Obligation Lockheed-Martin 6.15% ( US539830AR02 ) en USD

Lockheed-Martin

108.272 % ▼

Etas-Unis

US539830AR02 ( en USD )

6.15% par an ( paiement semestriel )

01/09/2036

Prospectus brochure de l'obligation Lockheed Martin US539830AR02 en USD 6.15%, échéance 01/09/2036

1 000 USD

1 079 230 000 USD

539830AR0

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

01/09/2025 ( Dans 86 jours )

Lockheed Martin est une entreprise aérospatiale et de défense américaine majeure, impliquée dans la conception, le développement, la fabrication, l'intégration et la maintenance de systèmes et technologies avancés pour l'aérospatiale, la défense et la sécurité.

L'Obligation émise par Lockheed-Martin ( Etas-Unis ) , en USD, avec le code ISIN US539830AR02, paye un coupon de 6.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2036

L'Obligation émise par Lockheed-Martin ( Etas-Unis ) , en USD, avec le code ISIN US539830AR02, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Lockheed-Martin ( Etas-Unis ) , en USD, avec le code ISIN US539830AR02, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B1 1 d424b1.htm 424(B)(1)
Table of Contents
Filed Pursuant to Rule 424(b)(1)
Registration No. 333-138352

LOCKHEED MARTIN CORPORATION
Offer to Exchange up to $1,079,230,000 in Principal Amount of 6.15% Notes due 2036, Series B, that have been registered under the
Securities Act of 1933
for
any and all outstanding 6.15% Notes due 2036, that have not been registered under the Securities Act of 1933
The Exchange Offer

·
Lockheed Martin Corporation will exchange all of its 6.15% Notes due 2036, which we refer to as the old notes, that are validly

tendered and not validly withdrawn for an equal amount of 6.15% Notes due 2036, Series B, which we refer to as the new
notes, that are freely tradable in integral multiples of $1000.

·
We issued the outstanding old notes on August 30, 2006, in a transaction not requiring registration under the Securities Act of

1933, as amended. We are offering you new notes in order to satisfy certain of our obligations under the registration rights
agreement entered into in connection with that transaction.

·
The exchange offer will expire at 5:00 p.m., New York City time, on December 18, 2006, unless extended by us.

·
All old notes validly tendered and not validly withdrawn pursuant to the exchange offer will be exchanged. For each old note

validly tendered and not validly withdrawn pursuant to the exchange offer, the holder will receive a new note having a principal
amount equal to that of the tendered old note.

·
Tenders of old notes may be withdrawn at any time before the expiration date of the exchange offer.

·
We will not receive any proceeds from the exchange offer.

·
The exchange of the old notes for the new notes in the exchange offer will not be a taxable event for U.S. federal income tax

purposes.
The New Notes

·
The terms of the new notes are substantially identical to the old notes, except that the new notes have been registered under the

Securities Act, and the transfer restrictions and exchange offer provisions relating to the old notes do not apply to the new
notes.

·
The new notes will mature on September 1, 2036. The new notes will bear interest at the rate of 6.15% per annum. We will pay

interest on the new notes on March 1 and September 1 of each year, beginning March 1, 2007.

·
The new notes will be our direct, unsecured and unsubordinated obligations and will rank equally in right of payment with all

of our other existing and future unsecured and unsubordinated obligations. See "Description of the New Notes--Ranking."

·
The new notes will be redeemable at the redemption price described under "Description of the New Notes--Optional

Redemption."

·
The new notes will not be listed on any national securities exchange or automated dealer quotation system and currently, there

is no established public trading market for the new notes.
For a discussion of factors you should consider before you decide to participate in the exchange offer, see " Risk Factors"
beginning on page 6.
We are not asking you for a proxy, and you are requested not to send us a proxy.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
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securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 17, 2006
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Table of Contents
TABLE OF CONTENTS

Where You Can Find More Information About Us

i
Summary

1
Risk Factors

6
Forward Looking Statements

12
Ratio of Earnings to Fixed Charges

13
Use of Proceeds

13
The Exchange Offer

14
Description of the New Notes

23
U.S. Federal Income Tax Considerations

31
Plan of Distribution

31
Legal Matters

32
Experts

32
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities
Act of 1933, as amended, which we refer to as the Securities Act. This prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes
were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a
period of up to 80 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to
provide you with different information. No person has been authorized to give any information or make any representations in connection with
the exchange offer, other than the information and those representations contained or incorporated by reference in this prospectus or in the
accompanying letter of transmittal. We are not making an offer of these securities in any state or jurisdiction where the offer is not permitted.
You should not assume that the information provided by this prospectus or the documents incorporated by reference herein is accurate as of
any date other than the date of such prospectus or incorporated documents, regardless of the date you receive them.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
In connection with the securities offered by this prospectus, we filed a registration statement on Form S-4 under the Securities Act with
the Securities and Exchange Commission, or SEC. This prospectus, filed as part of the registration statement, does not contain all the
information included in the registration statement and the accompanying exhibits and schedules. For further information with respect to the
notes and us, you should refer to the registration statement and the accompanying exhibits. Statements contained in this prospectus regarding
the contents of any contract or any other documents are not necessarily complete, and you should refer to a copy of the contract or other
document filed as an exhibit to the registration statement, each statement being qualified in all respects by the actual contents of the contract or
other document referred to.
We are subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder, and accordingly file periodic reports, proxy and information statements and other information with the SEC.
Materials we file with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, NW,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings are also
available to the public over the Internet at the SEC's web site at www.sec.gov. In addition, because our common stock is listed on the New
York Stock Exchange, reports and other information concerning us can also be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. Our SEC filings also are available free of charge from our web site at www.lockheedmartin.com.
Information contained on our web site or any other web site is not incorporated into this prospectus and does not constitute a part of this
prospectus.
We are "incorporating by reference" into this prospectus certain information we file with the SEC, which means we are disclosing
important information to you by referring you to those documents. The following documents we filed with the SEC are incorporated into this
prospectus by reference:

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Table of Contents

(1)
our Annual Report on Form 10-K for the year ended December 31, 2005;

(2)
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006; and

(3)
our Current Reports on Form 8-K filed on April 27, 2006, June 27, 2006, August 31, 2006 and November 2, 2006.
All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of the offering are also incorporated by reference in this prospectus. Information incorporated by reference is
considered to be a part of this prospectus, and later information filed with the SEC prior to the termination of the offering will automatically
update and supersede information in this prospectus and in our other filings with the SEC. Information we elect to furnish to but not file with
the SEC in accordance with SEC rules and regulations is not incorporated into this prospectus and does not constitute part of this prospectus.
We will provide without charge upon written or oral request, a copy of any and all of the documents that have been or may be
incorporated by reference, except that exhibits to such documents will not be provided unless they are specifically incorporated by reference
into such documents. Requests for copies of any such document should be directed to:
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Attention: Corporate Secretary
Telephone: (301) 897-6000

If you would like to request documents, in order to ensure timely delivery you must do so at least five business days before the
expiration of the exchange offer period, initially scheduled for 5:00 pm New York City time on December 18, 2006. This means you
must request this information no later than December 11, 2006.

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Table of Contents
SUMMARY
This summary represents a summary of all material terms of the exchange offer and highlights selected information from this
prospectus and is therefore qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference,
in this prospectus. It may not contain all the information that is important to you. We urge you to read carefully this entire prospectus and
the other documents to which it refers to understand fully the terms of the new notes and the exchange offer. As used in this prospectus,
unless otherwise indicated, "Lockheed Martin," "the company," "we," "our" and "us" are used interchangeably to refer to Lockheed
Martin Corporation or to Lockheed Martin Corporation and its consolidated subsidiaries, as appropriate to the context.
Lockheed Martin Corporation
Lockheed Martin Corporation principally researches, designs, develops, manufactures, integrates, operates and sustains advanced
technology systems, products and services. We serve customers in domestic and international defense and civil markets, with our principal
customers being agencies of the U.S. Government. We were formed in 1995 by combining the businesses of Lockheed Corporation and
Martin Marietta Corporation.
In 2005, 85% of our net sales were made to the U.S. Government, either as a prime contractor or as a subcontractor. Our U.S.
Government sales were made to both Department of Defense (DoD) and non-DoD agencies. Sales to foreign governments (including
foreign military sales funded, in whole or in part, by the U.S. Government) amounted to 13% of net sales in 2005, while 2% of our net
sales were made to commercial customers (mainly launch services and satellites).
We operate in five principal business segments. Following is a brief description of the activities of each business segment:
Aeronautics  Engaged in the design, research and development, systems integration, production, sustainment, support and upgrade
of advanced military aircraft and related technologies. Our customers include the military services of the United States and allied countries
throughout the world. Major products and programs include the 5th Generation F-35 Joint Strike Fighter and F-22 air dominance attack
and multi-mission combat aircraft; the F-16 multi-role fighter; the C-130J tactical transport aircraft; the C-5 strategic airlift aircraft; and
support for the F-117 stealth fighter and special mission and reconnaissance aircraft (e.g., P-3 Orion, S-3 Viking and U-2). We also
produce major components for the F-2 fighter and are a co-developer of the C-27J tactical transport aircraft and the T-50 advanced jet
trainer.
Electronic Systems  Engaged in the design, research, development, integration, production and sustainment of high performance
systems for undersea, shipboard, land and airborne applications. Major product lines include: missiles and fire control systems; air and
theater missile defense systems; surface ship and submarine combat systems; anti-submarine and undersea warfare systems; avionics and
ground combat vehicle integration; systems integration and program management for fixed and rotary-wing aircraft systems; radars;
platform integration systems; homeland security systems; surveillance and reconnaissance systems; advanced aviation management
solutions; security and information technology solutions; and simulation and training systems.
Space Systems  Engaged in the design, research, development, engineering and production of satellites, strategic and defensive
missile systems and launch services. The Satellite product line includes both government and commercial satellites. Strategic & Defensive
Missile Systems include airborne and missile defense technologies and fleet ballistic missiles. Launch Services include launches on Atlas,
Proton and Titan launch vehicles, and also include the Space Shuttle's external tank.
Integrated Systems & Solutions  Engaged in the design, research, development, integration and management of net-centric
solutions supporting the command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR) activities
of the DoD, intelligence agencies, other federal agencies and allied countries. IS&S provides technology, full life-cycle support and highly
specialized talent in the areas of software and systems engineering, including expertise in space, air and ground systems. IS&S serves as
our focal point for customers with joint and net-centric operations requiring overarching architectures, horizontal systems integration,
software development and inter-connected capabilities for the gathering, processing, storage and delivery of on-demand information for
mission management, modeling and simulation, and large-scale systems integration. In that role, IS&S operates the Center for Innovation,
a state-of-the-art facility for modeling and simulation.
Information & Technology Services  Engaged in a wide array of information technology (IT), IT-related, and other technology
services to federal agencies and other customers. Major product lines include: IT integration and management; enterprise solutions;
application development, maintenance and consulting for strategic programs for the DoD and civil

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Table of Contents
government agencies; aircraft and engine maintenance and modification services; management, operation, maintenance, training and
logistics support for military, homeland security and civilian systems; launch, mission and analysis services for military, classified and
commercial satellites; engineering, science and information services for NASA; and research, development, engineering and science in
support of nuclear weapons stewardship and naval reactor programs.
Our principal executive offices are located at 6801 Rockledge Drive, Bethesda, Maryland 20817-1877, and our telephone number is
(301) 897-6000. Our website home page on the Internet is www.lockheedmartin.com. We make our website content available for
information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this prospectus.
The Exchange Offer
On August 30, 2006, Lockheed Martin Corporation issued $1,079,230,000 aggregate principal amount of its 6.15% notes due 2036,
or the old notes, in a transaction exempt from registration under the Securities Act. In connection with this transaction, we entered into a
registration rights agreement with the holders of the old notes in which we agreed to commence this exchange offer. Accordingly, you
may exchange your old notes for new notes which have substantially the same terms. We refer to the old notes and the new notes together
as the notes. The following is a summary of the exchange offer. For a more complete description of the terms of the exchange offer, see
"The Exchange Offer" in this prospectus.

Securities Offered
$1,079,230,000 aggregate principal amount of our 6.15% Notes due 2036,
Series B, registered under the Securities Act. The terms of the new notes offered
in the exchange offer are substantially identical to those of the old notes, except
that the transfer restrictions, exchange offer provisions and related additional
interest provisions relating to the old notes do not apply to the new notes.
The Exchange Offer
We are offering new notes in exchange for a like principal amount of our old
notes. We are offering these new notes to satisfy our obligations under a
registration rights agreement which we entered into with the initial holders of
the old notes. You may tender your outstanding notes for exchange by
following the procedures described under the heading "The Exchange Offer."
The exchange offer is not subject to any federal or state regulatory requirements
other than securities laws.
Expiration Date; Tenders; Withdrawal
The exchange offer will expire at 5:00 p.m., New York City time, December 18,
2006, unless we extend it. You may withdraw any old notes that you tender for
exchange at any time prior to the expiration date of the exchange offer. We will
accept any and all old notes validly tendered and not validly withdrawn on or
before the expiration date. See "The Exchange Offer--Procedures for
Tendering Old Notes" and "--Withdrawal of Tenders of Old Notes" for a more
complete description of the tender and withdrawal period.
United States Federal Income Tax Considerations
Your exchange of old notes for new notes to be issued in the exchange offer will
not result in any gain or loss to you for United States federal income tax
purposes. See "U.S. Federal Income Tax Considerations" for a summary of
United States federal income tax consequences associated with the exchange of
old notes for new notes.
Use of Proceeds
We will not receive any cash proceeds from the exchange offer.
Exchange Agent
The Bank of New York. The address and telephone number of the exchange
agent for the exchange offer are set forth in the section entitled "The Exchange
Offer--Exchange Agent" of this prospectus.
Shelf Registration
If applicable interpretations of the staff of the SEC do not permit us to effect the
exchange offer, or upon the request of holders of old notes under certain
circumstances, we will be required to file, and use our best efforts to cause to
become effective, a shelf registration statement under the Securities Act which
would cover resales of old notes. See "Description of the New Notes--
Registration Rights."

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Table of Contents
Consequences of Your Failure to Exchange Your Old
Old notes that are not exchanged in the exchange offer will continue to be
Notes
subject to the restrictions on transfer that are described in the legend on the old
notes. In general, you may offer or sell your old notes only if they are registered
under, or offered or sold under an exemption from, the Securities Act and
applicable state securities laws. We do not currently intend to register the old
notes under the Securities Act (except as discussed in the next sentence).
Following consummation of the exchange offer, we will not be required to
register under the Securities Act any old notes that remain outstanding except in
the limited circumstances in which we are obligated to file a shelf registration
statement for certain holders of old notes not eligible to participate in the
exchange offer pursuant to the registration rights agreement. If your old notes
are not tendered and accepted in the exchange offer, it may become more
difficult for you to sell or transfer your old notes. See "Description of the New
Notes--Registration Rights."
Consequences of Exchanging Your Old Notes; Who
Based on interpretations of the staff of the SEC, we believe that you will be
May Participate in the Exchange Offer
allowed to resell the new notes that we issue in the exchange offer without
complying with the registration and prospectus delivery requirements of the
Securities Act if:
· you are acquiring the new notes in the ordinary course of your business;
· you are not participating in and do not intend to participate in a

distribution of the new notes;
· you have no arrangement or understanding with any person to participate

in a distribution of the new notes; and
· you are not one of our "affiliates," as defined in Rule 405 under the

Securities Act.
If any of these conditions are not satisfied, you will not be eligible to participate
in the exchange offer, you should not rely on the interpretations of the staff of
the SEC in connection with the exchange offer and you must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with the resale of your notes.
If you are a broker-dealer and you will receive new notes for your own account
in exchange for old notes that you acquired as a result of market-making
activities or other trading activities, you will be required to acknowledge that
you will deliver a prospectus in connection with any resale of the new notes.
See "Plan of Distribution" for a description of the prospectus delivery
obligations of broker-dealers in the exchange offer.

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Table of Contents
Conditions of the Exchange Offer
Notwithstanding any other term of the exchange offer, or any extension of the
exchange offer, we do not have to accept for exchange, or exchange new notes
for, any old notes, and we may terminate the exchange offer before acceptance
of the old notes, if in our reasonable judgment:
· the exchange offer would violate applicable law or any applicable

interpretation of the staff of the SEC; or
· any action or proceeding has been instituted or threatened in any court or
by any governmental agency that might materially impair our ability to
proceed with the exchange offer or, in any such action or proceeding, any

material adverse development has occurred with respect to us; or
· we have not obtained any governmental approval which we deem

necessary for the consummation of the exchange offer.
The New Notes
The summary below describes the principal terms of the new notes. Certain of the terms and conditions described below are subject
to important limitations and exceptions. The "Description of the New Notes" section of this prospectus contains a more detailed
description of the terms and conditions of the new notes. The term "notes" includes the rollover notes as well as the old notes and the new
notes.

Issuer
Lockheed Martin Corporation.
Securities
$1,079,230,000 aggregate principal amount of 6.15% Notes due 2036, Series B.
Maturity Date
September 1, 2036.
Interest Rate
6.15% per annum.
Interest Payment Dates
Semi-annually on March 1 and September 1 of each year. Interest on the new notes will
accrue from the last interest payment date on which interest was paid on the old notes
surrendered in exchange therefor or if no interest has been paid on the old notes, from August
30, 2006, the date of the old notes' original issuance.
Ranking
The new notes will be our direct, unsecured and unsubordinated obligations and will rank
equally in right of payment with all of our other existing and future unsecured and
unsubordinated indebtedness. The new notes will be effectively subordinated to existing and
future indebtedness and other liabilities of our subsidiaries and to any of our existing and
future secured indebtedness.
Optional Redemption
We may redeem the new notes at any time at our option, in whole or in part, at a redemption
price equal to 100% of the principal amount plus a "make-whole" premium. See "Description
of the New Notes--Optional Redemption."
Covenants
The indenture governing the new notes contains covenants comparable to those applicable to
the old notes restricting our ability, with certain exceptions, to:
· incur debt secured by liens;
· engage in sale/leaseback transactions; and
· merge or consolidate with another entity, or sell substantially all of our assets to another

person.
See "Description of the New Notes--Certain Covenants."

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Table of Contents
Events of Default
For a discussion of events that will permit acceleration of the payment of the principal of and
accrued interest on the new notes, see "Description of the New Notes--Events of Default."
Listing
We do not intend to list the new notes on any securities exchange.
Governing Law
The new notes and the indenture will be governed by, and construed in accordance with, the
laws of the State of Maryland.
Book-Entry Depository
DTC
Trustee
The Bank of New York
Additional Issues
At any time after the settlement of the exchange offer we may "reopen" the series of new
notes and issue an unlimited principal amount of additional new notes without the consent of
the holders, provided that holders of new notes (and any notes issued in exchange therefor)
outstanding prior to the issuance of the additional new notes will be subject to U.S. federal
income tax in the same amounts, in the same manner and at the same times as would have
been the case if such additional new notes had not been issued. Any of these additional new
notes may be issued by us for less consideration than we will receive for new notes in the
exchange offer.
Risk Factors
You should read "Risk Factors" for important information regarding the new notes and us.
Ratio of Earnings to Fixed Charges
We have presented in the table below our historical consolidated ratio of earnings to fixed charges for the periods shown.

Fiscal Year

Nine Months Ended September 30

2005
2004
2003
2002
2001
2006

2005
Ratio of earnings to fixed charges

7.3
4.6
3.8
1.9
1.3
9.0

6.8
Our computation of the ratio of earnings to fixed charges includes our consolidated subsidiaries and companies in which we own at
least 20% but less than or equal to 50% of the equity. "Earnings" are determined by adding "total fixed charges," excluding interest
capitalized, to earnings from continuing operations before income taxes, eliminating equity in undistributed earnings and adding back
losses of companies in which we own at least 20% but less than or equal to 50% of the equity. "Total fixed charges" consists of interest on
all indebtedness, amortization of debt discount or premium, interest capitalized and an interest factor attributable to rents.

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