Lockheed Martin Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$LMT
Military/Government/Technical
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | |||||||||
| of incorporation) | Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(301 ) 897-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 11, 2024, Lockheed Martin Corporation (the “Company”) completed the issuance and sale of a total of $1,000,000,000 of senior unsecured notes, consisting of $600,000,000 aggregate principal amount of 4.700% Notes due 2031 (the “2031 Notes”) and an additional $400,000,000 aggregate principal amount of 5.200% Notes due 2055 (the “2055 Notes” and, together with the 2031 Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated December 4, 2024, among the Company and Wells Fargo Securities, LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. The Notes were sold in a public offering pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-271325) and the base prospectus included in that registration statement, as supplemented by the final prospectus supplement, dated December 4, 2024, as filed with the Securities and Exchange Commission (“SEC”) on December 5, 2024 (the “Final Prospectus Supplement”).
The 2031 Notes mature on December 15, 2031 and the 2055 Notes mature on February 15, 2055. The Company will pay interest on the 2031 Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2025. The Company will pay interest on the 2055 Notes semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2025. The Company may, at its option, redeem the Notes of either series in whole or in part at any time at the redemption prices described in the Final Prospectus Supplement and the applicable Note.
The Notes were issued under the indenture, dated as of April 18, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2055 Notes were issued as additional notes under the Indenture pursuant to which the Company previously issued $650,000,000 aggregate principal amount of 5.200% Notes due February 15, 2055 (the “initial 2055 notes”). The 2055 Notes have the same terms as the initial 2055 notes other than the date of issuance and the issue price, are treated as a single series of securities with the initial 2055 notes under the Indenture, are fungible with the initial 2055 notes for U.S. federal income tax purposes, have the same CUSIP number as the initial 2055 notes and are traded interchangeably with the initial 2055 notes.
A copy of the Indenture was previously filed as Exhibit 4.1 to the Company’s registration statement on Form S-3 (File No. 333-271325) filed with the SEC on April 18, 2023.
The Company intends to use the net proceeds from the offering of the Notes for general corporate purposes, including pension funding.
A copy of the Underwriting Agreement and the forms of Notes are filed as exhibits to this report and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
1.1 | ||||||||
4.1 | ||||||||
4.2 | ||||||||
5.1 | ||||||||
23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lockheed Martin Corporation | |||||||||||
| (Registrant) | |||||||||||
| Date: December 11, 2024 | By: | /s/ John E. Stevens | |||||||||
John E. Stevens | |||||||||||
| Vice President and Associate General Counsel | |||||||||||