Underwriting Agreement – Lockheed Martin Corp.
Lockheed Martin Corporation
2.125% Notes due 2016
3.350% Notes due 2021
4.850% Notes due 2041
Underwriting Agreement
September 6, 2011
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC,
As representatives of the several Underwriters
named in Schedule I hereto,
c/o J.P. Morgan Securities LLC,
383 Madison Avenue,
New York, New York 10179
Ladies and Gentlemen:
Lockheed Martin Corporation, a Maryland corporation (the “Company”),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom
you are acting as representatives (the “Representatives”) an aggregate of
$500,000,000 principal amount of 2.125% Notes due 2016 of the Company (the “2016
Notes”), an aggregate of $900,000,000 principal amount of 3.350% Notes due 2021
of the Company (the “2021 Notes”) and an aggregate of $600,000,000 principal
amount of 4.850% Notes due 2041 of the Company (the “2041 Notes”) (collectively,
the “Securities”).
1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) An “automatic shelf registration statement” as defined under Rule 405
under the Securities Act of 1933, as amended (the “Act”) on Form S-3 (File No.
333-176446) in respect of the Securities has been filed by the Company with the
Securities and Exchange Commission (the “Commission”) not earlier than three
years prior to the date hereof; such registration statement, and any
post-effective amendment thereto, became effective on filing; and no stop order
suspending the effectiveness of such registration statement or any part thereof
has been issued and no proceeding for that purpose has been initiated or, to
the knowledge of the Company, has been threatened by the Commission, and no
notice of objection of the Commission to the use of such registration statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act
has been received by the Company (the base prospectus filed as part of such
registration statement, in the form in which it has most recently been filed
with the Commission on or prior to the date of this Agreement, is hereinafter
called the “Basic Prospectus”; any preliminary prospectus supplement relating to
the Securities filed with the Commission pursuant to Rule 424(b) under the Act
together with the Basic Prospectus is hereinafter called a “Preliminary
Prospectus”; the various parts of such registration statement, including all
exhibits thereto but excluding the Statement of Eligibility and Qualification
under the Trust Indenture Act (the “Form T-1”) and including any prospectus
supplement relating to the Securities that is filed with the Commission and
deemed by virtue of Rule 430B under the Act to be part of such registration
statement, each as amended at the time such part of the registration statement
became effective, are hereinafter collectively called the “Registration
Statement”; the Basic Prospectus, as amended and supplemented immediately prior
to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter
called the “Pricing Prospectus”; the form of the final prospectus relating to
the Securities filed with the Commission pursuant to Rule 424(b) under the Act
in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”;
any reference herein to the Registration Statement, the Basic Prospectus, the
Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 under the Act, as of the date of the Registration
Statement or such prospectus; any reference herein to any amendment or
supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any post-effective amendment to the
Registration Statement, any prospectus supplement relating to the Securities
filed with the Commission pursuant to Rule 424(b) under the Act and any
documents filed under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and incorporated by reference therein, in each case after the
date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as
the case may be; any reference to any amendment to the Registration Statement
shall be deemed to refer to and include any annual report of the Company filed
pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date
of the Registration Statement that is incorporated by reference in the
Registration Statement; and any “issuer free writing prospectus” as defined in
Rule 433 under the Act relating to the Securities is hereinafter called an
“Issuer Free Writing Prospectus”);
(b) No order preventing or suspending the use of any Preliminary Prospectus
or any Issuer Free Writing Prospectus has been issued by the Commission, and
each Preliminary Prospectus, at the time of filing thereof,
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conformed in all material respects to the requirements of the Act and the
rules and regulations of the Commission thereunder, and did not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter through the Representatives expressly
for use therein;
(c) For the purposes of this Agreement, the “Applicable Time” is 4:00 p.m.
(Eastern time) on the date of this Agreement; the Pricing Prospectus as
supplemented by the final term sheet in the form attached as Schedule III hereto
and to be filed pursuant to Section 5(a) hereof, taken together (collectively,
the “Pricing Disclosure Package”) as of the Applicable Time, did not include any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and each Issuer Free Writing Prospectus
listed on Schedule II(a) hereto does not conflict with the information contained
or incorporated by reference in the Registration Statement, the Pricing
Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as
supplemented by and taken together with the Pricing Disclosure Package as of the
Applicable Time, did not include any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to
statements or omissions made in the Pricing Disclosure Package or an Issuer Free
Writing Prospectus in reliance upon and in conformity with information furnished
in writing to the Company by an Underwriter through the Representatives
expressly for use therein;
(d) The documents incorporated by reference in the Pricing Prospectus and the
Prospectus, when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of the Act
or the Exchange Act, as applicable, and the applicable rules and regulations of
the Commission thereunder, and when read together with other information in the
Registration Statement, the Pricing Prospectus and the Prospectus, at the
respective times they became effective or were filed with the Commission, did
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; any
further documents so filed and incorporated by reference in the Prospectus or
any further amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
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thereunder and will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through the Representatives expressly for use therein; and no such
documents were filed with the Commission since the Commission153s close of
business on the business day immediately prior to the date of this Agreement and
prior to the execution of this Agreement, except as set forth on Schedule II(b)
hereto;
(e) The Registration Statement conforms, and the Prospectus and any further
amendments or supplements to the Registration Statement and the Prospectus will
conform, in all material respects to the requirements of the Act and the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to each part of the Registration Statement and as
of the applicable filing date and as of the Time of Delivery as to the
Prospectus and any amendment or supplement thereto, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to (i) any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through the
Representatives expressly for use therein or (ii) any statements in or omissions
from the part of the Registration Statement that shall constitute the Form T-1
of the Trustee under the Indenture (as defined below);
(f) (i) The Company and its subsidiaries taken as a whole have not sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Pricing Prospectus any material loss or
material interference with their business from fire, explosion, flood or other
calamity or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Pricing Prospectus;
and (ii) since the respective dates as of which information is given in the
Registration Statement and the Pricing Prospectus, there has not been any
material adverse change in the capital stock or long-term debt of the Company
and its subsidiaries, taken as a whole, otherwise than as set forth or
contemplated in the Pricing Prospectus and (iii) since the respective dates as
of which information is given in the Registration Statement and the Pricing
Prospectus there shall not have been any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders153 equity or results
of operations of the Company and its subsidiaries, taken as a whole, whether or
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not arising from transactions in the ordinary course of business, otherwise
than as set forth or contemplated in the Pricing Prospectus;
(g) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Maryland, with the
corporate power and authority to own its properties and conduct its business as
described in the Pricing Prospectus;
(h) The Securities have been duly authorized and, when issued pursuant to the
Indenture and delivered pursuant to this Agreement, will have been duly
executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits provided by
the indenture dated as of September 6, 2011 (the “Indenture”) between the
Company and U.S. Bank National Association, as Trustee (the “Trustee”), under
which they are to be issued; the Indenture has been duly authorized executed and
delivered by the Company and duly qualified under the Trust Indenture Act and
constitutes a valid and legally binding instrument, enforceable against the
Company in accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights and
remedies of creditors and to the effect of general principles of equity;
(i) The issue and sale of the Securities and the compliance by the Company
with all of the provisions of the Securities, the Indenture and this Agreement
and the consummation of the transactions herein and therein contemplated (i)
will not conflict with or result in a breach of, or constitute a default under,
any of the terms or provisions of, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or is bound, (ii) will not result in any violation of
the provisions of the Charter or Bylaws of the Company or (iii) will not result
in any violation of any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their properties, except in the case of clauses (i) and
(iii) where the effect of such conflict, breach or default would not be material
to the Company and its subsidiaries taken as a whole and would not adversely
affect the consummation of the transactions contemplated thereby; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the issue and
sale of the Securities or the consummation by the Company of the transactions
contemplated by this Agreement or the Indenture, except for those that have been
obtained or that may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the
Underwriters;
(j) The Company is not in violation of its Charter or Bylaws or in breach of
any terms of, or in default under, any agreement or undertaking of the
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Company in any such case in which the violation, breach or default would have
a material adverse effect on the Company and its subsidiaries taken as a whole;
(k) Other than as set forth in the Pricing Prospectus, there are no legal or
governmental proceedings pending to which the Company is a party or of which any
property of the Company is the subject which reasonably could be expected
individually, or in the aggregate, to have a material adverse effect on the
financial position, stockholders153 equity or results of operations of the Company
and its subsidiaries, taken as a whole; and, to the Company153s knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others; and
(l) (A) (i) At the time of filing the Registration Statement, (ii) at the
time of the most recent amendment thereto for the purposes of complying with
Section 10(a)(3) of the Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section 13 or 15(d) of the
Exchange Act or form of prospectus), and (iii) at the time the Company or any
person acting on its behalf (within the meaning, for this clause only, of Rule
163(c) under the Act) made any offer relating to the Securities in reliance on
the exemption of Rule 163 under the Act, the Company was a “well-known seasoned
issuer” as defined in Rule 405 under the Act; and (B) at the earliest time after
the filing of the Registration Statement that the Company or another offering
participant made a bona fide offer (within the meaning of Rule 164(h)(2) under
the Act) of the Securities, the Company was not an “ineligible issuer” as
defined in Rule 405 under the Act.
2. Subject to the terms and conditions herein set forth, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, the principal
amounts of Securities set forth opposite the name of such Underwriter in
Schedule I hereto at a purchase price of 99.574% of the principal amount of 2016
Notes, 99.280% of the principal amount of 2021 Notes and 98.404% of the
principal amount of 2041 Notes, plus in each case accrued interest from
September 9, 2011 to the Time of Delivery.
3. Upon the authorization by you of the release of the Securities, the
several Underwriters propose to offer the Securities for sale upon the terms and
conditions set forth in this Agreement and the Prospectus. The Underwriters
shall give notice to the Company when all the Securities are sold for purposes
of Section 5(c).
4. (a) The Securities to be purchased by each Underwriter hereunder will be
represented by one or more definitive global Securities in book-entry form that
will be deposited by or on behalf of the Company with The Depository Trust
Company (“DTC”) or its designated custodian. The Company will deliver the
Securities to Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, for
the account of each Underwriter, against payment by or on behalf of such
Underwriter of the purchase price therefor by wire transfer in Federal (same
day) funds to the account specified by the
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Company to Citigroup Global Markets Inc. and J.P. Morgan Securities LLC at
least forty-eight hours in advance, by causing DTC to credit the Securities to
the account of Citigroup Global Markets Inc. and J.P. Morgan Securities LLC at
DTC. The Company will cause the certificates representing the Securities to be
made available to the Representatives for checking at least twenty-four hours
prior to the Time of Delivery (as defined below) at the office of DTC or its
designated custodian (the “Designated Office”). The time and date of such
delivery and payment shall be 9:30 a.m., New York City time, on September 9,
2011 or such other time and date as Citigroup Global Markets Inc. and J.P.
Morgan Securities LLC and the Company may agree upon in writing. Such time and
date are herein called the “Time of Delivery”.
(b) The documents to be delivered at the Time of Delivery by or on behalf of
the parties hereto pursuant to Section 8 hereof, including the cross-receipt for
the Securities and any additional documents requested by the Underwriters
pursuant to Section 8(i) hereof, will be delivered at the offices of Davis Polk
& Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (the “Closing
Location”), and the Securities will be delivered at the Designated Office, all
at the Time of Delivery. A meeting will be held at the Closing Location at 2:00
p.m., New York City time, on the New York Business Day next preceding the Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, “New York Business Day” shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York City are generally authorized or obligated by
law or executive order to close.
5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the Commission153s
close of business on the second business day following the date of this
Agreement; to make no further amendment or any supplement to the Registration
Statement, the Basic Prospectus or the Prospectus prior to the Time of Delivery
which shall be disapproved by you in your reasonable judgment promptly after
reasonable notice thereof; to advise you, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has been
filed or becomes effective or any amendment or supplement to the Prospectus has
been filed and to furnish you with copies thereof; to file the term sheet
attached hereto as Schedule III pursuant to Rule 433(d) under the Act within the
time required by such Rule; to file promptly all other material required to be
filed by the Company with the Commission pursuant to Rule 433(d) under the Act;
to file promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
Prospectus and for so long as the delivery of a prospectus (or in lieu thereof,
the notice referred to in Rule 173(a) under the Act) is required under the Act
in connection with the offering or sale of the Securities; to advise you during
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the period the delivery of a prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Act) is required under the Act in
connection with the offering or sale of the Securities, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
other prospectus in respect of the Securities, of any notice of objection of the
Commission to the use of the Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of
the qualification of the Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information; and, in the event of
the issuance of any stop order or of any order preventing or suspending the use
of any Preliminary Prospectus or other prospectus or suspending any such
qualification, to promptly use all reasonable efforts to obtain the withdrawal
of such order; and in the event of any such issuance of a notice of objection,
promptly to take such steps including, without limitation, amending the
Registration Statement or filing a new registration statement, at its own
expense, as may be necessary to permit offers and sales of the Securities by the
Underwriters (references herein to the Registration Statement shall include any
such amendment or new registration statement);
(b) If required by Rule 430B(h) under the Act, to prepare a form of
prospectus in a form approved by you and to file such form of prospectus
pursuant to Rule 424(b) under the Act not later than may be required by Rule
424(b) under the Act; and to make no further amendment or supplement to such
form of prospectus which shall be disapproved by you in your reasonable judgment
promptly after reasonable notice thereof;
(c) If by the third anniversary (the “Renewal Deadline”) of the initial
effective date of the Registration Statement, any of the Securities remain
unsold by the Underwriters, the Company will file, if it has not already done so
and is eligible to do so, a new automatic shelf registration statement relating
to the Securities, in a form satisfactory to you. If at the Renewal Deadline the
Company is no longer eligible to file an automatic shelf registration statement,
the Company will, if it has not already done so, file a new shelf registration
statement relating to the Securities, in a form satisfactory to you and will use
its best efforts to cause such registration statement to be declared effective
within 180 days after the Renewal Deadline. The Company will take all other
action necessary or appropriate to permit the public offering and sale of the
Securities to continue as contemplated in the expired registration statement
relating to the Securities. References herein to the Registration Statement
shall include such new automatic shelf registration statement or such new shelf
registration statement, as the case may be;
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(d) Promptly from time to time to take such action as you may reasonably
request to qualify the Securities for offering and sale under the securities
laws of such jurisdictions as you may request and to comply with such laws so as
to permit the continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of the Securities,
provided that in connection therewith the Company shall not be obligated to
subject itself to taxation or to qualify to do business in any jurisdiction
where it is not now so qualified or be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction;
(e) Prior to 10:00 a.m., New York City time, on the New York Business Day
next succeeding the date of this Agreement and from time to time, to furnish the
Underwriters with written and electronic copies of the Prospectus in New York
City in such quantities as you may reasonably request, and, if the delivery of a
prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Act) is required at any time prior to the expiration of nine months after the
time of issue of the Prospectus in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if
for any other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act, the
Exchange Act or the Trust Indenture Act, to notify you and upon your request to
file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities as many written and electronic copies as you may
from time to time reasonably request of an amended Prospectus or a supplement to
the Prospectus that will correct such statement or omission or effect such
compliance; and in case any Underwriter is required to deliver a prospectus (or
in lieu thereof, the notice referred to in Rule 173(a) under the Act) in
connection with sales of any of the Securities at any time nine months or more
after the time of issue of the Prospectus, upon your request but at the expense
of such Underwriter, to prepare and deliver to such Underwriter as many written
and electronic copies as you may reasonably request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the Act;
(f) During the period beginning from the date hereof and continuing to and
including the Time of Delivery, not to offer, sell, contract to sell or
otherwise dispose of any securities of the Company that are substantially
similar to the Securities, without the prior written consent of the
Representatives;
(g) To make generally available to its securityholders as soon as practicable
an earnings statement of the Company and its subsidiaries (which
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need not be audited) complying with Section 11(a) of the Act and the rules
and regulations of the Commission thereunder (including, at the option of the
Company, Rule 158);
(h) To pay the required Commission filing fees relating to the Securities
within the time required by Rule 456(b)(1) under the Act without regard to the
proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under
the Act; and
(i) To use the net proceeds received by it from the sale of the Securities
pursuant to this Agreement in the manner specified in the Pricing Prospectus
under the caption “Use of Proceeds”.
6. (a) (i) The Company represents and agrees that, other than the final term
sheet in the form attached as Schedule III hereto and filed pursuant to Section
5(a) hereof, without the prior consent of the Representatives, it has not made
and will not make any offer relating to the Securities that would constitute a
“free writing prospectus” as defined in Rule 405 under the Act;
(ii) each Underwriter represents and agrees that, without the prior consent
of the Company and the Representatives, other than one or more term sheets
relating to the Securities, containing certain information contemplated by the
final term sheet in the form attached as Schedule III hereto and related
customary marketing information (which marketing information shall have been
agreed to by the Company), and conveyed to purchasers of Securities in an
electronic format customary in the industry, it has not made and will not make
any offer relating to the Securities that would constitute a “free writing
prospectus” as defined in Rule 405 under the Act; and
(iii) any such free writing prospectus the use of which has been consented to
by the Company and the Representatives (other than the final term sheet in the
form attached as Schedule III hereto filed pursuant to Section 5(a) hereof) is
listed on Schedule II(a) hereto;
(b) The Company has complied and will comply with the requirements of Rule
433 under the Act applicable to any Issuer Free Writing Prospectus, including
timely filing with the Commission or retention where required and legending; and
(c) The Company agrees that if at any time following issuance of an Issuer
Free Writing Prospectus any event occurred or occurs as a result of which such
Issuer Free Writing Prospectus would conflict with the information in the
Registration Statement, the Pricing Prospectus or the Prospectus or would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances then prevailing, not misleading, the Company will give prompt
notice thereof to the Representatives and, if requested by the Representatives,
will prepare and furnish without charge to each Underwriter an Issuer Free
Writing Prospectus or other document that will correct such
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conflict, statement or omission; provided, however, that this representation
and warranty shall not apply to any statements or omissions in an Issuer Free
Writing Prospectus made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through the
Representatives expressly for use therein.
7. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company153s counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free
Writing Prospectus and the Prospectus and any amendments and supplements thereto
and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, the Indenture, the Blue Sky and Legal Investment
Memoranda, closing documents (including any compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the
Securities; (iii) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws as provided in
Section 5(c) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky and legal investment surveys; (iv) any fees charged by securities
rating services for rating the Securities; (v) the cost of preparing the
Securities; (vi) the fees and expenses of the Trustee and any agent of the
Trustee and the fees and disbursements of counsel for the Trustee in connection
with the Indenture and the Securities; and (vii) all other costs and expenses
incident to the performance of its obligations hereunder that are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, and Sections 9 and 12 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.
8. The obligations of the Underwriters hereunder shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of the Applicable Time and the
Time of Delivery, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to Rule
424(b) under the Act within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any
other material required to be filed by the Company pursuant to Rule 433(d) under
the Act, shall have been filed with the Commission within the applicable time
periods prescribed for such filings by
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Rule 433; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission and no notice
of objection of the Commission to the use of the Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall
have been received; no stop order suspending or preventing the use of the
Prospectus or any Issuer Free Writing Prospectus shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your reasonable
satisfaction;
(b) Davis Polk & Wardwell LLP, counsel for the Underwriters, shall have
furnished to you such opinion or opinions, dated the Time of Delivery, with
respect to such matters as you may reasonably request, and such counsel shall
have received such papers and information as they may reasonably request to
enable them to pass upon such matters;
(c) Hogan Lovells US LLP, counsel for the Company, shall have furnished to
you their written opinion, dated the Time of Delivery, in form and substance
reasonably satisfactory to you, to the effect set forth in Annex I hereto.
(d) In-house counsel to the Company shall have furnished to you its written
opinion, dated the Time of Delivery, in form and substance reasonably
satisfactory to you, to the effect set forth in Annex II hereto.
(e) On the date of the Prospectus and also at the Time of Delivery, Ernst
& Young LLP shall have furnished to you a letter or letters, dated the
respective dates of delivery thereof, in form and substance satisfactory to you
containing statements and information of the type ordinarily included in
accountants “comfort letters” to underwriters with respect to the financial
statements and certain financial information contained in or incorporated by
reference into the Registration Statement, the Pricing Prospectus and the
Prospectus;
(f) (i) The Company and its subsidiaries taken as a whole shall not have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Pricing Prospectus any material loss or
material interference with their business from fire, explosion, flood or other
calamity or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Pricing Prospectus,
and (ii) since the respective dates as of which information is given in the
Pricing Prospectus there shall not have been any material adverse change in the
capital stock or long-term debt of the Company and its subsidiaries taken as a
whole, otherwise than as set forth or contemplated in the Pricing Prospectus or
in connection with the adoption or effectiveness of new accounting standards and
12
(iii) since the respective dates as of which information is given in the
Pricing Prospectus there shall not have been any material adverse change in the
general affairs, management, financial position or results of operations of the
Company and its subsidiaries taken as a whole, whether or not arising from
transactions in the ordinary course of business, or any material adverse change,
or any development involving a prospective material adverse change, in or
affecting the general affairs, management, financial position, stockholders153
equity or results of operations of the Company and its subsidiaries taken as a
whole, otherwise than as set forth or contemplated in the Pricing Prospectus,
the effect of which, in any such case described in clauses (i), (ii) or (iii),
in your judgment makes it impracticable or inadvisable to proceed with the
offering or the delivery of the Securities as contemplated in this Agreement and
in the Prospectus;
(g) On or after the Applicable Time, no downgrading shall have occurred in
the rating accorded the Company153s debt securities by any “nationally recognized
statistical rating organization”, as that term is defined by the Commission
under Section 3(a)(62) of the Exchange Act;
(h) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company153s securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities declared
by either Federal or New York State authorities or a material disruption in
commercial banking or securities settlement or clearance services in the United
States; (iv) the outbreak or escalation of hostilities involving the United
States or the declaration by the United States of a national emergency or war;
or (v) the occurrence of any other calamity or crisis or any change in
financial, political or economic conditions in the United States or elsewhere,
if the effect of any such event specified in clauses (i) through (v) in your
judgment makes it impracticable or inadvisable to proceed with the offering or
the delivery of the Securities on the terms and in the manner contemplated in
the Prospectus;
(i) The Company shall have furnished or caused to be furnished to you at the
Time of Delivery certificates of officers of the Company satisfactory to you as
to the accuracy of the representations and warranties of the Company herein at
and as of such Time of Delivery, as to the performance by the Company of all of
its obligations hereunder to be performed at or prior to such time, as to the
matters set forth in subsections (a) and (f) of this Section and as to such
other matters as you may reasonably request.
9. (a) The Company agrees to indemnify and hold harmless each Underwriter
against any and all losses, claims, damages and liabilities, joint or several
(including any reasonable investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or
proceeding
13
or any claim asserted, provided that legal expenses relate to counsel
acceptable to the Company), to which they, or any of them, may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities arise solely out of or are based solely upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer
Free Writing Prospectus or any “issuer information” filed or required to be
filed pursuant to Rule 433(d) under the Act, or the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, except insofar as any such untrue statement or omission or
alleged untrue statement or omission was made in (i) the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the
Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing
Prospectus, in reliance upon and in conformity with information furnished in
writing to the Company by the Representatives on behalf of any Underwriter of
Securities expressly for use therein or (ii) that part of the Registration
Statement that constitutes the Statement of Eligibility and Qualifications on
Form T-1 of the Trustee under the Trust Indenture Act, except statements or
omissions in such Form T-1 made in reliance upon information furnished in
writing to the Trustee by or on behalf of the Company for use therein.
(b) Each Underwriter agrees to indemnify and hold harmless the Company to the
same extent as the foregoing indemnity from the Company to each Underwriter, but
only insofar as such losses, claims, damages or liabilities arise solely out of
or are based solely upon any untrue statement or omission or alleged untrue
statement or omission that was made in the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the
Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing
Prospectus, in reliance upon and in conformity with information furnished in
writing to the Company by the Representatives on behalf of any Underwriter of
Securities expressly for use therein; provided, however, that the obligation of
each such Underwriter to indemnify the Company hereunder shall be limited to the
total price at which the Securities purchased by such Underwriter hereunder were
offered to the public.
(c) Any party that proposes to assert the right to be indemnified under this
Section 9 will, promptly after receipt of notice of commencement of any action,
suit or proceeding against any such party in respect of which a claim is to be
made against an indemnifying party under this Section 9, notify each such
indemnifying party of the commencement of such action, suit or proceeding,
enclosing a copy of all papers served, but the omission so to notify such
indemnifying party of any such action, suit or proceeding shall not relieve it
from any liability that it may have to any indemnified party otherwise than
under Section 9(a) or 9(b), as applicable (it being understood that the omission
so to notify such indemnifying party shall relieve it from any liability it may
have to any indemnified party under Section 9(a) or 9(b); provided, however,
that timely
14
notice hereunder to the Representatives made pursuant to Section 13 hereof
shall be deemed timely notice to any Underwriter that is an indemnifying party).
In case any such action, suit or proceeding shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, such indemnifying party or parties shall be entitled to participate in,
and, to the extent that it or they shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party, and after notice from the
indemnifying party or parties to such indemnified party of its or their election
so to assume the defense thereof, the indemnifying party or parties shall not be
liable to such indemnified party for any legal or other expenses, other than
reasonable costs of investigation subsequently incurred by such indemnified
party in connection with the defense thereof. The indemnified party shall have
the right to employ its counsel in any such action, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i) the
employment of counsel by such indemnified party has been authorized in writing
by the indemnifying party or parties, (ii) the indemnified party shall have
reasonably concluded that there may be a conflict of interest between the
indemnifying party or parties and the indemnified party in the conduct of the
defense of such action (in which case the indemnifying party or parties shall
not have the right to direct the defense of such action on behalf of the
indemnified party), or (iii) the indemnifying party or parties shall not in fact
have employed counsel to assume the defense of such action, in each of which
cases the fees and expenses of counsel shall be at the expense of the
indemnifying party or parties. In the event that the indemnified party retains
separate counsel pursuant to clause (i), (ii), or (iii) of the previous
sentence, such counsel shall be reasonably acceptable to the indemnifying party.
Any indemnifying party shall not be liable for any settlement of any action or
claim effected without its written consent.
(d) If the indemnification provided for in this Section 9 is unavailable to
hold harmless an indemnified party under subsection (a) or (b) above in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein (other than because such indemnification, by its terms, does
not apply), then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Securities to which such
loss, claim, damage or liability (or actions in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and such Underwriters
15
on the other shall be deemed to be in the same proportion as the total net
proceeds from such offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by such
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or such Underwriters on the
other and the parties153 relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to
investors were offered to investors exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters in this
subsection (d) to contribute are several in proportion to their respective
underwriting obligations with respect to such Securities and not joint.
(e) The obligations of the Company under this Section 9 shall be in addition
to any liability that the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section 9 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.
10. (a) If any Underwriter shall default in its obligation to purchase any
Securities that it has agreed to purchase hereunder, you may in your discretion
arrange for you or another party or other parties to purchase such Securities on
the terms contained herein. If within thirty-six hours after such default by any
Underwriter you do not arrange for the purchase of such Securities, then the
Company shall be entitled to a further period of thirty-six hours within which
to procure another party or other parties satisfactory to you to purchase such
Securities on such terms. In the event that, within the respective prescribed
periods, you notify the Company that you have so arranged for the purchase of
such Securities, or the Company notifies you that
16
it has so arranged for the purchase of such Securities, you or the Company
shall have the right to postpone the Time of Delivery for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to prepare and file promptly
any amendments or supplements to the Registration Statement or the Prospectus
that in your opinion may thereby be made necessary. The term “Underwriter” as
used in this Agreement shall include any person substituted under this Section
10 with like effect as if such person had originally been a party to this
Agreement with respect to such Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such
Securities that remains unpurchased does not exceed one-tenth of the aggregate
principal amount of the Securities, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the principal amount of
Securities that such Underwriter agreed to purchase hereunder and, in addition,
to require each non-defaulting Underwriter to purchase its pro rata share (based
on the principal amount of Securities that such Underwriter agreed to purchase
hereunder) of the Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
that remains unpurchased exceeds one-tenth of the aggregate principal amount of
the Securities, as referred to in subsection (b) above, or if the Company shall
not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Securities of a defaulting Underwriter
or Underwriters, then this Agreement shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as provided in
Section 7 hereof and the indemnity and contribution agreements in Section 9
hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.
(d) For purposes of this Section 10, the 2016 Notes, the 2021 Notes and the
2041 Notes shall be treated as three separate series of Securities, and Section
10 shall apply to each series as if this Agreement applied solely to such
series.
11. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling
17
person of any Underwriter, or the Company, or any officer or director or
controlling person of the Company, and shall survive delivery of and payment for
the Securities.
12. If this Agreement shall be terminated pursuant to Section 10 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Sections 7 and 9 hereof; but, if for any other reason, the
Securities are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Underwriters through you for all out-of-pocket
expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be
under no further liability to any Underwriter except as provided in Sections 7
and 9 hereof.
13. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Citigroup Global
Markets Inc., 388 Greenwich Street, New York, New York 10013 (Fax: (212)
816-7912), Attention: General Counsel and J.P. Morgan Securities LLC, 383
Madison Avenue, New York, New York, 10179 (Fax: (212) 834-6081), Attention: High
Grade Syndicate Desk; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Vice President and Treasurer (with a copy,
which shall not constitute notice, to the Senior Vice President and General
Counsel); provided, however, that any notice to a Underwriter
pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or
facsimile transmission to such Underwriter at its address set forth in its
Underwriters153 Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company by you upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.
14. This Agreement shall be binding upon, and inure solely to the benefit of,
the Underwriters, the Company and, to the extent provided in Sections 9 and 11
hereof, the officers and directors of the Company and each person who controls
the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
15. Time shall be of the essence of this Agreement. As used herein, the term
“business day” shall mean any day when the Commission153s office in Washington,
D.C. is open for business.
18
16. The Company acknowledges and agrees that (i) the purchase and sale of the
Securities pursuant to this Agreement is an arm153s-length commercial transaction
between the Company, on the one hand, and the several Underwriters, on the
other, (ii) in connection therewith and with the process leading to such
transaction each Underwriter is acting solely as a principal and not the agent
or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or
fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such
Underwriter has advised or is currently advising the Company on other matters)
or any other obligation to the Company except the obligations expressly set
forth in this Agreement and (iv) the Company has consulted its own legal and
financial advisors to the extent it deemed appropriate. The Company agrees that
it will not claim that the Underwriters, or any of them, has rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to the
Company, in connection with such transaction or the process leading thereto.
17. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
18. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same
instrument.
19. The Company is authorized, subject to applicable law, to disclose any and
all aspects of this potential transaction that are necessary to support any U.S.
federal income tax benefits expected to be claimed with respect to such
transaction, and all materials of any kind (including tax opinions and other tax
analyses) related to those benefits, without the Underwriters imposing any
limitation of any kind.
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.
19
|
Very truly yours, |
||
|
LOCKHEED MARTIN CORPORATION |
||
|
By: |
/s/ Kenneth R. Possenriede |
|
|
Name: Kenneth R. Possenriede |
||
|
Title: Vice President and Treasurer |
||
20
|
Accepted as of the date hereof: |
||
|
Citigroup Global Markets Inc. |
||
|
By: |
/s/ Brian D. Bednarski |
|
|
Name: Brian D. Bednarski |
||
|
Title: Managing Director |
||
|
J.P. Morgan Securities LLC |
||
|
By: |
/s/ Stephen L. Sheiner |
|
|
Name: Stephen L. Sheiner |
||
|
Title: Executive Director |
||
On behalf of each of the Underwriters listed in Schedule I hereto
21
SCHEDULE I
|
Principal Amount |
Principal Amount |
Principal Amount |
||||||||||
|
Underwriter |
||||||||||||
|
Citigroup Global Markets Inc. |
$ |
102,500,000 |
$ |
184,500,000 |
$ |
123,000,000 |
||||||
|
J.P. Morgan Securities LLC |
$ |
102,500,000 |
$ |
184,500,000 |
$ |
123,000,000 |
||||||
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
$ |
55,000,000 |
$ |
99,000,000 |
$ |
66,000,000 |
||||||
|
Morgan Stanley & Co. LLC |
$ |
55,000,000 |
$ |
99,000,000 |
$ |
66,000,000 |
||||||
|
Wells Fargo Securities, LLC |
$ |
55,000,000 |
$ |
99,000,000 |
$ |
66,000,000 |
||||||
|
Credit Agricole Securities (USA) Inc. |
$ |
20,000,000 |
$ |
36,000,000 |
$ |
24,000,000 |
||||||
|
Goldman, Sachs & Co. |
$ |
20,000,000 |
$ |
36,000,000 |
$ |
24,000,000 |
||||||
|
Mitsubishi UFJ Securities (USA), Inc. |
$ |
20,000,000 |
$ |
36,000,000 |
$ |
24,000,000 |
||||||
|
Mizuho Securities USA Inc. |
$ |
20,000,000 |
$ |
36,000,000 |
$ |
24,000,000 |
||||||
|
UBS Securities LLC |
$ |
20,000,000 |
$ |
36,000,000 |
$ |
24,000,000 |
||||||
|
U.S. Bancorp Investments, Inc. |
$ |
20,000,000 |
$ |
36,000,000 |
$ |
24,000,000 |
||||||
|
ANZ Securities, Inc. |
$ |
2,500,000 |
$ |
4,500,000 |
$ |
3,000,000 |
||||||
|
Lloyds Securities Inc. |
$ |
2,500,000 |
$ |
4,500,000 |
$ |
3,000,000 |
||||||
|
RBC Capital Markets, LLC |
$ |
2,500,000 |
$ |
4,500,000 |
$ |
3,000,000 |
||||||
|
SMBC Nikko Capital Markets Limited |
$ |
2,500,000 |
$ |
4,500,000 |
$ |
3,000,000 |
||||||
|
Total |
$ |
500,000,000 |
$ |
900,000,000 |
$ |
600,000,000 |
||||||
S1-1
SCHEDULE II
(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure
Package:
None.
(b) Additional Documents Incorporated by Reference:
None.
S2-1
SCHEDULE III
Lockheed Martin Corporation
Pricing Term Sheet
September 6, 2011
|
2.125% Notes due 2016 |
3.350% Notes due 2021 |
4.850% Notes due 2041 |
||||
|
Issuer: |
Lockheed Martin Corporation |
Lockheed Martin Corporation |
Lockheed Martin Corporation |
|||
|
Security Type: |
Senior Unsecured |
Senior Unsecured |
Senior Unsecured |
|||
|
Trade Date: |
September 6, 2011 |
September 6, 2011 |
September 6, 2011 |
|||
|
Settlement Date (T+3): |
September 9, 2011 |
September 9, 2011 |
September 9, 2011 |
|||
|
Interest Payment Dates: |
March 15 and September 15, commencing on March 15, |
March 15 and September 15, commencing on March 15, 2012 |
March 15 and September 15, commencing on March 15, 2012 |
|||
|
Expected Ratings*: |
||||||
|
Size: |
$500,000,000 |
$900,000,000 |
$600,000,000 |
|||
|
Maturity: |
September 15, 2016 |
September 15, 2021 |
September 15, 2041 |
|||
|
Coupon: |
2.125% per annum, accruing from September 9, 2011 |
3.350% per annum, accruing from September 9, 2011 |
4.850% per annum, accruing from September 9, 2011 |
|||
|
Price to Public: |
99.924% of face amount, plus accrued interest, if any, from |
99.730% of face amount, plus accrued interest, if any, from |
99.279% of face amount, plus accrued interest, if any, from |
|||
|
Yield to maturity: |
2.141% |
3.382% |
4.896% |
|||
|
Spread to Benchmark Treasury: |
T+127 basis points |
T+142 basis points |
T+167 basis points |
|||
|
Benchmark Treasury: |
1.000% due August 31, 2016 |
2.125% due August 15, 2021 |
4.375% due May 15, 2041 |
|||
|
Benchmark Treasury Price and Yield: |
100-20 / 0.871% |
101-15 / 1.962% |
121-27 / 3.226% |
|||
|
Redemption Make-Whole |
T+20 basis points |
T+25 basis points |
T+25 basis points |
|||
|
CUSIP #: |
539830 AX7 |
539830 AY5 |
539830AZ2 |
|||
|
ISIN #: |
US539830AX79 |
US539830AY52 |
US539830AZ28 |
|||
|
Joint Book-Running |
Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Wells Fargo Securities, LLC |
|||||
|
Joint Lead Managers: |
Credit Agricole Securities (USA) Inc. Goldman, Sachs & Co. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. UBS Securities LLC U.S. Bancorp Investments, Inc. |
|||||
|
Co-Managers: |
ANZ Securities, Inc. Lloyds Securities Inc. RBC Capital Markets, LLC SMBC Nikko Capital Markets Limited |
|||||
S3-1
|
* |
Note: A securities rating is not a recommendation to buy, sell or hold |
The issuer has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC that are incorporated by reference
in the prospectus for more complete information about the issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling Citigroup Global Markets Inc., toll free, at
1-877-858-5407 or J.P. Morgan Securities LLC, at 1-212-834-4533.
This pricing term sheet supplements the preliminary form of prospectus
supplement issued by Lockheed Martin Corporation on September 6, 2011 relating
to its Prospectus dated August 23, 2011.
Any disclaimer or other notice that may appear below is not applicable to
this communication and should be disregarded. Such disclaimer or notice was
automatically generated as a result of this communication being sent by
Bloomberg or another email system.
S3-2
ANNEX I
Form of opinion of Hogan Lovells US LLP, counsel for
the Company
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1. |
The Company is validly existing as a corporation and in good standing, under |
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2. |
The Underwriting Agreement has been duly authorized, executed and delivered |
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3. |
The Securities have been duly authorized by the Company, and, when the |
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4. |
The Indenture has been duly authorized, executed and delivered by the Company |
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5. |
The information contained in the Pricing Prospectus and the Prospectus under |
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6. |
The execution and delivery by the Company of the Underwriting Agreement, the |
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7. |
The Registration Statement became effective under the Securities Act upon its |
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Act and no proceedings for such purpose have been instituted or are |
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8. |
The Registration Statement and the Prospectus (except for the Statement of |
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9. |
No approval, authorization, order, registration, qualification or consent of, |
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10. |
The Indenture has been duly qualified under the Trust Indenture Act. |
No facts have come to our attention that cause us to believe that:
(i) the Registration Statement, as of the date of the Underwriting Agreement,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading;
(ii) the Prospectus, as of its date or as of the Time of Delivery, contained
or contains an untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; or
(iii) the Pricing Disclosure Package, as of 4:00 p.m. (New York City time) on
September 6, 2011 (which we have assumed with your permission is a time prior to
the time of the first sale of the Securities by any Underwriter), contained an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that in
making the foregoing statements, we do not express any belief with respect to
the financial statements and supporting schedules and other financial or
accounting information and data derived from such financial statements and
schedules or derived from the books and records of the Company or
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with respect to reports on the effectiveness of internal control over
financial reporting contained or incorporated by reference in or omitted from
the Registration Statement, the Pricing Disclosure Package or the Prospectus.
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ANNEX II
Form of opinion of In-house counsel to the Company
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1. |
The Company is duly qualified to do business as a foreign corporation and is |
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2. |
To my knowledge, other than as set forth or incorporated by reference in the |
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3. |
Neither the issue and sale of the Securities, the consummation of any other |
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4. |
The documents filed with the Commission pursuant to Section 13(a), 13(c) or |
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5. |
The execution and delivery by the Company of the Underwriting Agreement, the |
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Company or any of its subsidiaries, of any court, regulatory body, |
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