LOCKHEED MARTIN CORPORATION (NYSE:LMT) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 2.03 (other than the last paragraph in Item 2.03) and incorporated by reference therein is incorporated by reference into this Item 2.03.

Item 2.03. Other Events.

On September7, 2017, Lockheed Martin Corporation (“Lockheed Martin”) issued $1,578,468,000 aggregate principal amount of its new 4.09% Notes due 2052 (the “new notes”). The new notes were issued, and additional aggregate cash consideration of approximately $15.9million was paid, in exchange for a portion of Lockheed Martin’s outstanding debt securities listed in the table below (the “old notes”). Exchanging holders also received a cash payment representing accrued and unpaid interest on the old notes and cash in lieu of fractional portions of new notes.

The table below identifies the aggregate principal amount of each series of old notes exchanged in the exchange offer.

The exchange offer was effected to an offer to exchange commenced on August7, 2017, that expired at 12:00 midnight, New York City time, at the end of the day on September1, 2017. Participation in the exchange was limited to holders of the old notes who certified to Lockheed Martin in an eligibility letter as to certain matters, including (1)their status as “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (2)outside the United States, their status as non-U.S. persons as defined in Regulation S under the Securities Act.

The terms of the new notes are governed by the Indenture dated as of September7, 2017 (the “Indenture”), between Lockheed Martin and U.S. Bank National Association, as trustee (the “Trustee”), and represented by global notes executed by Lockheed Martin and dated as of September7, 2017. The Indenture, including the form of new notes, is filed as exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The new notes are Lockheed Martin’s general unsecured obligations and rank equally in right of payment with Lockheed Martin’s other current and future unsecured and unsubordinated indebtedness, but effectively are junior to any current and future secured debt to the extent of the assets securing that debt. The new notes also are effectively subordinated to all indebtedness and other liabilities of Lockheed Martin’s subsidiaries to the extent of Lockheed Martin’s subsidiaries’ assets.

The new notes will mature on September15, 2052. The new notes will bear interest at a rate of 4.09%per annum and interest will be payable semi-annually in arrears on March 15and September 15of each year beginning on March15, 2018. Prior to March15, 2052 (six months prior to the maturity date of the new notes, referred to as the “par call date”), Lockheed Martin may redeem all or any part of the new notes at a redemption price equal to the greater of (i)50% of the principal amount of the new notes to be redeemed and (ii)the sum of the present values of the remaining scheduled payments of principal and interest on the new notes to be redeemed if the new notes matured on the par call date (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the treasury rate (as defined in the Indenture) plus 20 basis points. In either case, the redemption price will also include accrued and unpaid interest to the date of redemption on the principal balance of the new notes being redeemed. In addition, on or after March15, 2052 (six months prior to the maturity date of the new notes), Lockheed Martin may redeem all or any part of the new notes at a redemption price equal to 50% of the principal amount of the new notes to be redeemed, plus accrued and unpaid interest to the date of redemption.

The new notes have not been registered under the Securities Act or any state securities laws. Therefore, the new notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. In connection with Lockheed Martin’s issuance of the new notes, Lockheed Martin and the dealer managers entered into a registration rights agreement. Under that agreement, Lockheed Martin agreed, among other things, to (i)use commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission for an exchange offer in which Lockheed Martin would offer to exchange the new notes for substantially identical notes that would be registered under the Securities Act, and (ii)use commercially reasonable efforts to cause that registration statement to become effective. Lockheed Martin also agreed that under certain circumstances it would file a shelf registration statement with the Securities and Exchange Commission covering resales by holders of the new notes in lieu of the registered exchange offer.

The foregoing descriptions of the Indenture and the new notes are qualified in their entirety by reference to the Indenture which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

INFORMATION PROVIDED FOR U.S. FEDERAL INCOME TAX PURPOSES: Solely for U.S. federal income tax purposes, Lockheed Martin has determined that (i)the new notes are “traded on an established market” within the meaning of section 1.1273-2(f) of the Treasury Regulations, and (ii)the “issue price” of the new notes within the meaning of section 1.1273-2(b) of the Treasury Regulations is $1,017.39 per $1,000 face amount of the new notes.

Item 2.03. Financial Statements and Exhibits.

(d) Exhibits.

LOCKHEED MARTIN CORP Exhibit
EX-99.1 2 d453584dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 LOCKHEED MARTIN CORPORATION as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee     INDENTURE Dated as of September 7,…
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About LOCKHEED MARTIN CORPORATION (NYSE:LMT)

Lockheed Martin Corporation is a global security and aerospace company. The Company is engaged in the research, design, integration and sustainment of advanced technology systems, products and services. It operates in five segments: Aeronautics; Information Systems & Global Solutions (IS&GS); Missiles and Fire Control (MFC); Mission Systems and Training (MST), and Space Systems. Its Aeronautics segment is engaged in the development, manufacture, support and upgrade of advanced military aircraft. The IS&GS provides network-enabled situational awareness and integrates global systems to help its customers gather, analyze and securely distribute critical data. Its MFC segment provides air and missile defense systems, and logistics services. Its MST segment provides manufacture, service and support for various military and civil helicopters. Its Space Systems segment is engaged in the design, engineering and production of satellites.