice to the Company
when all the Securities are sold for purposes of Section 5(c).
4. (a) The Securities to be purchased by each Underwriter hereunder will
be represented by one or more definitive global Securities in book-entry form that will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the
Securities to the Representatives, for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer in Federal (same day) funds to the account specified by the Company to the
Representatives at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of the Representatives at DTC. The Company will cause the certificates representing the Securities to be made available to the
Representatives for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be
9:30 a.m., New York City time, on November 23, 2015 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery”.
(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the
cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof, will be delivered at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (the
“Closing Location”), and the Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 2:00 p.m., New York City time, on the New York Business Day next preceding
the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day”
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.
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5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not
later than the Commission’s close of business on the second business day following the date of this Agreement; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the
Time of Delivery which shall be disapproved by you in your reasonable judgment promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been
filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file the term sheet attached hereto as Schedule III pursuant to Rule 433(d) under the Act within the time required
by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by
the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule
173(a) under the Act) is required under the Act in connection with the offering or sale of the Securities; to advise you during the period the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is
required under the Act in connection with the offering or sale of the Securities, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or other prospectus in respect of the Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of
the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification,
to promptly use all reasonable efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a
new registration statement, at its own expense, as may be necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement);
(b) If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such
form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by you in your reasonable
judgment promptly after reasonable notice thereof;
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(c) If by the third anniversary (the “Renewal Deadline”) of the initial
effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the
Securities, in a form satisfactory to you. If at the Renewal Deadline the Company is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration statement
relating to the Securities, in a form satisfactory to you and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or
appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf
registration statement or such new shelf registration statement, as the case may be;
(d) Promptly from time to time to
take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be obligated to subject itself to taxation or to qualify to do business in any
jurisdiction where it is not now so qualified or be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;
(e) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from
time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in
Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a
result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such
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document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
under the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many
written and electronic copies as you may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(f) During the period beginning from the date hereof and continuing to and including the Time of Delivery, not to offer, sell,
contract to sell or otherwise dispose of any securities of the Company that are substantially similar to the Securities, without the prior written consent of the Representatives;
(g) To make generally available to its securityholders as soon as practicable an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);
(h) To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the
Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act; and
(i)
To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”.
6. (a) (i) The Company represents and agrees that, other than the final term sheet in the form attached as Schedule III hereto and filed
pursuant to Section 5(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under
the Act;
(ii) each Underwriter represents and agrees that, without the prior consent of the Company and the
Representatives, other than one or more term sheets relating to the Securities, containing certain information contemplated by the final term sheet in the form attached as Schedule III hereto and related customary marketing information (which
marketing information shall have been agreed to by the Company), and conveyed to purchasers of Securities in an electronic format customary in the industry, it has not made and will not make any offer relating to the Securities that would constitute
a “free writing prospectus” as defined in Rule 405 under the Act; and
10
(iii) any such free writing prospectus the use of which has been consented to by
the Company and the Representatives (other than the final term sheet in the form attached as Schedule III hereto filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto;
(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required and legending; and
(c) The Company agrees that if at any time
following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus
or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice
thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omission;
provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an
Underwriter through the Representatives expressly for use therein.
7. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing
and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Indenture, the Blue Sky and Legal Investment Memoranda, closing documents (including
any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(c) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees
charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in
connection with the Indenture and the Securities; and (vii) all other costs and expenses
11
incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and
Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may
make.
8. The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations
and warranties and other statements of the Company herein are, at and as of the Applicable Time and the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant
to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any other
material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of
the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened
by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Davis Polk & Wardwell LLP, counsel for the Underwriters, shall have furnished to you such opinion or opinions,
dated the Time of Delivery, with respect to such matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
(c) Hogan Lovells US LLP, counsel for the Company, shall have furnished to you their written opinion, dated the Time of
Delivery, in form and substance reasonably satisfactory to you, to the effect set forth in Annex I hereto.
(d) In-house
counsel to the Company shall have furnished to you its written opinion, dated the Time of Delivery, in form and substance reasonably satisfactory to you, to the effect set forth in Annex II hereto.
12
(e) On the date of the Prospectus and also at the Time of Delivery,
Ernst & Young LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you containing statements and information of the type ordinarily included in
accountants “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Pricing Prospectus and the Prospectus;
(f) On the date of the Prospectus and also at the Time of Delivery, the Company shall have furnished to you a certificate,
dated the respective dates of delivery thereof, of Brian P. Colan, Vice President and Controller of the Company, in form and substance reasonably satisfactory to you, to the effect set forth in Annex III hereto;
(g) (i) The Company and its subsidiaries taken as a whole shall not have sustained since the date of the latest audited
financial statements included or incorporated by reference in the Pricing Prospectus any material loss or material interference with their business from fire, explosion, flood or other calamity or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any material adverse change
in the capital stock or long-term debt of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus or in connection with the adoption or effectiveness of new accounting standards and
(iii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any material adverse change in the general affairs, management, financial position or results of operations of the Company and
its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case
described in clauses (i), (ii) or (iii), in your judgment makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities as contemplated in this Agreement and in the Prospectus;
(h) On or after the Applicable Time, no downgrading shall have occurred in the rating accorded the Company’s debt
securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission under Section 3(a)(62) of the Exchange Act;
13
(i) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange;
(iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States;
(iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political
or economic conditions in the United States or elsewhere, if the effect of any such event specified in clauses (i) through (v) in your judgment makes it impracticable or inadvisable to proceed with the offering or the delivery of the
Securities on the terms and in the manner contemplated in the Prospectus;
(j) The Company shall have furnished or caused
to be furnished to you at the Time of Delivery certificates of officers of the Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by
the Company of all of its obligations hereunder to be performed at or prior to such time, as to the matters set forth in subsections (a) and (f) of this Section and as to such other matters as you may reasonably request.
9. (a) The Company agrees to indemnify and hold harmless each Underwriter against any and all losses, claims, damages and liabilities, joint
or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, provided that legal expenses relate to counsel
acceptable to the Company), to which they, or any of them, may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities
arise solely out of or are based solely upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or
any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as any such untrue statement or omission or alleged untrue statement or omission was
made in (i) the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in
conformity with information furnished in writing to the Company by the Representatives on behalf of any Underwriter of Securities expressly for use therein or (ii) that part of the Registration Statement that constitutes the Statement of
Eligibility and Qualifications on Form T-1 of the Trustee
14
under the Trust Indenture Act, except statements or omissions in such Form T-1 made in reliance upon information furnished in writing to the Trustee by or on behalf of the Company for use
therein.
(b) Each Underwriter agrees to indemnify and hold harmless the Company to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only insofar as such losses, claims, damages or liabilities arise solely out of or are based solely upon any untrue statement or omission or alleged untrue statement or omission that was made in the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with information furnished in
writing to the Company by the Representatives on behalf of any Underwriter of Securities expressly for use therein; provided, however, that the obligation of each such Underwriter to indemnify the Company hereunder shall be limited to the total
price at which the Securities purchased by such Underwriter hereunder were offered to the public.
(c) Any party that proposes to assert
the right to be indemnified under this Section 9 will, promptly after receipt of notice of commencement of any action, suit or proceeding against any such party in respect of which a claim is to be made against an indemnifying party under this
Section 9, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served, but the omission so to notify such indemnifying party of any such action, suit or proceeding shall not
relieve it from any liability that it may have to any indemnified party otherwise than under Section 9(a) or 9(b), as applicable (it being understood that the omission so to notify such indemnifying party shall relieve it from any liability it may
have to any indemnified party under Section 9(a) or 9(b); provided, however, that timely notice hereunder to the Representatives made pursuant to Section 13 hereof shall be deemed timely notice to any Underwriter that is an indemnifying party). In
case any such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, such indemnifying party or parties shall be entitled to participate in, and, to the
extent that it or they shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party or parties to such
indemnified party of its or their election so to assume the defense thereof, the indemnifying party or parties shall not be liable to such indemnified party for any legal or other expenses, other than reasonable costs of investigation subsequently
incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying party or parties, (ii) the indemnified party shall have reasonably concluded that there may be a conflict of interest
between the indemnifying party or parties and the indemnified party in the conduct of the defense of such action (in which case the indemnifying party or parties shall not have the right to direct the defense of such action on behalf of the
indemnified party), or (iii)
15
the indemnifying party or parties shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of
the indemnifying party or parties. In the event that the indemnified party retains separate counsel pursuant to clause (i), (ii), or (iii) of the previous sentence, such counsel shall be reasonably acceptable to the indemnifying party. Any
indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent.
(d) If the
indemnification provided for in this Section 9 is unavailable to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to
therein (other than because such indemnification, by its terms, does not apply), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities to which such loss, claim, damage or
liability (or actions in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection
(c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the
one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the
total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages
or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it
16
and distributed to investors were offered to investors exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.
(e) The obligations of the Company under this Section 9 shall be in addition to any liability that the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.
10. (a) If any Underwriter shall default in its obligation to purchase any Securities that it has agreed to purchase hereunder, you may in
your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities,
then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed
periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of
Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to prepare and
file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under
this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.
(b) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities that remains
unpurchased does not exceed one-tenth of the aggregate principal amount of the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed
to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
17
(c) If, after giving effect to any arrangements for the purchase of the Securities of a
defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Securities that remains unpurchased exceeds one-tenth of the aggregate principal amount of the Securities, as
referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this
Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and
contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(d) For purposes of this Section 10, the 2018 Notes, the 2020 Notes, the 2023 Notes, the 2026 Notes, the 2036 Notes and the 2046 Notes
shall be treated as six separate series of Securities, and Section 10 shall apply to each series as if this Agreement applied solely to such series.
11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any
Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities.
12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter
except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.
13. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you.
18
All statements, requests, notices and agreements hereunder shall be in writing, and if to the
Underwriters shall be delivered or sent by mail or facsimile transmission to you as the representatives in care of Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013; Attention: General Counsel, fax: (646) 291-1469;
Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198; Attention: Registration Department; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, fax: (212) 834-6081; Attention: Investment Grade Syndicate
Desk; and Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, fax: (212) 507-8999 Attention: Investment Banking Division; and if to the Company shall be delivered or sent by mail or facsimile transmission to
the address of the Company set forth in the Registration Statement, Attention: Vice President and Treasurer (with a copy, which shall not constitute notice, to the Senior Vice President and General Counsel); provided, however,
that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, which address will be supplied to
the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
14. This
Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any
Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.
15. Time shall be of the essence of this Agreement. As used herein, the
term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.
16. The
Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other,
(ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary
responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other
obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that
the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
19
17. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York.
18. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
19. The
Company is authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, and all
materials of any kind (including tax opinions and other tax analyses) related to those benefits, without the Underwriters imposing any limitation of any kind.
If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers
thereof.
20
|
|
|
| Very truly yours, |
|
| LOCKHEED MARTIN CORPORATION |
|
|
| By: |
|
/s/ Kenneth R. Possenriede |
|
|
Name: Kenneth R. Possenriede |
|
|
Title: Vice President and Treasurer |
21
|
|
|
| Accepted as of the date hereof: |
|
| Citigroup Global Markets Inc. |
|
|
| By: |
|
/s/ Adam D. Bordner |
|
|
|
|
Name: Adam D. Bordner |
|
|
Title: Vice President |
|
| Goldman, Sachs & Co. |
|
|
| By: |
|
/s/ Matthew D. Leavitt |
|
|
|
|
Name: Matthew D. Leavitt |
|
|
Title: Managing Director |
|
| J.P. Morgan Securities LLC |
|
|
| By: |
|
/s/ Robert Bottamedi |
|
|
|
|
Name: Robert Bottamedi |
|
|
Title: Vice President |
|
| Morgan Stanley & Co. LLC |
|
|
| By: |
|
/s/ Yurij Slyz |
|
|
|
|
Name: Yurij Slyz |
|
|
Title: Executive Director |
On behalf of each of the Underwriters listed in Schedule I hereto
22
SCHEDULE I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Underwriter |
|
Principal
Amount of 2018
Notes to be
Purchased |
|
|
Principal
Amount of 2020
Notes to be
Purchased |
|
|
Principal
Amount of
2023 Notes to
be Purchased |
|
|
Principal
Amount of 2026
Notes to be
Purchased |
|
|
Principal
Amount of
2036 Notes to
be Purchased |
|
|
Principal
Amount of 2046
Notes to be
Purchased |
|
| Citigroup Global Markets Inc. |
|
$ |
112,500,000 |
|
|
$ |
187,500,000 |
|
|
$ |
75,000,000 |
|
|
$ |
300,000,000 |
|
|
$ |
75,000,000 |
|
|
$ |
300,000,000 |
|
| Goldman, Sachs & Co. |
|
$ |
93,750,000 |
|
|
$ |
156,250,000 |
|
|
$ |
62,500,000 |
|
|
$ |
250,000,000 |
|
|
$ |
62,500,000 |
|
|
$ |
250,000,000 |
|
| J.P. Morgan Securities LLC |
|
$ |
93,750,000 |
|
|
$ |
156,250,000 |
|
|
$ |
62,500,000 |
|
|
$ |
250,000,000 |
|
|
$ |
62,500,000 |
|
|
$ |
250,000,000 |
|
| Morgan Stanley & Co. LLC |
|
$ |
93,750,000 |
|
|
$ |
156,250,000 |
|
|
$ |
62,500,000 |
|
|
$ |
250,000,000 |
|
|
$ |
62,500,000 |
|
|
$ |
250,000,000 |
|
| Credit Agricole Securities (USA) Inc. |
|
$ |
56,250,000 |
|
|
$ |
93,750,000 |
|
|
$ |
37,500,000 |
|
|
$ |
150,000,000 |
|
|
$ |
37,500,000 |
|
|
$ |
150,000,000 |
|
| Merrill Lynch, Pierce, Fenner & Smith
Incorporated |
|
$ |
56,250,000 |
|
|
$ |
93,750,000 |
|
|
$ |
37,500,000 |
|
|
$ |
150,000,000 |
|
|
$ |
37,500,000 |
|
|
$ |
150,000,000 |
|
| Mizuho Securities USA Inc. |
|
$ |
56,250,000 |
|
|
$ |
93,750,000 |
|
|
$ |
37,500,000 |
|
|
$ |
150,000,000 |
|
|
$ |
37,500,000 |
|
|
$ |
150,000,000 |
|
| Wells Fargo Securities, LLC |
|
$ |
56,250,000 |
|
|
$ |
93,750,000 |
|
|
$ |
37,500,000 |
|
|
$ |
150,000,000 |
|
|
$ |
37,500,000 |
|
|
$ |
150,000,000 |
|
| Lloyds Securities Inc. |
|
$ |
24,375,000 |
|
|
$ |
40,625,000 |
|
|
$ |
16,250,000 |
|
|
$ |
65,000,000 |
|
|
$ |
16,250,000 |
|
|
$ |
65,000,000 |
|
| U.S. Bancorp Investments, Inc. |
|
$ |
24,375,000 |
|
|
$ |
40,625,000 |
|
|
$ |
16,250,000 |
|
|
$ |
65,000,000 |
|
|
$ |
16,250,000 |
|
|
$ |
65,000,000 |
|
| ANZ Securities, Inc. |
|
$ |
11,250,000 |
|
|
$ |
18,750,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
| Barclays Capital Inc. |
|
$ |
11,250,000 |
|
|
$ |
18,750,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
| RBC Capital Markets, LLC |
|
$ |
11,250,000 |
|
|
$ |
18,750,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
| SMBC Nikko Securities America, Inc. |
|
$ |
11,250,000 |
|
|
$ |
18,750,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
| TD Securities (USA) LLC |
|
$ |
11,250,000 |
|
|
$ |
18,750,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
| UniCredit Capital Markets LLC |
|
$ |
11,250,000 |
|
|
$ |
18,750,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
|
$ |
7,500,000 |
|
|
$ |
30,000,000 |
|
| Academy Securities, Inc. |
|
$ |
1,875,000 |
|
|
$ |
3,125,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
| Blaylock Beal Van, LLC |
|
$ |
1,875,000 |
|
|
$ |
3,125,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
| C.L. King & Associates, Inc. |
|
$ |
1,875,000 |
|
|
$ |
3,125,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
| Drexel Hamilton, LLC |
|
$ |
1,875,000 |
|
|
$ |
3,125,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
| Mischler Financial Group, Inc. |
|
$ |
1,875,000 |
|
|
$ |
3,125,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
S1-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Samuel A. Ramirez & Company, Inc. |
|
$ |
1,875,000 |
|
|
$ |
3,125,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
| Siebert Brandford Shank & Co., L.L.C. |
|
$ |
1,875,000 |
|
|
$ |
3,125,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
| The Williams Capital Group, L.P. |
|
$ |
1,875,000 |
|
|
$ |
3,125,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
|
$ |
1,250,000 |
|
|
$ |
5,000,000 |
|
| Total |
|
$ |
750,000,000 |
|
|
$ |
1,250,000,000 |
|
|
$ |
500,000,000 |
|
|
$ |
2,000,000,000 |
|
|
$ |
500,000,000 |
|
|
$ |
2,000,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S1-2
SCHEDULE II
(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:
Electronic roadshow dated November 16, 2015.
(b) Additional Documents Incorporated by Reference:
None.
S2-1
SCHEDULE III
Lockheed Martin Corporation
Pricing Term Sheet
November 16, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
1.85% Notes due
2018 |
|
2.50% Notes due
2020 |
|
3.10% Notes due
2023 |
|
3.55% Notes due
2026 |
|
4.50% Notes due
2036 |
|
4.70% Notes due
2046 |
|
|
|
|
|
|
|
| Issuer: |
|
Lockheed
Martin
Corporation |
|
Lockheed
Martin
Corporation |
|
Lockheed
Martin
Corporation |
|
Lockheed
Martin
Corporation |
|
Lockheed
Martin
Corporation |
|
Lockheed
Martin
Corporation |
|
|
|
|
|
|
|
| Security Type: |
|
Senior
Unsecured |
|
Senior
Unsecured |
|
Senior
Unsecured |
|
Senior
Unsecured |
|
Senior
Unsecured |
|
Senior
Unsecured |
|
|
|
|
|
|
|
| Trade Date: |
|
November 16,
2015 |
|
November 16,
2015 |
|
November 16,
2015 |
|
November 16,
2015 |
|
November 16,
2015 |
|
November 16,
2015 |
|
|
|
|
|
|
|
| Settlement Date (T+5)**: |
|
November 23,
2015 |
|
November 23,
2015 |
|
November 23,
2015 |
|
November 23,
2015 |
|
November 23,
2015 |
|
November 23,
2015 |
|
|
|
|
|
|
|
| Interest Payment Dates: |
|
May 23 and
November 23,
beginning on
May 23, 2016 |
|
May 23 and
November 23,
beginning on
May 23, 2016 |
|
January 15
and July 15,
beginning on
July 15, 2016 |
|
January 15
and July 15,
beginning on
July 15, 2016 |
|
May 15 and
November 15,
beginning on
May 15, 2016 |
|
May 15 and
November 15,
beginning on
May 15, 2016 |
|
|
|
|
|
|
|
| Expected Ratings*: |
|
[Intentionally
Omitted] |
|
[Intentionally
Omitted] |
|
[Intentionally
Omitted] |
|
[Intentionally
Omitted] |
|
[Intentionally
Omitted] |
|
[Intentionally
Omitted] |
|
|
|
|
|
|
|
| Size: |
|
$750,000,000 |
|
$1,250,000,000 |
|
$500,000,000 |
|
$2,000,000,000 |
|
$500,000,000 |
|
$2,000,000,000 |
|
|
|
|
|
|
|
| Maturity: |
|
November 23,
2018 |
|
November 23,
2020 |
|
January 15,
2023 |
|
January 15,
2026 |
|
May 15,
2036 |
|
May 15,
2046 |
|
|
|
|
|
|
|
| Coupon: |
|
1.85% per
annum,
accruing from
November 23,
2015 |
|
2.50% per
annum,
accruing from
November 23,
2015 |
|
3.10% per
annum,
accruing from
November 23,
2015 |
|
3.55% per
annum,
accruing from
November 23,
2015 |
|
4.50% per
annum,
accruing from
November 23,
2015 |
|
4.70% per
annum,
accruing from
November 23,
2015 |
|
|
|
|
|
|
|
| Price to Public: |
|
99.829% of
face amount,
plus accrued
interest, if
any, from
November 23,
2015 |
|
99.641% of
face amount,
plus accrued
interest, if
any, from
November 23,
2015 |
|
99.361% of
face amount,
plus accrued
interest, if
any, from
November 23,
2015 |
|
99.228% of
face amount,
plus accrued
interest, if
any, from
November 23,
2015 |
|
98.124% of
face amount,
plus accrued
interest, if
any, from
November 23,
2015 |
|
98.519% of
face amount,
plus accrued
interest, if
any, from
November 23,
2015 |
|
|
|
|
|
|
|
| Yield to Maturity: |
|
1.909% |
|
2.577% |
|
3.200% |
|
3.641% |
|
4.643% |
|
4.793% |
|
|
|
|
|
|
|
| Spread to Benchmark Treasury: |
|
+72 basis
points |
|
+92 basis
points |
|
+117 basis
points |
|
+137 basis
points |
|
+157 basis
points |
|
+172 basis
points |
|
|
|
|
|
|
|
| Benchmark Treasury: |
|
1.250% due
November 15,
2018 |
|
1.375% due
October 31,
2020 |
|
1.875% due
October 31,
2022 |
|
2.250% due
November 15,
2025 |
|
2.875% due
August 15,
2045 |
|
2.875% due
August 15,
2045 |
|
|
|
|
|
|
|
| Benchmark Treasury Price and Yield: |
|
100-05 3⁄4 /
1.189% |
|
98-21 1⁄4 /
1.657% |
|
99-00 /
2.030% |
|
99-26 /
2.271% |
|
96-05 /
3.073% |
|
96-05 /
3.073% |
S3-1
|
|
|
|
|
|
|
|
|
|
|
|
|
| Optional Redemption: |
|
Callable at any
time at the
greater of (a)
100% of the
principal
amount and (b)
the make-
whole price of
T+15 basis
points |
|
Prior to
October 23,
2020 (one
month prior to
the maturity
date), callable
at the greater of
(a) 100% of the
principal
amount and (b)
the make-whole
price of T+15
basis
pointsCallable at par
on or after
October 23,
2020 |
|
Prior to
November 15,
2022 (two
months prior to
the maturity
date), callable at
the greater of
(a) 100% of the
principal
amount and (b)
the make-whole
price of T+20
basis
pointsCallable at par
on or after
November 15,
2022 |
|
Prior to
October 15,
2025 (three
months prior to
the maturity
date), callable at
the greater of
(a) 100% of the
principal
amount and (b)
the make-whole
price of T+20
basis
pointsCallable at par
on or after
October 15,
2025 |
|
Prior to
November 15,
2035 (six
months prior to
the maturity
date), callable at
the greater of
(a) 100% of the
principal
amount and (b)
the make-whole
price of T+25
basis
pointsCallable at par
on or after
November 15,
2035 |
|
Prior to
November 15,
2045 (six
months prior to
the maturity
date), callable
at the greater of
(a) 100% of the
principal
amount and (b)
the make-whole
price of T+30
basis
pointsCallable at par
on or after
November 15,
2045 |
|
|
|
|
|
|
|
| CUSIP #: |
|
539830 BJ7 |
|
539830 BF5 |
|
539830 BG3 |
|
539830 BH1 |
|
539830 BK4 |
|
539830 BL2 |
|
|
|
|
|
|
|
| ISIN #: |
|
US539830BJ76 |
|
US539830BF54 |
|
US539830BG38 |
|
US539830BH11 |
|
US539830BK40 |
|
US539830BL23 |
|
|
| Joint Book-Running Managers: |
|
Citigroup Global Markets Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities LLC Morgan Stanley & Co. LLC
Credit Agricole Securities (USA) Inc. Merrill Lynch, Pierce,
Fenner & Smith
Incorporated
Mizuho Securities USA Inc. Wells Fargo Securities,
LLC |
|
|
| Joint Lead Managers: |
|
Lloyds Securities Inc.
U.S. Bancorp Investments, Inc. |
|
|
| Senior Co-Managers: |
|
ANZ Securities, Inc.
Barclays Capital Inc.
RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.
TD Securities (USA) LLC UniCredit Capital Markets
LLC |
|
|
| Co-Managers: |
|
Academy Securities, Inc.
Blaylock Beal Van, LLC
C.L. King & Associates, Inc. Drexel Hamilton, LLC
Mischler Financial Group, Inc. Samuel A. Ramirez & Company,
Inc. Siebert Brandford Shank & Co., L.L.C. The Williams
Capital Group, L.P. |
| * |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** |
The issuer expects that delivery of the notes will be made to investors on or about November 23, 2015, which will be the fifth business day following the date of this pricing term sheet (such settlement being
referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade notes on the date of the prospectus supplement or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement
arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing or the next succeeding business day should consult their advisors. |
S3-2
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which
this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC that are incorporated by reference in the prospectus for more complete information
about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the
prospectus if you request it by calling Citigroup Global Markets Inc., toll free, at 1-800-831-9146, Goldman, Sachs & Co., toll free, at 1-866-471-2526, J.P. Morgan Securities LLC, collect, at 1-212-834-4533 or Morgan Stanley & Co.
LLC, toll free at 1-866-718-1649.
This pricing term sheet supplements the preliminary form of prospectus supplement issued by Lockheed Martin Corporation
on November 16, 2015 relating to its prospectus dated July 23, 2014.
Any disclaimer or other notice that may appear below is not applicable to
this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
S3-3
ANNEX I
Form of opinion of Hogan Lovells US LLP, counsel for the Company
| 1. |
The Company is validly existing as a corporation and in good standing, as of the date of the certificate specified in Item 10 of Schedule 1 attached hereto, under the Maryland General Corporation Law. The
Company has the corporate power and corporate authority under the Charter and the Maryland General Corporation Law to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities and to own, lease
and operate its current properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus. |
| 2. |
The Underwriting Agreement has been duly authorized, executed and delivered on behalf of the Company. |
| 3. |
The Securities have been duly authorized by the Company, and, when the Securities have been duly executed and authenticated in accordance with the Indenture and delivered against payment of the consideration therefor in
accordance with the Underwriting Agreement, each registered holder of a Note will be entitled to the benefits of the Indenture and the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms. |
| 4. |
The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
|
| 5. |
The information contained in the Prospectus under the captions “Description of Debt Securities,” “Description of the Notes,” and “Certain United States Federal Tax Consequences,” to the
extent that such information constitutes matters of law or legal conclusions or purports to describe certain provisions of the Underwriting Agreement, the Indenture and the Securities, has been reviewed by us and is correct in all material respects.
|
| 6. |
The execution and delivery by the Company of the Underwriting Agreement, the Indenture and the Securities, and the performance of the Underwriting Agreement, the Indenture and the Securities by the Company on the date
of this opinion, do not (i) violate the Charter or Bylaws of the Company or (ii) violate any provision of applicable internal Maryland law or applicable federal statutes and regulations. |
| 7. |
Based solely upon our review of the information regarding the Company provided through the EDGAR System on the Commission’s website, the
Registration Statement became effective under the Securities Act, and, to our knowledge, no |
A-I-1
| |
stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for such purpose have been instituted or are threatened by the
Commission against the Company. |
| 8. |
The Registration Statement and the Prospectus (except for the Statement of Eligibility on Form T-1 and the financial statements and supporting schedules and other financial data included or incorporated therein, or
omitted therefrom, as to which we express no opinion), as of their respective effectiveness or issue dates, complied as to form in all material respects with the requirements of the Securities Act. |
| 9. |
No approval, authorization, order, registration, qualification or consent of, or filing with, any federal governmental agency or the State Department of Assessments and Taxation of the State of Maryland is required to
be obtained or made by the Company under applicable federal statutes and regulations, the Maryland General Corporation Law or applicable internal Maryland law in connection with the execution and delivery by the Company of the Underwriting
Agreement, the Indenture and the Securities, and the performance of the Underwriting Agreement, the Indenture and the Securities by the Company on the date of this opinion. |
| 10. |
The Indenture has been duly qualified under the Trust Indenture Act. |
No facts have come to our attention that
cause us to believe that:
(i) the Registration Statement, as of the date of the Underwriting Agreement, contained an untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) the Prospectus, as of its date or as of the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(iii) the Pricing Disclosure Package, as of 5:45 p.m. (New York City time) on November 16, 2015 (which we have assumed with your
permission is a time prior to the time of the first sale of the Securities by any Underwriter), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided that in making the foregoing statements, we do not express any belief with respect to the financial statements and supporting schedules and other financial or accounting
information and data derived from such financial
A-I-2
statements and schedules or from the books and records of the Company or assessments of or reports on the effectiveness of internal control over financial reporting contained or incorporated by
reference in or omitted from the Registration Statement, the Pricing Disclosure Package or the Prospectus.
A-I-3
ANNEX II
Form of opinion of In-house counsel to the Company
| 1. |
The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business requires such qualification, except where the
failure to qualify and be in good standing would not materially and adversely affect the financial condition of the Company and its subsidiaries taken as a whole. |
| 2. |
To my knowledge, other than as set forth or incorporated by reference in the Pricing Disclosure Package, there are not any legal or governmental proceedings pending or threatened to which the Company is subject, or of
which any property of the Company is subject, that reasonably are expected to have a material adverse effect on the financial position, stockholders equity or results of operations of the Company and its subsidiaries taken as a whole.
|
| 3. |
Neither the issue and sale of the Securities, the consummation of any other of the transactions contemplated by the Underwriting Agreement and the Indenture, nor the fulfillment of the terms of the Underwriting
Agreement and the Indenture, will conflict with, result in a breach of, or constitute a default under the terms of any indenture or other agreement or instrument to which the Company or any of its subsidiaries is a party or is bound, except where
the effect of such conflict, breach or default would not be material to the Company and its subsidiaries taken as a whole and would not adversely affect the consummation of the transactions contemplated thereby. |
| 4. |
The documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act and incorporated by reference into the Pricing Prospectus and the Prospectus, and all documents filed under the
Exchange Act and so deemed to be included in the Pricing Prospectus and the Prospectus or any amendment or supplement thereto, (the “Exchange Act Reports”) (other than the financial statements and notes thereto, the financial statements
schedules and the other financial data included or incorporated by reference therein, as to which I express no opinion), subject to any amendments or supplements thereto included in the Exchange Act Reports filed before the date of the Underwriting
Agreement, when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. |
| 5. |
The execution and delivery by the Company of the Underwriting Agreement, the Indenture and the Securities, and the performance of the Underwriting Agreement, the Indenture and the Securities by the Company on the date
of this opinion, do not, to my knowledge, violate any order or regulation applicable to the Company or any of its subsidiaries, of any court, regulatory body, administrative agency, governmental agency or arbitrator having jurisdiction over the
Company or any of its subsidiaries. |
A-II-1
ANNEX III
Form of the Certificate of the Vice President and Controller
LOCKHEED MARTIN CORPORATION
CERTIFICATE OF THE VICE PRESIDENT AND CONTROLLER
November [ ], 2015
Reference is hereby made to the Underwriting Agreement, dated November 16, 2015 (the “Underwriting Agreement”), between Lockheed Martin
Corporation (the “Company”) and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters named on Schedule I thereto (the
“Underwriters”). Capitalized terms used but not defined in this certificate have the meaning assigned to them in the Underwriting Agreement.
I
oversee the accounting matters of the Company and am familiar with the accounting books and records and internal controls of the Company. To assist the Underwriters in conducting and documenting their investigation of the affairs of the Company, I,
Brian P. Colan, in my capacity as Vice President and Controller, do hereby certify pursuant to Section 8(f) of the Underwriting Agreement that after reasonable inquiry and investigation by myself or members of my staff who are responsible for
the Company’s accounting matters:
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1. |
I have reviewed each of the items identified by you in the pages attached hereto as Exhibit A (the “Sikorsky Information”) and incorporated in the Registration Statement[,][and] the Pricing Prospectus [and the
Prospectus]1. |
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2. |
The Sikorsky Information is based on the reports filed by United Technologies Corporation with the Commission under the Exchange Act, and nothing has come to my attention nor, to my knowledge, the attention of any other
member of the Company’s accounting staff that would cause me to believe that the Sikorsky Information is inaccurate in any material respect. |
| 1 |
References to the Prospectus are to be included only in the certificate that is delivered on the Closing Date. The certificate that is delivered at pricing will only reference the Pricing Prospectus. |
A-III-1
IN WITNESS WHEREOF, I have signed this certificate as of the date first written above.
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| LOCKHEED MARTIN CORPORATION |
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| By: |
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Name: Brian P. Colan |
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Title: Vice President and Controller |
[Signature Page to Controller’s Certificate]
A-III-2
Exhibit A
As excerpted from the Company’s Preliminary Prospectus Supplement dated November 16, 2015:
United Technologies reported in its Annual Report on Form 10-K for the year ended December 31, 2014 that its Sikorsky business segment, which is
comprised of the Sikorsky business that we acquired, had net sales of $7.45 billion in 2014. These results included the impact of changes in Sikorsky’s accounting method in 2014 for its contract with the Canadian government for the Cyclone
helicopter program as a result of changes in the terms of the contract that were made in 2014 to resolve disputes between the Canadian government and Sikorsky regarding the requirements and performance of the contract. The effects of this change
included a one-time increase in net sales of $830 million in 2014. In its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, United Technologies reported that its Sikorsky business segment had net sales of $4.38 billion for
the nine months ended September 30, 2015. Sikorsky’s net sales in 2015 have been impacted by weakened demand for helicopters for commercial operations and the timing of the transition of development programs to production. Sikorsky’s
commercial helicopter sales are affected by oil and gas industry trends that are outside of its control.
The Sikorsky financial information referenced
above is as reported for the Sikorsky business segment by United Technologies in its reports filed with the SEC under the Exchange Act and may not necessarily be indicative of the financial results that we will record for Sikorsky as part of our MST
business segment. The net sales of Sikorsky on a stand-alone basis for the year ended December 31, 2014 and the nine months ended September 30, 2015 that we will include in an amendment to our Current Report on Form 8-K related to the
closing of the Sikorsky acquisition may differ from the information referenced above.
A-III-3
Exhibit 4.1
GLOBAL SECURITY
NOT TO BE
EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
(See Legend on Next Page)
LOCKHEED MARTIN CORPORATION
1.85% Note due 2018
LOCKHEED MARTIN
CORPORATION, a Maryland corporation, for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on November 23,
2018.
Interest Payment Dates: May 23 and November 23
Record Dates: May 1 and November 1
Additional provisions of this Note are set forth on the other side of this Note.
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| LOCKHEED MARTIN CORPORATION |
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| By: |
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Kenneth R. Possenriede |
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Vice President and Treasurer |
Dated:
Authenticated:
This is one of the Securities
of the series designated
herein
and referred to in the
within-mentioned Indenture.
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| U.S. Bank National Association,
as Trustee |
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| By: |
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1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
LOCKHEED MARTIN CORPORATION
1.85% Note due 2018
1.
Interest. Lockheed Martin Corporation (“Corporation”), a Maryland corporation, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Corporation will pay interest semiannually on May 23
and November 23 of each year. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 23, 2015. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
2. Method of Payment. The Corporation will pay interest on the Notes (except defaulted interest, which shall be
paid as set forth below) to the persons who are registered Holders of Notes at the close of business on the record date for the next interest payment date even if the Notes are canceled after the record date and on or before the interest payment
date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Corporation, notice whereof shall be given to Holders of Notes not less than 15 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Holders must surrender the Notes to a Paying Agent to collect principal payments. The Corporation will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and private debts. However, the Corporation may pay principal and interest by its check payable in such money. It may mail an interest check to a Holder’s registered
address. To the extent lawful, the Corporation shall pay interest on overdue principal at the rate borne by the Notes and shall pay interest on overdue installments of interest at the same rate.
2
3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the
“Trustee”) will act as Paying Agent and Registrar. The Corporation may change any Paying Agent, Registrar or co-registrar without notice. The Corporation or any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated as of September 6, 2011 (the “Indenture”), between the
Corporation and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “Act”). The
Notes are subject to all such terms, and Holders are referred to the Indenture, all applicable supplemental indentures and the Act for a statement of those terms. As provided in the Indenture, the Securities issued under the Indenture may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be
subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Notes designated on
the face hereof, unlimited in aggregate principal amount.
5. Optional Redemption. The Corporation may redeem all the Notes as a whole or
in part, at the Corporation’s option, at any time, for a price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined
below) on the Notes to be redeemed discounted to the redemption date semiannually (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points. In each case, the redemption price will also
include accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed. The Independent Investment Banker (as defined below) will calculate the redemption price.
“Treasury Rate” means, with respect to the Notes on any redemption date, the rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for the redemption
date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining term of the Notes.
“Comparable Treasury Price” means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”, or (2) if such release (or any successor release) is not published or does not
contain such prices on such business day, (a) the average of the Reference Treasury Dealer
3
Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker” means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with the Corporation.
“Reference Treasury Dealer” means
each of Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and the respective successors of each; provided, however, that, if any of the foregoing ceases to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Corporation will replace that former dealer with another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer for any redemption date, the average,
as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
“Remaining Scheduled Payments” means, with respect to each Note being redeemed, the remaining
scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on that Note that would be due after the related redemption date but for the redemption.
6. Notice of Redemption. Notice of redemption will be mailed at least 20 days but not more than 60 days before the redemption date to each
Holder of Notes to be redeemed at such Holder’s registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed;
provided that the unredeemed portion of the Note shall be $2,000 in principal amount and $1,000 multiples above that amount. On and after the redemption date interest ceases to accrue on the Notes or portions of them called for redemption.
7. Denominations; Transfer; Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and $1,000 multiples
above that amount. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. Also, it need not transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or before an interest payment date.
This Note is issued in the form of a Global Security and is exchangeable in whole, but not in part, for Notes registered in the names of
persons other than the Depositary or its nominee or in the name of a successor to the Depositary or a nominee of such successor depositary only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as
Depositary for this Note or if at any time such Depositary shall no longer be registered as a clearing agency in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and, in either case, a
successor depositary is not appointed by the Corporation within 90 days of the receipt by the Corporation of such notice or of the Corporation becoming aware of such condition, or (ii) the Corporation in its discretion at any time determines
4
not to have all of the Notes represented by one or more Global Security or Securities. If this Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Notes of like
tenor and terms in definitive form in aggregate principal amount equal to the principal amount of the Global Security. Subject to the foregoing, this Note is not exchangeable, except for a Note or Notes of the same aggregate denominations to be
registered in the name of such Depositary or its nominee or in the name of a successor to the Depositary or a nominee of such successor depositary.
8. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of it for all purposes, and neither the Corporation,
the Trustee, nor any Registrar, Paying Agent or co-registrar shall be affected by notice to the contrary.
9. Unclaimed Money. If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay, unless otherwise prohibited by mandatory provisions of applicable abandoned property law, the money back to the Corporation at its
request. After that, Holders entitled to unclaimed money must look only to the Corporation and not to the Trustee for payment unless an abandoned property law designates another person.
10. Defeasance. In accordance with Article 8 of the Indenture, the Corporation may defease certain of its obligations with respect to the
Notes or discharge its obligations with respect to the Notes by, among other things, irrevocably depositing with the Trustee, in trust, cash or government securities sufficient to pay all sums due on the Notes.
11. Amendment; Supplement; Waiver. Subject to certain exceptions as therein provided, the Indenture or the Notes may be amended or
supplemented with the written consent of the Holders of not less than a majority in principal amount of the Notes, and, subject to certain exceptions and limitations as provided in the Indenture, any past default or compliance with any provision may
be waived with the consent of the Holders of a majority in principal amount of the Notes. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented, for among other reasons, to cure any ambiguity, omission, defect
or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to make any change that does not materially adversely affect the rights of any Holder. Without the consent of any Holder, the Trustee may waive
compliance with any provision of the Indenture or the Notes if the waiver does not materially adversely affect the rights of any Holder.
12. Restrictive Covenants. The Indenture does not limit unsecured debt of the Corporation or any of its Subsidiaries. It does limit certain
mortgages, liens and sale-leaseback transactions. The limitations are subject to a number of important qualifications and exceptions. Once a year the Corporation must report to the Trustee on compliance with the limitations.
13. Successors. When a successor entity assumes all the obligations of the Corporation or its successors under the Notes and the Indenture,
the predecessor corporation will be released from those obligations.
14. Defaults and Remedies. An Event of Default is: failure to pay
the principal on any Note when due; failure for 30 days to pay interest on the Notes when due; failure by the Corporation to comply with any other agreement relating to the Indenture or the Notes for 90 days after the Corporation has been given
written notice of such failure; and certain events of bankruptcy, insolvency or reorganization. If an Event of Default with respect to Notes of this series occurs
5
and is continuing, the Trustee, by notice to the Corporation, or the Holders of at least 25% in principal amount of the Notes, by notice to the Corporation and the Trustee, may declare the
principal of and accrued interest, if any, on all the Notes to be due and payable immediately. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the
Notes unless it receives indemnity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice
of any continuing default (except a default in payment of principal or interest) if a committee of its trust officers in good faith determines that withholding notice is in the interests of such Holders.
15. Additional Notes. The Corporation may from time to time, without the consent of the Holders, create and issue additional debt securities
on the same terms and conditions (except for the issue date, initial public offering price and, if applicable, the initial interest payment date) and with the same CUSIP number as the Notes, so that those additional debt securities and the Notes
will form a single series of Securities under the Indenture.
16. Trustee Dealings with the Corporation. U.S. Bank National Association,
the Trustee under the Indenture, in its individual or any other capacity may make loans to, accept deposits from and perform services for the Corporation or any of its affiliates, and may otherwise deal with the Corporation or its affiliates as if
it were not Trustee.
17. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Corporation shall not
have any liability for any obligations of the Corporation under the Notes or the Indenture or for any claim based on, with respect to, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such
liability. This waiver and release are part of the consideration for the issue of the Notes.
18. Authentication. This Note shall not be
valid until the Trustee manually signs the certificate of authentication on the other side of this Note.
19. Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Corporation had caused CUSIP numbers to be printed on the Note and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
accuracy of any of such numbers either as printed on the Note or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
21. Miscellaneous. This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of Maryland.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
6
The Corporation will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention: Secretary.
I or we assign and transfer to
Insert social security or other identifying number of assignee
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint
agent to transfer this Note on the books of the
Corporation. The agent may substitute another to act for him.
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(Sign exactly as name appears on the other side of this Note) |
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Signature Guarantee: |
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(Signature must be guaranteed by an eligible institution within the meaning of Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended) |
7
Exhibit 4.2
GLOBAL SECURITY
NOT TO BE
EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
(See Legend on Next Page)
LOCKHEED MARTIN CORPORATION
2.50% Note due 2020
LOCKHEED MARTIN
CORPORATION, a Maryland corporation, for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on November 23,
2020.
Interest Payment Dates: May 23 and November 23
Record Dates: May 1 and November 1
Additional provisions of this Note are set forth on the other side of this Note.
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| LOCKHEED MARTIN CORPORATION |
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| By: |
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Kenneth R. Possenriede |
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Vice President and Treasurer |
Dated:
Authenticated:
This is one of the Securities
of the series designated
herein
and referred to in the
within-mentioned Indenture.
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| U.S. Bank National Association,
as Trustee |
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| By: |
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1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
LOCKHEED MARTIN CORPORATION
2.50% Note due 2020
1.
Interest. Lockheed Martin Corporation (“Corporation”), a Maryland corporation, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Corporation will pay interest semiannually on May 23
and November 23 of each year. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 23, 2015. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
2. Method of Payment. The Corporation will pay interest on the Notes (except defaulted interest, which shall be
paid as set forth below) to the persons who are registered Holders of Notes at the close of business on the record date for the next interest payment date even if the Notes are canceled after the record date and on or before the interest payment
date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Corporation, notice whereof shall be given to Holders of Notes not less than 15 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Holders must surrender the Notes to a Paying Agent to collect principal payments. The Corporation will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and private debts. However, the Corporation may pay principal and interest by its check payable in such money. It may mail an interest check to a Holder’s registered
address. To the extent lawful, the Corporation shall pay interest on overdue principal at the rate borne by the Notes and shall pay interest on overdue installments of interest at the same rate.
2
3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the
“Trustee”) will act as Paying Agent and Registrar. The Corporation may change any Paying Agent, Registrar or co-registrar without notice. The Corporation or any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated as of September 6, 2011 (the “Indenture”), between the
Corporation and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “Act”). The
Notes are subject to all such terms, and Holders are referred to the Indenture, all applicable supplemental indentures and the Act for a statement of those terms. As provided in the Indenture, the Securities issued under the Indenture may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be
subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Notes designated on
the face hereof, unlimited in aggregate principal amount.
5. Optional Redemption. The Corporation may redeem all the Notes as a whole or
in part, at the Corporation’s option, at any time (a) prior to the Par Call Date, for a price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the
Remaining Scheduled Payments (as defined below) on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (as defined below) discounted to the redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below) plus 15 basis points or (b) on or after the Par Call Date, for a price equal to 100% of the principal amount of the Notes to be redeemed. In each case, the redemption price will also
include accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed. The Independent Investment Banker (as defined below) will calculate the redemption price.
“Treasury Rate” means, with respect to the Notes on any redemption date, the rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for the redemption
date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed (assuming for this purpose that such Notes matured on the Par Call Date) that would be used, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity with the remaining term of the Notes.
“Comparable Treasury
Price” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) on the third business day preceding such redemption date,
as set forth in the daily statistical release (or any successor release) published by the Federal
3
Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”, or (2) if such release (or any successor release) is not published or does
not contain such prices on such business day, (a) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the
Corporation.
“Par Call Date” means October 23, 2020.
“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC
and Morgan Stanley & Co. LLC and the respective successors of each; provided, however, that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Corporation will replace that former dealer with another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer for any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to
the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
“Remaining
Scheduled Payments” means, with respect to each Note being redeemed, the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on that Note that would be due after the related
redemption date but for the redemption.
6. Notice of Redemption. Notice of redemption will be mailed at least 20 days but not more than
60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal
amount of the Note to be redeemed; provided that the unredeemed portion of the Note shall be $2,000 in principal amount and $1,000 multiples above that amount. On and after the redemption date interest ceases to accrue on the Notes or portions of
them called for redemption.
7. Denominations; Transfer; Exchange. The Notes are in registered form without coupons in minimum
denominations of $2,000 and $1,000 multiples above that amount. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the Indenture. Also, it need not transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or before an interest payment date.
This Note is issued in the form of a Global Security and is exchangeable in whole, but not in part, for Notes registered in the names of
persons other than the Depositary or its nominee or in the name of a successor to the Depositary or a nominee of such successor depositary only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as
Depositary for this Note or if at any time such Depositary shall no longer be registered as a clearing agency
4
in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and, in either case, a successor depositary is not appointed by the Corporation
within 90 days of the receipt by the Corporation of such notice or of the Corporation becoming aware of such condition, or (ii) the Corporation in its discretion at any time determines not to have all of the Notes represented by one or more
Global Security or Securities. If this Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Notes of like tenor and terms in definitive form in aggregate principal amount equal to the principal amount of the Global
Security. Subject to the foregoing, this Note is not exchangeable, except for a Note or Notes of the same aggregate denominations to be registered in the name of such Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary.
8. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of it for
all purposes, and neither the Corporation, the Trustee, nor any Registrar, Paying Agent or co-registrar shall be affected by notice to the contrary.
9. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay,
unless otherwise prohibited by mandatory provisions of applicable abandoned property law, the money back to the Corporation at its request. After that, Holders entitled to unclaimed money must look only to the Corporation and not to the Trustee for
payment unless an abandoned property law designates another person.
10. Defeasance. In accordance with Article 8 of the Indenture, the
Corporation may defease certain of its obligations with respect to the Notes or discharge its obligations with respect to the Notes by, among other things, irrevocably depositing with the Trustee, in trust, cash or government securities sufficient
to pay all sums due on the Notes.
11. Amendment; Supplement; Waiver. Subject to certain exceptions as therein provided, the Indenture or
the Notes may be amended or supplemented with the written consent of the Holders of not less than a majority in principal amount of the Notes, and, subject to certain exceptions and limitations as provided in the Indenture, any past default or
compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the Notes. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented, for among other reasons, to
cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to make any change that does not materially adversely affect the rights of any Holder. Without the consent
of any Holder, the Trustee may waive compliance with any provision of the Indenture or the Notes if the waiver does not materially adversely affect the rights of any Holder.
12. Restrictive Covenants. The Indenture does not limit unsecured debt of the Corporation or any of its Subsidiaries. It does limit certain
mortgages, liens and sale-leaseback transactions. The limitations are subject to a number of important qualifications and exceptions. Once a year the Corporation must report to the Trustee on compliance with the limitations.
13. Successors. When a successor entity assumes all the obligations of the Corporation or its successors under the Notes and the Indenture,
the predecessor corporation will be released from those obligations.
5
14. Defaults and Remedies. An Event of Default is: failure to pay the principal on any Note when
due; failure for 30 days to pay interest on the Notes when due; failure by the Corporation to comply with any other agreement relating to the Indenture or the Notes for 90 days after the Corporation has been given written notice of such failure; and
certain events of bankruptcy, insolvency or reorganization. If an Event of Default with respect to Notes of this series occurs and is continuing, the Trustee, by notice to the Corporation, or the Holders of at least 25% in principal amount of the
Notes, by notice to the Corporation and the Trustee, may declare the principal of and accrued interest, if any, on all the Notes to be due and payable immediately. Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if a committee of its trust officers in good faith determines that withholding notice is in the
interests of such Holders.
15. Additional Notes. The Corporation may from time to time, without the consent of the Holders, create and
issue additional debt securities on the same terms and conditions (except for the issue date, initial public offering price and, if applicable, the initial interest payment date) and with the same CUSIP number as the Notes, so that those additional
debt securities and the Notes will form a single series of Securities under the Indenture.
16. Trustee Dealings with the Corporation.
U.S. Bank National Association, the Trustee under the Indenture, in its individual or any other capacity may make loans to, accept deposits from and perform services for the Corporation or any of its affiliates, and may otherwise deal with the
Corporation or its affiliates as if it were not Trustee.
17. No Recourse Against Others. A director, officer, employee or stockholder, as
such, of the Corporation shall not have any liability for any obligations of the Corporation under the Notes or the Indenture or for any claim based on, with respect to, or by reason of such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. This waiver and release are part of the consideration for the issue of the Notes.
18.
Authentication. This Note shall not be valid until the Trustee manually signs the certificate of authentication on the other side of this Note.
19. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation
had caused CUSIP numbers to be printed on the Note and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to accuracy of any of such numbers either as printed on the Note
or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
6
21. Miscellaneous. This Note shall for all purposes be governed by, and construed in accordance
with, the laws of the State of Maryland.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
7
The Corporation will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention: Secretary.
I or we assign and transfer to
Insert social security or other identifying number of assignee
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint
agent to transfer this Note on the books of the
Corporation. The agent may substitute another to act for him.
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(Sign exactly as name appears on the other side of this Note) |
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Signature Guarantee: |
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(Signature must be guaranteed by an eligible institution within the meaning of Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended) |
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Exhibit 4.3
GLOBAL SECURITY
NOT TO BE
EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
(See Legend on Next Page)
LOCKHEED MARTIN CORPORATION
3.10% Note due 2023
LOCKHEED MARTIN
CORPORATION, a Maryland corporation, for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on January 15,
2023.
Interest Payment Dates: January 15 and July 15
Record Dates: January 1 and July 1
Additional provisions of this Note are set forth on the other side of this Note.
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| LOCKHEED MARTIN CORPORATION |
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| By: |
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Kenneth R. Possenriede |
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Vice President and Treasurer |
Dated:
Authenticated:
This is one of the Securities
of the series designated
herein
and referred to in the
within-mentioned Indenture.
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| U.S. Bank National Association,
as Trustee |
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| By: |
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1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
LOCKHEED MARTIN CORPORATION
3.10% Note due 2023
1.
Interest. Lockheed Martin Corporation (“Corporation”), a Maryland corporation, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Corporation will pay interest semiannually on
January 15 and July 15 of each year, commencing with the first interest payment on July 15, 2016. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
November 23, 2015. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment. The
Corporation will pay interest on the Notes (except defaulted interest, which shall be paid as set forth below) to the persons who are registered Holders of Notes at the close of business on the record date for the next interest payment date even if
the Notes are canceled after the record date and on or before the interest payment date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be
paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Corporation, notice whereof shall be given to
Holders of Notes not less than 15 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Holders must surrender the Notes to a Paying Agent to collect principal
payments. The Corporation will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Corporation may pay principal and interest by its check payable
in such money. It may mail an interest check to a Holder’s registered address. To the extent lawful, the Corporation shall pay interest on overdue principal at the rate borne by the Notes and shall pay interest on overdue installments of
interest at the same rate.
2
3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the
“Trustee”) will act as Paying Agent and Registrar. The Corporation may change any Paying Agent, Registrar or co-registrar without notice. The Corporation or any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated as of September 6, 2011 (the “Indenture”), between the
Corporation and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “Act”). The
Notes are subject to all such terms, and Holders are referred to the Indenture, all applicable supplemental indentures and the Act for a statement of those terms. As provided in the Indenture, the Securities issued under the Indenture may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be
subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Notes designated on
the face hereof, unlimited in aggregate principal amount.
5. Optional Redemption. The Corporation may redeem all the Notes as a whole or
in part, at the Corporation’s option, at any time (a) prior to the Par Call Date, for a price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the
Remaining Scheduled Payments (as defined below) on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (as defined below) discounted to the redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below) plus 20 basis points or (b) on or after the Par Call Date, for a price equal to 100% of the principal amount of the Notes to be redeemed. In each case, the redemption price will also
include accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed. The Independent Investment Banker (as defined below) will calculate the redemption price.
“Treasury Rate” means, with respect to the Notes on any redemption date, the rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for the redemption
date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed (assuming for this purpose that such Notes matured on the Par Call Date) that would be used, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity with the remaining term of the Notes.
“Comparable Treasury
Price” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) on the third business day preceding such redemption date,
as set forth in the daily statistical release (or any successor release) published by the Federal
3
Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”, or (2) if such release (or any successor release) is not published or does
not contain such prices on such business day, (a) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the
Corporation.
“Par Call Date” means November 15, 2022.
“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC
and Morgan Stanley & Co. LLC and the respective successors of each; provided, however, that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Corporation will replace that former dealer with another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer for any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to
the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
“Remaining
Scheduled Payments” means, with respect to each Note being redeemed, the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on that Note that would be due after the related
redemption date but for the redemption.
6. Notice of Redemption. Notice of redemption will be mailed at least 20 days but not more than
60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal
amount of the Note to be redeemed; provided that the unredeemed portion of the Note shall be $2,000 in principal amount and $1,000 multiples above that amount. On and after the redemption date interest ceases to accrue on the Notes or portions of
them called for redemption.
7. Denominations; Transfer; Exchange. The Notes are in registered form without coupons in minimum
denominations of $2,000 and $1,000 multiples above that amount. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the Indenture. Also, it need not transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or before an interest payment date.
This Note is issued in the form of a Global Security and is exchangeable in whole, but not in part, for Notes registered in the names of
persons other than the Depositary or its nominee or in the name of a successor to the Depositary or a nominee of such successor depositary only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as
Depositary for this Note or if at any time such Depositary shall no longer be registered as a clearing agency
4
in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and, in either case, a successor depositary is not appointed by the Corporation
within 90 days of the receipt by the Corporation of such notice or of the Corporation becoming aware of such condition, or (ii) the Corporation in its discretion at any time determines not to have all of the Notes represented by one or more
Global Security or Securities. If this Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Notes of like tenor and terms in definitive form in aggregate principal amount equal to the principal amount of the Global
Security. Subject to the foregoing, this Note is not exchangeable, except for a Note or Notes of the same aggregate denominations to be registered in the name of such Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary.
8. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of it for
all purposes, and neither the Corporation, the Trustee, nor any Registrar, Paying Agent or co-registrar shall be affected by notice to the contrary.
9. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay,
unless otherwise prohibited by mandatory provisions of applicable abandoned property law, the money back to the Corporation at its request. After that, Holders entitled to unclaimed money must look only to the Corporation and not to the Trustee for
payment unless an abandoned property law designates another person.
10. Defeasance. In accordance with Article 8 of the Indenture, the
Corporation may defease certain of its obligations with respect to the Notes or discharge its obligations with respect to the Notes by, among other things, irrevocably depositing with the Trustee, in trust, cash or government securities sufficient
to pay all sums due on the Notes.
11. Amendment; Supplement; Waiver. Subject to certain exceptions as therein provided, the Indenture or
the Notes may be amended or supplemented with the written consent of the Holders of not less than a majority in principal amount of the Notes, and, subject to certain exceptions and limitations as provided in the Indenture, any past default or
compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the Notes. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented, for among other reasons, to
cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to make any change that does not materially adversely affect the rights of any Holder. Without the consent
of any Holder, the Trustee may waive compliance with any provision of the Indenture or the Notes if the waiver does not materially adversely affect the rights of any Holder.
12. Restrictive Covenants. The Indenture does not limit unsecured debt of the Corporation or any of its Subsidiaries. It does limit certain
mortgages, liens and sale-leaseback transactions. The limitations are subject to a number of important qualifications and exceptions. Once a year the Corporation must report to the Trustee on compliance with the limitations.
13. Successors. When a successor entity assumes all the obligations of the Corporation or its successors under the Notes and the Indenture,
the predecessor corporation will be released from those obligations.
5
14. Defaults and Remedies. An Event of Default is: failure to pay the principal on any Note when
due; failure for 30 days to pay interest on the Notes when due; failure by the Corporation to comply with any other agreement relating to the Indenture or the Notes for 90 days after the Corporation has been given written notice of such failure; and
certain events of bankruptcy, insolvency or reorganization. If an Event of Default with respect to Notes of this series occurs and is continuing, the Trustee, by notice to the Corporation, or the Holders of at least 25% in principal amount of the
Notes, by notice to the Corporation and the Trustee, may declare the principal of and accrued interest, if any, on all the Notes to be due and payable immediately. Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if a committee of its trust officers in good faith determines that withholding notice is in the
interests of such Holders.
15. Additional Notes. The Corporation may from time to time, without the consent of the Holders, create and
issue additional debt securities on the same terms and conditions (except for the issue date, initial public offering price and, if applicable, the initial interest payment date) and with the same CUSIP number as the Notes, so that those additional
debt securities and the Notes will form a single series of Securities under the Indenture.
16. Trustee Dealings with the Corporation.
U.S. Bank National Association, the Trustee under the Indenture, in its individual or any other capacity may make loans to, accept deposits from and perform services for the Corporation or any of its affiliates, and may otherwise deal with the
Corporation or its affiliates as if it were not Trustee.
17. No Recourse Against Others. A director, officer, employee or stockholder, as
such, of the Corporation shall not have any liability for any obligations of the Corporation under the Notes or the Indenture or for any claim based on, with respect to, or by reason of such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. This waiver and release are part of the consideration for the issue of the Notes.
18.
Authentication. This Note shall not be valid until the Trustee manually signs the certificate of authentication on the other side of this Note.
19. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation
had caused CUSIP numbers to be printed on the Note and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to accuracy of any of such numbers either as printed on the Note
or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
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21. Miscellaneous. This Note shall for all purposes be governed by, and construed in accordance
with, the laws of the State of Maryland.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
7
The Corporation will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention: Secretary.
I or we assign and transfer to
Insert social security or other identifying number of assignee
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint
agent to transfer this Note on the books of the
Corporation. The agent may substitute another to act for him.
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(Sign exactly as name appears on the other side of this Note) |
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Signature Guarantee: |
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(Signature must be guaranteed by an eligible institution within the meaning of Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended) |
8
Exhibit 4.4
GLOBAL SECURITY
NOT TO BE
EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
(See Legend on Next Page)
LOCKHEED MARTIN CORPORATION
3.55% Note due 2026
LOCKHEED MARTIN
CORPORATION, a Maryland corporation, for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on January 15,
2026.
Interest Payment Dates: January 15 and July 15
Record Dates: January 1 and July 1
Additional provisions of this Note are set forth on the other side of this Note.
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| LOCKHEED MARTIN CORPORATION |
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| By: |
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Kenneth R. Possenriede |
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Vice President and Treasurer |
Dated:
Authenticated:
This is one of the Securities
of the series designated
herein
and referred to in the
within-mentioned Indenture.
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| U.S. Bank National Association,
as Trustee |
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| By: |
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1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
LOCKHEED MARTIN CORPORATION
3.55% Note due 2026
1.
Interest. Lockheed Martin Corporation (“Corporation”), a Maryland corporation, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Corporation will pay interest semiannually on
January 15 and July 15 of each year, commencing with the first interest payment on July 15, 2016. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
November 23, 2015. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment. The
Corporation will pay interest on the Notes (except defaulted interest, which shall be paid as set forth below) to the persons who are registered Holders of Notes at the close of business on the record date for the next interest payment date even if
the Notes are canceled after the record date and on or before the interest payment date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be
paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Corporation, notice whereof shall be given to
Holders of Notes not less than 15 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Holders must surrender the Notes to a Paying Agent to collect principal
payments. The Corporation will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Corporation may pay principal and interest by its check payable
in such money. It may mail an interest check to a Holder’s registered address. To the extent lawful, the Corporation shall pay interest on overdue principal at the rate borne by the Notes and shall pay interest on overdue installments of
interest at the same rate.
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3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the
“Trustee”) will act as Paying Agent and Registrar. The Corporation may change any Paying Agent, Registrar or co-registrar without notice. The Corporation or any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated as of September 6, 2011 (the “Indenture”), between the
Corporation and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “Act”). The
Notes are subject to all such terms, and Holders are referred to the Indenture, all applicable supplemental indentures and the Act for a statement of those terms. As provided in the Indenture, the Securities issued under the Indenture may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be
subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Notes designated on
the face hereof, unlimited in aggregate principal amount.
5. Optional Redemption. The Corporation may redeem all the Notes as a whole or
in part, at the Corporation’s option, at any time (a) prior to the Par Call Date, for a price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the
Remaining Scheduled Payments (as defined below) on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (as defined below) discounted to the redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below) plus 20 basis points or (b) on or after the Par Call Date, for a price equal to 100% of the principal amount of the Notes to be redeemed. In each case, the redemption price will also
include accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed. The Independent Investment Banker (as defined below) will calculate the redemption price.
“Treasury Rate” means, with respect to the Notes on any redemption date, the rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for the redemption
date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed (assuming for this purpose that such Notes matured on the Par Call Date) that would be used, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity with the remaining term of the Notes.
“Comparable Treasury
Price” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) on the third business day preceding such redemption date,
as set forth in the daily statistical release (or any successor release) published by the Federal
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Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”, or (2) if such release (or any successor release) is not published or does
not contain such prices on such business day, (a) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the
Corporation.
“Par Call Date” means October 15, 2025.
“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC
and Morgan Stanley & Co. LLC and the respective successors of each; provided, however, that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Corporation will replace that former dealer with another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer for any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to
the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
“Remaining
Scheduled Payments” means, with respect to each Note being redeemed, the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on that Note that would be due after the related
redemption date but for the redemption.
6. Notice of Redemption. Notice of redemption will be mailed at least 20 days but not more than
60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal
amount of the Note to be redeemed; provided that the unredeemed portion of the Note shall be $2,000 in principal amount and $1,000 multiples above that amount. On and after the redemption date interest ceases to accrue on the Notes or portions of
them called for redemption.
7. Denominations; Transfer; Exchange. The Notes are in registered form without coupons in minimum
denominations of $2,000 and $1,000 multiples above that amount. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the Indenture. Also, it need not transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or before an interest payment date.
This Note is issued in the form of a Global Security and is exchangeable in whole, but not in part, for Notes registered in the names of
persons other than the Depositary or its nominee or in the name of a successor to the Depositary or a nominee of such successor depositary only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as
Depositary for this Note or if at any time such Depositary shall no longer be registered as a clearing agency
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in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and, in either case, a successor depositary is not appointed by the Corporation
within 90 days of the receipt by the Corporation of such notice or of the Corporation becoming aware of such condition, or (ii) the Corporation in its discretion at any time determines not to have all of the Notes represented by one or more
Global Security or Securities. If this Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Notes of like tenor and terms in definitive form in aggregate principal amount equal to the principal amount of the Global
Security. Subject to the foregoing, this Note is not exchangeable, except for a Note or Notes of the same aggregate denominations to be registered in the name of such Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary.
8. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of it for
all purposes, and neither the Corporation, the Trustee, nor any Registrar, Paying Agent or co-registrar shall be affected by notice to the contrary.
9. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay,
unless otherwise prohibited by mandatory provisions of applicable abandoned property law, the money back to the Corporation at its request. After that, Holders entitled to unclaimed money must look only to the Corporation and not to the Trustee for
payment unless an abandoned property law designates another person.
10. Defeasance. In accordance with Article 8 of the Indenture, the
Corporation may defease certain of its obligations with respect to the Notes or discharge its obligations with respect to the Notes by, among other things, irrevocably depositing with the Trustee, in trust, cash or government securities sufficient
to pay all sums due on the Notes.
11. Amendment; Supplement; Waiver. Subject to certain exceptions as therein provided, the Indenture or
the Notes may be amended or supplemented with the written consent of the Holders of not less than a majority in principal amount of the Notes, and, subject to certain exceptions and limitations as provided in the Indenture, any past default or
compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the Notes. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented, for among other reasons, to
cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to make any change that does not materially adversely affect the rights of any Holder. Without the consent
of any Holder, the Trustee may waive compliance with any provision of the Indenture or the Notes if the waiver does not materially adversely affect the rights of any Holder.
12. Restrictive Covenants. The Indenture does not limit unsecured debt of the Corporation or any of its Subsidiaries. It does limit certain
mortgages, liens and sale-leaseback transactions. The limitations are subject to a number of important qualifications and exceptions. Once a year the Corporation must report to the Trustee on compliance with the limitations.
13. Successors. When a successor entity assumes all the obligations of the Corporation or its successors under the Notes and the Indenture,
the predecessor corporation will be released from those obligations.
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14. Defaults and Remedies. An Event of Default is: failure to pay the principal on any Note when
due; failure for 30 days to pay interest on the Notes when due; failure by the Corporation to comply with any other agreement relating to the Indenture or the Notes for 90 days after the Corporation has been given written notice of such failure; and
certain events of bankruptcy, insolvency or reorganization. If an Event of Default with respect to Notes of this series occurs and is continuing, the Trustee, by notice to the Corporation, or the Holders of at least 25% in principal amount of the
Notes, by notice to the Corporation and the Trustee, may declare the principal of and accrued interest, if any, on all the Notes to be due and payable immediately. Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if a committee of its trust officers in good faith determines that withholding notice is in the
interests of such Holders.
15. Additional Notes. The Corporation may from time to time, without the consent of the Holders, create and
issue additional debt securities on the same terms and conditions (except for the issue date, initial public offering price and, if applicable, the initial interest payment date) and with the same CUSIP number as the Notes, so that those additional
debt securities and the Notes will form a single series of Securities under the Indenture.
16. Trustee Dealings with the Corporation.
U.S. Bank National Association, the Trustee under the Indenture, in its individual or any other capacity may make loans to, accept deposits from and perform services for the Corporation or any of its affiliates, and may otherwise deal with the
Corporation or its affiliates as if it were not Trustee.
17. No Recourse Against Others. A director, officer, employee or stockholder, as
such, of the Corporation shall not have any liability for any obligations of the Corporation under the Notes or the Indenture or for any claim based on, with respect to, or by reason of such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. This waiver and release are part of the consideration for the issue of the Notes.
18.
Authentication. This Note shall not be valid until the Trustee manually signs the certificate of authentication on the other side of this Note.
19. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation
had caused CUSIP numbers to be printed on the Note and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to accuracy of any of such numbers either as printed on the Note
or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
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21. Miscellaneous. This Note shall for all purposes be governed by, and construed in accordance
with, the laws of the State of Maryland.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
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The Corporation will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention: Secretary.
I or we assign and transfer to
Insert social security or other identifying number of assignee
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint
agent to transfer this Note on the books of the
Corporation. The agent may substitute another to act for him.
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(Sign exactly as name appears on the other side of this Note) |
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Signature Guarantee: |
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(Signature must be guaranteed by an eligible institution within the meaning of Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended) |
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Exhibit 4.5
GLOBAL SECURITY
NOT TO BE
EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
(See Legend on Next Page)
LOCKHEED MARTIN CORPORATION
4.50% Note due 2036
LOCKHEED MARTIN
CORPORATION, a Maryland corporation, for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on May 15, 2036.
Interest Payment Dates: May 15 and November 15
Record Dates: May 1 and November 1
Additional provisions of this Note are set forth on the other side of this Note.
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| LOCKHEED MARTIN CORPORATION |
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| By: |
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Kenneth R. Possenriede |
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Vice President and Treasurer |
Dated:
Authenticated:
This is one of the Securities
of the series designated
herein
and referred to in the
within-mentioned Indenture.
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| U.S. Bank National Association,
as Trustee |
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| By: |
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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
LOCKHEED MARTIN CORPORATION
4.50% Note due 2036
1.
Interest. Lockheed Martin Corporation (“Corporation”), a Maryland corporation, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Corporation will pay interest semiannually on May 15
and November 15 of each year. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 23, 2015. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
2. Method of Payment. The Corporation will pay interest on the Notes (except defaulted interest, which shall be
paid as set forth below) to the persons who are registered Holders of Notes at the close of business on the record date for the next interest payment date even if the Notes are canceled after the record date and on or before the interest payment
date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Corporation, notice whereof shall be given to Holders of Notes not less than 15 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Holders must surrender the Notes to a Paying Agent to collect principal payments. The Corporation will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and private debts. However, the Corporation may pay principal and interest by its check payable in such money. It may mail an interest check to a Holder’s registered
address. To the extent lawful, the Corporation shall pay interest on overdue principal at the rate borne by the Notes and shall pay interest on overdue installments of interest at the same rate.
2
3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the
“Trustee”) will act as Paying Agent and Registrar. The Corporation may change any Paying Agent, Registrar or co-registrar without notice. The Corporation or any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated as of September 6, 2011 (the “Indenture”), between the
Corporation and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “Act”). The
Notes are subject to all such terms, and Holders are referred to the Indenture, all applicable supplemental indentures and the Act for a statement of those terms. As provided in the Indenture, the Securities issued under the Indenture may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be
subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Notes designated on
the face hereof, unlimited in aggregate principal amount.
5. Optional Redemption. The Corporation may redeem all the Notes as a whole or
in part, at the Corporation’s option, at any time (a) prior to the Par Call Date, for a price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the
Remaining Scheduled Payments (as defined below) on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (as defined below) discounted to the redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below) plus 25 basis points or (b) on or after the Par Call Date, for a price equal to 100% of the principal amount of the Notes to be redeemed. In each case, the redemption price will also
include accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed. The Independent Investment Banker (as defined below) will calculate the redemption price.
“Treasury Rate” means, with respect to the Notes on any redemption date, the rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for the redemption
date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed (assuming for this purpose that such Notes matured on the Par Call Date) that would be used, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity with the remaining term of the Notes.
“Comparable Treasury
Price” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) on the third business day preceding such redemption date,
as set forth in the daily statistical release (or any successor release) published by the Federal
3
Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”, or (2) if such release (or any successor release) is not published or does
not contain such prices on such business day, (a) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the
Corporation.
“Par Call Date” means November 15, 2035.
“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC
and Morgan Stanley & Co. LLC and the respective successors of each; provided, however, that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Corporation will replace that former dealer with another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer for any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to
the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
“Remaining
Scheduled Payments” means, with respect to each Note being redeemed, the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on that Note that would be due after the related
redemption date but for the redemption.
6. Notice of Redemption. Notice of redemption will be mailed at least 20 days but not more than
60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal
amount of the Note to be redeemed; provided that the unredeemed portion of the Note shall be $2,000 in principal amount and $1,000 multiples above that amount. On and after the redemption date interest ceases to accrue on the Notes or portions of
them called for redemption.
7. Denominations; Transfer; Exchange. The Notes are in registered form without coupons in minimum
denominations of $2,000 and $1,000 multiples above that amount. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the Indenture. Also, it need not transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or before an interest payment date.
This Note is issued in the form of a Global Security and is exchangeable in whole, but not in part, for Notes registered in the names of
persons other than the Depositary or its nominee or in the name of a successor to the Depositary or a nominee of such successor depositary only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as
Depositary for this Note or if at any time such Depositary shall no longer be registered as a clearing agency
4
in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and, in either case, a successor depositary is not appointed by the Corporation
within 90 days of the receipt by the Corporation of such notice or of the Corporation becoming aware of such condition, or (ii) the Corporation in its discretion at any time determines not to have all of the Notes represented by one or more
Global Security or Securities. If this Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Notes of like tenor and terms in definitive form in aggregate principal amount equal to the principal amount of the Global
Security. Subject to the foregoing, this Note is not exchangeable, except for a Note or Notes of the same aggregate denominations to be registered in the name of such Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary.
8. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of it for
all purposes, and neither the Corporation, the Trustee, nor any Registrar, Paying Agent or co-registrar shall be affected by notice to the contrary.
9. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay,
unless otherwise prohibited by mandatory provisions of applicable abandoned property law, the money back to the Corporation at its request. After that, Holders entitled to unclaimed money must look only to the Corporation and not to the Trustee for
payment unless an abandoned property law designates another person.
10. Defeasance. In accordance with Article 8 of the Indenture, the
Corporation may defease certain of its obligations with respect to the Notes or discharge its obligations with respect to the Notes by, among other things, irrevocably depositing with the Trustee, in trust, cash or government securities sufficient
to pay all sums due on the Notes.
11. Amendment; Supplement; Waiver. Subject to certain exceptions as therein provided, the Indenture or
the Notes may be amended or supplemented with the written consent of the Holders of not less than a majority in principal amount of the Notes, and, subject to certain exceptions and limitations as provided in the Indenture, any past default or
compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the Notes. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented, for among other reasons, to
cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to make any change that does not materially adversely affect the rights of any Holder. Without the consent
of any Holder, the Trustee may waive compliance with any provision of the Indenture or the Notes if the waiver does not materially adversely affect the rights of any Holder.
12. Restrictive Covenants. The Indenture does not limit unsecured debt of the Corporation or any of its Subsidiaries. It does limit certain
mortgages, liens and sale-leaseback transactions. The limitations are subject to a number of important qualifications and exceptions. Once a year the Corporation must report to the Trustee on compliance with the limitations.
13. Successors. When a successor entity assumes all the obligations of the Corporation or its successors under the Notes and the Indenture,
the predecessor corporation will be released from those obligations.
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14. Defaults and Remedies. An Event of Default is: failure to pay the principal on any Note when
due; failure for 30 days to pay interest on the Notes when due; failure by the Corporation to comply with any other agreement relating to the Indenture or the Notes for 90 days after the Corporation has been given written notice of such failure; and
certain events of bankruptcy, insolvency or reorganization. If an Event of Default with respect to Notes of this series occurs and is continuing, the Trustee, by notice to the Corporation, or the Holders of at least 25% in principal amount of the
Notes, by notice to the Corporation and the Trustee, may declare the principal of and accrued interest, if any, on all the Notes to be due and payable immediately. Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if a committee of its trust officers in good faith determines that withholding notice is in the
interests of such Holders.
15. Additional Notes. The Corporation may from time to time, without the consent of the Holders, create and
issue additional debt securities on the same terms and conditions (except for the issue date, initial public offering price and, if applicable, the initial interest payment date) and with the same CUSIP number as the Notes, so that those additional
debt securities and the Notes will form a single series of Securities under the Indenture.
16. Trustee Dealings with the Corporation.
U.S. Bank National Association, the Trustee under the Indenture, in its individual or any other capacity may make loans to, accept deposits from and perform services for the Corporation or any of its affiliates, and may otherwise deal with the
Corporation or its affiliates as if it were not Trustee.
17. No Recourse Against Others. A director, officer, employee or stockholder, as
such, of the Corporation shall not have any liability for any obligations of the Corporation under the Notes or the Indenture or for any claim based on, with respect to, or by reason of such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. This waiver and release are part of the consideration for the issue of the Notes.
18.
Authentication. This Note shall not be valid until the Trustee manually signs the certificate of authentication on the other side of this Note.
19. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation
had caused CUSIP numbers to be printed on the Note and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to accuracy of any of such numbers either as printed on the Note
or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
6
21. Miscellaneous. This Note shall for all purposes be governed by, and construed in accordance
with, the laws of the State of Maryland.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
7
The Corporation will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention: Secretary.
I or we assign and transfer to
Insert social security or other identifying number of assignee
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint
agent to transfer this Note on the books of the
Corporation. The agent may substitute another to act for him.
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(Sign exactly as name appears on the other side of this Note) |
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Signature Guarantee: |
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(Signature must be guaranteed by an eligible institution within the meaning of Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended) |
8
Exhibit 4.6
GLOBAL SECURITY
NOT TO BE
EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
(See Legend on Next Page)
LOCKHEED MARTIN CORPORATION
4.70% Note due 2046
LOCKHEED MARTIN
CORPORATION, a Maryland corporation, for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on May 15, 2046.
Interest Payment Dates: May 15 and November 15
Record Dates: May 1 and November 1
Additional provisions of this Note are set forth on the other side of this Note.
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| LOCKHEED MARTIN CORPORATION |
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| By: |
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Kenneth R. Possenriede |
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Vice President and Treasurer |
Dated:
Authenticated:
This is one of the Securities
of the series designated
herein
and referred to in the
within-mentioned Indenture.
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| U.S. Bank National Association,
as Trustee |
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| By: |
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1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
LOCKHEED MARTIN CORPORATION
4.70% Note due 2046
1.
Interest. Lockheed Martin Corporation (“Corporation”), a Maryland corporation, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Corporation will pay interest semiannually on May 15
and November 15 of each year. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 23, 2015. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
2. Method of Payment. The Corporation will pay interest on the Notes (except defaulted interest, which shall be
paid as set forth below) to the persons who are registered Holders of Notes at the close of business on the record date for the next interest payment date even if the Notes are canceled after the record date and on or before the interest payment
date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Corporation, notice whereof shall be given to Holders of Notes not less than 15 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Holders must surrender the Notes to a Paying Agent to collect principal payments. The Corporation will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and private debts. However, the Corporation may pay principal and interest by its check payable in such money. It may mail an interest check to a Holder’s registered
address. To the extent lawful, the Corporation shall pay interest on overdue principal at the rate borne by the Notes and shall pay interest on overdue installments of interest at the same rate.
2
3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the
“Trustee”) will act as Paying Agent and Registrar. The Corporation may change any Paying Agent, Registrar or co-registrar without notice. The Corporation or any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated as of September 6, 2011 (the “Indenture”), between the
Corporation and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “Act”). The
Notes are subject to all such terms, and Holders are referred to the Indenture, all applicable supplemental indentures and the Act for a statement of those terms. As provided in the Indenture, the Securities issued under the Indenture may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be
subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Notes designated on
the face hereof, unlimited in aggregate principal amount.
5. Optional Redemption. The Corporation may redeem all the Notes as a whole or
in part, at the Corporation’s option, at any time (a) prior to the Par Call Date, for a price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the
Remaining Scheduled Payments (as defined below) on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (as defined below) discounted to the redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below) plus 30 basis points or (b) on or after the Par Call Date, for a price equal to 100% of the principal amount of the Notes to be redeemed. In each case, the redemption price will also
include accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed. The Independent Investment Banker (as defined below) will calculate the redemption price.
“Treasury Rate” means, with respect to the Notes on any redemption date, the rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for the redemption
date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed (assuming for this purpose that such Notes matured on the Par Call Date) that would be used, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity with the remaining term of the Notes.
“Comparable Treasury
Price” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) on the third business day preceding such redemption date,
as set forth in the daily statistical release (or any successor release) published by the Federal
3
Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”, or (2) if such release (or any successor release) is not published or does
not contain such prices on such business day, (a) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the
Corporation.
“Par Call Date” means November 15, 2045.
“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC
and Morgan Stanley & Co. LLC and the respective successors of each; provided, however, that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Corporation will replace that former dealer with another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer for any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to
the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
“Remaining
Scheduled Payments” means, with respect to each Note being redeemed, the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on that Note that would be due after the related
redemption date but for the redemption.
6. Notice of Redemption. Notice of redemption will be mailed at least 20 days but not more than
60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal
amount of the Note to be redeemed; provided that the unredeemed portion of the Note shall be $2,000 in principal amount and $1,000 multiples above that amount. On and after the redemption date interest ceases to accrue on the Notes or portions of
them called for redemption.
7. Denominations; Transfer; Exchange. The Notes are in registered form without coupons in minimum
denominations of $2,000 and $1,000 multiples above that amount. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the Indenture. Also, it need not transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or before an interest payment date.
This Note is issued in the form of a Global Security and is exchangeable in whole, but not in part, for Notes registered in the names of
persons other than the Depositary or its nominee or in the name of a successor to the Depositary or a nominee of such successor depositary only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as
Depositary for this Note or if at any time such Depositary shall no longer be registered as a clearing agency
4
in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and, in either case, a successor depositary is not appointed by the Corporation
within 90 days of the receipt by the Corporation of such notice or of the Corporation becoming aware of such condition, or (ii) the Corporation in its discretion at any time determines not to have all of the Notes represented by one or more
Global Security or Securities. If this Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Notes of like tenor and terms in definitive form in aggregate principal amount equal to the principal amount of the Global
Security. Subject to the foregoing, this Note is not exchangeable, except for a Note or Notes of the same aggregate denominations to be registered in the name of such Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary.
8. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of it for
all purposes, and neither the Corporation, the Trustee, nor any Registrar, Paying Agent or co-registrar shall be affected by notice to the contrary.
9. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay,
unless otherwise prohibited by mandatory provisions of applicable abandoned property law, the money back to the Corporation at its request. After that, Holders entitled to unclaimed money must look only to the Corporation and not to the Trustee for
payment unless an abandoned property law designates another person.
10. Defeasance. In accordance with Article 8 of the Indenture, the
Corporation may defease certain of its obligations with respect to the Notes or discharge its obligations with respect to the Notes by, among other things, irrevocably depositing with the Trustee, in trust, cash or government securities sufficient
to pay all sums due on the Notes.
11. Amendment; Supplement; Waiver. Subject to certain exceptions as therein provided, the Indenture or
the Notes may be amended or supplemented with the written consent of the Holders of not less than a majority in principal amount of the Notes, and, subject to certain exceptions and limitations as provided in the Indenture, any past default or
compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the Notes. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented, for among other reasons, to
cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to make any change that does not materially adversely affect the rights of any Holder. Without the consent
of any Holder, the Trustee may waive compliance with any provision of the Indenture or the Notes if the waiver does not materially adversely affect the rights of any Holder.
12. Restrictive Covenants. The Indenture does not limit unsecured debt of the Corporation or any of its Subsidiaries. It does limit certain
mortgages, liens and sale-leaseback transactions. The limitations are subject to a number of important qualifications and exceptions. Once a year the Corporation must report to the Trustee on compliance with the limitations.
13. Successors. When a successor entity assumes all the obligations of the Corporation or its successors under the Notes and the Indenture,
the predecessor corporation will be released from those obligations.
5
14. Defaults and Remedies. An Event of Default is: failure to pay the principal on any Note when
due; failure for 30 days to pay interest on the Notes when due; failure by the Corporation to comply with any other agreement relating to the Indenture or the Notes for 90 days after the Corporation has been given written notice of such failure; and
certain events of bankruptcy, insolvency or reorganization. If an Event of Default with respect to Notes of this series occurs and is continuing, the Trustee, by notice to the Corporation, or the Holders of at least 25% in principal amount of the
Notes, by notice to the Corporation and the Trustee, may declare the principal of and accrued interest, if any, on all the Notes to be due and payable immediately. Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if a committee of its trust officers in good faith determines that withholding notice is in the
interests of such Holders.
15. Additional Notes. The Corporation may from time to time, without the consent of the Holders, create and
issue additional debt securities on the same terms and conditions (except for the issue date, initial public offering price and, if applicable, the initial interest payment date) and with the same CUSIP number as the Notes, so that those additional
debt securities and the Notes will form a single series of Securities under the Indenture.
16. Trustee Dealings with the Corporation.
U.S. Bank National Association, the Trustee under the Indenture, in its individual or any other capacity may make loans to, accept deposits from and perform services for the Corporation or any of its affiliates, and may otherwise deal with the
Corporation or its affiliates as if it were not Trustee.
17. No Recourse Against Others. A director, officer, employee or stockholder, as
such, of the Corporation shall not have any liability for any obligations of the Corporation under the Notes or the Indenture or for any claim based on, with respect to, or by reason of such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. This waiver and release are part of the consideration for the issue of the Notes.
18.
Authentication. This Note shall not be valid until the Trustee manually signs the certificate of authentication on the other side of this Note.
19. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation
had caused CUSIP numbers to be printed on the Note and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to accuracy of any of such numbers either as printed on the Note
or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
6
21. Miscellaneous. This Note shall for all purposes be governed by, and construed in accordance
with, the laws of the State of Maryland.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
7
The Corporation will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention: Secretary.
I or we assign and transfer to
Insert social security or other identifying number of assignee
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint
agent to transfer this Note on the books of the
Corporation. The agent may substitute another to act for him.
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| Dated: |
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| Signed: |
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(Sign exactly as name appears on the other side of this Note) |
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Signature Guarantee: |
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(Signature must be guaranteed by an eligible institution within the meaning of Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended) |
8
Exhibit 5.1
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Hogan Lovells US LLP Harbor East
100 International Drive Suite 2000
Baltimore, MD 21202 T +1 410 659 2700
F +1 410 659 2701 www.hoganlovells.com |
November 19, 2015
Board
of Directors
Lockheed Martin Corporation
6801 Rockledge
Drive
Bethesda, Maryland 20817
Ladies and Gentlemen:
We are acting as counsel to Lockheed Martin Corporation, a Maryland corporation (the “Company”), in connection with its automatic shelf
registration statement on Form S-3 (No. 333-197577) (the “Registration Statement”), filed with the Securities and Exchange Commission relating to the proposed public offering of one or more series of debt securities of the
Company that may be sold from time to time and on a delayed or continuous basis, as set forth in the prospectus dated July 23, 2014 (the “Prospectus”), which forms a part of the Registration Statement, and as set forth in one
or more supplements to the Prospectus. This opinion letter is rendered in connection with the issuance and sale by the Company of $750,000,000 aggregate principal amount of its 1.85% Notes due 2018, $1,250,000,000 aggregate principal amount of its
2.50% Notes due 2020, $500,000,000 aggregate principal amount of its 3.10% Notes due 2023, $2,000,000,000 aggregate principal amount of its 3.55% Notes due 2026, $500,000,000 aggregate principal amount of its 4.50% Notes due 2036, and $2,000,000,000
aggregate principal amount of its 4.70% Notes due 2046 (collectively, the “Notes”), pursuant to the terms of the Underwriting Agreement, dated as of November 16, 2015, by and among the Company and Citigroup Global Markets Inc.,
Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (the “Agreement”), and the Indenture, dated as of
September 6, 2011, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended or supplemented from time to time, filed as Exhibit 4.1 to the Registration Statement (the
“Indenture”), and as described in the supplement to the Prospectus dated November 16, 2015 (the “Prospectus Supplement”). This opinion letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to
render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us,
the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact
made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
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| Lockheed Martin Corporation |
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November 19, 2015 |
This opinion letter is based as to matters of law solely on the applicable provisions of the laws of the
State of Maryland (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level), as currently in effect. We express no opinion herein as to any other laws,
statutes, ordinances, rules, or regulations (and in particular, we express no opinion as to any effect that such other laws, statutes, ordinances, rules, or regulations may have on the opinions expressed herein).
For the purposes of this opinion letter, we have assumed that (i) the Trustee has all requisite power and authority under all applicable laws,
regulations and governing documents to execute, deliver and perform its obligations under the Indenture and has complied with all legal requirements pertaining to its status as such status relates to the Trustee’s right to enforce the Indenture
against the Company, (ii) the Trustee has duly authorized, executed and delivered the Indenture, (iii) the Trustee is validly existing and in good standing in all necessary jurisdictions, (iv) the Indenture constitutes a valid and
binding obligation, enforceable against the Trustee in accordance with its terms, (v) there has been no mutual mistake of fact or misunderstanding or fraud, duress or undue influence in connection with the negotiation, execution or delivery of
the Indenture, and the conduct of the Trustee has complied with any requirements of good faith, fair dealing and conscionability, and (vi) there are and have been no agreements or understandings among the parties, written or oral, and there is
and has been no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Indenture. We also have assumed the validity and constitutionality of each relevant statute, rule,
regulation and agency action covered by this opinion letter.
Based upon, subject to and limited by the foregoing, we are of the opinion that the Notes
have been duly authorized on behalf of the Company and that following (i) receipt by the Company of the consideration approved in the applicable Board Resolutions (as defined in the Indenture), (ii) due authentication of the Notes by the
Trustee and (iii) the due execution, authentication, issuance and delivery of the Notes pursuant to the terms of the Indenture, the Notes will constitute valid and binding obligations of the Company.
The opinions expressed above with respect to the valid and binding nature of obligations may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and by the exercise of
judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Notes are considered in a proceeding in equity or at law).
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof (the
“Current Report”), which Current Report will be incorporated by reference into the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the date
hereof.
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| Lockheed Martin Corporation |
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November 19, 2015 |
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report and to the
references to this firm under the caption “Legal Matters” in the Prospectus and under the caption “Validity of the Notes” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an
“expert” within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
Exhibit 12.1
Lockheed Martin Corporation
Computation of Ratio of Earnings to Fixed Charges
(in millions, except ratios)
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Nine Months
Ended
September 27, |
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Years ended December 31, |
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2015 |
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2014 |
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2013 |
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2012 |
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2011 |
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2010 |
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| Earnings |
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| Earnings from continuing operations before income taxes |
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$ |
3,860 |
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$ |
5,258 |
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$ |
4,155 |
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$ |
4,072 |
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$ |
3,631 |
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$ |
3,778 |
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| Interest expense |
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|
301 |
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340 |
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350 |
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383 |
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354 |
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345 |
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| Undistributed earnings from equity investees, net |
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(63 |
) |
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(91 |
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(91 |
) |
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20 |
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(104 |
) |
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(81 |
) |
| Portion of rents representative of the interest factor |
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21 |
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41 |
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48 |
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48 |
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59 |
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48 |
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| Earnings from continuing operations before income taxes, as adjusted |
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$ |
4,119 |
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$ |
5,548 |
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$ |
4,462 |
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$ |
4,523 |
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$ |
3,940 |
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$ |
4,090 |
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| Fixed Charges |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
$ |
301 |
|
|
$ |
340 |
|
|
$ |
350 |
|
|
$ |
383 |
|
|
$ |
354 |
|
|
$ |
345 |
|
| Portion of rents representative of the interest factor |
|
|
21 |
|
|
|
41 |
|
|
|
48 |
|
|
|
48 |
|
|
|
59 |
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total fixed charges |
|
$ |
322 |
|
|
$ |
381 |
|
|
$ |
398 |
|
|
$ |
431 |
|
|
$ |
413 |
|
|
$ |
393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ratio of Earnings to Fixed Charges |
|
|
12.8 |
|
|
|
14.6 |
|
|
|
11.2 |
|
|
|
10.5 |
|
|
|
9.5 |
|
|
|
10.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
The ratio of earnings to fixed charges is a measure of our ability to meet the interest requirements of our outstanding debt
securities and leases with current period earnings. A high ratio indicates that earnings are sufficient to cover our current interest requirements.
Lockheed Martin (NYSE:LMT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Lockheed Martin (NYSE:LMT)
Historical Stock Chart
From Apr 2023 to Apr 2024
