United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – May 25, 2010

 

 

LOCKHEED MARTIN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		1-11437		52-1893632
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

6801 Rockledge Drive, Bethesda, Maryland		20817
(Address of principal executive offices)		(Zip Code)

(301) 897-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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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 8.01 and incorporated by reference therein is incorporated by reference into this Item 2.03.

 

Item 8.01.

Other Events.

On May 25, 2010, Lockheed Martin Corporation (the “Company”) issued $728,191,000 aggregate principal amount of its new 5.72% Notes dues 2040 (the “new notes”). The new notes were issued in exchange for a portion of the Company’s outstanding debt securities listed in the table below (the “old notes”), and, in the case of the 7.20% Debentures due 2026, additional aggregate cash consideration of $40,616,800. 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.

 

Series of Old Notes		Aggregate Principal Amount of Old Notes Outstanding Prior to Exchange		Aggregate Principal Amount of Old Notes Exchanged
7.65% Debentures due 2016		$600,000,000		$148,465,000
7.75% Debentures due 2026		$423,015,000		$148,200,000
8.50% Debentures due 2029		$316,347,000		$111,300,000
7.20% Debentures due 2036		$300,000,000		$203,084,000

The exchange offer was effected pursuant to an offer to exchange commenced on April 26, 2010, and expired on May 21, 2010. Participation in the exchange was limited to holders of the old notes who have 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 May 25, 2010 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”) and represented by global notes executed by the Company and dated as of May 25, 2010. 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 the Company’s general unsecured obligations and rank equally in right of payment with the Company’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 the Company’s subsidiaries to the extent of the Company’s subsidiaries’ assets.

The new notes will mature on June 1, 2040. The new notes will bear interest at a rate of 5.72% per annum and interest will be payable semi-annually in arrears on June 1 and December 1 of each year beginning on December 1, 2010. The Company may redeem all or any part of the new notes at a redemption price equal to the greater of (i) 100% 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 (not including any interest accrued as of 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 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.

The new notes have not been registered under the Securities Act of 1933, as amended, 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 of 1933, as amended, and any applicable state securities laws. In connection with the Company’s issuance of the new notes, the Company and the dealer managers entered into a registration rights agreement. Under that agreement, the Company agreed, among other things, to (i) file a registration statement with the Securities and Exchange Commission for an exchange offer

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in which the Company 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. The Company 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 and incorporated by reference as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Indenture dated as of May 25, 2010 for 5.72% Notes due 2040.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

May 25, 2010