Bond Lockheed-Martin 1.85% ( US539830BP37 ) in USD

Lockheed-Martin

87.729 % ▲

United States

US539830BP37 ( in USD )

1.85% per year ( payment 2 times a year)

15/06/2030

Prospectus brochure of the bond Lockheed Martin US539830BP37 en USD 1.85%, maturity 15/06/2030

2 000 USD

400 000 000 USD

539830BP3

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/06/2025 ( In 7 days )

Lockheed Martin is a global security and aerospace company that designs, develops, manufactures, integrates, and sustains advanced technology systems, products, and services.

The Bond issued by Lockheed-Martin ( United States ) , in USD, with the ISIN code US539830BP37, pays a coupon of 1.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/06/2030

The Bond issued by Lockheed-Martin ( United States ) , in USD, with the ISIN code US539830BP37, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Lockheed-Martin ( United States ) , in USD, with the ISIN code US539830BP37, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d921469d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-237836
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price Per
Aggregate
Amount of
Securities to be Registered

Registered

Unit

Offering Price

Registration Fee(1)
1.850% Notes due 2030

$ 400,000,000

99.780%

$ 399,120,000

$ 51,806
2.800% Notes due 2050

$ 750,000,000

99.133%

$ 743,497,500

$ 96,506

(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.
Table of Contents

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.

Per
Per

2030 Note
Total

2050 Note
Total

Initial public offering price

99.780%
$399,120,000
99.133%
$743,497,500
Underwriting discount

0.450%
$
1,800,000

0.875%
$
6,562,500
Proceeds to us, before expenses

99.330%
$397,320,000
98.258%
$736,935,000
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
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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

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
Prospectus Supplement dated May 15, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1
Forward-Looking Statements
S-5
Risk Factors
S-7
Use of Proceeds
S-8
Capitalization
S-9
Description of the Notes
S-10
Certain United States Federal Tax Consequences
S-15
Underwriting
S-20
Validity of the Notes
S-25
Experts
S-25
Incorporation by Reference
S-26
Prospectus

Page
About this Prospectus

1
Our Company

1
Risk Factors

2
Forward-Looking Statements

2
Incorporation of Certain Information by Reference

3
Where to Find Additional Information

3
Use of Proceeds

3
Description of Debt Securities

4
Plan of Distribution

10
Legal Matters

11
Experts

11
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
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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
Table of Contents
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.
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S-1
Table of Contents
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
Table of Contents
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
Lockheed Martin Corporation.

Notes Offered
$400,000,000 principal amount of 2030 notes.

$750,000,000 principal amount of 2050 notes.

Maturity
The 2030 notes will mature on June 15, 2030, and the 2050 notes will mature on June 15,
2050.

Interest
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
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.

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
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
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other liabilities of our subsidiaries to the extent of our subsidiaries' assets.

Authorized Denominations
Minimum denominations of $2,000 and $1,000 multiples above that amount.

S-3
Table of Contents
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 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
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
Maryland law governs the Indenture (as defined herein) and will govern the notes.

Trustee
U.S. Bank National Association.

S-4
Table of Contents
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:

·
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;

·
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;

·
budget uncertainty, affordability initiatives or the risk of future budget cuts;

·
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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·
planned production rates for significant programs; compliance with stringent performance and reliability standards; materials availability;

·
the performance and financial viability of key suppliers, teammates, joint ventures, joint venture partners, subcontractors and customers;

·
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);

·
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);

·
our success expanding into and doing business in adjacent markets and internationally and the differing risks posed by international sales;

·
changes in foreign national priorities and foreign government budgets;

·
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;

·
the timing and customer acceptance of product deliveries;

·
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;

·
the impact of cyber or other security threats or other disruptions to our businesses;

·
our ability to implement and continue, and the timing and impact of, capitalization changes such as share repurchases and dividend

payments;

·
our ability to recover costs under U.S. Government contracts and changes in contract mix;

·
the accuracy of our estimates and projections;

S-5
Table of Contents
·
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;

·
the successful operation of joint ventures that we do not control and our ability to recover our investments;

·
realizing the anticipated benefits of acquisitions or divestitures, joint ventures, teaming arrangements or internal reorganizations;

·
our efforts to increase the efficiency of our operations and improve the affordability of our products and services;

·
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;

·
the availability and adequacy of our insurance and indemnities;

·
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;

·
our ability to benefit fully from or adequately protect our intellectual property rights;

·
the effect of changes in accounting, taxation, or export laws, regulations, and policies and their interpretation or application; and

·
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.
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
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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
Table of Contents
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
Table of Contents
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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
Table of Contents
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.

March 29, 2020

Actual
As Adjusted

(unaudited; in millions)

Cash and cash equivalents

$ 1,988
$
1,988

Current debt:

2020 notes

$ 1,250
$
5191

Total current portion of debt

$ 1,250
$
5191

Long-term debt, net:

2030 notes offered hereby

--

396*
2050 notes offered hereby

--

735*
2021 notes

$
900
$
5002

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
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Table of Contents
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.

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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.
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.
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424B5
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

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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.
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