Filed Pursuant to Rule 424(b)(5)
Registration No. 333-237836
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price Per
Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(1)
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1.850% Notes due 2030
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$ 400,000,000 |
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99.780% |
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$ 399,120,000 |
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$ 51,806 |
2.800% Notes due 2050
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$ 750,000,000 |
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99.133% |
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$ 743,497,500 |
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$ 96,506 |
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(1) |
Calculated in accordance with Rule 456(b) and
Rule 457(r) of the Securities Act of 1933, as amended. The
total registration fee due for this offering is $148,312.
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Prospectus Supplement to Prospectus dated April 24,
2020
$1,150,000,000

$400,000,000 1.850% Notes due 2030
$750,000,000 2.800% Notes due 2050
We are offering $400,000,000 aggregate principal amount of our
1.850% Notes due 2030 (the “2030 notes”) and $750,000,000 aggregate
principal amount of our 2.800% Notes due 2050 (the “2050 notes”
and, together with the 2030 notes, the “notes”).
The 2030 notes will mature on June 15, 2030, and the 2050 notes
will mature on June 15, 2050, in each case, unless redeemed
earlier. We will pay interest on the notes semi-annually in arrears
on June 15 and December 15 of each year. The first interest payment
will be made on December 15, 2020. The notes will be issued only in
denominations of $2,000 and $1,000 multiples above that amount. For
a more detailed description of the notes, see “Description of the
Notes” in this prospectus supplement.
The notes will be our general unsecured obligations and will rank
equally in right of payment with our other current and future
unsecured and unsubordinated debt, but effectively will be junior
to any current and future secured debt to the extent of the assets
securing that debt. The notes also effectively will be subordinated
to all indebtedness and other liabilities of our subsidiaries to
the extent of our subsidiaries’ assets. We have the option to
redeem all or a portion of the notes at any time prior to maturity
at the redemption prices set forth in this prospectus supplement.
See “Description of the Notes—Optional Redemption” in this
prospectus supplement.
Investing in the notes involves risk. See “Risk Factors” on
page S-7 of this prospectus supplement, and in our Annual
Report on Form 10-K for our
fiscal year ended December 31, 2019 and our Quarterly Report
on Form 10-Q for the
quarter ended March 29, 2020, which are incorporated by
reference herein, as they may be amended, supplemented or
superseded from time to time by other reports that we subsequently
file with the Securities and Exchange Commission (the
“SEC”).
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the notes or
passed upon the accuracy or adequacy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
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Per
2030 Note |
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Total |
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Per
2050 Note |
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Total |
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Initial public offering price
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99.780 |
% |
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$ |
399,120,000 |
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99.133 |
% |
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$ |
743,497,500 |
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Underwriting discount
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0.450 |
% |
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$ |
1,800,000 |
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0.875 |
% |
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$ |
6,562,500 |
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Proceeds to us, before expenses
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99.330 |
% |
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$ |
397,320,000 |
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98.258 |
% |
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$ |
736,935,000 |
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The initial public offering prices set forth above do not include
accrued interest, if any. Interest on the notes will accrue from
May 20, 2020, and must be paid by the purchasers if the notes are
delivered after May 20, 2020.
The underwriters expect to deliver the notes in book-entry form
through the facilities of The Depository Trust Company (“DTC”), for
the benefit of its participants, including Clearstream Banking,
S.A. (“Clearstream”) and Euroclear Bank SA/NV, as operator of the
Euroclear System (“Euroclear”), against payment in New York, New
York on or about May 20, 2020.
Joint Book-Running Managers
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Mizuho Securities |
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Morgan Stanley
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BofA Securities |
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Citigroup |
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Credit Agricole CIB |
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J.P. Morgan |
Joint Lead Managers
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Goldman Sachs & Co. LLC |
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SMBC Nikko |
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TD Securities |
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US Bancorp |
Senior Co-Managers
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ANZ Securities
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Barclays
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Lloyds Securities
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RBC Capital Markets |
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UniCredit Capital Markets |
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Wells Fargo Securities |
Co-Managers
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Academy Securities
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Blaylock Van, LLC
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C.L. King & Associates
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Drexel Hamilton
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Mischler Financial Group, Inc.
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Penserra Securities LLC |
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R. Seelaus & Co.,
LLC |
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Siebert Williams Shank |
Prospectus Supplement dated May 15, 2020.
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
We have not, and the underwriters have not, authorized anyone to
give any information or to make any representations concerning the
notes except those which are in this prospectus supplement, the
accompanying prospectus, any related free writing prospectus that
we authorize, or any documents incorporated by reference into this
prospectus supplement or the accompanying prospectus. We and the
underwriters take no responsibility for, and can provide no
assurance as to the reliability of, any other information or
representations that others may give or make to you. This
prospectus supplement is not an offer to sell or a solicitation of
an offer to buy any securities other than the notes that are
referred to in this prospectus supplement. This prospectus
supplement is not an offer to sell or a solicitation of an offer to
buy notes in any circumstances in which the offer or solicitation
is unlawful. You should not interpret the delivery of this
prospectus supplement and the accompanying prospectus, or any offer
or sale of notes, as an indication that there has been no change in
our affairs since the date of this prospectus supplement.
As used in this prospectus supplement, unless otherwise indicated,
“Lockheed Martin,” “we,” “our,” and “us” are used interchangeably
to refer to Lockheed Martin Corporation or to Lockheed Martin
Corporation and its consolidated subsidiaries, as appropriate in
the context.
i
SUMMARY
The following summary is qualified in its entirety by the more
detailed information included elsewhere in this prospectus
supplement and the accompanying prospectus. Because this is a
summary, it may not contain all the information that may be
important to you. You should read this entire prospectus supplement
and the accompanying prospectus, including “Risk Factors” on page
S-7, and the financial
statements and the notes to those statements and other information
incorporated herein by reference, before making a decision whether
to invest in the notes.
The Company
We are a global security and aerospace company principally engaged
in the research, design, development, manufacture, integration and
sustainment of advanced technology systems, products and services.
We also provide a broad range of management, engineering,
technical, scientific, logistics, system integration and
cybersecurity services. We serve both U.S. and international
customers with products and services that have defense, civil and
commercial applications, with our principal customers being
agencies of the U.S. Government.
In 2019, 71% of our $59.8 billion in net sales were from the
U.S. Government, either as a prime contractor or as a subcontractor
(including 61% from the Department of Defense), 28% were from
international customers (including foreign military sales
contracted through the U.S. Government) and 1% were from U.S.
commercial and other customers.
We operate in four business segments: Aeronautics, Missiles and
Fire Control (MFC), Rotary and Mission Systems (RMS) and Space. We
organize our business segments based on the nature of the products
and services offered. The following is a brief description of the
activities of each of our business segments:
Aeronautics—Engaged in the research, design,
development, manufacture, integration, sustainment, support and
upgrade of advanced military aircraft, including combat and air
mobility aircraft, unmanned air vehicles and related technologies.
In 2019, Aeronautics generated net sales of $23.7 billion,
which represented 40% of our total consolidated net sales.
Missiles and Fire Control—Provides air and missile
defense systems; tactical missiles and air-to-ground precision strike
weapon systems; logistics; fire control systems; mission operations
support, readiness, engineering support and integration services;
manned and unmanned ground vehicles; and energy management
solutions. In 2019, MFC generated net sales of $10.1 billion,
which represented 17% of our total consolidated net sales.
Rotary and Mission Systems—Provides design,
manufacture, service and support for a variety of military and
commercial helicopters; ship and submarine mission and combat
systems; mission systems and sensors for rotary and fixed-wing
aircraft; sea and land-based missile defense systems; radar
systems; the Littoral Combat Ship (LCS); the Multi-Mission Surface
Combatant; simulation and training services; and unmanned systems
and technologies. In addition, RMS supports the needs of government
customers in cybersecurity and delivers communications and command
and control capabilities through complex mission solutions for
defense applications. In 2019, RMS generated net sales of
$15.1 billion, which represented 25% of our total consolidated
net sales.
Space—Engaged in the research, design, development,
engineering and production of satellites, space transportation
systems, and strategic, advanced strike and defensive systems.
Space provides network-enabled situational awareness and integrates
complex space and ground global systems to help our customers
gather, analyze and securely distribute critical intelligence data.
Space is also responsible for various classified systems and
services in support of vital national security systems. In 2019,
Space generated net sales of $10.9 billion, which represented
18% of our total consolidated net sales.
S-1
Corporate Information
We are a Maryland corporation formed in 1995 by combining the
businesses of Lockheed Corporation and Martin Marietta Corporation.
Our principal executive offices are located at 6801 Rockledge
Drive, Bethesda, Maryland 20817. Our telephone number is
(301) 897-6000 and our
website address is www.lockheedmartin.com. We make our website
content available for information purposes only. It should not be
relied upon for investment purposes, is not incorporated by
reference into this prospectus supplement or the accompanying
prospectus and does not constitute a part of this prospectus
supplement or the accompanying prospectus.
S-2
The Offering
The following is a summary of some of the terms of the notes
offered hereby. For a more complete description of the terms of the
notes, see “Description of the Notes” in this prospectus
supplement.
Issuer
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Lockheed Martin Corporation. |
Notes Offered
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$400,000,000 principal amount of 2030 notes. |
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$750,000,000 principal amount of
2050 notes. |
Maturity
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The 2030 notes will mature on June 15, 2030, and the
2050 notes will mature on June 15, 2050. |
Interest
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The 2030 notes will bear interest from May 20, 2020, at an
annual rate of 1.850%. The 2050 notes will bear interest from
May 20, 2020, at an annual rate of 2.800%. Interest is payable on
each series of notes semi-annually in arrears on June 15 and
December 15 of each year, beginning on December 15, 2020. |
Optional Redemption
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Prior to March 15, 2030 (three months prior to the
maturity date of the 2030 notes) in the case of the 2030 notes and
prior to December 15, 2049 (six months prior to the maturity
date of the 2050 notes) in the case of the 2050 notes, we will have
the option to redeem the notes of each series in whole or in part
at any time and from time to time at the applicable make-whole
redemption prices, as described under “Description of the
Notes—Optional Redemption” in this prospectus supplement, in each
case, plus accrued and unpaid interest to the date of
redemption. |
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On or after March 15, 2030 (three
months prior to the maturity date of the 2030 notes) and December
15, 2049 (six months prior to the maturity date of the 2050 notes),
we will have the option to redeem the notes of each series in whole
or in part at any time at a redemption price equal to 100% of the
principal amount of the notes to be redeemed, in each case, plus
accrued and unpaid interest to the date of redemption. See
“Description of the Notes—Optional Redemption” in this prospectus
supplement. |
Ranking
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The notes will be our general unsecured obligations and will
rank equally in right of payment with our other current and future
unsecured and unsubordinated debt, but effectively will be junior
to any current and future secured debt to the extent of the assets
securing that debt. The notes also effectively will be subordinated
to all indebtedness and other liabilities of our subsidiaries to
the extent of our subsidiaries’ assets. |
Authorized Denominations
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Minimum denominations of $2,000 and $1,000 multiples above that
amount. |
S-3
Use of Proceeds
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We estimate that the net proceeds from this offering, after
deducting estimated fees and expenses and underwriting discounts
and commissions, will be approximately $1,131,625,000. We intend to
use approximately $400 million of the net proceeds from this
offering to redeem a portion of the outstanding $900 million
in aggregate principal amount of our 3.35% notes due 2021 (the
“2021 notes”) at their redemption price, and to use the balance of
the net proceeds from this offering to repay a portion of the
outstanding $1,250 million in aggregate principal amount of
our 2.50% notes due 2020 (the “2020 notes”) at or prior to maturity
on November 23, 2020. See “Use of Proceeds” in this prospectus
supplement. |
Risk Factors
|
An investment in the notes involves risks. You should carefully
consider the “Risk Factors” on page S-7 of this prospectus supplement, and
in our Annual Report on Form 10-K for our fiscal year ended
December 31, 2019 and our Quarterly Report on Form
10-Q for the quarter ended
March 29, 2020, which are incorporated by reference herein, as
they may be amended, supplemented or superseded from time to time
by other reports that we subsequently file with the SEC, before
deciding to invest in the notes. |
No Listing of the Notes
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We do not intend to apply to list the notes on any securities
exchange or to have the notes quoted on any automated quotation
system. |
Governing Law
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Maryland law governs the Indenture (as defined herein) and will
govern the notes. |
Trustee
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U.S. Bank National Association. |
S-4
FORWARD-LOOKING
STATEMENTS
This prospectus supplement contains statements that, to the extent
they are not recitations of historical fact, constitute
forward-looking statements within the meaning of the federal
securities laws, and are based on our current expectations and
assumptions. The words “believe,” “estimate,” “anticipate,”
“project,” “intend,” “expect,” “plan,” “outlook,” “scheduled,”
“forecast” and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of
future performance and are subject to risks and uncertainties.
Actual results may differ materially due to factors such as:
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the impact of the COVID-19
outbreak or future epidemics on our business, including the
potential for facility closures or work stoppages, supply chain
disruptions, program delays, our ability to recover our costs under
contracts, changing government funding and acquisition priorities
and payment policies and regulations; and potential impacts to the
fair value of our assets;
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• |
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our reliance on contracts with the U.S. Government, which are
conditioned upon the availability of funding and can be terminated
by the U.S. Government for convenience, and our ability to
negotiate favorable contract terms;
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• |
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budget uncertainty, affordability initiatives or the risk of future
budget cuts;
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• |
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risks related to the development, production, sustainment,
performance, schedule, cost and requirements of complex and
technologically advanced programs including our largest, the
F-35 program;
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• |
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planned production rates for significant programs; compliance with
stringent performance and reliability standards; materials
availability;
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• |
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the performance and financial viability of key suppliers,
teammates, joint ventures, joint venture partners, subcontractors
and customers;
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• |
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economic, industry, business and political conditions including
their effects on governmental policy and government actions that
disrupt our supply chain or prevent the sale or delivery of our
products (such as delays in obtaining Congressional approvals for
exports requiring Congressional notification and export license
delays due to COVID-19);
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• |
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trade policies or sanctions (including Turkey’s removal from the
F-35 program, the impact of
U.S. Government sanctions on Turkey and potential sanctions on the
Kingdom of Saudi Arabia);
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• |
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our success expanding into and doing business in adjacent markets
and internationally and the differing risks posed by international
sales;
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• |
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changes in foreign national priorities and foreign government
budgets;
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• |
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the competitive environment for our products and services,
including increased pricing pressures, aggressive pricing in the
absence of cost realism evaluation criteria, competition from
outside the aerospace and defense industry, and bid protests;
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the timing and customer acceptance of product deliveries;
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• |
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our ability to continue to innovate and develop new products and to
attract and retain key personnel and transfer knowledge to new
personnel; the impact of work stoppages or other labor
disruptions;
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the impact of cyber or other security threats or other disruptions
to our businesses;
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our ability to implement and continue, and the timing and impact
of, capitalization changes such as share repurchases and dividend
payments;
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our ability to recover costs under U.S. Government contracts and
changes in contract mix;
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the accuracy of our estimates and projections;
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S-5
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timing and estimates regarding pension funding and movements in
interest rates and other changes that may affect pension plan
assumptions, stockholders’ equity, the level of the FAS/CAS
adjustment and actual returns on pension plan assets;
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the successful operation of joint ventures that we do not control
and our ability to recover our investments;
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realizing the anticipated benefits of acquisitions or divestitures,
joint ventures, teaming arrangements or internal
reorganizations;
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• |
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our efforts to increase the efficiency of our operations and
improve the affordability of our products and services;
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risk of an impairment of our assets, including a potential
non-cash impairment charge
as early as the second quarter for our equity investment in
Advanced Military Maintenance, Repair and Overhaul Center LLC
(AMMROC) and the potential impairment of goodwill, intangible
assets and inventory recorded as a result of the acquisition of the
Sikorsky business;
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the availability and adequacy of our insurance and indemnities;
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the effect of changes in (or in the interpretation of) procurement
and other regulations and policies affecting our industry,
including export of our products, cost allowability or recovery and
potential changes to the U.S. Department of Defense’s (DoD)
acquisition regulations relating to progress payments and
performance-based payments and a preference for fixed-price
contracts; including the potential for DoD to temporarily modify
these in response to COVID-19;
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our ability to benefit fully from or adequately protect our
intellectual property rights;
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the effect of changes in accounting, taxation, or export laws,
regulations, and policies and their interpretation or application;
and
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• |
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the outcome of legal proceedings, bid protests, environmental
remediation efforts, audits, government investigations or
government allegations that we have failed to comply with law,
other contingencies and U.S. Government identification of
deficiencies in our business systems.
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These are only some of the factors that may affect forward-looking
statements contained in this prospectus supplement. For a
discussion identifying additional important factors that could
cause actual results to differ materially from those anticipated in
the forward-looking statements, see the “Risk Factors” section
below and our filings with the SEC including, but not limited
to, “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in our Annual
Report on Form 10-K for the
year ended December 31, 2019 and our Quarterly Report on Form
10-Q for the quarter ended
March 29, 2020.
Our actual financial results likely will be different from those
projected due to the inherent nature of projections. Given these
uncertainties, forward-looking statements should not be relied on
in making investment decisions. The forward-looking statements
contained in this prospectus supplement speak only as of the date
of this prospectus supplement. Except where required by applicable
law, we expressly disclaim a duty to provide updates to
forward-looking statements after the date of this prospectus
supplement to reflect subsequent events, changed circumstances,
changes in expectations or the estimates and assumptions associated
with them. The forward-looking statements in this prospectus
supplement are intended to be subject to the safe harbor protection
provided by the federal securities laws.
S-6
RISK FACTORS
An investment in the notes involves risk. You should carefully
consider the following risks, together with the information
included in or incorporated by reference in this prospectus
supplement and the accompanying prospectus, before deciding whether
an investment in the notes is suitable for you. In addition to the
risk factors set forth below, we also specifically incorporate by
reference into this prospectus supplement the sections captioned
“Item 1A. Risk Factors” contained in Part I of our Annual Report on
Form 10-K for the year
ended December 31, 2019 and in Part II of our Quarterly Report
on Form 10-Q for the
quarter ended March 29, 2020, as they may be amended,
supplemented or superseded from time to time by other reports that
we subsequently file with the SEC. The outcome of one or more of
these risks, including the coronavirus pandemic (COVID-19) as described in our
Quarterly Report on Form 10-Q for the quarter ended
March 29, 2020, could have a material adverse effect on our
business, results of operations, financial condition or cash flows.
In such an event, the trading prices of the notes could decline,
and you might lose all or part of your investment.
The Indenture does not limit the amount of indebtedness that
we may incur.
The Indenture under which the notes will be issued does not limit
the amount of indebtedness that we may incur. The Indenture does
not contain any financial covenants or other provisions that would
afford the holders of the notes protection in the event of a
decline in our credit quality resulting from highly leveraged or
other transactions involving us.
The notes are obligations exclusively of Lockheed Martin
Corporation and not of our subsidiaries and payment to holders of
the notes will be structurally subordinated to the claims of our
subsidiaries’ creditors.
The notes will be our general unsecured obligations and will rank
equally in right of payment with our other current and future
unsecured and unsubordinated debt and senior in right of payment to
all of our future subordinated debt. The notes are not guaranteed
by any of our subsidiaries. Although most of our business currently
is conducted through Lockheed Martin Corporation, to the extent
that we conduct operations through subsidiaries, the assets of our
subsidiaries would not be available directly for payments on the
notes. The notes effectively will be subordinated to all
indebtedness and other liabilities of our subsidiaries.
There are currently no public markets for the notes, which
could limit their market price or your ability to sell
them.
The notes are new issues of securities for which there currently
are no trading markets. As a result, we cannot provide any
assurance that markets will develop for the notes or that you will
be able to sell your notes. If the notes are traded after their
initial issuance, they may trade at a discount from their initial
offering price. Future trading prices of the notes will depend on
many factors, including prevailing interest rates, the market for
similar securities, general economic conditions, and our financial
condition, performance and prospects. Accordingly, you may be
required to bear the financial risk of an investment in the notes
for an indefinite period of time. We do not intend to apply for
listing or quotation of the notes on any securities exchange or
automated quotation system.
Changes in our credit ratings may adversely affect your
investment in the notes.
Our credit ratings are an assessment by rating agencies of our
ability to pay our debts when due. Agency ratings are not a
recommendation to buy, sell or hold the notes, and may be revised
or withdrawn at any time by the rating agency. Actual or
anticipated changes or downgrades in our credit ratings, including
any announcement that our ratings are under further review for a
downgrade, could increase our corporate borrowing costs and affect
the market value of the notes. Also, our credit ratings may not
reflect the potential impact of risks related to structure, market
or other factors related to the value of the notes.
S-7
USE OF PROCEEDS
We estimate that the net proceeds from this offering, after
deducting estimated fees and expenses and underwriting discounts
and commissions, will be approximately $1,131,625,000.
We intend to use approximately $400 million of the net
proceeds from this offering to redeem a portion of the outstanding
$900 million in aggregate principal amount of our 2021 notes
at their redemption price, and to use the balance of the net
proceeds from this offering to repay a portion of the outstanding
$1,250 million in aggregate principal amount of our 2020 notes
at or prior to maturity on November 23, 2020. The 2021 notes
bear interest at a rate of 3.35% per annum and mature on
September 15, 2021 and the 2020 notes bear interest at a rate
of 2.50% per annum and mature on November 23, 2020. Until we
apply the net proceeds for specific purposes, we may invest the net
proceeds in cash equivalents or short-term investments.
S-8
CAPITALIZATION
The following table sets forth our cash and cash equivalents and
our capitalization (i) on an actual consolidated basis as of
March 29, 2020 (the end of our first quarter of 2020) and
(ii) on an as adjusted basis to reflect the issuance of the
notes, net of the underwriting discounts and commissions, and our
estimated offering expenses, and the application of the net
proceeds as described under “Use of Proceeds” above and the
assumptions stated below. This table should be read in conjunction
with our consolidated financial statements and the related notes as
included in our Annual Report on Form 10-K for the year ended
December 31, 2019 and our Quarterly Report on Form
10-Q for the quarter ended
March 29, 2020, which are incorporated by reference in this
prospectus supplement and the accompanying prospectus.
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March 29,
2020 |
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Actual |
|
|
As Adjusted |
|
|
|
(unaudited;
in millions) |
|
Cash and cash equivalents
|
|
$ |
1,988 |
|
|
$ |
1,988 |
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Current debt:
|
|
|
|
|
|
|
|
|
2020 notes
|
|
$ |
1,250 |
|
|
$ |
519 |
1 |
|
|
|
|
|
|
|
|
|
Total current portion of debt
|
|
$ |
1,250 |
|
|
$ |
519 |
1 |
|
|
|
|
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Long-term debt, net:
|
|
|
|
|
|
|
|
|
2030 notes offered hereby
|
|
|
— |
|
|
|
396 |
* |
2050 notes offered hereby
|
|
|
— |
|
|
|
735 |
* |
2021 notes
|
|
$ |
900 |
|
|
$ |
500 |
2 |
|
|
|
|
|
|
|
|
|
Other long-term debt
|
|
$ |
10,539 |
|
|
$ |
10,539 |
|
|
|
|
|
|
|
|
|
|
Total long-term debt, net
|
|
$ |
11,439 |
|
|
$ |
12,170 |
|
|
|
|
|
|
|
|
|
|
Total debt:
|
|
$ |
12,689 |
|
|
$ |
12,689 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Common stock, $1 par value per share
|
|
$ |
279 |
|
|
$ |
279 |
|
Additional paid-in
capital
|
|
|
— |
|
|
|
— |
|
Retained earnings
|
|
|
18,708 |
|
|
|
18,708 |
|
Accumulated other comprehensive loss
|
|
|
(15,541 |
) |
|
|
(15,541 |
) |
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
$ |
3,446 |
|
|
$ |
3,446 |
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests in subsidiary
|
|
$ |
41 |
|
|
$ |
41 |
|
|
|
|
|
|
|
|
|
|
Total equity:
|
|
$ |
3,487 |
|
|
$ |
3,487 |
|
|
|
|
|
|
|
|
|
|
Total debt and equity
|
|
$ |
16,176 |
|
|
$ |
16,176 |
|
|
|
|
|
|
|
|
|
|
* |
Based on the initial public offering price, net of
underwriting discounts and commissions and estimated offering
expenses.
|
1 |
As adjusted to reflect the repayment of a portion of
the 2020 notes with the net proceeds of this offering either at or
priority to maturity, after giving effect to the redemption of
$400 million in aggregate principal amount of 2021 notes, and
excluding the effects of any premium, make-whole, accrued interest
or similar payments in connection with such repayment.
|
2 |
As adjusted to reflect the offering of the notes and
the application of the proceeds therefrom as described under “Use
of Proceeds,” assuming $400 million in aggregate principal
amount of 2021 notes are redeemed by us and excluding the effects
of any premium, make-whole, accrued interest or similar payments in
connection with such redemption.
|
S-9
DESCRIPTION OF THE
NOTES
The following description of the particular terms of the notes
supplements the description of the general terms and provisions of
debt securities set forth under “Description of Debt Securities” in
the accompanying prospectus. We refer you to the accompanying
prospectus for that description. If this description differs in any
way from the general description of the debt securities in the
accompanying prospectus, you should rely on this description. In
the description of the notes that follows, “we,” “us,” and “our”
refer only to Lockheed Martin Corporation and not any of its
subsidiaries.
General
We will issue the 2030 notes and the 2050 notes as separate series
of debt securities under the Indenture, dated as of
September 6, 2011 (the “Indenture”), between us and U.S. Bank
National Association, as trustee. The summaries of certain
provisions of the Indenture described below are not complete and
are qualified in their entirety by reference to all the provisions
of the Indenture. A form of the Indenture has been filed as an
exhibit to our registration statement of which the accompanying
prospectus is a part.
The notes will be our general unsecured obligations and will rank
equally in right of payment with our other current and future
unsecured and unsubordinated debt. The notes are not guaranteed by
any of our subsidiaries. The notes effectively will be subordinated
to all of our secured debt (as to the collateral pledged to secure
that debt) and to all indebtedness and other liabilities of our
subsidiaries to the extent of our subsidiaries’ assets. The
covenants in the Indenture will not afford the holders of the notes
protection in the event of a decline in our credit quality
resulting from highly leveraged or other transactions involving
us.
We may issue separate series of debt securities under the Indenture
from time to time without limitation on the aggregate principal
amount. We may specify a maximum aggregate principal amount for the
debt securities of any series.
The 2030 notes initially will be limited to $400,000,000 in
aggregate principal amount and the 2050 notes initially will be
limited to $750,000,000 in aggregate principal amount. The notes
will be issued in fully registered form only, in minimum
denominations of $2,000 and $1,000 multiples above that amount.
The 2030 notes will mature on June 15, 2030, and the 2050 notes
will mature on June 15, 2050.
The notes will bear interest from May 20, 2020, or from the most
recent interest payment date to which interest has been paid or
provided for. We will pay interest on the notes semi-annually in
arrears on June 15 and December 15 to the registered holders of the
notes as of the close of business on the immediately preceding
June 1 and December 1, respectively. The first interest
payment date will be December 15, 2020.
Interest on the notes will be computed on the basis of a
360-day year of twelve
30-day months. If any
interest payment date, maturity date or redemption date is a “legal
holiday” (defined in the Indenture as a Saturday, Sunday, legal
holiday or day on which banking institutions are not required to be
open) at a place where principal and any interest on the notes are
payable, the payment otherwise required to be made on such date
will be made on the next succeeding day that is not a legal
holiday, and no interest shall accrue for the intervening period.
If a record date is a legal holiday in the state in which the
trustee maintains its principal place of business, then the record
date will be the next succeeding day that is not a legal holiday in
such state.
We may, without the consent of the holders of a series of notes,
issue additional notes of that series and thereby increase the
principal amount of the notes of that series in the future, 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 of that
series offered in this prospectus supplement; provided that
additional notes with the same CUSIP number as the notes of a
series offered in this prospectus supplement will not be issued
unless we believe the additional notes are fungible for U.S.
federal income tax purposes with the corresponding series of notes
offered in this prospectus supplement.
S-10
We do not intend to apply to list the notes on any securities
exchange or to have the notes quoted on any automated quotation
system.
From time to time, in our sole discretion, depending upon market,
pricing and other conditions, as well as our cash balances and
liquidity, we or our affiliates may seek to repurchase all or a
portion of a series of notes. Any such future purchases may be made
in the open market, in privately-negotiated transactions, through
tender offers or otherwise, in each case in our sole
discretion.
No Sinking Fund
The notes will not be entitled to the benefit of a sinking
fund.
Optional Redemption
We may, at our option, redeem the notes of any series in whole or
in part at any time and from time to time. Prior to March 15, 2030
(three months prior to the maturity date of the 2030 notes) in the
case of the 2030 notes and prior to December 15, 2049 (six months
prior to the maturity date of the 2050 notes) in the case of the
2050 notes, the notes will be redeemable at a redemption price
equal to the greater of:
(1) 100% of the principal amount of the notes to be redeemed;
or
(2) the sum of the present values of the remaining scheduled
payments of principal and interest on the notes to be redeemed that
would be due if such series of notes matured on the applicable Par
Call Date (as defined below) (exclusive of interest accrued to the
date of redemption) discounted to the redemption date semi-annually
(assuming a 360-day year
consisting of twelve 30-day
months) at the Treasury Rate (as defined below) for the applicable
series of notes, plus 20 basis points with respect to the 2030
notes and plus 25 basis points with respect to the 2050 notes.
The applicable redemption price will also include any accrued and
unpaid interest on the series of notes to the date of redemption.
The Independent Investment Banker (as defined below) will calculate
the redemption price.
In addition, we will have the option to redeem the 2030 notes and
2050 notes in whole or in part at any time on or after March 15,
2030 (three months prior to the maturity date of the 2030
notes) and December 15, 2049 (six months prior to the maturity date
of the 2050 notes), respectively, at a redemption price equal to
100% of the principal amount of the notes to be redeemed, in each
case, plus accrued and unpaid interest to the date of
redemption.
“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 applicable notes
to be redeemed (assuming, for this purpose, that such notes matured
on their applicable 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 to the remaining term of the applicable notes to be
redeemed.
“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
S-11
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 for such redemption date, after
excluding the highest and lowest of such reference treasury dealer
quotations, or (b) if we obtain fewer than three such
reference treasury dealer quotations, the average of all such
quotations.
“Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by us.
“Par Call Date” means, (i) with respect to the 2030 notes,
March 15, 2030, the date that is three months prior to the
maturity date of the 2030 notes, and (ii) with respect to the
2050 notes, December 15, 2049, the date that is six months
prior to the maturity date of the 2050 notes.
“Reference Treasury Dealer” means each of Mizuho Securities USA
LLC, Morgan Stanley & Co. LLC and one leading primary U.S.
Government securities dealer designated by us, 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”), we 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 us, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to us by such Reference
Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
We will mail notice of any redemption at least 20 days but not
more than 60 days before the redemption date to each holder of
the notes to be redeemed.
Unless we default in payment of the redemption price and accrued
interest, if any, on and after the redemption date, interest will
cease to accrue on the notes or portions of the notes called for
redemption.
In the case of a partial redemption of a series of notes, selection
of the notes in such series for redemption will be made pro rata,
by lot, or by such other method as the trustee in its sole
discretion deems fair and appropriate. 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 must
be $2,000 in principal amount or $1,000 multiples above that
amount. A new note in a principal amount equal to the unredeemed
portion of the note will be issued in the name of the holder of the
note upon surrender for cancellation of the original note.
Covenants
The notes are subject to the restrictive covenants described under
the section titled “Description of Debt Securities—Certain
Covenants” in the accompanying prospectus.
Consolidation, Merger or Sale
The notes are subject to some limitations on our ability to enter
into certain consolidations, mergers or transfers of all or
substantially all of our assets as described under the section
titled “Description of Debt Securities—Consolidation, Merger or
Sale” in the accompanying prospectus.
Events of Default
The notes of each series are subject to the events of default
described under the section titled “Description of Debt
Securities—Events of Default” in the accompanying prospectus.
S-12
Amendments, Supplements and Waivers
The notes are subject to provisions allowing us, under some
conditions, to amend or supplement the Indenture or the notes or to
waive our compliance with some provisions of the Indenture or the
notes, as described under the section titled “Description of Debt
Securities—Amendments, Supplements and Waivers” in the accompanying
prospectus.
Discharge and Defeasance Provisions
The Indenture permits us to satisfy and discharge our obligations
or defease certain of our obligations for any series of notes at
any time, as described under the section titled “Description of
Debt Securities—Redemption, Sinking Fund, Discharge and Defeasance”
in the accompanying prospectus.
Book-Entry Delivery and Settlement
We will issue each series of notes in the form of one or more
permanent global notes in fully registered, book-entry form. The
global notes will be deposited with or on behalf of DTC and
registered in the name of Cede & Co., as nominee of
DTC. Beneficial interests in the global notes will be
represented through book-entry accounts of financial institutions
acting on behalf of beneficial owners as direct and indirect
participants in DTC. So long as Cede & Co., as the nominee
of DTC, is the sole registered owner of any global note,
Cede & Co. for all purposes will be considered the sole
holder of that global note.
DTC has advised us as follows: DTC is a limited-purpose trust
company organized under the laws of the State of New York, a member
of the Federal Reserve System, a “clearing corporation” within the
meaning of the New York Uniform Commercial Code and “a clearing
agency” registered pursuant to the provisions of section 17A
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). DTC was created to hold securities for its participants and
to facilitate the clearance and settlement of securities
transactions, such as transfers and pledges, among participants in
deposited securities through electronic book-entry charges to
accounts of its participants, thereby eliminating the need for
physical movement of securities certificates. The rules applicable
to DTC and its participants are on file with the SEC.
We expect that under procedures established by DTC:
|
• |
|
upon deposit of the global notes with DTC or its custodian, DTC
will credit on its internal system the accounts of direct
participants designated by the underwriters with portions of the
principal amounts of the global notes; and
|
|
• |
|
ownership of the notes will be shown on, and the transfer of
ownership thereof will be effected only through, records maintained
by DTC or its nominee, with respect to interests of direct
participants, and the records of direct and indirect participants,
with respect to interests of persons other than participants.
|
The laws of some jurisdictions may require that purchasers of
securities take physical delivery of those securities in definitive
form. Accordingly, the ability to transfer interests in the notes
represented by a global note to those persons may be limited. In
addition, because DTC can act only on behalf of its participants,
who in turn act on behalf of persons who hold interests through
participants, the ability of a person having an interest in notes
represented by a global note to pledge or transfer those interests
to persons or entities that do not participate in DTC’s system, or
otherwise to take actions in respect of such interest, may be
affected by the lack of a physical definitive security in respect
of such interest.
So long as DTC or its nominee is the registered owner of a global
note, DTC or that nominee will be considered the sole owner or
holder of the notes represented by the global note for all purposes
under the indenture and under the notes. Except as provided below,
owners of beneficial interests in a global note will not be
entitled to have notes represented by that global note registered
in their names, will not receive or be entitled to receive physical
delivery of certificated notes and will not be considered the
owners or holders thereof under
S-13
the indenture or under the notes for any purpose, including with
respect to the giving of any direction, instruction or approval to
the trustee. Accordingly, each holder owning a beneficial interest
in a global note must rely on the procedures of DTC and, if that
holder is not a direct or indirect participant, on the procedures
of the participant through which that holder owns its interest, to
exercise any rights of a holder of notes under the indenture or the
global note.
Subject to compliance with the transfer restrictions applicable to
the global notes, cross-market transfers between participants in
DTC, on the one hand, and Euroclear participants or Clearstream
participants, on the other hand, will be effected through DTC in
accordance with DTC’s rules on behalf of each of Euroclear or
Clearstream by its U.S. depositary; however, such cross-market
transactions will require delivery of instructions to Euroclear or
Clearstream by the counterparty in such system in accordance with
the rules and procedures and within the established deadlines
(European time) of such system. Euroclear or Clearstream will, if
the transaction meets its settlement requirements, deliver
instructions to DTC to take action to effect final settlement on
its behalf by delivering or receiving interests in the global notes
in DTC, and making or receiving payment in accordance with normal
procedures for same-day
funds settlement applicable to DTC. Euroclear participants and
Clearstream participants may not deliver instructions directly to
DTC.
Because of time zone differences, the securities account of a
Euroclear participant or a Clearstream participant purchasing an
interest in a global note from a DTC participant will be credited,
and any such crediting will be reported to the relevant Euroclear
participant or Clearstream participant, during the securities
settlement processing day (which must be a business day for
Euroclear and Clearstream) immediately following the DTC settlement
date. Cash received in Euroclear or Clearstream as a result of
sales of interest in a global note by or through a Euroclear
participant or a Clearstream participant to a DTC participant will
be received on the DTC settlement date but will be available in the
relevant Euroclear or Clearstream cash account only as of the
business day for Euroclear or Clearstream following DTC’s
settlement date.
Although DTC, Euroclear and Clearstream are expected to follow the
foregoing procedures in order to facilitate transfers of interests
in a global note among participants of DTC, Euroclear and
Clearstream, they are under no obligation to perform or continue to
perform such procedures, and such procedures may be discontinued at
any time. None of Lockheed Martin, the trustee or the paying agents
will have any responsibility for the performance by DTC, Euroclear
or Clearstream or their respective participants or indirect
participants of their respective obligations under the rules and
procedures governing their operations.
Payments on the notes represented by the global note will be made
to DTC or its nominee, as the case may be, as the registered owner
thereof. We expect that DTC or its nominee, upon receipt of any
payment on the notes represented by the global note, will credit
participants’ accounts with payments in amounts proportionate to
their respective beneficial interests in the global note as shown
in the records of DTC or its nominee. We also expect that payments
by participants to owners of beneficial interests in the global
note held through such participants will be governed by standing
instructions and customary practice as is now the case with
securities held for the accounts of customers registered in the
names of nominees for such customers. The participants will be
responsible for those payments.
Settlement for the notes will be made by the underwriters in
immediately available funds. The notes will trade in DTC’s
Same-Day Funds Settlement
System until maturity. Secondary market trading between DTC
participants will occur in the ordinary way in accordance with DTC
rules and will be settled in immediately available funds. So long
as DTC continues to make its Settlement System available to us, it
is anticipated that payments of principal of and interest on the
notes will be made by us in immediately available funds.
DTC may discontinue providing its services as depositary with
respect to the notes at any time by giving reasonable notice to us.
We also may decide to discontinue use of the system of
book-entry-only transfers through DTC or any successor securities
depositary. In that event, certificates will be printed and
delivered to DTC.
The information in this section concerning DTC and DTC’s book-entry
system has been obtained from sources that we believe to be
reliable, but we take no responsibility for the accuracy
thereof.
S-14
CERTAIN UNITED STATES FEDERAL
TAX CONSEQUENCES
The following discussion summarizes certain U.S. federal
income tax consequences of the purchase, beneficial ownership, and
disposition of the notes by a holder that is a U.S. Holder (as
defined below). Also following is general information regarding the
U.S. federal tax consequences of the purchase, beneficial
ownership, and disposition of the notes by a holder that is a
Non-U.S. Holder (as
defined below).
This summary is based on the Internal Revenue Code of 1986, as
amended (the “Code”), regulations issued under the Code, judicial
authority and administrative rulings, and practice, all of which
are subject to change and differing interpretation. Any such change
may be applied retroactively and may adversely affect the
U.S. federal income tax consequences described in this
prospectus supplement. This summary addresses only tax consequences
to investors that purchase the notes pursuant to this prospectus
supplement at the price set forth on the cover page. This summary
assumes the notes will be held as capital assets within the meaning
of Section 1221 of the Code. This summary does not discuss all
of the tax consequences that may be relevant to particular
investors or to investors subject to special treatment under the
U.S. federal income tax laws (such as insurance companies,
financial institutions, tax-exempt organizations, partnerships
or other pass-through entities (and persons holding the notes
through a partnership or other pass-through entity), retirement
plans, regulated investment companies, securities dealers, traders
in securities who elect to apply a mark-to-market method of
accounting, persons holding the notes as part of a “straddle,”
“constructive sale,” or a “conversion transaction” for
U.S. federal income tax purposes, or as part of some other
integrated investment, U.S. expatriates, persons subject to
alternative minimum tax or persons whose functional currency for
tax purposes is not the U.S. dollar). This summary also does
not discuss any tax consequences arising under the laws of any
state, local, foreign, or other tax jurisdiction or, except to the
extent provided below, any tax consequences arising under
U.S. federal tax laws other than U.S. federal income tax
laws. We do not intend to seek a ruling from the Internal Revenue
Service (the “IRS”) with respect to any matters discussed in this
section, and we cannot assure you that the IRS will not challenge
one or more of the tax consequences described below. The term
“holder” as used in this discussion refers to a beneficial holder
of the notes.
Persons considering the purchase of the notes, including any
persons who would be Non-U.S. Holders, should consult
their own tax advisors concerning the application of
U.S. federal tax laws to their particular situations as well
as any consequences of the purchase, beneficial ownership, and
disposition of the notes arising under the laws of any other taxing
jurisdiction.
U.S. Federal Income Tax Consequences to U.S. Holders
The following is a general discussion of U.S. federal income
tax consequences of the purchase, beneficial ownership, and
disposition of the notes by a holder that is a “U.S. Holder.”
For purposes of this discussion, a U.S. Holder means a
beneficial owner of a note that is, for U.S. federal income tax
purposes:
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• |
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a citizen or resident of the United States;
|
|
• |
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a corporation or other business entity taxable as a corporation
created or organized in or under the laws of the United States or
any state thereof or the District of Columbia;
|
|
• |
|
an estate whose income is subject to U.S. federal income
taxation regardless of its source; or
|
|
• |
|
a trust if a court within the United States is able to exercise
primary supervision over its administration and one or more
U.S. persons have the authority to control all substantial
decisions of the trust, or an electing trust that was in existence
on August 20, 1996 and was treated as a domestic trust before
that date.
|
If a partnership or other business entity treated as a partnership
for U.S. federal income tax purposes holds notes, the U.S.
federal income tax treatment of a partner generally will depend on
the status of the partner and upon the activities of the
partnership. Persons who are partners in a partnership holding
notes should consult their
S-15
tax advisors regarding the U.S. federal income tax consequences to
them of the purchase, beneficial ownership and disposition of the
notes.
Book/Tax Conformity
U.S. Holders that use an accrual method of accounting for tax
purposes (“accrual method holders”) generally are required to
include certain amounts in income no later than the time such
amounts are reflected on certain financial statements (the
“book/tax conformity rule”). The application of the book/tax
conformity rule thus may require the accrual of income earlier than
would be the case under the general tax rules described below. It
is not entirely clear to what types of income the book/tax
conformity rule applies, or, in some cases, how the rule is to be
applied if it is applicable. However, proposed regulations
generally would exclude, among other items, original issue discount
and market discount (in either case, whether or not de
minimis) from the applicability of the book/tax conformity
rule. Although the proposed regulations generally will not be
effective until taxable years beginning after the date on which
they are issued in final form, taxpayers generally are permitted to
rely on their provisions currently if they apply the rules of the
proposed regulations consistently to all items of income during the
taxable year. Accrual method holders should consult with their tax
advisors regarding the potential applicability of the book/tax
conformity rule to their particular situation.
Taxation of Interest
Stated interest on the notes will be taxable to a U.S. Holder
as ordinary interest income. A U.S. Holder must report this
income either when it accrues or is received, depending on the
holder’s method of accounting for U.S. federal income tax
purposes. It is expected, and this discussion assumes, that the
notes will be issued without original issue discount for U.S.
federal income tax purposes.
Treatment of Dispositions of Notes
Upon the sale, exchange, retirement, or other taxable disposition
of a note, a U.S. Holder generally will recognize gain or loss
equal to the difference between the amount received on such
disposition (other than amounts received in respect of accrued and
unpaid interest, which will be taxable as interest to the extent
not previously included in income) and the U.S. Holder’s tax
basis in the note. A U.S. Holder’s tax basis in a note
generally will be the cost of the note to the U.S. Holder,
less any principal payments received by that U.S. Holder. Gain
or loss realized on the sale, exchange, retirement, or other
taxable disposition of a note generally will be capital gain or
loss, and will be long-term capital gain or loss if, at the time of
such sale, exchange, retirement, or other taxable disposition, the
U.S. Holder has held the note for more than one year. The
ability to deduct capital losses is subject to limitation under
U.S. federal income tax laws. Net long-term capital gain
recognized by a non-corporate U.S. Holder is
generally taxed at preferential rates.
Medicare Tax on Unearned Income
Certain U.S. holders that are individuals, estates or trusts are
subject to an additional 3.8% Medicare tax on “net investment
income,” which includes, among other things, interest on and gains
from the sale or other disposition of notes. U.S. holders should
consult their tax advisors regarding the 3.8% Medicare tax.
U.S. Federal Tax Consequences to Non-U.S. Holders
The following is a general discussion of U.S. federal income
tax consequences and, only to the extent provided below, certain
U.S. federal estate tax consequences of the purchase,
beneficial ownership, and disposition of the notes by a holder that
is a “Non-U.S. Holder.” A “Non-U.S. Holder” is a beneficial
owner of a note that is neither a U.S. Holder nor a partnership or
other business entity that is treated as a partnership for U.S.
federal income tax purposes. This discussion does not address all
aspects of U.S. federal income or estate taxation that may be
relevant to such Non-U.S. Holders in light of their
particular circumstances. For example, special rules may apply to a
Non-U.S. Holder that
is a “controlled foreign corporation” or a “passive foreign
investment company.”
S-16
For purposes of the following discussion, any interest income and
any gain realized on the sale, exchange, retirement, or other
taxable disposition of the notes will be considered
“U.S. trade or business income” if such interest income or
gain is (i) effectively connected with the conduct of a trade
or business of the taxpayer in the United States and (ii) in
the case of a treaty resident, attributable to a permanent
establishment (or in the case of a treaty resident who is an
individual, to a fixed base) in the United States.
Taxation of Interest
Subject to the discussion of backup withholding and the Foreign
Account Tax Compliance Act (“FATCA”) below, a Non-U.S. Holder will not be
subject to U.S. federal income tax or withholding tax in
respect of interest income on the notes if each of the following
requirements is satisfied:
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• |
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The interest is not U.S. trade or business income.
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• |
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The Non-U.S. Holder
provides to us or the paying agent an appropriate completed
statement on an IRS Form W-8BEN or W-8BEN-E, as applicable,
together with all appropriate attachments, signed under penalties
of perjury, identifying the Non-U.S. Holder and stating, among
other things, that the Non-U.S. Holder is not a
U.S. person, and neither we nor the paying agent have actual
knowledge or reason to know that such holder is a U.S. person.
If a note is held through a securities clearing organization, bank,
or another financial institution that holds customers’ securities
in the ordinary course of its trade or business, this requirement
is satisfied if (i) the Non-U.S. Holder provides such a
form to the organization or institution, and (ii) the
organization or institution, under penalties of perjury, certifies
to us or the paying agent that it has received such a form from the
beneficial owner or another intermediary and furnishes us or the
paying agent with a copy. In addition, Non-U.S. Holders that are
pass-through entities rather than corporations or individuals must
satisfy certain special certification requirements.
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• |
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The Non-U.S. Holder
does not actually or constructively own 10% or more of the total
combined voting power of all classes of our stock entitled to
vote.
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• |
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The Non-U.S. Holder is
not a “controlled foreign corporation” that is actually or
constructively related to us.
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If these conditions are not met, a 30% withholding tax will apply
to interest income on the notes, unless one of the following two
exceptions is satisfied. The first exception is that an applicable
income tax treaty reduces or eliminates such tax, and a
Non-U.S. Holder
claiming the benefit of that treaty provides to us or the paying
agent a properly executed IRS Form W-8BEN or W-8BEN-E, as applicable, and
neither we nor the paying agent have actual knowledge or reason to
know that such holder is a U.S. person. The second exception
is that the interest is U.S. trade or business income and the
Non-U.S. Holder
provides an appropriate statement to that effect on an IRS
Form W-8ECI. In the
case of the second exception, such Non-U.S. Holder generally will be
subject to U.S. federal income tax with respect to all income
from the notes in the same manner as U.S. Holders, as
described above. Additionally, in such event, Non-U.S. Holders that are
corporations could be subject to an additional “branch profits” tax
at a rate of 30% (or a lower treaty rate). Non-U.S. Holders should consult their
own tax advisors regarding the application of U.S. federal income
tax laws to their particular situations.
Treatment of Dispositions of Notes
Generally, a Non-U.S. Holder will not be
subject to U.S. federal income tax on gain realized upon the
sale, exchange, retirement, or other disposition of a note
unless:
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• |
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such Non-U.S. Holder
is an individual present in the United States for 183 days or
more in the taxable year of the sale, exchange, retirement, or
other disposition and certain other conditions are met; or
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• |
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the gain is U.S. trade or business income.
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S-17
If a Non-U.S. Holder is an
individual described in the first bullet point above, such holder
will be subject to a flat 30% tax (subject to reductions under an
applicable income tax treaty) on the gain derived from the sale,
exchange, retirement, or other disposition, which may be offset by
U.S.-source capital losses, even though such holder is not
considered a resident of the United States. If a Non-U.S. Holder is described in the
second bullet point above, it will be subject to tax on the net
gain derived from the sale, exchange, retirement, or other
disposition in the same general manner as if the Non-U.S. Holder were a U.S. Holder,
unless an applicable income tax treaty provides otherwise. In
addition, if a Non-U.S.
Holder is a foreign corporation that falls under the second bullet
point above, it may be subject to an additional “branch profits”
tax at a rate of 30% (or a lower treaty rate).
Medicare Tax on Unearned Income
Certain U.S. beneficiaries of Non-U.S. holders that are estates or
trusts are subject to an additional 3.8% Medicare tax on
distributions of “net investment income,” which includes, among
other things, interest on and gains from the sale or other
disposition of notes. Such persons should consult their tax
advisors regarding the 3.8% Medicare tax.
Treatment of Notes for U.S. Federal Estate Tax
Purposes
A note held, or treated as held, by an individual who is a
Non-U.S. Holder at the
time of his or her death will not be subject to U.S. federal
estate tax, provided the Non-U.S. Holder does not at the
time of death actually or constructively own 10% or more of the
combined voting power of all classes of our stock and payments of
interest on such notes would not have been considered
U.S. trade or business income.
U.S. Information Reporting Requirements and Backup
Withholding Applicable to U.S. Holders and Non-U.S. Holders
Information reporting requirements generally will apply to payments
to a U.S. Holder of interest and principal on, and proceeds
received from the sale, exchange, retirement, or other taxable
disposition of, a note, unless the holder is an exempt recipient.
In addition, backup withholding may apply to such payments or
proceeds if the U.S. Holder (that is not an exempt recipient)
fails to furnish the payor with a correct taxpayer identification
number or other required certification, has been notified by the
IRS that it is subject to backup withholding for failing to report
interest or dividends required to be shown on the holder’s federal
income tax returns, or otherwise fails to comply with applicable
requirements of the backup withholding rules.
In general, a Non-U.S. Holder will not be
subject to backup withholding with respect to interest or principal
payments on the notes if such holder certifies under penalties of
perjury that it is not a U.S. person and the payor does not
have actual knowledge or reason to know that such holder is a
U.S. person. However, information reporting may apply with
respect to interest or principal payments.
In addition, a Non-U.S. Holder will not be
subject to backup withholding with respect to the proceeds of the
sale, exchange, retirement, or other taxable disposition of a note
made within the United States or conducted through certain United
States financial intermediaries if such holder certifies under
penalties of perjury that it is not a U.S. person and the
payor does not have actual knowledge or reason to know that such
holder is a U.S. person or such holder otherwise establishes
an exemption. Payment of such proceeds generally will not be
subject to information reporting if the Non-U.S. Holder certifies as to
its non-U.S. status or otherwise establishes an exemption.
Non-U.S. Holders
should consult their tax advisors regarding the application of
information reporting and backup withholding in their particular
situations, the availability of exemptions and the procedure for
obtaining such exemptions, if available.
Backup withholding is not an additional tax and may be refunded or
credited against the holder’s U.S. federal income tax
liability, provided that certain required information is timely
furnished to the IRS. The
S-18
information reporting requirements may apply regardless of whether
withholding is required. Copies of the information returns
reporting such interest and withholding may be made available to
the tax authorities in foreign countries under the provisions of a
tax treaty or agreement.
Foreign Account Tax Compliance Act (FATCA)
Pursuant to sections 1471 through 1474 of the Code, commonly
known as the Foreign Account Tax Compliance Act (“FATCA”), a 30%
withholding tax (“FATCA withholding”) may be imposed on certain
payments to a holder or to certain foreign financial institutions,
investment funds and other non-U.S. persons receiving payments on
a holder’s behalf if the holder or such persons fail to comply with
certain information reporting requirements. Payments of interest
that a holder receives in respect of the notes could be affected by
this withholding if the holder is subject to the FATCA information
reporting requirements and fails to comply with them or if the
holder holds notes through a non-U.S. person (e.g., a foreign bank
or broker) that fails to comply with these requirements (even if
payments to the holder would not otherwise have been subject to
FATCA withholding). These requirements may be modified by the
adoption or implementation of an intergovernmental agreement
between the United States and another country or by future U.S.
Treasury Regulations. Documentation that a holder provides in order
to be treated as FATCA compliant may be reported to the IRS and
other tax authorities. Holders should consult their own tax
advisors regarding the relevant U.S. law and other official
guidance on FATCA withholding.
Depending on their circumstances, certain holders may be entitled
to a refund or credit in respect of some or all of this
withholding. However, even if a holder is entitled to have any such
withholding refunded, the required procedures could be cumbersome
and significantly delay the holder’s receipt of any amounts
withheld.
S-19
UNDERWRITING
We and the underwriters named below have entered into an
underwriting agreement with respect to the notes. Subject to
certain conditions, each underwriter has severally agreed to
purchase the principal amount of notes indicated in the following
table.
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Underwriters
|
|
Principal amount
of 2030 notes |
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|
Principal amount
of 2050 notes |
|
Mizuho Securities USA LLC
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|
$ |
82,000,000 |
|
|
$ |
153,750,000 |
|
Morgan Stanley & Co. LLC
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|
$ |
82,000,000 |
|
|
$ |
153,750,000 |
|
BofA Securities, Inc.
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|
$ |
36,000,000 |
|
|
$ |
67,500,000 |
|
Citigroup Global Markets Inc.
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|
$ |
36,000,000 |
|
|
$ |
67,500,000 |
|
Credit Agricole Securities (USA) Inc.
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|
$ |
36,000,000 |
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|
$ |
67,500,000 |
|
J.P. Morgan Securities LLC
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$ |
36,000,000 |
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$ |
67,500,000 |
|
Goldman Sachs & Co. LLC
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$ |
12,000,000 |
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$ |
22,500,000 |
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SMBC Nikko Securities America, Inc.
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$ |
12,000,000 |
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|
$ |
22,500,000 |
|
TD Securities (USA) LLC
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|
$ |
12,000,000 |
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$ |
22,500,000 |
|
U.S. Bancorp Investments, Inc.
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|
$ |
12,000,000 |
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|
$ |
22,500,000 |
|
ANZ Securities, Inc.
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|
$ |
6,000,000 |
|
|
$ |
11,250,000 |
|
Barclays Capital Inc.
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|
$ |
6,000,000 |
|
|
$ |
11,250,000 |
|
Lloyds Securities Inc.
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|
$ |
6,000,000 |
|
|
$ |
11,250,000 |
|
RBC Capital Markets, LLC
|
|
$ |
6,000,000 |
|
|
$ |
11,250,000 |
|
UniCredit Capital Markets LLC
|
|
$ |
6,000,000 |
|
|
$ |
11,250,000 |
|
Wells Fargo Securities, LLC
|
|
$ |
6,000,000 |
|
|
$ |
11,250,000 |
|
Academy Securities, Inc.
|
|
$ |
1,000,000 |
|
|
$ |
1,875,000 |
|
Blaylock Van, LLC
|
|
$ |
1,000,000 |
|
|
$ |
1,875,000 |
|
C.L. King & Associates, Inc.
|
|
$ |
1,000,000 |
|
|
$ |
1,875,000 |
|
Drexel Hamilton, LLC
|
|
$ |
1,000,000 |
|
|
$ |
1,875,000 |
|
Mischler Financial Group, Inc.
|
|
$ |
1,000,000 |
|
|
$ |
1,875,000 |
|
Penserra Securities LLC
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|
$ |
1,000,000 |
|
|
$ |
1,875,000 |
|
R. Seelaus & Co., LLC
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|
$ |
1,000,000 |
|
|
$ |
1,875,000 |
|
Siebert Williams Shank & Co., LLC
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|
$ |
1,000,000 |
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|
$ |
1,875,000 |
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|
|
|
|
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|
|
|
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Total
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|
$ |
400,000,000 |
|
|
$ |
750,000,000 |
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|
|
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|
|
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The underwriters are committed to take and pay for all of the notes
being offered, if any are taken.
Notes sold by the underwriters to the public initially will be
offered at the initial public offering price for the series of
notes set forth on the cover of this prospectus supplement. Any
notes sold by the underwriters to securities dealers may be sold at
a discount from the initial public offering price of up to 0.20% of
the principal amount of 2030 notes and 0.50% of the principal
amount of 2050 notes. Any such securities dealers may resell any
notes purchased from the underwriters to certain other brokers or
dealers at a discount from the initial public offering price of up
to 0.15% of the principal amount of 2030 notes and 0.25% of the
principal amount of 2050 notes. If all the notes are not sold at
their initial offering price, the underwriters may change the
offering prices and the other selling terms. The offering of the
notes by the underwriters is subject to receipt and acceptance and
subject to the underwriters’ right to reject any order in whole or
in part.
The notes are new issues of securities with no established trading
market. We have been advised by the underwriters that the
underwriters intend to make markets in the notes but are not
obligated to do so and may discontinue market making at any time
without notice. No assurance can be given as to the liquidity of
the trading market for the notes.
In connection with the offering, the underwriters may purchase and
sell notes in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions
created by short
S-20
sales. Short sales involve the sale by the underwriters of a
greater number of notes than they are required to purchase in the
offering. Stabilizing transactions consist of certain bids or
purchases made for the purpose of preventing or retarding a decline
in the market prices of the notes while the offering is in
progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the representatives
have repurchased notes sold by or for the account of such
underwriter in stabilizing or short covering transactions.
These activities by the underwriters, as well as other purchases by
the underwriters for their own accounts, may stabilize, maintain or
otherwise affect the market price of the notes. As a result, the
price of the notes may be higher than the price that otherwise
might exist in the open market. If these activities are commenced,
they may be discontinued by the underwriters at any time. These
transactions may be effected in the over-the-counter market or
otherwise.
We estimate that our share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be
approximately $2,630,000.
We have agreed to indemnify the several underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended (the “Securities Act”).
The underwriters and their affiliates are full service financial
institutions engaged in various activities, which may include sales
and trading, commercial and investment banking, advisory,
investment management, investment research, principal investment,
hedging, market making, brokerage and other financial and
non-financial activities
and services. Certain of the underwriters and their respective
affiliates have provided, and may in the future provide, a variety
of these services for us, for which they received or will receive
customary fees and expenses. In particular, affiliates of Mizuho
Securities USA LLC and Morgan Stanley & Co. LLC act as lenders
under our five-year revolving credit facility. An affiliate of
Mizuho Securities USA LLC acts as a joint lead arranger, bookrunner
and documentation agent under our five year revolving credit
facility. An affiliate of BofA Securities, Inc. acts as a lender
and administrative agent under our five-year revolving credit
facility. An affiliate of Citigroup Global Markets Inc. acts as a
lender, documentation agent and arranger under our five-year
revolving credit facility. An affiliate of Credit Agricole
Securities (USA) Inc. acts as a lender and documentation agent
under our five-year revolving credit facility. An affiliate of J.P.
Morgan Securities LLC acts as a syndication agent, lender and
arranger under our five-year revolving credit facility. An
affiliate of U.S. Bancorp Investments, Inc. acts as lender under
our five-year revolving credit facility. An affiliate of SMBC Nikko
Securities America, Inc. acts as a lender under our five-year
revolving credit facility. An affiliate of TD Securities (USA) LLC
acts as a lender under our five-year revolving credit facility. An
affiliate of Goldman Sachs & Co. LLC acts as a lender under our
five-year revolving credit facility. An affiliate of Barclays
Capital Inc. acts as a lender under our five-year revolving credit
facility. An affiliate of RBC Capital Markets, LLC acts as a lender
under our five-year revolving credit facility. An affiliate of
Wells Fargo Securities, LLC acts as a lender under our five-year
revolving credit facility. An affiliate of Lloyds Securities Inc.
acts as a lender under our five-year revolving credit facility. An
affiliate of UniCredit Capital Markets LLC acts as a lender under
our five-year revolving credit facility. An affiliate of Morgan
Stanley & Co. LLC acts as plan administrator of our equity
incentive plans. An affiliate of U.S. Bancorp Investments, Inc.
acts as the trustee under the Indenture governing the notes. In
addition, certain underwriters and/or their affiliates may hold
positions in the 2020 notes and the 2021 notes, a portion of which
may be repaid with the net proceeds of this offering, and
accordingly, may receive a portion of the net proceeds of the
offering in connection with the possible redemption or repayment of
the 2020 notes and the 2021 notes.
In the ordinary course of their various business activities, the
underwriters and their respective affiliates, officers, directors
and employees may purchase, sell or hold a broad array of
investments and actively trade securities, derivatives, loans,
commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their
customers, and such investment and trading activities may
involve
S-21
or relate to our assets, securities or instruments (directly, as
collateral securing other obligations or otherwise) or persons or
entities with relationships with us. If any of the underwriters or
their affiliates has a lending relationship with us, certain of
those underwriters or their affiliates routinely hedge, or may
hedge, their credit exposure to us consistent with their customary
risk management policies. Typically, such underwriters and their
affiliates would hedge such exposure by entering into transactions
which consist of either the purchase of credit default swaps or the
creation of short positions in our securities, including
potentially the notes. Any such credit default swaps or short
positions could adversely affect future trading prices of the
notes. The underwriters and their respective affiliates may also
communicate independent investment recommendations, market color or
trading ideas, or publish or express independent research views in
respect of such assets, securities or instruments, and may at any
time hold, or recommend to clients that they should acquire, long
or short positions in such assets, securities and instruments.
We expect that delivery of the notes will be made to investors on
or about May 20, 2020, which will be the third business day
following the date of the pricing of the notes (such settlement
being referred to as “T+3”). Under Rule 15c6-1 under the Exchange Act, trades
in the secondary market are required to settle in two business
days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on the
date of this prospectus supplement will be required, by virtue of
the fact that the notes initially settle in T+3, 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 prior to their date of delivery hereunder should
consult their advisors.
Selling Restrictions
European Economic Area and United Kingdom
The notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“EEA”) or the United Kingdom (“UK”). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); or (ii) a customer within
the meaning of Directive 2016/97/EU (as amended), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) a person
that is not a qualified investor as defined in Regulation
2017/1129/EU (as amended, the “Prospectus Regulation”).
Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for
offering or selling the notes or otherwise making them available to
retail investors in the EEA or the UK has been prepared and
therefore offering or selling the notes or otherwise making them
available to any retail investor in the EEA or the UK may be
unlawful under the PRIIPs Regulation. This prospectus supplement
and the accompanying prospectus have been prepared on the basis
that any offer of notes in any Member State of the EEA or the UK
will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to publish a prospectus for offers
of notes. This prospectus supplement and the accompanying
prospectus are not a prospectus for the purposes of the Prospectus
Regulation.
United Kingdom
Each underwriter has represented and agreed that:
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(a) |
it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an invitation
or inducement to engage in investment activity (within the meaning
of Section 21 of the Financial Services and Markets Act 2000
(the “FSMA”) of the UK) received by it in connection with the issue
or sale of the notes in circumstances in which Section 21(1)
of the FSMA does not apply to us; and
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(b) |
it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the notes in, from or otherwise involving the UK.
|
S-22
Hong Kong
The notes may not be offered or sold by means of any document other
than: (i) in circumstances which do not constitute an offer to
the public within the meaning of the Companies Ordinance (Cap. 32,
Laws of Hong Kong), or (ii) to “professional investors” within
the meaning of the Securities and Futures Ordinance (Cap. 571, Laws
of Hong Kong) and any rules made thereunder, or (iii) in other
circumstances that do not result in the document being a
“prospectus” within the meaning of the Companies Ordinance (Cap.
32, Laws of Hong Kong), and no advertisement, invitation or
document relating to the notes may be issued or may be in the
possession of any person for the purpose of issue (in each case
whether in Hong Kong or elsewhere), which is directed at, or the
contents of which are likely to be accessed or read by, the public
in Hong Kong (except if permitted to do so under the laws of Hong
Kong) other than with respect to notes that are or are intended to
be disposed of only to persons outside Hong Kong or only to
“professional investors” within the meaning of the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder.
Japan
The notes have not been and will not be registered under the
Financial Instruments and Exchange Law of Japan (the “Financial
Instruments and Exchange Law”) and each underwriter has agreed that
it will not offer or sell any notes, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan (which
term as used herein means any person resident in Japan, including
any corporation or other entity organized under the laws of Japan),
or to others for re-offering or resale, directly or
indirectly, in Japan or to a resident of Japan, except pursuant to
an exemption from the registration requirements of, and otherwise
in compliance with, the Financial Instruments and Exchange Law and
any other applicable laws, regulations and ministerial guidelines
of Japan.
Singapore
This prospectus supplement and the accompanying prospectus have not
been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this prospectus supplement, the
accompanying prospectus and any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the notes may not be circulated or distributed, nor
may the notes be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than: (i) to an
institutional investor under Section 274 of the Securities and
Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a
relevant person, or any person pursuant to Section 275(1A) of
the SFA, and in accordance with the conditions, specified in
Section 275 of the SFA, or (iii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable
provision of the SFA.
Where the notes are subscribed or purchased under Section 275
of the SFA by a relevant person that is:
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(a) |
a corporation (which is not an accredited investor (as
defined in the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor; or
|
|
(b) |
a trust (where the trustee is not an accredited
investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an accredited investor,
|
shares, debentures and units of shares and debentures of that
corporation or the beneficiaries’ rights and interest in that trust
shall not be transferable for six months after that corporation or
that trust has acquired the notes under Section 275 of the SFA
except: (1) to an institutional investor under
Section 274 of the SFA or to a relevant person, or any person
pursuant to Section 275(1A) of the SFA, and in accordance with
the conditions, specified in Section 275 of the SFA;
(2) where no consideration is given for the transfer; or
(3) by operation of law.
S-23
Singapore Securities and Futures Act Product
Classification
Solely for the purposes of its obligations pursuant to Sections
309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and
hereby notify all relevant persons (as defined in Section 309A
of the SFA) that the notes are “prescribed capital markets
products” (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Canada
The notes may be sold only to purchasers purchasing, or deemed to
be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are
permitted clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the
notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this prospectus supplement (including any amendment
thereto) contains a misrepresentation, provided that the remedies
for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the
purchaser’s province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the
purchaser’s province or territory for particulars of these rights
or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI
33-105), the underwriters
are not required to comply with the disclosure requirements of NI
33-105 regarding
underwriter conflicts of interest in connection with this
offering.
S-24
VALIDITY OF THE NOTES
The validity of the notes offered hereby will be passed upon for us
by Hogan Lovells US LLP, Baltimore, Maryland. Davis Polk &
Wardwell LLP, New York, New York, will act as counsel for the
underwriters.
EXPERTS
The consolidated financial statements of Lockheed Martin
Corporation appearing in Lockheed Martin Corporation’s Annual
Report on Form 10-K for the year ended
December 31, 2019, and the effectiveness of Lockheed Martin
Corporation’s internal control over financial reporting as of
December 31, 2019 have been audited by Ernst & Young
LLP, independent registered public accounting firm, as set forth in
its reports thereon, which are included in our Annual Report
on Form 10-K for
the year ended December 31, 2019 and incorporated herein by
reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.
With respect to the unaudited consolidated interim financial
information of Lockheed Martin Corporation for the three-month
periods ended March 29, 2020 and March 31, 2019,
incorporated by reference in this prospectus, Ernst &
Young LLP reported that they have applied limited procedures in
accordance with professional standards for a review of such
information. However, their separate report dated April 22,
2020, included in Lockheed Martin Corporation’s Quarterly Report
on Form 10-Q for
the quarter ended March 29, 2020, and incorporated by
reference herein, states that they did not audit and they do not
express an opinion on such interim financial information.
Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of
the review procedures applied. Ernst & Young LLP is not
subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim financial
information because that report is not a “report” or a “part” of
the Registration Statement prepared or certified by
Ernst & Young LLP within the meaning of Sections 7 and 11
of the Securities Act.
S-25
INCORPORATION BY
REFERENCE
The SEC allows us to “incorporate by reference” into this
prospectus supplement certain information we file with the SEC,
which means that we may disclose important information by referring
you to another document that contains the information. The
information incorporated by reference is considered to be a part of
this prospectus supplement, and certain information we file later
with the SEC automatically will update and, to the extent
inconsistent, supersede the information filed earlier. We
incorporate by reference into this prospectus supplement the
documents listed below (and any amendments to these documents) and
any future filings we make with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act, until the offering of the
notes covered by this prospectus supplement is completed; provided,
however, that we are not incorporating by reference any documents
or information, including parts of documents that we file with the
SEC, that are deemed to be furnished and not filed with the
SEC.
The following documents filed with the SEC are incorporated herein
by reference:
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our Annual Report on
Form 10-K for the
year ended December 31, 2019, including the portions of
our Proxy
Statement filed with the SEC on March 11, 2020, and
any amendments or supplements thereto, incorporated by reference in
our Annual Report on Form 10-K for the year ended
December 31, 2019;
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our Quarterly Report on
Form 10-Q for the
quarter ended March 29, 2020; and
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You may obtain copies of the documents we incorporate by reference
by contacting us at the address indicated below or by contacting
the SEC as described in the accompanying prospectus under “Where to
Find Additional Information.” We will provide without charge upon
written or oral request, a copy of any and all of the documents
that have been or may be incorporated by reference, except that
exhibits to such documents will not be provided unless they are
specifically incorporated by reference into such documents.
Requests for copies of these documents should be directed to:
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Attention: Corporate Secretary
Telephone: (301) 897-6000
S-26
PROSPECTUS

Lockheed Martin Corporation
Debt Securities
We may from time to time offer our Debt Securities for sale on
terms and at prices determined at the time the Debt Securities are
offered for sale. The terms and prices will be described in more
detail in one or more supplements to this prospectus. Before
investing, you should carefully read this prospectus and any
related prospectus supplement or free writing prospectus.
Prospectus supplements or free writing prospectuses may also add,
update or change information contained in this prospectus.
We may offer and sell these securities to or through agents,
underwriters, dealers or directly to purchasers. The names of any
agents, underwriters or dealers and the terms of the arrangements
with such entities will be stated in the applicable prospectus
supplement.
Our principal executive offices are located at 6801 Rockledge
Drive, Bethesda, Maryland 20817, and our telephone number at that
address is (301) 897-6000.
Investing in these securities involves risks. See “Risk Factors” on page 2 of
this prospectus or in any accompanying prospectus supplement or
document incorporated by reference.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is April 24,
2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission (the “SEC”) utilizing a
“shelf” registration process. Using this process, we may offer and
sell Debt Securities in one or more offerings from time to
time.
We have not authorized anyone to give any information or to make
any representations concerning the Debt Securities we may offer
except those which are in this prospectus, any prospectus
supplement that is delivered with this prospectus, any related free
writing prospectus that we authorize, or any documents incorporated
by reference into this prospectus. We take no responsibility for,
and can provide no assurance as to the reliability of, any other
information or representations that others may give or make to you.
This prospectus is not an offer to sell or a solicitation of an
offer to buy any securities other than the Debt Securities that are
referred to in the prospectus supplement. This prospectus is not an
offer to sell or a solicitation of an offer to buy Debt Securities
in any circumstances in which the offer or solicitation is
unlawful. You should not interpret the delivery of this prospectus,
or any offer or sale of Debt Securities, as an indication that
there has been no change in our affairs since the date of this
prospectus.
Neither this prospectus, any accompanying prospectus supplement nor
any free writing prospectus that we have authorized contain all of
the information included in the registration statement. We have
omitted parts of the registration statement as permitted by the
SEC’s rules and regulations. For further information, we refer you
to the registration statement on Form S-3 we filed with the SEC on
April 24, 2020 to register Debt Securities, which can be found
on the SEC’s website at http://www.sec.gov. See “Where To Find
Additional Information” and “Incorporation of Certain Information
by Reference” for more information. The registration statement also
includes exhibits. Statements contained in this prospectus, any
prospectus supplement and any free writing prospectus that we have
authorized, or that are incorporated by reference into this
prospectus or a prospectus supplement, about the provisions or
contents of any agreement or other document are not necessarily
complete. If SEC rules and regulations require that any agreement
or document be filed as an exhibit to the registration statement
and we file the agreement or document, you should refer to that
agreement or document for a complete description of these
matters.
This prospectus provides you with a general description of the Debt
Securities we may offer. Each time we sell Debt Securities, we will
provide a prospectus supplement or free writing prospectus that
will contain specific information about the terms of that offering
and the securities being offered at that time. The prospectus
supplement or free writing prospectus also may add, update or
change information contained in this prospectus, and any statement
in this prospectus will be modified or superseded by any
inconsistent statement in a prospectus supplement or free writing
prospectus. You should read both this prospectus and any prospectus
supplement or free writing prospectus together with the additional
information described under the headings “Where To Find Additional
Information” and “Incorporation of Certain Information by
Reference.”
As used in this prospectus, unless otherwise indicated, “Lockheed
Martin,” “the company,” “we,” “our,” and “us” are used
interchangeably to refer to Lockheed Martin Corporation or to
Lockheed Martin Corporation and its consolidated subsidiaries, as
appropriate to the context.
OUR COMPANY
We are a global security and aerospace company principally engaged
in the research, design, development, manufacture, integration and
sustainment of advanced technology systems, products and services.
We also provide a broad range of management, engineering,
technical, scientific, logistics, system integration and
cybersecurity services. We serve both U.S. and international
customers with products and services that have defense, civil and
commercial applications, with our principal customers being
agencies of the U.S. Government.
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We are a Maryland corporation formed in March 1995 by combining the
businesses of Lockheed Corporation and Martin Marietta Corporation.
Our principal executive offices are located at 6801 Rockledge
Drive, Bethesda, Maryland 20817. Our telephone number is (301)
897-6000 and our website
address is www.lockheedmartin.com. We make our website content
available for information purposes only. It should not be relied
upon for investment purposes and is not incorporated by reference
into this prospectus and does not constitute a part of this
prospectus.
RISK FACTORS
An investment in our Debt Securities involves risks. We urge you to
consider carefully the risks described in the documents
incorporated by reference in this prospectus and, if applicable, in
any prospectus supplement used in connection with an offering of
Debt Securities, before making an investment decision, including
those risks identified under “Part I, Item 1A. Risk Factors” in our
Annual Report on Form 10-K
for the year ended December 31, 2019 and “Part II, Item 1A.
Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended
March 29, 2020, which are incorporated by reference in this
prospectus and which may be amended, supplemented or superseded
from time to time by other reports that we subsequently file with
the SEC. Additional risks, including those that relate to any
particular Debt Securities we offer, may be included in a
prospectus supplement or free writing prospectus that we authorize
from time to time, or that are incorporated by reference into this
prospectus or a prospectus supplement.
Our business, financial condition, results of operations and cash
flows could be materially adversely affected by any of these risks.
The market or trading price of our Debt Securities could decline
due to any of these risks. Additional risks not presently known to
us or that we currently deem immaterial also may impair our
business and operations or cause the price of our Debt Securities
to decline.
FORWARD-LOOKING
STATEMENTS
This prospectus and the documents incorporated herein by reference
contain statements that, to the extent they are not recitations of
historical fact, constitute forward-looking statements within the
meaning of the federal securities laws and are based on our current
expectations and assumptions. The words “believe,” “estimate,”
“anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,”
“scheduled,” “forecast” and similar expressions are intended to
identify forward-looking statements. These statements are not
guarantees of future performance and are subject to risks and
uncertainties. Numerous factors could cause our actual results to
differ materially from those expressed in our forward-looking
statements.
For a discussion identifying important factors that could cause
actual results to differ materially from those anticipated in the
forward-looking statements, see our filings with the SEC,
including, but not limited to, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and
“Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2019, our Quarterly Report on Form 10-Q for the quarter ended
March 29, 2020 and in any subsequently filed documents
incorporated into this prospectus by reference.
Except where required by applicable law, we expressly disclaim a
duty to provide updates to forward-looking statements after the
date of this prospectus to reflect subsequent events, changed
circumstances, changes in expectations or the estimates and
assumptions associated with them. You should review any additional
disclosures we make regarding forward-looking information in our
Forms 10-K, 10-Q and 8-K filed with the SEC, which are
incorporated into this prospectus by reference. The forward-looking
statements in this prospectus are intended to be subject to the
safe harbor protection provided by the federal securities laws.
2
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this
prospectus certain information we file with the SEC, which means
that we may disclose important information by referring you to
another document that contains the information. The information
incorporated by reference is considered to be a part of this
prospectus, and certain information we file later with the SEC
automatically will update and, to the extent inconsistent,
supersede the information filed earlier. We incorporate by
reference into this prospectus the documents listed below (and any
amendments to these documents) and any future filings we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until the offering of the Debt
Securities covered by this prospectus is completed; provided,
however, that we are not incorporating by reference any documents
or information, including parts of documents that we file with the
SEC, that are deemed to be furnished and not filed in accordance
with SEC rules.
The following documents filed with the SEC are incorporated herein
by reference:
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our Annual Report on
Form 10-K for the year
ended December 31, 2019, including the portions of our
Proxy Statement filed with the SEC on March 11, 2020, and
any amendments or supplements thereto, incorporated by reference in
our Annual Report on Form 10-K for the year ended
December 31, 2019;
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our Quarterly Report on
Form 10-Q for the
quarter ended March 29, 2020; and
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You may obtain copies of the documents we incorporate by reference
by contacting us at the address indicated below or through the SEC
as described below under “Where to Find Additional Information.” We
will provide without charge upon written or oral request, a copy of
any and all of the documents that have been or may be incorporated
by reference, except that exhibits to such documents will not be
provided unless they are specifically incorporated by reference
into such documents. Requests for copies of these documents should
be directed to:
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Attention: Corporate Secretary
Telephone: (301) 897-6000
WHERE TO FIND ADDITIONAL
INFORMATION
We file annual, quarterly, and current reports, proxy statements,
and other information with the SEC. The SEC maintains an Internet
site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with
the SEC. Our SEC filings are available to you on the SEC’s website
at http://www.sec.gov. Our SEC filings also are available free of
charge from our website at http://www.lockheedmartin.com.
Information contained on our website or any other website is not
incorporated into this prospectus and does not constitute a part of
this prospectus.
USE OF PROCEEDS
Except as may be described otherwise in a prospectus supplement, we
expect to use the net proceeds from the sale of the Debt Securities
under this prospectus for general corporate purposes. These
purposes may include the repayment of indebtedness, future
acquisitions, capital expenditures, dividends, stock repurchases,
working
3
capital, funding our employee benefits, including pension plans,
and any other corporate purpose. Until we apply the net proceeds
for specific purposes, we may invest the net proceeds in cash
equivalents or short-term investments.
DESCRIPTION OF DEBT
SECURITIES
The following is a general description of the Debt Securities that
may be issued from time to time by us under this prospectus. The
particular terms relating to each Debt Security will be set forth
in a prospectus supplement. In the description of the Debt
Securities that follows, “we,” “us,” and “our” refer only to
Lockheed Martin Corporation and not to any of its subsidiaries.
General
We may issue from time to time one or more series of Debt
Securities under an indenture between us and U.S. Bank National
Association, as trustee. The indenture does not limit the amount of
Debt Securities that we may issue.
The Debt Securities will be our direct, unsecured and
unsubordinated obligations, and may be issued either separately or
together with, or upon the conversion of, or in exchange for, other
securities.
The following description does not purport to be complete, is only
a summary of the material provisions of the indenture for the Debt
Securities and is qualified in its entirety by reference to the
indenture, a copy of which is filed as an exhibit to the
registration statement of which this prospectus is a part. We urge
you to read the indenture because it, and not this description,
defines your rights as a holder of the Debt Securities. The summary
below of the general terms of the Debt Securities will be
supplemented by the more specific terms in the prospectus
supplement for a particular series of Debt Securities.
Terms
The indenture provides for the issuance of Debt Securities in one
or more series. A prospectus supplement relating to a series of
Debt Securities will include specific terms relating to that
offering. These terms will include some or all of the
following:
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the title of the Debt Securities;
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any limit on the total principal amount of the Debt Securities;
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the price or prices at which we will sell the Debt Securities;
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the maturity date or dates of the Debt Securities;
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the rate or rates, which may be fixed or variable, at which the
Debt Securities will bear interest and the date from which such
interest will accrue;
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the dates on which interest will be payable and the related record
dates;
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whether any index, formula or other method will be used to
determine payments of principal or interest and the manner of
determining the amount of such payments;
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the place or places where principal and interest payments on the
Debt Securities will be payable;
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whether the Debt Securities are redeemable;
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any redemption dates, prices, obligations and restrictions on the
Debt Securities;
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any mandatory or optional sinking fund or purchase fund or
analogous provisions;
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the denominations in which the Debt Securities will be issued, if
other than $1,000 or multiples of $1,000;
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the currency in which principal and interest will be paid, if other
than U.S. dollars;
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any provisions granting special rights upon the occurrence of
specified events;
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any deletions from, changes in or additions to the events of
default or the covenants specified in the indenture;
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any trustees, authenticating or paying agents, transfer agents,
registrars or other agents for the Debt Securities if other than
U.S. Bank National Association;
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any conversion or exchange features of the Debt Securities;
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whether we will issue the Debt Securities as original issue
discount securities for federal income tax purposes;
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any special tax implications of the Debt Securities;
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the terms of payment upon acceleration; and
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any other material terms of the Debt Securities.
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We may issue Debt Securities that are convertible into or
exchangeable for our common stock or other securities of Lockheed
Martin or another company. We may also continuously offer Debt
Securities in a medium term note program. If we issue these types
of Debt Securities, we will provide additional information in a
prospectus supplement.
We may sell Debt Securities at a discount below their stated
principal amount, bearing no interest or interest at a rate that,
at the time of issuance, is different than market rates. When we
refer to the principal and interest on Debt Securities, we also
mean the payment of any additional amounts that we are required to
pay under the indenture or the Debt Securities, including amounts
for certain taxes, assessments or other governmental charges
imposed on holders of Debt Securities.
Denomination, Form, Payment and Transfer
In general, we will denominate and make payments on Debt Securities
in U.S. dollars. If we issue Debt Securities denominated, or with
payments, in a foreign or composite currency, a prospectus
supplement will specify the currency or composite currency.
We may from time to time issue Debt Securities as registered
securities. This means that holders will be entitled to receive
certificates representing the Debt Securities registered in their
name. You can transfer or exchange Debt Securities in registered
form upon reimbursement of any taxes or government charges. This
transfer or exchange can be made at the trustee’s corporate trust
office or at any other office maintained by us for such purposes.
We may charge a reasonable fee in connection with certain transfers
and exchanges. If the Debt Securities are in registered form, we
can pay interest by check mailed to the person in whose name the
Debt Securities are registered on the days specified in the
indenture.
As a general rule, however, we will issue Debt Securities in the
form of one or more global certificates that will be deposited with
The Depository Trust Company, New York, New York (“DTC”) and
registered in the name of Cede & Co., as nominee of DTC,
or such other name as may be requested by an authorized
representative of DTC. DTC will act as depository for the global
certificates.
Beneficial interests in global certificates will be shown on, and
transfer of beneficial interests will be effected only through,
records maintained by DTC and its participants. Therefore, if you
wish to own Debt
5
Securities that are represented by one or more global certificates,
you can do so only indirectly or “beneficially” through an account
with a broker, bank or other financial institution that has an
account with DTC (that is, a DTC participant) or through an account
directly with DTC if you are a DTC participant.
During the period of time the Debt Securities are represented by
one or more global certificates:
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you will not be able to have the Debt Securities registered in your
name;
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you will not be able to receive a physical certificate for the Debt
Securities;
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DTC will credit interest and principal payments from us to the
accounts of your broker, bank or other financial institution
according to their beneficial ownership as reflected in DTC’s
records;
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our obligations, as well as the obligations of the trustee and any
of our agents, under the Debt Securities will run only to DTC as
the registered owner of the Debt Securities. For example, once we
make payment to DTC, we will have no further responsibility for the
payment even if DTC or your broker, bank or other financial
institution fails to pass it on so that you receive it;
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your rights under the Debt Securities relating to payments,
transfer, exchanges and other matters will be governed by
applicable law and by the contractual arrangements between you and
your broker, bank or other financial institution, and the
contractual arrangements you have or your broker, bank or financial
institution has with DTC. Neither we nor the trustee will have any
responsibility for the actions of DTC or your broker, bank or
financial institution;
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you may not be able to sell your interests in the Debt Securities
to some insurance companies and others who are required by law to
own their Debt Securities in the form of physical certificates;
and
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because the Debt Securities will trade in DTC’s Same-Day Funds Settlement System, when
you buy or sell interests in the Debt Securities, payment for them
will have to be made in immediately available funds. This could
affect the attractiveness of the Debt Securities to others.
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We, the trustee, and the paying agent have no responsibility or
liability for the records relating to beneficial ownership
interests in the global certificates or for the payments of
principal and interest for the accounts of beneficial holders of
interests in the global certificates. A global certificate
generally can be transferred only as a whole, unless it is being
transferred to certain nominees of DTC or it is exchanged in whole
or in part for Debt Securities in physical form in accordance with
the indenture. A series of Debt Securities represented by global
certificates will be exchangeable for Debt Securities in registered
form with the same terms in authorized denominations if:
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DTC notifies us that it is unwilling or unable to continue as
depositary or if DTC ceases to be a clearing agency registered
under applicable law and we do not appoint a successor depositary
within 90 days; or
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we decide not to require all of the Debt Securities of a series to
be represented by global certificates and notify the trustee of
that decision.
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Events of Default
Unless we indicate otherwise in a prospectus supplement, the
following are events of default under the indenture with respect to
each series of Debt Securities:
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failure to pay the principal or any premium on any Debt Security of
that series when due at maturity, upon redemption, or
otherwise;
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failure for 30 days to pay interest on any Debt Security of that
series when due;
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failure to comply with any other agreement relating to the Debt
Securities of that series or in the indenture that continues for 90
days after we have received written notice of such failure from the
trustee or the holders of at least 25% in aggregate principal
amount of the Debt Securities of the affected series; or
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certain events of bankruptcy, insolvency or reorganization.
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An event of default for one series of Debt Securities does not
necessarily constitute an event of default for any other series.
The trustee may withhold notice to the Debt Securities holders of
any default, except a payment default, if it determines in good
faith that such action is in the holders’ interests.
If an event of default occurs and continues, the trustee, or the
holders of at least 25% in aggregate principal amount of the Debt
Securities of the affected series, may declare the entire principal
of, and any premium or accrued interest on, all the Debt Securities
of that series to be due and payable immediately. Upon such
declaration, subject to certain conditions, the holders of a
majority of the aggregate principal amount of the Debt Securities
of that series, by notice to the trustee, may rescind an
acceleration of payment and its consequences.
The holders of a majority in principal amount of any series of Debt
Securities have the right to direct any proceeding, remedy or power
available to the trustee with respect to that series, subject to
certain limitations. The trustee may refuse to follow any direction
that conflicts with law or the indenture, is unduly prejudicial to
the rights of other holders of Debt Securities of the same series,
or would involve the trustee in personal liability. The trustee
also has no obligation to exercise any of its rights at the request
or direction of any of the holders, unless the holders have offered
the trustee a satisfactory indemnity against the costs, expenses
and liabilities that the trustee may incur in compliance with such
request or direction.
Conversion Rights
We will describe the terms upon which Debt Securities may be
convertible into our common stock or other securities of Lockheed
Martin or another company in a prospectus supplement. These terms
will include provisions as to whether conversion is mandatory or
optional. They also may include provisions adjusting the number of
shares of our common stock or such other securities of Lockheed
Martin or another company that are issuable upon any such
conversion.
Certain Covenants
Unless the applicable prospectus supplement specifies otherwise,
the Debt Securities will be subject to the restrictive covenants
described below. Any additional restrictive covenants applicable to
a particular series of Debt Securities that we offer will be
described in the applicable prospectus supplement. Under the
indenture, among other things, we agree to:
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promptly pay the principal, interest and any premium on the Debt
Securities on the dates and in the manner provided in the Debt
Securities;
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maintain a place of payment; and
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deliver to the trustee copies of our SEC reports within 15 days
after we file with the SEC and a compliance certificate within 120
days after the end of each fiscal year that certifies our
compliance with, or any defaults under, our covenants under the
indenture.
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The indenture restricts our ability and the ability of our
restricted subsidiaries, as defined below, to encumber assets that
are defined in the indenture as restricted property. If we, or any
restricted subsidiary, pledge, mortgage, or grant a security
interest or incur a lien on, any of our restricted property to
secure any debt, then we will, unless an exception applies, pledge,
mortgage, or grant a security interest or incur a lien on, the same
property to or for the benefit of the trustee to secure the Debt
Securities equally and ratably for as long as such debt is secured
by such property.
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This restriction will not apply in certain situations. Assets may
be encumbered if the encumbrance is a permitted lien, as defined
below, without regard to the amount of debt secured by the
encumbrance. Assets also may be encumbered if the sum of the
following does not exceed 10% of our consolidated net tangible
assets:
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the amount of debt secured by such assets; plus
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the total amount of other secured debt on restricted property,
excluding debt that is secured by a permitted lien and excluding
debt secured by a lien existing on the date of the indenture;
plus
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the total amount of attributable debt in respect of certain
sale-leaseback transactions.
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Permitted liens include:
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liens that equally and ratably secure the Debt Securities and the
debt;
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liens on a corporation’s property, stock or debt at the time it
becomes a restricted subsidiary;
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liens on property at the time we or a restricted subsidiary
acquires the property, provided that no such lien extends to any
other restricted property owned by us or a restricted subsidiary at
the time the property is acquired;
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liens securing payment of all or part of a property’s purchase
price upon the acquisition of such property or to secure debt
incurred or guaranteed prior to, at the time of or within one year
after the later of the property’s acquisition, completion of
construction (including any improvements on existing property) or
commencement of full operations of such property, for the purpose
of financing the purchase price or construction or improvements on
the property;
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liens securing debt owed by a restricted subsidiary to us or
another restricted subsidiary;
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liens on property of an entity at the time such entity is merged
into or consolidated with us or a restricted subsidiary or at the
time we or a restricted subsidiary acquire all or substantially all
of the assets of the entity;
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liens in favor of any customer to secure payments or performance
pursuant to any contract or statute, any related indebtedness or
debt guaranteed by a government or governmental authority;
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liens arising pursuant to any order of attachment, distraint or
similar legal process so long as the execution or other enforcement
is effectively stayed and the claims secured are being contested in
good faith by appropriate proceedings;
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materialmen’s, suppliers’, tax or similar liens arising in the
ordinary course of business for sums not overdue or which are being
contested in good faith by appropriate proceedings; and
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any renewal, extension or replacement for any lien permitted by one
of the exceptions described above or a lien existing on the date
that Debt Securities of a series are first issued, provided that
the renewal, extension or replacement is limited to all or any part
of the same property subject to the existing lien.
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Except in certain circumstances, the indenture also restricts our
ability and the abilities of our restricted subsidiaries to enter
into sale-leaseback transactions, as defined below. The indenture
will not otherwise limit our ability to incur additional debt,
unless we disclose such limitations in a prospectus supplement.
The following are summaries of definitions for certain terms used
in the covenants. For the full definition of these terms, you
should refer to the indenture filed as an exhibit to the
registration statement.
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“Attributable debt” for a lease means the carrying value of the
capitalized rental obligation determined under U.S. generally
accepted accounting principles.
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“Consolidated net tangible assets” means our total assets,
including the assets of our consolidated subsidiaries, less total
current liabilities, goodwill, patents and trademarks, all as
reflected in our most recent consolidated balance sheet at the time
a determination is being made.
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“Lien” means any mortgage, pledge, security interest or lien.
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“Principal property” means, with certain exceptions, any
manufacturing facility located in the United States and owned by us
or by one or more restricted subsidiaries and which has, as of the
date the lien is incurred, a net book value, after deduction of
depreciation and similar charges, greater than 3% of consolidated
net tangible assets, or any manufacturing facility or other
property declared to be a principal property by our chief executive
officer or chief financial officer by delivery of a certificate to
that effect to the trustee.
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“Restricted property” means, as to any particular series of Debt
Securities, any principal property, any debt of a restricted
subsidiary owned by us or one of our restricted subsidiaries on the
date Debt Securities of the series are first issued or secured by a
principal property, or any shares of our stock or the stock of a
restricted subsidiary owned by us or one of our restricted
subsidiaries.
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“Restricted subsidiary” means one of our subsidiaries that has
substantially all of its assets located in, or carries on
substantially all of its business in, the United States and that
owns a principal property, except that a subsidiary shall not be a
restricted subsidiary if its shares are registered with the SEC or
if it is required to file periodic reports with the SEC.
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“Sale-leaseback transaction” means, subject to certain exceptions,
an arrangement pursuant to which we, or a restricted subsidiary,
transfer a principal property to a person and contemporaneously
lease it back from that person.
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Consolidation, Merger or Sale
The indenture prohibits us from consolidating with or merging into
another corporation, or transferring all or substantially all of
our assets to another corporation unless:
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the resulting, surviving or transferee corporation assumes by
supplemental indenture all of our obligations under the Debt
Securities and the indenture;
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immediately after giving effect to the transaction, no event of
default and no circumstances which, after notice or lapse of time
or both, would become an event of default, shall have happened and
be continuing; and
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we have delivered to the trustee an officers’ certificate and a
legal opinion confirming that we have complied with the
indenture.
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If we enter into such a transaction and comply with these
provisions, our obligations under the Debt Securities and the
indenture will terminate.
Redemption, Sinking Fund, Discharge and Defeasance
If a series of Debt Securities may be redeemed or is subject to a
sinking fund, the prospectus supplement will describe those
terms.
The indenture permits us to satisfy and discharge our obligations
or defease certain of our obligations for any series of Debt
Securities at any time. We may discharge our obligations with
respect to a series of Debt Securities or defease certain of our
obligations with respect to a series of Debt Securities by
irrevocably depositing with the trustee cash or government
securities sufficient to pay all sums due on that series and by
delivering to the trustee an opinion of counsel to the effect that,
based on applicable U.S. federal income tax law or a ruling
published by the U.S. Internal Revenue Service, the discharge or
defeasance, as the case may be, will not be deemed, or result in, a
taxable event with respect to the holders of that series. Under
certain circumstances, upon deposit of such cash or government
securities and delivery of such opinion of counsel, our legal
obligation to pay principal, interest and any premium on that
series will be discharged. We can discharge or defease one series
of Debt Securities without discharging or defeasing any other
series.
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Amendments, Supplements and Waivers
Without notice to or consent of any holder of the Debt Securities,
we may amend or supplement the indenture to cure any ambiguity,
omission, defect or inconsistency or to clarify or make certain
other changes that would not materially adversely affect the rights
of any holder.
Without notice to any holder but with the written consent of
holders of not less than a majority in principal amount of the Debt
Securities of a particular series affected, we may amend or
supplement the indenture or the Debt Securities of such series.
Without notice to any holder, the holders of a majority in
principal amount of the Debt Securities of an affected series may
waive compliance by us with any provision of the indenture as it
applies to such series or any provision of the Debt Securities of
such series. However, without the consent of each holder affected
by a change, no amendment, supplement, or waiver may:
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reduce the amount of securities of any series required to consent
to a particular amendment, supplement, or waiver;
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reduce the interest rate or extend the interest payment date on any
Debt Securities;
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reduce the principal of or extend the fixed maturity date of any
Debt Securities;
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reduce the portion of the principal amount of a discounted security
payable upon acceleration; or
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make any Debt Securities payable in any currency or currency unit
other than the one stated in the security.
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We may enter into supplemental indentures for other specified
purposes and to make changes that would not materially adversely
affect your interests, including the creation of any new series of
Debt Securities, without the consent of any holder of Debt
Securities.
Trustee
U.S. Bank National Association serves as the trustee under the
indenture. If we use a different trustee for any series of debt
securities, the prospectus supplement will identify the trustee. We
conduct other banking transactions with U.S. Bank National
Association and its affiliates in the ordinary course of their
business.
Governing Law
The laws of the state of Maryland govern the indenture and the Debt
Securities.
PLAN OF DISTRIBUTION
We may sell Debt Securities to or through underwriters and also
directly to other purchasers or through agents.
The distribution of the Debt Securities offered under the
prospectus may occur from time to time in one or more transactions
at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may
receive compensation from us or from purchasers of Debt Securities
for whom they may act as agents in the form of discounts,
concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters, and/or
commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the
distribution
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of Debt Securities offered under this prospectus may be
“underwriters” as defined in the Securities Act of 1933, as amended
(the “Securities Act”). Any underwriters or agents will be
identified and their compensation (including underwriting discount)
will be described in the applicable prospectus supplement. The
prospectus supplement will also describe the other terms of the
offering, including any discounts or concessions allowed or
re-allowed or paid to
dealers and any securities exchanges on which the offered
securities may be listed.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain liabilities, including certain
liabilities under the Securities Act, or to contribute with respect
to payments that the underwriters, dealers or agents may be
required to make as a result of those liabilities.
If the applicable prospectus supplement indicates, we may authorize
dealers or agents to solicit offers by certain institutions to
purchase Debt Securities from us pursuant to contracts that provide
for payment and delivery on a future date. We must approve all
institutions, but they may include, among others:
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commercial and savings banks;
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investment companies; and
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educational and charitable institutions.
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An institutional purchaser’s obligation under the contract will be
subject to the condition that the purchase of the offered Debt
Securities at the time of delivery is allowed by the laws that
govern such purchaser. The dealers and the agents will not be
responsible for the validity or performance of the contracts.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement,
legal matters in connection with the Debt Securities will be passed
upon for us by Hogan Lovells US LLP, Baltimore, Maryland, and for
any underwriters or agents by counsel named in the applicable
prospectus supplement.
EXPERTS
The consolidated financial statements of Lockheed Martin
Corporation appearing in Lockheed Martin Corporation’s Annual
Report on Form 10-K for the
year ended December 31, 2019, and the effectiveness of
Lockheed Martin Corporation’s internal control over financial
reporting as of December 31, 2019 have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in its reports thereon, which are
included in our Annual Report on
Form 10-K for the year
ended December 31, 2019 and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by
reference in reliance upon such reports given on the authority of
such firm as experts in accounting and auditing.
With respect to the unaudited consolidated interim financial
information of Lockheed Martin Corporation for the quarter ended
March 29, 2020, incorporated by reference in this prospectus,
Ernst & Young LLP reported that they have applied limited
procedures in accordance with professional standards for a review
of such information. However, their separate report dated
April 22, 2020, included in Lockheed Martin Corporation’s
Quarterly Report on
Form 10-Q for the
quarter ended March 29, 2020, and incorporated by reference
herein, states that they did not audit and they do not express an
opinion on such interim financial information. Accordingly, the
degree of reliance on their report on such information should be
restricted in light of the limited nature of the review procedures
applied. Ernst & Young LLP is not subject to the liability
provisions of Section 11 of the Securities Act for their
report on the unaudited interim financial information because that
report is not a “report” or a “part” of the Registration Statement
prepared or certified by Ernst & Young LLP within the
meaning of Sections 7 and 11 of the Securities Act.
11
$1,150,000,000

$400,000,000 1.850% Notes due 2030
$750,000,000 2.800% Notes due 2050
PROSPECTUS SUPPLEMENT
Joint Book-Running Managers
Mizuho Securities
Morgan Stanley
BofA Securities
Citigroup
Credit Agricole CIB
J.P. Morgan
Joint Lead Managers
Goldman Sachs & Co. LLC
SMBC Nikko
TD Securities
US Bancorp
Senior Co-Managers
ANZ Securities
Barclays
Lloyds Securities
RBC Capital Markets
UniCredit Capital Markets
Wells Fargo Securities
Co-Managers
Academy Securities
Blaylock Van, LLC
C.L. King & Associates
Drexel Hamilton
Mischler Financial Group, Inc.
Penserra Securities LLC
R. Seelaus & Co., LLC
Siebert Williams Shank
May 15, 2020
Lockheed Martin (NYSE:LMT)
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