1997

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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                _______________

                                   Form 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997  Commission file number 1-11437

                             [LOCKHEED MARTIN LOGO]

                          LOCKHEED MARTIN CORPORATION
             (Exact name of registrant as specified in its charter) 
                                _______________

              Maryland                                         52-1893632
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                        Identification No.)

                                _______________

      6801 Rockledge Drive, Bethesda, Maryland  20817-1877 (301/897-6000)
         (Address and telephone number of principal executive offices) 
                                _______________

          Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange
          Title of Each Class                   on which registered
          -------------------                  ---------------------

 
 
          Common Stock, $1 par value           New York Stock Exchange, Inc.
 
          Securities registered pursuant to Section 12(g) of the Act:

                                      None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.  Yes  [x]    No  [ ]

Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 or Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K  [ ]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant.  Approximately $20,230,000,000 as of January 31, 1998.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.  Common Stock, $1 par value,
194,701,640 shares outstanding as of January 31, 1998.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of Lockheed Martin Corporation's 1997 Annual Report to Shareholders
are incorporated by reference in Parts I, II and IV of this Form 10-K.
Portions of Lockheed Martin Corporation's 1998 Definitive Proxy Statement are
incorporated by reference in Part III of this Form 10-K.

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PART I

ITEM 1.  BUSINESS

GENERAL

  Lockheed Martin Corporation ("Lockheed Martin" or the "Corporation") was
incorporated in Maryland on August 29, 1994 to effect the combination (the
"Combination") of the businesses of Martin Marietta Corporation and Lockheed
Corporation.  The Combination was consummated on March 15, 1995.  Lockheed
Martin is a highly diversified global enterprise principally engaged in the
conception, research, design, development, manufacture, integration and 
operation of advanced technology products and services.

NORTHROP GRUMMAN TRANSACTION

  On July 2, 1997, Lockheed Martin and Northrop Grumman Corporation ("Northrop
Grumman") entered into an Agreement and Plan of Merger which was amended on
September 29, 1997 (as so amended, the "Agreement").  The Agreement provides for
the merger (the "Merger") of a wholly-owned subsidiary of Lockheed Martin with
and into Northrop Grumman, with Northrop Grumman surviving as a wholly-owned
subsidiary of Lockheed Martin.

  Pursuant to the Agreement, each share of common stock, par value $1.00 per
share, of Northrop Grumman ("Northrop Grumman Common Stock") 

 
outstanding immediately prior to the Effective Time (as defined in the
Agreement) of the Merger (other than shares held in Northrop Grumman's treasury)
will be converted into the right to receive 1.1923 shares of Lockheed Martin
common stock, par value $1.00 per share ("Lockheed Martin Common Stock"). No
fractional shares will be issued and cash, without interest, will be paid in
lieu thereof. As of the Effective Time, all shares of Northrop Grumman Common
Stock issued and outstanding immediately prior to the Effective Time will no
longer be outstanding and will be automatically canceled and retired and will
cease to exist. Each holder of a certificate or certificates which immediately
prior to the Effective Time represented outstanding shares of Northrop Grumman
Common Stock will cease to have any rights with respect thereto, except the
right upon surrender of such certificate to (i) receive certificate(s)
representing the number of whole shares of Lockheed Martin Common Stock into
which such shares of Northrop Grumman Common Stock have been converted and (ii)
any cash, without interest, to be paid in lieu of any fractional share of
Lockheed Martin Common Stock.

  On or about January 24, 1998, Lockheed Martin and Northrop Grumman mailed to
their respective stockholders a Joint Proxy Statement/Prospectus relating to
special meetings of stockholders of each of Lockheed Martin and Northrop Grumman
which were held on 

                                      -2-

 
Thursday, February 26, 1998 (the "Special Meetings"). At the Special Meetings,
the stockholders of Lockheed Martin approved the issuance of shares of Lockheed
Martin Common Stock to the stockholders of Northrop Grumman in connection with
the Merger and Northrop Grumman's stockholders approved the Merger. Lockheed
Martin's stockholders also approved an unrelated proposal increasing the number
of shares of Common Stock authorized by Lockheed Martin's Charter. On March 9,
1998, the Corporation announced that it had been informed by the Department of
Justice (DOJ) that the DOJ was fundamentally opposed to the Merger. The
Corporation also announced on that date that it had committed to the DOJ not to
close the transaction before April 24, 1998, and to develop and submit a
proposal to the DOJ by April 8, 1998 designed to address the DOJ's antitrust
concerns while preserving the expected benefits and efficiencies of the
transaction to the Corporation and its stockholders, customers, employees and
suppliers. On March 12, 1998, the DOJ informed the Corporation that it found
this commitment unacceptable and demanded that the Corporation agree, at a
minimum, to certain substantial divestitures or the DOJ will proceed to court.
The DOJ stated that the agency expected a response by March 16,
1998. On March 13, 1998, the Corporation responded to the DOJ by letter and on
the morning of March 16, 1998 representatives of the Corporation and
representatives of Northrop Grumman met with representatives of the DOJ and
Department of Defense (DOD) and discussed the results of the Corporation's
efforts to date. The discussion included a description of the magnitude of
divestitures that the Corporation is willing to make to resolve the horizontal
and organizational conflict of interest issues raised by the DOJ and DOD. In
addition, the nature of a consent order that the Corporation would be willing to
enter to address the foreclosure issues posited by the DOJ and DOD to arise from
the vertical aspects of the combination was described. At the meeting, the
Corporation made clear to the Government that the Corporation is continuing to
work on its proposal but that the Corporation has not yet found an economically
viable way to make divestitures of the scope and magnitude set forth in the
DOJ's March 12, 1998 letter as the agency's minimum demand. In the early evening
of March 16, 1998, the DOJ sent the Corporation another letter restating the
demands of its March 12 letter and demanding an immediate response. The
Corporation responded by letter on March 17, 1998 in which the Corporation
restated its commitments of March 9 as well as the information conveyed in the
meeting of March 16. Later on March 17, the Corporation was informed by a
representative of the DOJ that, as a result of the Corporation's failure to
agree to the substantial divestitures set forth in the DOJ's March 12 letter as
the agency's minimum demand, the DOJ might proceed to court later that day or on
March 18, 1998. On March 18, the Corporation was informed by a representative of
the DOJ that the agency would not file suit on that date. The representative did
not address if or when suit might be filed.

                                      -3-

 
  For additional information regarding the Northrop Grumman Transaction, please
see the Joint Proxy Statement/Prospectus contained in the Registration Statement
on Form S-4 (Reg. No. 333-44671) filed with the Securities and Exchange
Commission on January 22, 1998.

BUSINESSES

  The Corporation conducts its principal businesses through five major operating
sectors:  Space & Strategic Missiles; Electronics; Information & Services;
Aeronautics; and Energy & Environment.  See "Business - Additional Activities
and Business Segment Reporting" on page 13.

Space & Strategic Missiles Sector
- ---------------------------------

  The Space & Strategic Missiles Sector's activities include the design,
development, engineering and production of civil, commercial and military space
systems, including:  spacecraft, space launch vehicles, manned space systems and
their supporting ground systems and services; telecommunications systems and
services; strategic fleet ballistic missiles; and defensive missiles.

  Major programs of the Space & Strategic Missiles Sector include the Titan
family of launch vehicles including the Titan IV expendable launch vehicle, the
Trident II submarine launched fleet ballistic 

                                      -4-

 
missile, the MILSTAR communications satellite and the Atlas expendable launch
vehicle. In addition, a substantial amount of the Space & Strategic Missiles
Sector's activities are classified.

  In 1998, the Sector anticipates that an increased amount of its sales will be
derived from international launch services using the Proton D-1-e launch
vehicle.  Lockheed Martin provides the launch services through the Lockheed
Khrunichev Energia International, Inc. joint venture with two Russian aerospace
companies.  Lockheed Martin was one of two companies awarded development
contracts for the U.S. Air Force's Evolved Expendable Launch Vehicle (EELV).
The Air Force envisions that the EELV will replace existing Delta, Atlas and
Titan space launch vehicles for use in launching government and commercial
payloads.

  Net sales by the Sector represented 29.6% of the Corporation's total net sales
in 1997.  Net sales to the United States Government, excluding Foreign Military
Sales, represented 77.9% of the Sector's net sales in 1997.

Electronics Sector
- ------------------

  The Electronics Sector's activities primarily relate to the design,
development, engineering and production of high performance electronic systems
for undersea, shipboard, land-, airborne- and 

                                      -5-

 
space-based applications. Major business elements include: Naval Systems;
Missiles and Air Defense; Aerospace Electronics; and Platform Integration. The
Naval Systems element serves customers world-wide with major lines of business
in surface ship and submarine combat systems, missile launching systems, anti-
submarine warfare systems, and navigation systems. The Air Defense and Missiles
element produces air defense systems; tactical battlefield missiles; and
precision guided weapons and munitions. The Aerospace Electronics element
manufactures major electronics subsystems such as: aircraft controls; 
electronic-warfare; electro-optic and night vision; radar; displays; and 
computers for the military and commercial aerospace market. The Platform
Integration element performs systems integration of mission specific combat
suites for both fixed and rotary wing aircraft and postal automation.

  The Corporation is the prime contractor for the U.S. Navy's AEGIS fleet air
defense system, including the Vertical Launch System, and for the development
and integration of the EH-101 Merlin helicopter's anti-submarine warfare system
for the United Kingdom's Ministry of Defence.  In addition, the Sector is the
prime contractor for the Multiple Launch Rocket System, the U.S. Army's general
support fire power system, and the U.S. Air Force and Navy LANTIRN targeting and
navigation system.  The Sector also produces the Target Acquisition 

                                      -6-

 
Designation Sight / Pilot Night Vision Sensor. In 1998, the Sector anticipates
that an increased percentage of its revenues will be derived from the Army
Tactical Missile System.

  The Electronics Sector also manufactures and installs bar code readers and
sorters for the U.S. Postal Service and international postal services.  In 1997,
the Sector was awarded 25 domestic and international postal contracts to provide
advanced recognition, automation, material handling and information management
systems.  In addition, the Electronics Sector was awarded contracts for the
production of four AEGIS weapon systems for the Spanish Navy and, through the
Lockheed Martin/Tenix joint venture, for the development and production of the
Jindalee Operational Radar Network, a wide-area surveillance system of over-the-
horizon radars in Australia.

  Net sales by the Electronics Sector represented 25.2% of the Corporation's
total net sales in 1997.  Net sales to the United States Government, excluding
Foreign Military Sales, represented 68.5% of the Sector's net sales in 1997.

Information & Services Sector
- -----------------------------

  The Information & Services Sector consists of four major lines of business:
systems integration and command, control, communications, computer and
intelligence (C4I) systems; federal technology services; 

                                      -7-

 
state and municipal systems support services; and commercial systems and
products. The Sector's activities include the development, integration and
operation of large, complex information systems, including satellite command and
control systems, simulation and training systems, and nationally critical
intelligence systems. The Sector provides federal government, civil and military
customers with engineering, scientific, management, technical and information
technology support. Services to state and local government customers include
systems development, integration and operational support in the areas of welfare
reform, municipal services, children and family services, transportation, and
telecommunications. Commercial systems businesses include information technology
services, computer peripheral products, real-time 3-D graphics products and
enterprise data management software. The Sector also provides Lockheed Martin
companies with internal information systems support.

  Through its Technology Services Group, the Information & Services Sector
provides a wide array of science and engineering, information management,
operation and maintenance, logistics, assembly and test and installation
services to governmental agencies and prime contractors.  The Sector is
upgrading the U.S. National Air Traffic Control System through replacement of
display systems at 20 Federal Aviation Administration (FAA) Air Route Traffic
Control Centers. The Sector is currently completing

                                      -8-

 
the New En Route Centre for the United Kingdom. In addition, the Sector
performs a substantial amount of classified work. In November 1997, the
Corporation divested its Access Graphics business.

  In 1997, the Sector was awarded a 10-year contract to provide engineering
services in support of the FAA's modernization of the nation's air traffic
control system, a contract to provide information systems development and
maintenance to the United States Patent and Trademark Office and two contracts
to support the Environmental Protection Agency's computing and
telecommunications requirements. The United Kingdom National Air Traffic
Services selected Sky Solutions Ltd. as preferred bidder for the New Scottish
Centre, a major new air traffic control facility to be built at Prestwick,
Scotland. Sky Solutions is owned by the Corporation and Bovis Ltd. The Sector is
performing contracts under which it provides information technology services and
support for commercial and federal government customers, such as the Department
of Housing and Urban Development and the Social Security Administration.
Lockheed Martin was also selected as the North American Numbering Plan
Administrator and signed four Local Number Portability Contracts to develop and
operate a system to allow telephone customers to switch local service providers
while keeping their existing telephone numbers.

                                      -9-

 
  Net sales by the Information & Services Sector represented 23.0% of Lockheed
Martin's total net sales in 1997.  Net sales to the United States Government,
excluding Foreign Military Sales, represented 62.6% of the Sector's net sales in
1997.

Aeronautics Sector
- ------------------

  The Aeronautics Sector operates in the following primary lines of business;
tactical aircraft, airlift, surveillance/command,
maintenance/modification/logistics, reconnaissance and advanced development
programs.  Programs include the F-22 air-superiority fighter, Joint Strike
Fighter, F-16 multirole fighter, C-130J tanker/transport, X-33 reusable launch
vehicle technology demonstrator, DarkStar reconnaissance vehicle, Airborne Early
Warning & Control systems, Contractor Logistics Support and a variety of
maintenance and modification programs for aircraft such as U.S. Navy P-3s and
U.S. Air Force KC-10s, as well as the Big Safari modification program for
special operations forces.  The Aeronautics Sector is composed of four Operating
Companies: Aeronautical Systems, Aircraft & Logistics Center, Skunk Works, and
Tactical Aircraft Systems.

  The Sector's largest programs include serving as the prime contractor on the
F-16 "Fighting Falcon" fighter aircraft, leading the team responsible for the
Air Force's F-22 air-superiority fighter 

                                      -10-

 
program that achieved first flight in 1997 and manufacturing the C-130 series
airlift aircraft. The Corporation also provides sustaining engineering,
modifications and upgrading for existing aircraft, including the F-117 fighter
bomber, the U-2 reconnaissance aircraft, and earlier model C130s. Through the
Skunk Works and other operating units, the Aeronautics Sector performs a
substantial amount of classified work. The Sector anticipates an increased
percentage of its revenues in 1998 will result from the joint Japan/U.S.
production of the F-2 aircraft.

  In 1997, the Corporation completed a critical design review of the X-33
single-stage-to-orbit reusable launch vehicle technology demonstrator, the next
generation of space shuttle, providing go-ahead for assembly of the subscale
prototype.  The Corporation also began fabrication of two concept demonstration
aircraft and entered teaming agreements with Northrop Grumman and British
Aerospace in connection with the Joint Strike Fighter (JSF) Program. JSF Program
tasks include the design, development, construction and flight test of a full-
scale demonstration aircraft.  In November 1997, the Sector's thrust reverser
business was divested.

  Net sales by the Aeronautics Sector represented 21.5% of the Corporation's
total net sales in 1997.  Net sales to the United States 

                                      -11-

 
Government, excluding Foreign Military Sales, represented 48.2% of the Sector's
net sales in 1997.

Energy & Environment Sector
- ---------------------------

  The Energy & Environment Sector's activities primarily focus on the management
of various U.S. Department of Energy (DOE) facilities, environmental management
and remediation, and enrichment services.  The Corporation is the largest
management and operations contractor within the DOE's system of laboratories,
managing energy research and defense programs at, among other facilities, the
Sandia National Laboratories, the Idaho National Engineering and Environmental
Laboratory and the Oak Ridge National Laboratory.  These contractual
arrangements provide for the Corporation to be reimbursed for the cost of
operations and receive a fee for performing management services.  Only the
management fees are reflected within Lockheed Martin's net sales and earnings.
The Corporation is one of two competitors for the DOE's Tank Waste Remediation
System-Privatization program.

  Net sales by the Sector represented less than 1% of the Corporation's total
net sales in 1997.  Net sales to the United States Government represented 81.2%
of the Sector's net sales in 1997.

                                      -12-

 
Additional Activities and Business Segment Reporting
- ----------------------------------------------------

  In addition to the above activities, Lockheed Martin has real estate
subsidiaries in Florida and Maryland; runs research laboratories; owns
approximately a 20% interest in Loral Space & Communications, Ltd., a public
company; owns approximately a 34% interest in L-3 Communications Corporation, a
company formed in 1997 in connection with the repositioning of 10 of the
Corporation's business units, is a joint venturer with Boeing in United Space
Alliance and carries on other miscellaneous activities.

  For business segment reporting in the Corporation's consolidated financial
statements, the Space & Strategic Missiles, Electronics, Information & Services
and Aeronautics Sectors each comprise reportable business segments.  The Energy
& Environment Sector, together with the additional activities described in the
preceding paragraph, are reported as Energy and Other and represent the balance
of the Corporation's revenues.

  The Corporation's principal executive offices are located at 6801 Rockledge
Drive, Bethesda, Maryland 20817.  The telephone number of the Corporation is
(301) 897-6000.

                                      -13-

 
COMPETITION AND RISK

  Lockheed Martin's sales to the U.S. Government, excluding Foreign Military
Sales, amounted to 65.5% of net sales for the year ended December 31, 1997.
Sales to foreign governments comprised 17.3% of net sales for fiscal year 1997
and approximately 17.2% of net sales were to commercial customers (of which
21.3% were to international customers).

  Lockheed Martin encounters extensive competition in all of its lines of
business with numerous other contractors on the basis of price, as well as
technical and managerial capability.  The on-going consolidation of the United
States defense industry has intensified this competition as competitors are now
generally larger and more capable.  At the same time, the number of contracts
awarded has decreased.  In some instances, for example, the ongoing competition
for the Joint Strike Fighter, winning the competition may be a significant
determinant of whether the competitors are able to remain in that line of
business.  In addition, the decrease in the number of contracts awarded and
intensified competition for those contracts that are awarded increasingly
requires the Corporation to generate working capital and invest in fixed assets
in order to maintain and/or expand its government business.

                                      -14-

 
  More generally, the aerospace and defense business involves rapidly advancing
technologies and is subject to many uncertainties including, but not limited to,
those resulting from changes in federal budget priorities, particularly the size
and scope of the defense budget, and dependence on Congressional appropriations.
Substantial efforts are undertaken continually on a long-term basis in order to
maintain existing levels of business.

  Of the 1997 net sales of the Corporation, 65.5% were made to the United States
Government, either as a prime contractor or as a subcontractor, for which there
is intense competition.  Accordingly, a significant portion of the Corporation's
sales are subject to inherent risks, including uncertainty of economic
conditions, changes in government policies and requirements that may reflect
rapidly changing military and political developments, and the availability of
funds.  Other characteristics of the industry are complexity of designs, the
difficulty of forecasting costs and schedules when bidding on developmental and
highly sophisticated technical work, and the rapidity with which product lines
become obsolete due to technological advances and other factors characteristic
of the industry. Certain risks inherent in the current defense and aerospace
business environment are discussed in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on page 11 through 

                                      -15-

 
page 24 of the Corporation's 1997 Annual Report to Shareholders (the "1997
Annual Report").

  Earnings may vary materially depending upon the types of long-term government
contracts undertaken, the costs incurred in their performance, the achievement
of other performance objectives and the stage of performance at which the right
to receive fees, particularly under incentive and award fee contracts, is
finally determined.

  The Corporation's international business involves additional risks, such as
exposure to currency fluctuations, offset obligations and changes in foreign
economic and political environments.  In addition, international transactions
frequently involve increased financial and legal risks arising from stringent
contractual terms and conditions and widely differing legal systems, customs and
mores in foreign countries.  The Corporation expects that international sales as
a percentage of the overall sales of the Corporation will continue to increase
in future years as a result of, among other things, continuing changes in the
United States defense industry.

  A portion of Lockheed Martin's business includes classified programs that
cannot be specifically discussed, the operating results of which are included in
the Corporation's consolidated financial statements.  The nature of and business
risks associated with 

                                      -16-

 
classified programs do not differ materially from those of the Corporation's
other government programs and products.

PATENTS
  The Corporation owns numerous patents and patent applications, some of which,
together with licenses under patents owned by others, are utilized in its
operations.  While such patents and licenses are, in the aggregate, important to
the operation of the Corporation's business, no existing patent, license or
other similar intellectual property right is of such importance that its loss or
termination would, in the opinion of management, materially affect the
Corporation's business.

RAW MATERIALS AND SEASONALITY

  While certain of the Corporation's businesses require relatively difficult to
obtain raw materials, the Corporation has not experienced significant
difficulties in its ability to obtain raw materials and other supplies needed in
its manufacturing processes, nor does the Corporation expect such difficulties
to arise in the future.  No material portion of the business of the Corporation
is considered to be seasonal.

                                      -17-

 
GOVERNMENT CONTRACTS AND REGULATIONS

  All government contracts and, in general, subcontracts thereunder are subject
to termination in whole or in part at the convenience of the United States
Government as well as for default. Long-term government contracts and related
orders are subject to cancellation if appropriations for subsequent performance
periods become unavailable. Lockheed Martin generally would be entitled to
receive payment for work completed and allowable termination or cancellation
costs if any of its government contracts were to be terminated for convenience.
Upon termination for convenience of cost-reimbursement-type contracts, the
contractor is normally entitled, to the extent of available funding, to
reimbursement of allowable costs plus a portion of the fee.  The amount of the
fee recovered, if any, is related to the proportion of the work accomplished
prior to the termination for convenience and is determined by negotiation.  Upon
termination for convenience of fixed-price-type contracts, the contractor is
normally entitled, to the extent of available funding, to receive the purchase
price for delivered items, reimbursement for allowable costs for work in
process, and an allowance for profit thereon or adjustment for loss if
completion of performance would have resulted in a loss.

  In addition to the right of the United States Government to terminate,
government contracts are conditioned upon the continuing 

                                      -18-

 
availability of Congressional appropriations. Congress usually appropriates
funds on a fiscal-year basis even though contract performance may extend over
many years. Consequently, at the outset of a program, the contract is usually
partially funded, and additional funds are normally only appropriated to the
contract by Congress in future years.

BACKLOG

  Lockheed Martin's total negotiated backlog at December 31, 1997, was $47.1
billion compared with $50.4 billion at the end of 1996.  A portion of the change
in total negotiated backlog between year-end 1996 and 1997 is the impact of
divestitures.  The total negotiated backlog of the Sectors at December 31, 1997
was as follows:  Space & Strategic Missiles - $16.8 billion, Electronics - $9.8
billion, Information & Services - $6.7 billion, and Aeronautics - $13.5 billion.
Unlike the other Sectors, the Energy & Environment Sector is not a reportable
business segment.  The reportable business segment of which Energy & Environment
is part, Energy and Other, had total negotiated backlog at December 31, 1997 of
$0.3 billion.  Of this figure, almost all was attributable to the Energy &
Environment Sector.  These figures are all approximate and include both unfilled
firm orders for the Corporation's products for which funding has been 

                                      -19-

 
authorized and appropriated by the customer (Congress, in the case of
United States Government agencies) and firm orders for which funding has not
been appropriated.

  Backlog information and comparisons thereof as of different dates may not be
accurate indicators of future sales or the ratio of Lockheed Martin's future
sales to the United States Government versus its sales to other customers.

  Of the Corporation's total 1997 year-end backlog, approximately $31.6 billion,
or 67.1%, is not expected to be filled within one year.

ENVIRONMENTAL REGULATION

  Lockheed Martin's operations are subject to and affected by a variety of
federal, state, and local environmental protection laws and regulations.  The
Corporation is involved in environmental responses at certain of its facilities,
former facilities and at certain other sites not owned by the Corporation
(third-party sites) where the Corporation has been designated a "Potentially
Responsible Party" (PRP) by the U.S. Environmental Protection Agency (EPA) or by
a state agency.  At such third-party sites, the EPA or a state agency has
identified the site as requiring removal or remedial action under the federal
"Superfund" and other related federal or state laws governing the remediation of
hazardous materials.  Generally, PRPs that are

                                      -20-

 
ultimately determined to be "responsible parties" are strictly liable for site
clean-ups and usually agree among themselves to share, on an allocated basis, in
the costs and expenses for investigation and remediation of the hazardous
materials. Under existing environmental laws, however, responsible parties are
jointly and severally liable and, therefore, the Corporation is potentially
liable for the full cost of funding such remediation. In the unlikely event that
the Corporation were required to fund the entire cost of such remediation, the
statutory framework provides that the Corporation may pursue rights of
contribution from the other PRPs.

  At third-party sites, the Corporation continues to pursue a course of action
designed to minimize and mitigate its potential liability through assessing the
legal basis for its involvement, including an analysis of such factors as (i)
the amount and nature of materials disposed of by the Corporation, (ii) the
allocation process, if any, used to assign all costs to all involved parties,
and (iii) the scope of the response action that is or may reasonably be
required.  The Corporation also continues to pursue active participation in
steering committees, consent orders and other appropriate and available avenues.
Management believes that this approach should minimize the Corporation's
proportionate share of liability at third-party sites where other PRPs share
liability.

                                      -21-

 
  Although the Corporation's involvement and extent of responsibility varies at
each site, management, after an assessment of each site and consultation with
environmental experts and counsel, has concluded that the probability is remote
that the Corporation's actual or potential liability as a PRP in each or all of
these sites, in combination with the Corporation's actual or potential liability
for environmental responses at its own facilities, will have a material adverse
effect on the Corporation's consolidated financial position or results of
operations.  While the possibility of insurance coverage is considered in the
Corporation's efforts to minimize and mitigate its potential liability, this
possibility is not taken into account in management's assessment of whether it
is likely that its actual or potential liability will have a material adverse
effect on the Corporation's consolidated financial position.

  In addition, Lockheed Martin manages various government-owned facilities on
behalf of the government.  At such facilities, environmental compliance and
remediation costs have historically been the responsibility of the government
and the Corporation relied (and continues to rely with respect to past
practices) upon government funding to pay such costs.  While the government
remains responsible for capital costs associated with environmental compliance,
responsibility for fines and penalties associated with environmental

                                      -22-

 
noncompliance, in certain instances, is being shifted from the government to the
contractor with such fines and penalties no longer constituting allowable costs
under the contracts pursuant to which such facilities are managed.

  Management does not believe that adherence to presently applicable
environmental regulations at its own facilities or in its contract management
capacity at government-owned facilities will have a material adverse effect on
Lockheed Martin's consolidated financial position or results of operations.  For
additional details, see "Legal Proceedings" on page 32 through page 41.  See
also "Note 16 -- Commitments and Contingencies" of the "Notes to Consolidated
Financial Statements" on page 41 through page 42 and "Management's Discussion
and Analysis of Financial Condition and Results of Operations, Environmental
Matters" on page 23 through page 24 of the 1997 Annual Report.

RESEARCH AND DEVELOPMENT

  Lockheed Martin conducts significant research and development activities, both
under contract funding and with Independent Research and Development (IR&D)
funds.  Lockheed Martin expended approximately $1.016 billion in 1997, $1.042
billion in 1996 and $778 million in 1995 using IR&D and bid and proposal funds,
a substantial portion of 

                                      -23-

 
which was included in overhead allocable to United States Government contracts.
A significant portion of the increase in amounts expended in 1997 and 1996 as
compared to 1995 reflects the Corporation's acquisition of Loral Corporation.

  During fiscal year 1997, the Corporation did not undertake the development of
a new product or line of business requiring the investment of a material amount
of the Corporation's total assets, however, the Corporation's launch investment
strategy is requiring increasing investments by the Corporation in the
development and improvement of launch vehicles.

  See "Research and development and similar costs" in "Note 1--Summary of
Significant Accounting Policies" of the "Notes to Consolidated Financial
Statements" on page 32 of the 1997 Annual Report.

EMPLOYEES

  As of December 31, 1997, Lockheed Martin had approximately 173,000 employees,
the majority of whom were located in the United States.  The Corporation has a
continuing need for many skilled and professional personnel in order to meet
contract schedules and obtain new and ongoing orders for its products.
Approximately 33,000 of Lockheed Martin's employees are covered by 120 separate
collective

                                      -24-

 
bargaining agreements with various international and local unions. Management
considers employee relations generally to be good and believes that the
probability is remote that renegotiating these contracts will have a material
adverse effect on its business.

YEAR 2000

  The Corporation is near completion of a thorough assessment of the effect of
Year 2000 issues on its computer systems. The Corporation is also near
completion of the development of plans to resolve those issues identified in the
assessment.  Current plans provide for substantially all of the Corporation's
systems to be Year 2000 compliant by the end of 1999.  Based on information
currently available from the Corporation's internal assessment, management does
not believe that the costs associated with Year 2000 activities over the next
two years will have a material adverse effect on the Corporation's consolidated
results of operations or financial position.

FORWARD LOOKING STATEMENTS - SAFE HARBOR PROVISIONS

  This Annual Report on Form 10-K contains or incorporates by reference
statements which, to the extent that they are not recitations of historical
fact, constitute "forward looking 

                                      -25-

 
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934 (the "Exchange Act"). The words "estimate," "anticipate," "project,"
"intend," "expect," and similar expressions are intended to identify forward
looking statements. All forward looking statements involve risks and
uncertainties, including, without limitation, statements and assumptions with
respect to future revenues, program performance and cash flows, the outcome of
contingencies including litigation and environmental remediation, and
anticipated costs of capital investments and planned dispositions. Readers are
cautioned not to place undue reliance on these forward looking statements which
speak only as of the date of this Annual Report on Form 10-K. The Corporation
does not undertake any obligation to publicly release any revisions to forward
looking statements to reflect events or circumstances or changes in expectations
after the date of this Annual Report on Form 10-K or to reflect the occurrence
of unanticipated events. The forward looking statements in (or incorporated by
reference in) this document are intended to be subject to the safe harbor
protection provided by Sections 27A of the Securities Act and 21E of the
Exchange Act. For a discussion identifying some important factors that could
cause actual results to vary materially from those anticipated in the 

                                      -26-

 
forward looking statements, see the Corporation's Securities and Exchange
Commission filings, including but not limited to, the discussion of "Competition
and Risk" and the discussion of "Government Contracts and Regulations" on pages
14 through 17 and 18 through 19 of this Annual Report on Form 10-K,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 11 through 24 of the 1997 Annual Report, "Note 1 -
Summary of Significant Accounting Policies", "Note 2 - Transaction Agreement
with Northrop Grumman Corporation", and "Note 16 - Commitments and
Contingencies" of the Notes to Consolidated Financial Statements on pages 31
through 32, pages 32 through 33 and 41 through 42, respectively of the
Audited Financial Statements included in the 1997 Annual Report.

                                      -27-

 
ITEM 2.  PROPERTIES

  At December 31, 1997, the Corporation operated in approximately 486 offices,
facilities, manufacturing plants, warehouses, service centers, and laboratories
throughout the United States and internationally.  Of these, the Corporation
owned floor space at approximately 70 locations aggregating approximately 44.6
million square feet.  The Corporation leased space at approximately 416 of its
locations aggregating approximately 25.8 million square feet.  Additionally, the
Corporation manages and/or occupies various government-owned facilities at
Marshall Space Flight Center in Alabama; Livermore, Palmdale, San Diego, Santa
Cruz, Sunnyvale and Vandenberg Air Force Base in California; Cape Canaveral Air
Force Station and Kennedy Space Center in Florida; Marietta, Georgia; Kauai,
Hawaii; Idaho Falls and Scoville, Idaho; the United States Enrichment facilities
at Paducah, Kentucky and Piketon, Ohio; the NASA Michoud Assembly Facility near
New Orleans, Louisiana; Stennis Space Center in Mississippi; Las Vegas, Nevada;
Sandia National Laboratories in New Mexico; Knolls Atomic Power Laboratory at
Niskayuna, New York; the Department of Energy facility at Oak Ridge, Tennessee;
Houston and Ft. Worth, Texas, among others.  The United States Government also
furnishes certain equipment and property used by the Corporation.

                                      -28-

 
  The Corporation owns a corporate office building located in Bethesda, Maryland
in fee simple, and leases corporate office facilities at WestLake Village,
California, Bethesda, Maryland, and Arlington (Crystal City), Virginia.  In
addition, the Corporation owns and leases major office and manufacturing
facilities for various sectors at the following locations, and with
approximately the indicated square footage:
SQUARE FOOTAGE (In Millions) -------------------------------- SECTOR LOCATION OWNED LEASED - ----------------------------- ---------------------------------- --------------- -------------- Space & Strategic Sunnyvale and Palo Missiles Alto, CA 6.3 .7 Waterton and Littleton, CO 4.0 .4 East Windsor, NJ .7 King of Prussia, PA .9 Information & Goodyear, AZ 1.0 Services San Jose, CA .5 Colorado Springs, CO .3 .2 Orlando, FL 1.0 .2 Gaithersburg, MD .5 King of Prussia, PA .5 .6 Reston/Fairfax, VA .9 Aeronautics Ontario, CA .9 Palmdale, CA 2.2 Marietta, GA 1.9 Greenville, SC .8 Ft. Worth, TX .8 .2 Electronics Camden, AK 1.5 Orlando, FL 2.2 .3 Eagan, MN .6 Nashua, NH 2.5 Moorestown, NJ .9 .2 Great Neck, NY 1.4 Johnson City, NY .6
-29-
Owego, NY 1.5 Syracuse, NY 1.5 Akron, OH 2.6 Grand Prairie, TX .4 2.0 Manassas, VA 1.4
The above information excludes facilities associated with the former Access Graphics business unit located in Boulder, Colorado which was divested effective as of November 17, 1997, as well as the facilities owned and leased by L-3 Communications Corporation. Finally, the Corporation owns various large tracts of land which are available for sale or development. The location and approximate size of these large tracts include:
LOCATION ACREAGE ------------------------------------------------- ------------------------------------ 1. Potrero Creek, CA 9100 2. Beaumont Gateway, CA 2800 3. Orlando, FL (under option) 2000 4. Palmdale, CA 650 5. Austin, TX 600
A significant portion of the Corporation's activity is related to engineering and research and development, which is not susceptible to productive capacity analysis. In the area of manufacturing, most of the operations are of a job- order nature, rather than an assembly line process, and productive equipment has multiple uses for multiple products. -30- Management believes that all of the Corporation's major physical facilities are in good condition and are adequate for their intended use. -31- ITEM 3. LEGAL PROCEEDINGS The Corporation is primarily engaged in providing products and services under contracts with the United States Government and, to a lesser degree, under direct foreign sales contracts, some of which are funded by the United States Government. All such contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the United States Government investigate whether the Corporation's operations are being conducted in accordance with these requirements. United States Government investigations of the Corporation, whether relating to these Government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon the Corporation, or could lead to suspension or debarment from future Government contracting. The Corporation is also a party to or has its property subject to various other litigation and proceedings, including matters arising under provisions relating to the protection of the environment (collectively, "proceedings"). As previously reported, on June 7, 1990, Boggs, et al. v. Divested Atomic Energy Corporation, et al., was filed against various defendants including Lockheed Martin Energy Systems ("LMES"). Plaintiffs' request for class certification was granted -32- and the case is pending in the United States District Court for the Eastern District of Ohio. Plaintiffs seek $600 million in compensatory and $600 million in punitive damages based upon allegations that the defendants discharged hazardous substances into the environment. In the event that any damages are awarded in these proceedings, such damages will be allowable costs under contracts between LMES and the Department of Energy ("DOE"). LMES has received a notice of violation from the Tennessee Department of Environmental Quality relating to alleged violations of state hazardous waste management regulations in connection with the company's operations at the DOE complex at Oak Ridge Tennessee. Although the DOE is the principal operator of this complex, LMES has entered into an arrangement with the DOE by which the company takes direct regulatory responsibility for certain day-to-day activities under the company's control at the K-25 and Y-12 facilities within the complex. The state made an initial penalty demand of just under $500,000 in connection with the notice of violation, and the company is in negotiation with the state over the content of the notice as well as the amount of the penalty sought. The District Attorney for Mendocino County, California has notified the Corporation that it has prepared a civil complaint naming the Corporation, M4 Environmental L.P. and a third party for -33- alleged violations of state and county environmental laws at the Retech facility in Ukiah, California. The Retech operations relate to efforts by Lockheed Martin Advanced Environmental Systems to develop technologies for treating mixed radioactive/hazardous wastes generated by DOE facilities. Although none of the District Attorney's allegations implicate radioactive materials, the allegations cover a broad cross-section of conventional environmental laws, including air and water resources, hazardous materials handling, and storage tank issues, as well as alleged violations of California's unfair business practices statute. Negotiations are at the very earliest stages with the District Attorney's office, and while the potential liability of the Corporation, if any, cannot be estimated at this time it could be in excess of $100,000. The Corporation's property in Burbank, California (a former aircraft manufacturing facility) is the subject of a 1991 consent decree with the U.S. Environmental Protection Agency ("EPA") which obligates the Corporation to design and construct facilities to monitor, extract and treat groundwater. A second consent decree is being finalized which will obligate the Corporation to fund the continued operation and maintenance of these facilities through the year 2018. As is common practice, at the time the 1991 consent decree was lodged, the EPA filed a suit with the United States -34- District Court for the Central District of California in order to provide that Court with jurisdiction over the Consent Decree. The Corporation filed an Answer and Counterclaim in March, 1997, in the EPA's suit asserting indemnity/contribution claims against the Government based upon the Government's ownership and operation of the former aircraft manufacturing facility. The same former facility is subject to a cleanup and abatement order from the California Regional Water Quality Board which requires site assessment and action to abate groundwater contamination through a combination of groundwater and soil cleanup and treatment. (See "Note 16 -Commitments and Contingencies" of the "Notes to Consolidated Financial Statements" on page 41 through page 42 of the 1997 Annual Report). On August 1, 1996, the Corporation consummated a settlement with a group of 1,350 residents living in the vicinity of the former facility. The settlement, valued at approximately $67 million, resolved, without litigation, claims of personal injury and property damage asserted by the residents and alleged to be related to environmental contamination stemming from historical operations of the former facility. The Corporation settled the matter for business reasons after a lengthy mediation, without any admission of liability, notwithstanding its continuing position that the former facility does not and has not posed a risk to the community. As the result of publicity surrounding the -35- settlement, the Corporation has been named in two purported federal class action suits and a series of seventeen state actions on behalf of approximately 3,400 individual residents and former residents of Burbank alleging similar claims of personal injury, property damage and fear of future illnesses. As with its remediation activities relating to environmental matters, the Corporation has tendered these matters to its insurance carriers who have provided a defense but are contesting coverage. Following the filing of the lawsuits against the Corporation in connection with its former aircraft manufacturing facility (In re Burbank Environmental Litigation), five similar "copycat" actions were filed against the Corporation in connection with the Corporation's former operations in Redlands, California (e.g., Carrillo v. LMC). More lawsuits are expected in the Redlands area. The Corporation previously reported that Lockheed Martin Electro-Optical Systems was served with two grand jury subpoenas issued by the United States District Court for the Central District of California and two Department of Defense Inspector General's ("DOD IG") subpoenas all relating to the accounting treatment of contract payments received from the Government. The United States Attorney's Office for the Central District of California has advised the Corporation that it has closed its criminal investigation. The Government's civil investigation continues. -36- The Corporation previously reported that Lockheed Martin Electronics and Missiles was served with a DOD IG subpoena in connection with a Government investigation of allegations that the Corporation's proposal for the Paperless LANTIRN Automated Depot contract was defectively priced. The Government has advised the Corporation that this investigation has been closed. As previously reported, on July 11, 1997, the Corporation was served with a grand jury subpoena issued by the United States District Court for the Western District of Tennessee, seeking documents related to the operation of the Milan Army Ammunition Plant. The Corporation has been informed that the subpoena is a continuation of a kickback investigation initiated in January 1994 and previously reported by the Corporation. The Department of Justice has advised the Corporation that it is no longer pursuing a criminal investigation of the Corporation. The Government's civil investigation of the Corporation continues. The Milan Army Ammunition Plant was operated by the Corporation's Armament Systems business which was sold to General Dynamics Corporation effective January 1, 1997. Under the terms of the agreement with General Dynamics, the Corporation retained responsibility for investigations of this type. As previously reported, on July 7, 1995, the Corporation was served with a subpoena issued by the United States District Court for the Eastern District of New York seeking documents relating to -37- a number of programs conducted at Lockheed Martin Tactical Defense Systems - Great Neck. The Corporation has been provided minimal information concerning the focus of the investigation, but it appears to arise from anonymous complaints provided to the United States Government by employees about testing and quality control matters. The Corporation is unaware of any such issues and is cooperating in the Government's continuing investigation of this matter. As previously reported, by letter dated September 21, 1995, the Corporation informed the DOD IG that the Corporation had become aware of certain potential accounting issues which the Corporation was investigating with respect to the LANTIRN program. Subsequently, the United States Attorney's Office for the Middle District of Florida advised the Corporation that a grand jury is investigating allegations of fraud in connection with certain LANTIRN program contracts. These allegations were first made in qui tam complaints filed against the Corporation and unsealed on July 16, 1996. In connection with its investigation, the Government has served two DOD IG subpoenas on the Corporation and six grand jury subpoenas on employees of the Corporation. The Corporation and its employees have responded to the subpoenas and the Government's investigation continues. -38- As previously reported, on January 23, 1996, Lockheed Martin Electronics & Missiles was served with a grand jury subpoena issued by the United States District Court for the Middle District of Florida at Jacksonville seeking documents related to the manufacture and testing of two circuit card assemblies used in the production of the Hellfire I missile for the U.S. Army. On July 24, 1996, a second grand jury subpoena was served on the Corporation related to the same subject matter and the Government's investigation of this matter is continuing. As previously reported, on June 25, 1996, Lockheed Martin Engineering & Science Services was served with a grand jury subpoena issued by the United States District Court for the Southern District of Texas seeking documents related to two former employees of a predecessor company, Lockheed Engineering & Sciences Company (LESC), and pertaining to an investigation of cost accounting issues in connection with NASA service and support contracts. The United States Attorney's office for the Southern District of Texas has advised the Corporation that it has closed its criminal investigation. The Government's civil investigation continues. As previously reported, on November 27, 1996, Lockheed Martin Tactical Defense Systems - Great Neck was served with a grand jury subpoena issued by the United States District Court for the Eastern -39- District of New York seeking documents related to tax and financial reporting issues and the outsourcing of quality tasks contained in various contract proposals. The Corporation expects this investigation to continue. As previously reported, on February 6, 1997, three former employees of the Corporation were served with subpoenas ad testificandum (to testify) issued by a federal grand jury in Jackson, Tennessee. The individuals were employees of the Corporation's Armament Systems business which was sold to General Dynamics Corporation effective January 1, 1997. Under the terms of the agreement with General Dynamics, the Corporation retained responsibility for investigations of this type. The Corporation has cooperated within the Government's investigation. As previously reported, on August 19, 1997, Lockheed Martin IMS was served with a grand jury subpoena issued by the United States District Court for the District of Columbia seeking documents relating to a procurement of parking meter and other services by the District of Columbia. The Corporation has cooperated with the Government's investigation. The Corporation is involved in various other legal and environmental proceedings arising in the ordinary course of its business, but in the opinion of management and counsel in the Office of General Counsel of the Corporation the probability is remote that -40- the outcome of any such litigation or proceedings, whether specifically described above or referred to generally in this paragraph, will have a material adverse effect on the results of the Corporation's operations or its financial position. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of 1997. At a Special Meeting of Stockholders of the Corporation held on February 26, 1998 (the "Special Meeting"), the stockholders of the Corporation approved a proposal (the "Merger Proposal") to issue shares of Lockheed Martin Common Stock to stockholders of Northrop Grumman in connection with the Merger. The vote on the Merger Proposal was as follows:
For Against/Withheld Abstentions/Broker Non-votes --- ---------------- ---------------------------- 154,963,677 1,598,121 13,878,762
At the Special Meeting, the stockholders of the Corporation also approved a proposal (the "Charter Amendment Proposal") to amend the Charter of the Corporation to increase the number of authorized shares of Lockheed Martin Common Stock. The vote on the Charter Amendment Proposal was as follows:
For Against/Withheld Abstentions/Broker Non-votes --- ---------------- ---------------------------- 157,792,462 11,623,307 1,024,791
-41- ITEM 4(a). EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of Lockheed Martin Corporation are listed below. There were no family relationships among any of the executive officers and directors of the Corporation. All officers serve at the pleasure of the Board of Directors.
POSITIONS AND OFFICES HELD WITH PRINCIPAL OCCUPATION AND Name CORPORATION BUSINESS EXPERIENCE (Age at 12/31/97) (Year Elected) (Past Five Years) - --------------------- ---------------------------- ------------------------------------------------------------- Norman R. Augustine Chairman of the Board; Chairman of Lockheed Martin since January 1997. Chief Executive (62) Director (1995) Officer of Lockheed Martin from January, 1996 through August 1, 1997. Vice Chairman of Lockheed Martin from April to December 1996. President of Lockheed Martin from March 1995 to June 1996. Previously served as Chairman and Chief Executive Officer of Martin Marietta from 1988 to 1995; and director of Martin Marietta from 1986 to 1995. Marcus C. Bennett Executive Vice President and Executive Vice President and Chief Financial Officer of Lockheed (61) Chief Financial Officer; Martin since July 1996; Senior Vice President and Chief Director (1995) Financial Officer of Lockheed Martin from March 1995 to July 1996. Previously served as Vice President and Chief Financial Officer of Martin Marietta from 1988 to 1995; and director of Martin Marietta from 1993 to 1995. James A. Blackwell, Sector President and Chief President and Chief Operating Officer, Aeronautics Sector since Jr. (57) Operating Officer - March 1995; previously served in Lockheed as Vice President and Aeronautics President from 1993 to 1995 of Lockheed Aeronautical Systems Company; served as an executive employee of Lockheed Aeronautical Systems Company from 1986 until 1995.
-42- Melvin R. Brashears Sector President and Chief President and Chief Operating Officer Space & Strategic Missiles (52) Operating Officer - Space & Sector, since January 1996; Deputy, Space & Strategic Missiles Strategic Missiles Sector from November 1995 to December 1995; Executive Vice President of Lockheed Missiles & Space Company, Inc. from March 1995 to November 1995 and President of Lockheed Commercial Space Company; previously served in Lockheed Corporation as Vice President and Assistant General Manager, Space Systems Division, Lockheed Missiles & Space Company, Inc., from 1992 to 1995; Director of Advanced Space Programs, from 1991 to 1992. Vance D. Coffman (53) Chief Executive Officer and Chief Executive Officer and Vice Chairman of Lockheed Martin Vice Chairman; Director since August 1997; President of Lockheed Martin from June 1996 (1996) to July 1997 and Chief Operating Officer from January 1996 to July 1997; Executive Vice President from January to June 1996; President and Chief Operating Officer, Space & Strategic Missiles Sector from March 1995 to December 1995; previously served as Executive Vice President of Lockheed from 1992 to 1995; and President of Lockheed Space Systems Division in 1988. Thomas A. Corcoran (53) Sector President and Chief President and Chief Operating Officer, Electronics Sector since Operating Officer - March 1995; previously served in Martin Marietta Corporation as Electronics President, Electronics Group, from 1993 to 1995; previously served at General Electric Corporation as Vice President and General Manager, from 1990 to 1993. Philip J. Duke (52) Vice President - Finance Vice President Finance since July 1996; Chief Financial Officer, Space & Strategic Missiles Sector from March 1995 to July 1996; previously served as Vice President Finance, Martin Marietta from 1994 to 1995; Chief Financial Officer, Electronics Sector of Martin Marietta from 1993 to 1994; and Vice President Business Management of Martin Marietta from 1987 to 1993.
-43- Arthur E. Johnson (51) Sector President and Chief President and Chief Operating Officer Information & Services Operating Officer - Sector, since August 1997; President, Systems Integration Group Information & Services from January to August, 1997; President, Lockheed Martin Federal Systems from January 1996 to January 1997; previously served as Vice President, Loral Federal Systems Group of Loral Corporation from 1994 to 1996 and President and Chief Operating Officer of IBM Federal Systems Division from 1992 to 1994. Todd J. Kallman (41) Vice President and Controller Vice President and Controller since August 1997; Vice President Finance, Aeronautics Sector from July 1995 to August 1997; Vice President Business Management, Lockheed Martin Aeronautical Systems Company from March 1995 to July 1995; previously served as Vice President Business Management, Lockheed Aeronautical Systems Company from 1994 to 1995; Vice President Finance, Lockheed Aeronautical Systems Company from 1992 to 1994. Frank H. Menaker, Jr. Senior Vice President and Senior Vice President since July 1996; Vice President and (57) General Counsel General Counsel for Lockheed Martin Corporation March 1995 to July 1996, after having served in the same capacity for Martin Marietta Corporation since 1981. Walter E. Skowronski Vice President and Treasurer Vice President and Treasurer since March 1995; previously served (49) in Lockheed Corporation as Vice President and Treasurer from 1992 to 1995; served as staff Vice President, Investor Relations from 1990 to 1992. Robert J. Stevens (46) Sector President and Chief President and Chief Operating Officer, Energy and Environment Operating Officer - Energy & Sector, since January 1998; President, Air Traffic Management Environment Division from June 1996 through January 1998; Executive Vice President and Senior Vice President and Chief Financial Officer of Air Traffic Management from December 1993; previously served as an executive employee of Loral Corporation from August 1987.
-44- Peter B. Teets (55) President and Chief President and Chief Operating Officer of Lockheed Martin since Operating Officer; Director August 1997; President and Chief Operating Officer, Lockheed (1997) Martin Information & Services Sector from March 1995 to July 1997; previously served as Corporate Vice President of Martin Marietta from 1985 to 1995, President of Martin Marietta Space Group from 1993 to 1995, and President of Martin Marietta Astronautics Group from 1987 to 1993.
-45- PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There were approximately 42,433 holders of record of Lockheed Martin Corporation Common Stock, $1 par value, as of December 31, 1997. The Corporation's Common Stock is traded on the New York Stock Exchange, Inc. Information concerning stock prices and dividends paid during the past two years is as follows:
Common Dividends Paid and Market Prices --------------------------------------- Market Price Quarter ---------------- High/Low High/Low - ------- Dividends Paid Sales Prices Sales Prices ---------------- ------------ ------------ 1997 1996 1997 1996 ------- ------- ----- ------ First $ .40 $ .40 $ 92.875/82 $80.875/73.125 Second .40 .40 105.25/78.25 86.75/73 Third .40 .40 113.438/98.375 91.75/76.25 Fourth .40 .40 108.438/88.125 96.625/85.25 ----- ----- --------------- -------------- Year 1.60 1.60 113.438/78.25 96.625/73
ITEM 6. SELECTED FINANCIAL DATA The information required by this Item 6 is included under the caption "Consolidated Financial Data - Eight-Year Summary" on page 45 of the 1997 Annual Report, and that information is hereby incorporated by reference in this Form 10-K. -46- ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required by this Item 7 is included under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 11 through page 24 of the 1997 Annual Report, and that information is hereby incorporated by reference in this Form 10-K. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Corporation does not hold or issue derivative financial instruments for trading purposes. The Corporation uses derivative financial instruments to manage its exposure to fluctuations in interest rates and foreign exchange rates. The aggregate value of derivative financial instruments held or issued by the Corporation is not material to the Corporation nor is the market risk posed. For additional discussion of the Corporation's use of such instruments see "Management's Discussion and Analysis of Financial Condition and Results of Operations, Other Matters" on page 24 of the 1997 Annual Report and "Note 1 - Summary of Significant Accounting Policies, Derivative financial instruments" of the Notes to Consolidated Financial Statements on page 32 of the Audited Financial Statements included in -47- the 1997 Annual Report, and that information is hereby incorporated by reference in this Form 10-K. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this Item 8 is included under the captions "Consolidated Statement of Earnings," "Consolidated Statement of Cash Flows," "Consolidated Balance Sheet," "Consolidated Statement of Stockholders' Equity," and "Notes to Consolidated Financial Statements" on page 27 through page 44 of the Audited Consolidated Financial Statements included in the 1997 Annual Report and "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 11 through page 24 of the 1997 Annual Report. This information is hereby incorporated by reference in this Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. -48- PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information concerning directors required by this Item 10 is included under the caption "Election of Directors" in the Corporation's definitive Proxy Statement to be filed pursuant to Regulation 14A no later than March 23, 1998 (the "1998 Proxy Statement"), and that information is hereby incorporated by reference in this Form 10-K. Information concerning executive officers required by this Item 10 is located under Part I, Item 4(a) on page 42 through page 45 of this Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item 11 is included in the text and tables under the caption "Compensation of Executive Officers" in the 1998 Proxy Statement and that information, except for the information required by Item 402(k) and 402(l) of Regulation S-K, is hereby incorporated by reference in this Form 10-K. -49- ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this Item 12 is included under the headings "Security Ownership of Certain Beneficial Owners," "Securities Owned by Directors, Nominees and Named Executive Officers" and "Voting Securities and Record Date" in the 1998 Proxy Statement and that information is hereby incorporated by reference in this Form 10-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Not applicable. -50- PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) List of Financial Statements filed as part of the Form 10-K. Page ---- The following financial statements of Lockheed Martin Corporation and consolidated subsidiaries, included in the 1997 Annual Report, are incorporated by reference into Item 8 on page 48 of this Annual Report on Form 10-K. Page numbers refer to the 1996 Annual Report: Consolidated Statement of Earnings-- Years ended December 31, 1997, 1996 and 1995 .................. 27 Consolidated Statement of Cash Flows-- Years ended December 31, 1997, 1996 and 1995 .................. 28 Consolidated Balance Sheet-- December 31, 1997 and 1996 .................................... 29 Consolidated Statement of Stockholders' Equity-- Years ended December 31, 1997, 1996 and 1995 .................. 30 Notes to Consolidated Financial Statements-- Years ended December 31, 1997, 1996 and 1995 .................. 31 (2) List of Financial Statement Schedules filed as part of this Form 10-K. All schedules have been omitted because they are not applicable, not required, or the information has been otherwise supplied in the financial statements or notes to the financial statements. - 51 - Ernst & Young LLP The report of Lockheed Martin's independent auditors with respect to the above-referenced financial statements appears on page 26 of the 1997 Annual Report and that report is hereby incorporated by reference in this Form 10-K. The consent of Lockheed Martin's independent auditors appears as Exhibit 23 to this Annual Report on Form 10-K. (b) The following reports on Form 8-K were filed during the last quarter of the period covered by this report: (1) Lockheed Martin Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 1997. During the first quarter of 1998, Lockheed Martin Corporation made the following filing on Form 8-K: (1) Lockheed Martin Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 1998. (c) Exhibits (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. (a) Agreement and Plan of Merger, dated as of July 2, 1997 (as amended as of September 27, 1997), by and among the Corporation, Hurricane Sub, Inc. and Northrop Grumman Corporation (incorporated by reference to the Registration Statement on Form S-4 (Reg. No. 333- 44671) filed by the Corporation on January 22, 1998). - 52 - (3)(i) Articles of Incorporation. (a) Articles of Amendment and Restatement of Lockheed Martin Corporation (formerly Parent Corporation) filed with the State Department of Assessments and Taxation of the State of Maryland on February 7, 1995 (incorporated by reference to Exhibit 3.1 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (ii) Bylaws. (a) Copy of the Bylaws of Lockheed Martin Corporation as amended through January 22, 1998. (4) (a) Indenture dated May 16, 1996, between the Corporation, Lockheed Martin Tactical Systems, Inc., and First Trust of Illinois, National Association as Trustee (incorporated by reference to Exhibit 4 of the Corporation's filing on Form 8-K on May 16, 1996). No other instruments defining the rights of holders of long-term debt are filed since the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Corporation on a consolidated basis. The Corporation agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request. (b) See Exhibits 3(i) and 3(ii). - 53 - (10)* (a) Format of the agreements between the Corporation and certain officers to provide for continuity of management in the event of a change in control of the Corporation (incorporated by reference to Exhibit 10.14 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with Commission on February 9, 1995). (b) Lockheed Martin Corporation 1995 Omnibus Performance Award Plan (incorporated by reference to Exhibit 10.36 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (c) Lockheed Martin Corporation Directors Deferred Stock Plan, as amended February 27, 1997. (d) Agreement Containing Consent Order, dated December 22, 1994, among the Corporation, Lockheed Corporation, Martin Marietta Corporation and the Federal Trade Commission (incorporated by reference to Exhibit 10.4 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (e) Lockheed Martin Corporation Directors Deferred Compensation Plan, as amended February 27, 1997. (f) Martin Marietta Corporation Post-Retirement Income Maintenance Plan for Directors, as amended (incorporated by reference to Exhibit 10(iii)(b) to Martin Marietta Corporation's Annual Report on Form 10- K for the fiscal year ended December 31, 1994). - 54 - (g) Resolutions dated June 27, 1997 relating to Lockheed Martin Corporation Financial Counseling Program for directors, officers, company presidents, and other key employees, as amended. (h) Martin Marietta Corporation Executive Incentive Plan, as amended (incorporated by reference to Exhibit 10.7 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with Commission on February 9, 1995). (i) Deferred Compensation and Estate Supplement Plan, as amended (incorporated by reference to Exhibit 10(iii)(e) to Martin Marietta Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1994). (j) Martin Marietta Corporation Post-Retirement Death Benefit Plan for Senior Executives, as amended (incorporated by reference to Exhibit 10.9 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with Commission on February 9, 1995). (k) Martin Marietta Corporation 1979 Stock Option Plan for Key Employees, as amended (incorporated by reference to Exhibit 10.11 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with Commission on February 9, 1995). (l) Martin Marietta Corporation 1984 Stock Option Plan for Key Employees, as amended (incorporated by reference to Exhibit 10.12 to Lockheed Martin Corporation's Registration Statement on - 55 - Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (m) Martin Marietta Corporation Amended Omnibus Securities Award Plan, as amended March 25, 1993 (incorporated by reference to Exhibit 10.13 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (n) Martin Marietta Corporation Supplemental Excess Retirement Plan, as amended (incorporated by reference to Exhibit 10.15 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (o) Martin Marietta Corporation Restricted Stock Award Plan, as amended (incorporated by reference to Exhibit 10.16 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). - 56 - (p) Martin Marietta Corporation Long Term Performance Incentive Compensation Plan (incorporated by reference to Exhibit 10(iii)(m) to Martin Marietta Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1994). (q) Amended and Restated Martin Marietta Corporation Long- Term Performance Incentive Compensation Plan (incorporated by reference to Exhibit 10(iii)(n) to Martin Marietta Corporation's Annual Report on Form 10- K for the fiscal year ended December 31, 1994). (r) Martin Marietta Corporation Directors' Life Insurance Program (incorporated by reference to Exhibit 10.17 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (s) Martin Marietta Corporation Executive Special Early Retirement Option and Plant Closing Retirement Option Plan (incorporated by reference to Exhibit 10.18 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (t) Martin Marietta Supplementary Pension Plan for Employees of Transferred GE Operations (incorporated by reference to Exhibit 10.19 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). - 57 - (u) Form of Retention Agreement, including Addendum. (v) Martin Marietta Corporation Deferred Compensation Plan for Selected Officers, as amended June 27, 1997. (w) Lockheed Corporation 1992 Employee Stock Option Program (incorporated by reference to the Registration Statement on Form S-8 (No. 33-49003) of Lockheed Corporation filed with the Commission on September 11, 1992). (x) Amendment to Lockheed Corporation 1992 Employee Stock Option Plan (incorporated by reference to Exhibit 10.22 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (y) Lockheed Corporation 1986 Employee Stock Purchase Program, as amended (incorporated by reference to Exhibit 10.23 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (z) Lockheed Corporation 1982 Employee Stock Purchase Program, as amended (incorporated by reference to Exhibit 10.24 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). - 58 - (aa) Incentive Retirement Benefit Plan for Certain Executives of Lockheed Corporation, as amended (incorporated by reference to Exhibit 10.25 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (bb) Supplemental Retirement Benefit Plan for Certain Transferred Employees of Lockheed Corporation, as amended (incorporated by reference to Exhibit 10.26 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (cc) Supplemental Benefit Plan of Lockheed Corporation, as amended (incorporated by reference to Exhibit 10.27 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (dd) Long-Term Performance Plan of Lockheed Corporation and its Subsidiaries (incorporated by reference to Exhibit 10.28 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (ee) Lockheed Martin Corporation Supplemental Savings Plan, as amended and restated effective January 1, 1997. - 59 - (ff) Deferred Compensation Plan for Directors of Lockheed Corporation, as amended (incorporated by reference to Exhibit 10.30 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (gg) Lockheed Corporation Retirement Plan for Directors, as amended (incorporated by reference to Exhibit 10.31 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (hh) Form of Lockheed Corporation Termination Benefits Agreement effective January 1, 1991 (included in Form 8, Amendment No. 1 to Exhibit 28 of Form 8-K dated November 5, 1990 of Lockheed Corporation and incorporated herein by reference). (ii) Trust Agreement, as amended February 3, 1995, between Lockheed Corporation and First Interstate Bank of California (incorporated by reference to Exhibit 10.33 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (jj) Lockheed Corporation Directors' Deferred Compensation Plan Trust Agreement, as amended (incorporated by reference to Exhibit 10.34 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (kk) Trust Agreement, dated December 22, 1994, between Lockheed Corporation and J.P. Morgan California with respect to certain employee benefit plans of - 60 - Lockheed Corporation (incorporated by reference to Exhibit 10.35 to Lockheed Martin Corporation's Registration Statement on Form S-4 (No. 33-57645) filed with the Commission on February 9, 1995). (ll) Lockheed Martin Corporation Directors Charitable Award Plan (incorporated by reference to Exhibit 10(oo) to Lockheed Martin Corporation's Annual Report on Form 10- K for the year ended December 31, 1996). (mm) 1983 Stock Option Plan (incorporated by reference from Loral Corporation's 1983 Proxy Statement). (nn) Amendment to the 1983 Stock Option Plan (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1986, Exhibit 10.11). (oo) Amended 1986 Stock Option Plan (incorporated by reference from Loral Corporation's Form 10-Q for the quarter ended June 30, 1988, Exhibit 10.1). (pp) Amendment to the 1983 and 1986 Stock Option Plans (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1990, Exhibit 10.8). (qq) 1991 Amendment to the 1986 Stock Option Plan (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1991, Exhibit 10.9). (rr) Loral Corporation Incentive Compensation Plan for Senior Executives (incorporated - 61 - by reference from Loral Corporation's 1994 Proxy Statement). (ss) 1994 Stock Option and Incentive Stock Purchase Plan (incorporated by reference from Loral Corporation's 1994 Proxy Statement). (tt) Loral Corporation Restricted Stock Purchase Plan (incorporated by reference from Loral Corporation's Form 8-K dated May 13, 1987, Exhibit 10.28). (uu) Amendment to the Loral Corporation Restricted Stock Purchase Plan (incorporated by reference from Loral Corporation's Form 10-Q for the quarter ended June 30, 1987, Exhibit 10.2). (vv) Restated Employment Agreement between Loral Corporation and Bernard L. Schwartz, dated as of April 1, 1990 (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1990, Exhibit 10.11). (ww) Extension and Modification Agreement between Loral Corporation and Bernard L. Schwartz dated as of June 14, 1994 (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1995, Exhibit 10.11). (xx) Split-dollar life insurance agreement with Bernard L. Schwartz, dated as of March 15, 1990 (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1991, Exhibit 10.13). (yy) Split-dollar life insurance agreement with Bernard L. Schwartz, dated as of - 62 - December 10, 1990 (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1991, Exhibit 10.14). (zz) Employment Contract between Loral Corporation and Frank C. Lanza, dated as of April 1, 1987 (incorporated by reference from Loral Corporation's Form 10-Q for the quarter ended June 30, 1987, Exhibit 10.1 and Form 10-K for the fiscal year ended March 31, 1982, Exhibit 10.11). (aaa)Amendment to Employment Contract between Loral Corporation and Frank C. Lanza, dated as of March 31, 1988 (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1988, Exhibit 10.19). (bbb)Amendment to Employment Contract between Loral Corporation and Frank C. Lanza, dated as of March 21, 1990 (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1990, Exhibit 10.16). (ccc)Amendment to Employment Contract between Loral Corporation and Frank C. Lanza, dated as of April 1, 1992 (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1992, Exhibit 10.17). (ddd)Modification Agreement between Loral Corporation and Frank C. Lanza dated as of June 14, 1994 (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1995, Exhibit 10.18). (eee)Split-dollar life insurance agreement with Frank C. Lanza, dated as of August - 63 - 5, 1985 (incorporated by reference from Loral Corporation's Form 10-K for the fiscal year ended March 31, 1991, Exhibit 10.18). (fff)Loral Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 99.2 of the Schedule 14D-9 filed by Loral Corporation with the Commission on January 16, 1996). (ggg)Loral Corporation Supplemental Bonus Plan (incorporated by reference to Exhibit 99.3 of the Schedule 14D-9 filed by Loral Corporation with the Commission on January 16, 1996). (hhh)Loral Corporation Supplemental Severance Program (incorporated by reference to Exhibit 99.4 of the Schedule 14D-9 filed by Loral Corporation with the Commission on January 16, 1996). (iii)Form of Employment Protection Agreement between Loral Corporation and Executives of Loral (incorporated by reference to Exhibit 99.5 of the Schedule 14D-9 filed by Loral Corporation with the Commission on January 16, 1996). (jjj)Loral Corporation Employment Protection Plan (incorporated by reference to Exhibit 99.6 of the Schedule 14D-9 filed by Loral Corporation with the Commission on January 16, 1996). (kkk)Amendment to Lockheed Martin Corporation Supplemental Excess Retirement Plan (incorporated by reference to Exhibit 10(nnn) of the Corporation's Annual Report in Form 10-K for the year ended December 31, 1996). (lll)Amendment to Terms of Outstanding Stock Option Relating to Exercise Period for Employees of Divested Business (incorporated by reference to Exhibit 10(ooo) of the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996). - 64 - (mmm)Lockheed Martin Corporation Post-Retirement Death Benefit Plan for Elected Officers, as amended (incorporated by reference to Exhibit 10(ppp) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996). (nnn)Lockheed Martin Corporation Directors Retirement Plan, as amended (incorporated by reference to Exhibit 10(qqq) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996). (ooo)Deferred Performance Payment Plan of Lockheed Martin Corporation Space & Strategic Missiles Sector. (ppp)Resolutions of Board of Directors of Lockheed Martin Corporation dated June 27, 1997 amending Lockheed Martin Non-Qualified Pension Plans. * Exhibits (10)(a) through (10)(c) and 10(e) through 10 (ppp) constitute management contracts or compensatory plans or arrangements required to be filed as an Exhibit to this Form pursuant to Item 14(c) of this Report. (12) Computation of ratio of earnings to fixed charges for the year ended December 31, 1997. (13) 1997 Annual Report to Security Holders (including an appendix describing graphic and image material). Those portions of the 1997 Annual Report to Security Holders which are not incorporated by reference in this Annual Report on Form 10-K shall not be deemed "filed" as part of this Report. - 65 - (21) List of Subsidiaries of Lockheed Martin Corporation. (23) Consent of Ernst & Young LLP. (24) Powers of Attorney. (27) Financial Data Schedule Other material incorporated by reference: None. - 66 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LOCKHEED MARTIN CORPORATION Date: March 18, 1998 By: /s/ FRANK H. MENAKER, JR. --------------------- Frank H. Menaker, Jr. Senior Vice President and General Counsel Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURES TITLE DATE - -------------------------- ------------------------- -------------- /s/Vance D. Coffman* Chief Executive March 18, 1998 - -------------------------- VANCE D. COFFMAN Officer, Vice Chairman and Director /s/Marcus C. Bennett* Executive Vice President, March 18, 1998 - -------------------------- MARCUS C. BENNETT Chief Financial Officer and Director /s/Todd J. Kallman* Chief Accounting Officer March 18, 1998 - -------------------------- TODD J. KALLMAN /s/Norman R. Augustine* Director March 18, 1998 - -------------------------- NORMAN R. AUGUSTINE
- 67 -
SIGNATURES TITLE DATE - ---------- ----- ---- /s/Lynne V. Cheney* Director March 18, 1998 - ------------------ LYNNE V. CHENEY /s/Houston K. Flournoy* Director March 18, 1998 - ---------------------- HOUSTON K. FLOURNOY /s/James F. Gibbons* Director March 18, 1998 - -------------------------- JAMES F. GIBBONS /s/Edward E. Hood, Jr.* Director March 18, 1998 - -------------------------- EDWARD E. HOOD, JR. /s/Caleb B. Hurtt* Director March 18, 1998 - -------------------------- CALEB B. HURTT /s/Gwendolyn S. King* Director March 18, 1998 - -------------------------- GWENDOLYN S. KING /s/Vincent N. Marafino* Director March 18, 1998 - -------------------------- VINCENT N. MARAFINO /s/Eugene F. Murphy* Director March 18, 1998 - -------------------------- EUGENE F. MURPHY /s/Allen E. Murray* Director March 18, 1998 - -------------------------- Allen E. Murray /s/Frank Savage* Director March 18, 1998 - -------------------------- FRANK SAVAGE /s/Peter B. Teets Director March 18, 1998 - -------------------------- PETER B. TEETS
- 68 -
SIGNATURES TITLE DATE - ---------- ----- ---- /s/Daniel M. Tellep* Director March 18, 1998 - -------------------------- DANIEL M. TELLEP /s/Carlisle A.H. Trost* Director March 18, 1998 - -------------------------- CARLISLE A.H. TROST /s/James R. Ukropina* Director March 18, 1998 - -------------------------- JAMES R. UKROPINA /s/Douglas C. Yearley* Director March 18, 1998 - -------------------------- DOUGLAS C. YEARLEY *By: /s/ STEPHEN M. PIPER March 18, 1998 ------------------ (Stephen M. Piper, Attorney-in-fact**)
_____________________ **By authority of Powers of Attorney filed with this Annual Report on Form 10-K. - 69 -


                                                                   Exhibit 3(ii)
                                                                   -------------

 
             L O C K H E E D   M A R T I N   C O R P O R A T I O N


                                 B Y- L A W S
                                        

                            ADOPTED AUGUST 26, 1994
                           (AMENDED FEBRUARY 6, 1995)
                            (AMENDED APRIL 27, 1995)
                          (AMENDED SEPTEMBER 28, 1995)
                           (AMENDED JANUARY 1, 1996)
                           (AMENDED JANUARY 7, 1996)
                            (AMENDED APRIL 25, 1996)
                           (AMENDED JANUARY 23, 1997)
                          (AMENDED SEPTEMBER 25, 1997)
                           (AMENDED OCTOBER 23, 1997)
                           (AMENDED JANUARY 22, 1998)

 
                               TABLE OF CONTENTS

                                    BYLAWS
                                      OF
                          LOCKHEED MARTIN CORPORATION

ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings................................ 1 Section 1.02. Special Meetings............................... 1 Section 1.03. Place of Meetings.............................. 1 Section 1.04. Notice of Meetings............................. 1 Section 1.05. Conduct of Meetings............................ 2 Section 1.06. Quorum......................................... 2 Section 1.07. Votes Required................................. 2 Section 1.08. Proxies........................................ 2 Section 1.09. List of Stockholders........................... 2 Section 1.10. Inspectors of Election......................... 2 Section 1.11. Director Nominations and Stockholder Business.. 3 ARTICLE II BOARD OF DIRECTORS Section 2.01. Powers......................................... 5 Section 2.02. Number of Directors............................ 5 Section 2.03. Election of Directors.......................... 5 Section 2.04. Chairman of the Board.......................... 5 Section 2.05. Vice Chairmen.................................. 5 Section 2.06. Removal........................................ 6 Section 2.07. Vacancies...................................... 6 Section 2.08. Regular Meetings............................... 6 Section 2.09. Special Meetings............................... 6 Section 2.10. Notice of Meetings............................. 6 Section 2.11. Presence at Meeting............................ 7 Section 2.12. Presiding Officer and Secretary at Meetings.... 7 Section 2.13. Quorum......................................... 7 Section 2.14. Compensation................................... 7 Section 2.15. Voting of Shares by Certain Holders............ 7
i ARTICLE III COMMITTEES
Section 3.01. Executive Committee................................ 7 Section 3.02. Finance Committee.................................. 8 Section 3.03. Audit & Ethics Committee........................... 8 Section 3.04(a) Compensation Committee............................. 9 Section 3.04(b) Stock Option Subcommittee.......................... 10 Section 3.05. Nominating Committee............................... 10 Section 3.06. Other Committees................................... 10 Section 3.07. Meetings of Committees............................. 10 ARTICLE IV OFFICERS Section 4.01. Executive Officers -- Election and Term of Office.. 11 Section 4.02 Chief Executive Officer............................ 11 Section 4.03. President.......................................... 11 Section 4.04. Vice Presidents.................................... 11 Section 4.05. Secretary.......................................... 12 Section 4.06. Treasurer.......................................... 12 Section 4.07. Subordinate Officers............................... 12 Section 4.08. Other Officers and Agents.......................... 12 Section 4.09. When Duties of an Officer May Be Delegated......... 12 Section 4.10. Officers Holding Two or More Offices............... 12 Section 4.11. Compensation....................................... 12 Section 4.12. Resignations....................................... 13 Section 4.13. Removal............................................ 13 ARTICLE V STOCK Section 5.01. Certificates....................................... 13 Section 5.02. Transfer of Shares................................. 13 Section 5.03. Transfer Agents and Registrars..................... 13 Section 5.04. Stock Ledgers...................................... 13 Section 5.05. Record Dates....................................... 14 Section 5.06. New Certificates................................... 14
ii
ARTICLE VI INDEMNIFICATION Section 6.01. Indemnification of Directors, Officers, and Employees... 14 Section 6.02. Standard................................................ 14 Section 6.03. Advance Payment of Expenses............................. 15 Section 6.04. General................................................. 15 ARTICLE VII SUNDRY PROVISIONS Section 7.01. Seal.................................................... 15 Section 7.02. Voting of Stock in other Corporations................... 15 Section 7.03. Amendments.............................................. 16
iii BYLAWS OF LOCKHEED MARTIN CORPORATION (Incorporated under the laws of Maryland, August 26, 1994, and herein referred to as the "Corporation") ARTICLE I STOCKHOLDERS SECTION 1.01. ANNUAL MEETINGS. The Corporation shall hold an annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation at such date during the month of April in each year as shall be determined by the Board of Directors. Subject to Article I, Section 1.11 of these Bylaws, any business of the Corporation may be transacted at such annual meeting. Failure to hold an annual meeting at the designated time shall not, however, invalidate the corporate existence or affect otherwise valid corporate acts. SECTION 1.02. SPECIAL MEETINGS. At any time in the interval between annual meetings, special meetings of the stockholders may be called by the Chairman of the Board, Chief Executive Officer, or by the Board of Directors or by the Executive Committee by vote at a meeting or in writing with or without a meeting. Special meetings of stockholders shall also be called by the Secretary of the Corporation on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting. SECTION 1.03. PLACE OF MEETINGS. All meetings of stockholders shall be held at such place within the United States as may be designated in the notice of meeting. SECTION 1.04. NOTICE OF MEETINGS. Not less than thirty (30) days nor more than ninety (90) days before the date of every stockholders' meeting, the Secretary shall give to each stockholder entitled to vote at such meeting and each other stockholder entitled to notice of the meeting, written or printed notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him or her personally or by leaving it at his or her residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his or her post office address as it appears on the records of the Corporation, with postage thereon prepaid. Notwithstanding the foregoing provision for notice, a waiver of notice in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting in person or by proxy, shall be deemed equivalent to the giving of such notice to such persons. Any meeting of stockholders, annual or special, may adjourn from time to time without further notice to a date not more than one hundred twenty (120) days after the original record date at the same or some other place. SECTION 1.05. CONDUCT OF MEETINGS. Each meeting of stockholders shall be conducted in accordance with such rules and procedures as the Board of Directors may determine subject to the requirements of applicable law and the Charter. The Chairman of the Board, or in his or her absence the Chief Executive Officer, or in their absence the person designated in writing by the Chairman of the Board, or if no person is so designated, then a person designated by the Board of Directors, shall preside as chairman of the meeting; if no person is so designated, then the meeting shall choose a chairman by a majority of all votes cast at a meeting at which a quorum is present. The Secretary or in the absence of the Secretary a person designated by the chairman of the meeting shall act as secretary of the meeting. SECTION 1.06. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum; but this section shall not affect any requirement under statute or under the Charter of the Corporation for the vote necessary for the adoption of any measure. In the absence of a quorum, the stockholders present in person or by proxy, by majority vote and without further notice, may adjourn the meeting from time to time to a date not more than 120 days after the original record date until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. SECTION 1.07. VOTES REQUIRED. Unless applicable law or the Charter of the Corporation provides otherwise, at a meeting of stockholders, the vote of a majority of the votes entitled to be cast at a meeting, duly called and at which a quorum is present, shall be required to take or authorize action upon any matter which may properly come before the meeting. Unless the Charter provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders; but no share shall be entitled to any vote if any installment payable thereon is overdue and unpaid. SECTION 1.08. PROXIES. A stockholder may vote shares of the Corporation's capital stock that are entitled to be voted and are owned of record by such stockholder either in person or by proxy in any manner permitted by Section 2- 507 of the Maryland General Corporation Law, as in effect from time to time. No proxy shall be valid more than eleven (11) months after its date, unless otherwise provided in the proxy. SECTION 1.09. LIST OF STOCKHOLDERS. At each meeting of stockholders, a true and complete list of all stockholders entitled to vote at such meeting, stating the number and class of shares held by each, shall be furnished by the Secretary. SECTION 1.10. INSPECTORS OF ELECTION. In advance of any meeting of stockholders, the Board of Directors may appoint Inspectors of Election to act at such meeting or at -2- any adjournment or adjournments thereof. If such Inspectors are not so appointed or fail or refuse to act, the chairman of any such meeting, upon the demand of stockholders present in person or by proxy entitled to cast 25% of all the votes entitled to be cast at the meeting, shall make such appointments. If there are three (3) or more Inspectors of Election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all. The Inspectors of Election shall determine the number of shares outstanding, the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; shall receive votes, ballots, assents or consents, hear and determine all challenges and questions in any way arising in connection with the vote, count and tabulate all votes, assents and consents, and determine the result; and do such acts as may be proper to conduct the election and the vote with fairness to all stockholders. On request, the Inspectors shall make a report in writing of any challenge, question or matter determined by them, and shall make and execute a certificate of any fact found by them. No such Inspector need be a stockholder of the Corporation. SECTION 1.11. DIRECTOR NOMINATIONS AND STOCKHOLDER BUSINESS. (a) Nominations and Stockholder Business at Annual Meetings of ---------------------------------------------------------- Stockholders. Nominations of persons for election to the Board of Directors of - ------------ the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section 1.11(a), who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 1.11(a). For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this Section 1.11, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Such stockholder's notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (A) the name, age, business address and residence address of such person, (B) the class and number of shares of capital stock of the Corporation that are beneficially owned by such person, and (C) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as -3- amended (the "Exchange Act") (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner and the class and number of shares of stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner. Notwithstanding anything in this paragraph (a) of this Section 1.11 to the contrary, in the event that Section 2.02 of these Bylaws is amended, altered or repealed so as to increase or decrease the maximum or minimum number of directors and there is no public announcement of such action at least seventy (70) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Section 1.11(a) shall also be considered timely, but only with respect to nominees for director, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. (b) Director Nominations and Stockholder Business at Special Meetings of -------------------------------------------------------------------- Stockholders. Only such business shall be conducted at a special meeting of - ------------ stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 1.11, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 1.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation's notice of meeting, if the stockholder's notice required by paragraph (a) of this Section 1.11 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. (c) General. Only such persons who are nominated in accordance with the ------- procedures set forth in this Section 1.11 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.11. The presiding officer of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.11 and, if -4- any proposed nomination or business is not in compliance with this Section 1.11, to declare that such defective nomination or proposal be disregarded. For purposes of this Section 1.11, "public announcement" shall mean disclosure in a press release reported by the Dow Jones New Service, Associated Press or comparable news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. Notwithstanding the foregoing provisions of this Section 1.11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.11. Nothing in this Section 1.11 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. ARTICLE II BOARD OF DIRECTORS SECTION 2.01. POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. The Board of Directors may exercise all the powers of the Corporation, except such as are by statute or the Charter or the Bylaws conferred upon or reserved to the stockholders. SECTION 2.02. NUMBER OF DIRECTORS. The number of directors of the Corporation shall be not less than four (4) nor more than twenty-five (25). By vote of a majority of the Board of Directors, the number of directors may be increased or decreased, from time to time, within the limits above specified; provided, however, that except as set forth in the Charter of the Corporation, the tenure of office of a director shall not be affected by any decrease in the number of directors so made by the Board. SECTION 2.03. ELECTION OF DIRECTORS. Except as set forth in the Charter of the Corporation, the members of the Board of Directors shall be elected each year at the annual meeting of stockholders, and each director shall hold office until the next annual meeting of stockholders held after his or her election and until his or her successor will have been elected and qualified. No person, other than a person granted an exemption from this provision by the Board of Directors, shall be eligible to be elected as a director for a term which expires after the first annual meeting of stockholders after he or she reaches the age of 70 years. SECTION 2.04. CHAIRMAN OF THE BOARD. The Board of Directors shall designate from its membership a Chairman of the Board, who shall preside at all meetings of the stockholders and of the Board of Directors. He may sign with the Secretary or an Assistant Secretary certificates of stock of the Corporation, and he shall perform such other duties as may be prescribed by the Board of Directors. -5- SECTION 2.05. VICE CHAIRMEN. The Board of Directors shall designate from its membership no more than two Vice Chairmen of the Board, who shall perform such functions and duties as requested by the Chairman of the Board. SECTION 2.06. REMOVAL. Any director or the Board of Directors may be removed from office as a director at any time, but only for cause, by the affirmative vote at a duly called meeting of stockholders of at least 80% of the votes which all holders of the then outstanding shares of capital stock of the Corporation would be entitled to cast at an annual election of directors, voting together as a single class. SECTION 2.07. VACANCIES. Vacancies in the Board of Directors, except for vacancies resulting from an increase in the number of directors, shall be filled only by a majority vote of the remaining directors then in office, though less than a quorum, except that vacancies resulting from removal from office by a vote of the stockholders may be filled by the stockholders at the same meeting at which such removal occurs. Vacancies resulting from an increase in the number of directors shall be filled only by a majority vote of the Board of Directors. Any director elected to fill a vacancy shall hold office until the next annual meeting of stockholders and until his or her successor will have been elected and qualified. SECTION 2.08. REGULAR MEETINGS. After each meeting of stockholders at which a Board of Directors, or any class thereof, shall have been elected, the Board of Directors shall meet as soon as practicable for the purpose of organization and the transaction of other business, at such time and place within or without the State of Maryland as may be designated by the Board of Directors. Other regular meetings of the Board of Directors shall be held on such dates and at such places within or without the State of Maryland as may be designated from time to time by the Board of Directors. SECTION 2.09. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time, at any place, and for any purpose by the Chairman of the Board, the Chief Executive Officer, the Chairman of the Executive Committee, any three (3) directors, or by any officer of the Corporation upon the request of a majority of the Board. SECTION 2.10. NOTICE OF MEETINGS. Notice of the place, day, and hour of every regular and special meeting of the Board of Directors shall be given to each director twenty-four (24) hours (or more) before the meeting, by telephoning the notice to such director, or by delivering the notice to him or her personally, or by sending the notice to him or her by telegraph, or by facsimile, or by leaving the notice at his or her residence or usual place of business, or, in the alternative, by mailing such notice three (3) days (or more) before the meeting, postage prepaid, and addressed to him or her at his or her last known post office address, according to the records of the Corporation. If mailed, such notice shall be deemed to be given when deposited in the United States mail, properly addressed, with postage thereon prepaid. If notice be given by telegram or by facsimile, such notice shall be deemed to be given when the telegram is delivered to the telegraph company or when the facsimile is transmitted. If the notice be given by telephone or by personal delivery, such notice shall be deemed to be given at the time of the communication or delivery. -6- Unless required by these Bylaws or by resolution of the Board of Directors, no notice of any meeting of the Board of Directors need state the business to be transacted thereat. No notice of any meeting of the Board of Directors need be given to any director who attends or to any director who, in a writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no further notice need be given of any such adjourned meeting. SECTION 2.11. PRESENCE AT MEETING. Members of the Board, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation in this manner shall constitute presence in person at the meeting. SECTION 2.12. PRESIDING OFFICER AND SECRETARY AT MEETINGS. Each meeting of the Board of Directors shall be presided over by the Chairman of the Board of Directors or in his or her absence by the Chief Executive Officer or if neither is present by such member of the Board of Directors as shall be chosen by the meeting. The Secretary, or in his or her absence an Assistant Secretary, shall act as secretary of the meeting, or if no such officer is present, a secretary of the meeting shall be designated by the person presiding over the meeting. SECTION 2.13. QUORUM. At all meetings of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which it is by statute, by the Charter, or by the Bylaws otherwise provided, the vote of a majority of such quorum at a duly constituted meeting shall be sufficient to pass any measure. In the absence of a quorum, the directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall be present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. SECTION 2.14. COMPENSATION. Directors shall not receive any stated salary for their services as Directors but, by resolution of the Board of Directors, annual retainers, fees and expenses of attendance, if any, may be provided to Directors for attendance at each annual, regular or special meeting of the Board of Directors or of any committee thereof; but nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. SECTION 2.15. VOTING OF SHARES BY CERTAIN HOLDERS. Notwithstanding any other provision of the Charter of the Corporation or these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations Article of the Annotated Code of Maryland (or any successor statute) shall not apply to any acquisition by General Electric Company of shares of stock of the Corporation. -7- ARTICLE III COMMITTEES SECTION 3.01. EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted by a majority of the Board of Directors, may provide for an Executive Committee of two (2) or more directors. If provision be made for an Executive Committee, the members thereof shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors. Unless a Chairman of the Board shall have been selected by the Board of Directors, the Chief Executive Officer shall act as chairman thereof. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise such powers in the management of the business and affairs of the Corporation as may be authorized by the Board of Directors, subject to applicable law. All action by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision and alteration by the Board of Directors. Vacancies in the Executive Committee shall be filled by the Board of Directors. SECTION 3.02. FINANCE COMMITTEE. The Board of Directors by resolution adopted by a majority of the Board of Directors may provide for a Finance Committee of three (3) or more directors. If provision is made for a Finance Committee, the members of the Finance Committee shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors. The Board of Directors shall designate from among the membership of the Finance Committee a chairman. During the intervals between the meetings of the Board of Directors, the Finance Committee shall, except when such powers are by statute or the Charter or the Bylaws either reserved to the full Board of Directors or delegated to another committee of the Board of Directors, possess and may exercise all of the powers of the Board of Directors in the management of the financial affairs of the Corporation, including but not limited to establishing bank lines of credit or other short-term borrowing arrangements and investing excess working capital funds on a short-term basis. The Finance Committee will review the financial condition of the Corporation, the financial impact of all benefit plans and all proposed changes to the capital structure of the Corporation, including the incurrence of long-term indebtedness and the issuance of additional equity securities, and will make suitable recommendations to the Board of Directors. It will likewise review on an annual basis the proposed capital expenditure and contributions budgets of the Corporation and make recommendations to the Board of Directors for their adoption. It will monitor the financial impact of all trusteed benefit plans sponsored by the Corporation and of any amendments or modifications thereto and will monitor the performance of the assets and administration of the Corporation's trusteed benefit plans. All action by the Finance Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors. Vacancies in the Finance Committee shall be filled by the Board of Directors. SECTION 3.03. AUDIT AND ETHICS COMMITTEE. The Board of Directors by resolution adopted by a majority of the Board of Directors shall provide for an Audit and Ethics Committee of three or more directors who are not officers or employees of the Corporation, and who otherwise independent of management and free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of the independent judgment of each member as a Committee member. The members of the Audit and Ethics Committee shall be -8- elected by the Board of Directors to serve at the pleasure of the Board of Directors. The Board of Directors shall designate from among the membership of the Audit and Ethics Committee a chairman. The Audit and Ethics Committee shall, except when such powers are by statute or the Charter or the Bylaws either reserved to the full Board of Directors or delegated to another committee of the Board of Directors, possess and may exercise the powers of the Board of Directors relating to all accounting and auditing matters of this Corporation. The Audit and Ethics Committee shall recommend to the Board of Directors the selection of and monitor the independence of the independent public accountants for this Corporation and prior to the end of the Corporation's fiscal year shall review the scope and timing of the work to be performed and the compensation to be paid to the accountants selected by the Board; review with the Corporation's management and the independent public accountants the financial accounting and reporting principles appropriate for the Corporation, the policies and procedures concerning audits, accounting and financial controls, and any recommendations to improve existing practices, and the qualifications and work of the Corporation's internal auditing staff; review with the Corporation's independent public accountants the results of their audit and their report including any changes in accounting principles and any significant amendments; and shall meet with the Corporation's internal audit department representative to review the plan and scope of work of the internal auditing staff. The Committee shall hold quarterly meetings, and shall separately meet in executive session, with the Corporation's independent public accountants and internal audit department representative to review and resolve all matters of concern presented to the Committee. The Committee shall monitor compliance with the Code of Ethics and Standards of Conduct and shall review and resolve all matters of concern presented to it by the Corporate Ethics Committee or the Corporate Ethics Office. The Committee shall review and monitor the adequacy of the Corporation's policies and procedures, as well as the organizational structure, for ensuring compliance with environmental, health and safety laws and regulations; review, at least annually, the Corporation's record of compliance with any environmental, health and safety laws and regulations and the policies and procedures relating thereto; review with the Corporation's management significant environmental, health and safety litigation and regulatory proceedings in which the Corporation is or may become involved; and review the accounting and financial reporting issues, including the adequacy of disclosure, for all environmental matters. The Committee shall have the power to investigate any matter falling within its jurisdiction, and it shall also perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors. All action by the Audit and Ethics Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors. Vacancies in the Audit and Ethics Committee shall be filled by the Board of Directors. SECTION 3.04(A). COMPENSATION COMMITTEE. The Board of Directors by resolution adopted by a majority of the Board of Directors may provide for a Compensation Committee of three (3) or more directors who are not officers or employees of the Corporation. If provision is made for a Compensation Committee, the members of the Compensation Committee shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors. The Board of Directors shall designate from among the membership of the Compensation Committee a chairman. The Compensation Committee shall recommend to the Board of Directors the compensation to be paid for services of senior elected officers of the Corporation as established by -9- resolution of the Board of Directors from time to time. The Compensation Committee shall have the power to fix the compensation of all other elected officers and to approve the benefits provided by any bonus, supplemental, and special compensation plans, including pension, insurance, and health plans, but excluding performance-based executive compensation plans, and such powers as are by statute or the Charter or the Bylaws reserved to the full Board of Directors. The Compensation Committee shall also perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors. All action by the Compensation Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors. Vacancies in the Compensation Committee shall be filled by the Board of Directors. SECTION 3.04(B). STOCK OPTION SUBCOMMITTEE. The Board of Directors by resolution adopted by a majority of the Board of Directors may provide for a Stock Option Subcommittee of three (3) or more directors of the Compensation Committee who meet the qualifications of an independent director under Section 162(m) of the Internal Revenue Code. If provision is made for a Stock Option Subcommittee, the members of the Stock Option Subcommittee shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors. The Board of Directors shall designate from among the membership of the Stock Option Subcommittee a chairman. The Stock Option Subcommittee shall serve as the Stock Option Subcommittee of the Board and shall administer any performance-based executive compensation plan and approve awards granted thereunder. The Stock Option Subcommittee shall also perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors. All action by the Stock Option Subcommittee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors. Vacancies in the Stock Option Subcommittee shall be filled by the Board of Directors. SECTION 3.05. NOMINATING COMMITTEE. The Board of Directors by resolution adopted by a majority of the Board of Directors may provide for a Nominating Committee of three (3) or more Directors who are not officers or employees of the Corporation. If provision is made for a Nominating Committee, the members of the Nominating Committee shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors. The Board of Directors shall designate from among the membership of the Nominating Committee a committee chairman. The Nominating Committee shall make recommendations to the Board of Directors concerning the fees and compensation for directors, the composition of the Board including its size and the qualifications for membership, and the Nominating Committee shall recommend to the Board of Directors nominees for election to fill any vacancy occurring in the Board and to fill new positions created by an increase in the authorized number of directors of the Corporation. Annually the Nominating Committee shall recommend to the Board of Directors a slate of directors to serve as management's nominees for election by the stockholders at the annual meeting. Vacancies in the Nominating Committee shall be filled by the Board of Directors. SECTION 3.06. OTHER COMMITTEES. The Board of Directors may by resolution provide for such other standing or special committees, composed of two (2) or more directors, and -10- discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board of Directors. SECTION 3.07. MEETINGS OF COMMITTEES. Each committee of the Board of Directors shall fix its own rules of procedure, consistent with the provisions of any rules or resolutions of the Board of Directors governing such committee, and shall meet as provided by such rules or by resolution of the Board of Directors, and it shall also meet at the call of its chairman or any two (2) members of such committee. Unless otherwise provided by such rules or by such resolution, the provisions of the article of these Bylaws entitled the "Board of Directors" relating to the place of holding and notice required of meetings of the Board of Directors shall govern committees of the Board of Directors. A majority of each committee shall constitute a quorum thereof; provided, however, that in the absence of any member of such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Directors to act in the place of such absent member. Except in cases in which it is otherwise provided by the rules of such committee or by resolution of the Board of Directors, the vote of a majority of such quorum at a duly constituted meeting shall be sufficient to pass any measure. ARTICLE IV OFFICERS SECTION 4.01. EXECUTIVE OFFICERS -- ELECTION AND TERM OF OFFICE. The Executive Officers of the Corporation shall be a Chief Executive Officer, a President, such number of Vice Presidents as the Board of Directors may determine, a Secretary and a Treasurer. The Chief Executive Officer and the President shall be chosen from among the Directors. The Executive Officers shall be elected annually by the Board of Directors at its first meeting following each annual meeting of stockholders and each such officer shall hold office until the corresponding meeting of the Board of Directors in the next year and until his or her successor shall have been duly chosen and qualified or until his or her death or until he or she shall have resigned, or shall have been removed from office in the manner provided in this Article IV. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. SECTION 4.02. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall serve as a member of the Executive Committee and, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors. Subject to the authority of the Board of Directors, he shall have general charge and supervision of the business and affairs of the Corporation. He shall have the authority to sign and execute in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments. He shall have the authority to vote stock in other corporations, and he shall perform such other duties of management as may be prescribed by resolution or as otherwise may be assigned to him by the Board of Directors. He shall have the authority to delegate such authorization and power as vested in him by these Bylaws to some other officer or employee or agent of the Corporation as he shall deem appropriate. -11- SECTION 4.03. PRESIDENT. The President shall be the Chief Operating Officer of the Corporation. He or she shall have general charge and supervision of the operations of the Corporation and shall have such other powers and duties of management as from time to time may be assigned to him or her by the Board of Directors or the Chief Executive Officer. SECTION 4.04. VICE PRESIDENTS. The Corporation shall have one (1) or more Vice Presidents, including Executive and Senior Vice Presidents as appropriate, as elected from time to time by the Board of Directors. The Vice Presidents shall perform such duties as from time to time may be assigned to them by the President. SECTION 4.05. SECRETARY. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and record all votes and minutes or proceedings, in books provided for that purpose; shall see that all notices of such meetings are duly given in accordance with the provisions of the Bylaws of the Corporation, or as required by law; may sign certificates of stock of the Corporation with the Chairman of the Board; shall be custodian of the corporate seal; shall see that the corporate seal is affixed to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed may attest the same; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to the Secretary by the Chairman of the Board. SECTION 4.06. TREASURER. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all monies or other valuable effects in such banks, trust companies, or other depositories as shall, from time to time, be selected by the Board of Directors; and in general, shall render such reports and perform such other duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him or her by the President. SECTION 4.07. SUBORDINATE OFFICERS. The subordinate officers shall consist of such assistant officers and agents as may be deemed desirable and as may be appointed by the Chief Executive Officer or the President. Each such subordinate officer shall hold office for such period, have such authority and perform such duties as the Chief Executive Officer or the President may prescribe. SECTION 4.08. OTHER OFFICERS AND AGENTS. The Board of Directors may create such other offices and appoint or provide for the appointment of such other officers and agents, attorneys-in-fact and employees as it shall deem necessary, who shall bear such titles, have such authority, receive such compensation, and provide such security for faithful service and hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. SECTION 4.09. WHEN DUTIES OF AN OFFICER MAY BE DELEGATED. In the case of the absence or disability of an officer of the Corporation or for any other reason that may -12- seem sufficient to the Board of Directors, the Board of Directors, or any officer designated by it, may, for the time being, delegate such officer's duties and powers to any other person. SECTION 4.10. OFFICERS HOLDING TWO OR MORE OFFICES. Any two (2) of the above mentioned offices, except those of a Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument be required by law, by the Charter or by these Bylaws, to be executed, acknowledged or verified by any two (2) or more officers. SECTION 4.11. COMPENSATION. The Board of Directors shall have power to fix the compensation of all officers and employees of the Corporation. SECTION 4.12. RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer or the Secretary of the Corporation. Any such resignation shall take effect simultaneously with or at any time subsequent to its delivery as shall be specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 4.13. REMOVAL. Any officer of the Corporation may be removed, with or without cause, by the Board of Directors, if such removal is determined in the judgment of the Board of Directors to be in the best interests of the Corporation, and any officer of the Corporation duly appointed by another officer may be removed, with or without cause, by such officer. ARTICLE V STOCK SECTION 5.01. CERTIFICATES. Each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number and kind of shares of stock owned by him or her in the Corporation. Such certificates shall be signed by the Chairman of the Board and countersigned by the Secretary or an Assistant Secretary, and sealed with the seal of the Corporation or a facsimile of such seal. Stock certificates shall be in such form, not inconsistent with law or with the Charter, as shall be approved by the Board of Directors. When certificates for stock of any class are countersigned by a transfer agent, other than the Corporation or its employee, or by a registrar, other than the Corporation or its employee, any other signature on such certificates may be a facsimile. In case any officer of the Corporation who has signed any certificate ceases to be an officer of the Corporation, whether because of death, resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issued and delivered by the Corporation as if the officer had not ceased to be such officer as of the date of its issue. SECTION 5.02. TRANSFER OF SHARES. Shares of stock shall be transferable only on the books of the Corporation only by the holder thereof, in person or by duly authorized attorney, upon the surrender of the certificate representing the shares to be transferred, properly endorsed. -13- The Board of Directors shall have power and authority to make such other rules and regulations concerning the issue, transfer and registration of certificates of stock as it may deem expedient. SECTION 5.03. TRANSFER AGENTS AND REGISTRARS. The Corporation may have one (1) or more transfer agents and one (1) or more registrars of its stock, whose respective duties the Board of Directors may, from time to time, define. No certificate of stock shall be valid until countersigned by a transfer agent, if the Corporation has a transfer agent, or until registered by a registrar, if the Corporation has a registrar. The duties of transfer agent and registrar may be combined. SECTION 5.04. STOCK LEDGERS. Original or duplicate stock ledgers, containing the names and addresses of the stockholders of the Corporation and the number of shares of each class held by them respectively, shall be kept at an office or agency of the Corporation in such city or town as may be designated by the Board of Directors. If no other place is so designated such original or duplicate stock ledgers shall be kept at an office or agency of the Corporation in New York, New York or Bethesda, Maryland. SECTION 5.05. RECORD DATES. The Board of Directors is hereby empowered to fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date in any case shall be not more than ninety (90) days and, in case of a meeting of stockholders, not less than thirty (30) days, prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If a record date is not set and the transfer books are not closed, the record date for the purpose of making any proper determination with respect to stockholders shall be fixed in accordance with applicable law. SECTION 5.06. NEW CERTIFICATES. In case any certificate of stock is lost, stolen, mutilated or destroyed, the Board of Directors may authorize the issue of a new certificate in place thereof upon such terms and conditions as it may deem advisable; or the Board of Directors may delegate such power to any officer or officers or agents of the Corporation; but the Board of Directors or such officer or officers, in their discretion, may refuse to issue such new certificate save upon the order of some court having jurisdiction in the premises. ARTICLE VI INDEMNIFICATION SECTION 6.01. INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES. The Corporation shall indemnify and hold harmless to the fullest extent permitted by, and under, applicable law as it presently exists and as is further set forth in Section 6.02 below or as may hereafter be amended any person who is or was a director, officer or employee of the Corporation or who is or was serving at the request of the Corporation as a director, officer or employee of another corporation or entity (including service with employee benefit plans), who by -14- reason of this status or service in that capacity was, is, or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, or investigative. Such indemnification shall be against all liability and loss suffered and expenses (including, but not limited to, attorneys' fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred by the individual in connection with such proceeding; provided, however, that the Corporation shall not be required to indemnify a person in connection with an action, suit or proceeding initiated by such person unless the action, suit or proceeding was authorized by the Board of Directors of the Corporation. SECTION 6.02. STANDARD. Maryland General Corporation Law Section 2-418, on August 29, 1994, provided generally that a corporation may indemnify any individual made a party to a proceeding by reason of service on behalf of the corporation unless it is established that: (i) The act or omission of the individual was material to the matter giving rise to the proceeding; and (1) Was committed in bad faith; or (2) Was the result of active and deliberate dishonesty; or (ii) The individual actually received an improper personal benefit in money, property, or services; or (iii) In the case of any criminal proceeding, the individual had reasonable cause to believe that the act or omission was unlawful. SECTION 6.03. ADVANCE PAYMENT OF EXPENSES. The Corporation shall pay or reimburse reasonable expenses in advance of a final disposition of the proceeding and without requiring a preliminary determination of the ultimate entitlement to indemnification provided that the individual first provides the Corporation with: (a) a written affirmation of the individual's good faith belief that the individual meets the standard of conduct necessary for indemnification under the laws of the State of Maryland; and (b) a written undertaking by or on behalf of the individual to repay the amount advanced if it shall ultimately be determined that the applicable standard of conduct has not been met. SECTION 6.04. GENERAL. The Board of Directors, by resolution, may authorize the management of the Corporation to act for and on behalf of the Corporation in all matters relating to indemnification within any such limits as may be specified from time to time by the Board of Directors, all consistent with applicable law. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter of the Corporation, these Bylaws, agreement, vote of the stockholders or disinterested directors or otherwise. -15- Repeal or modification of this Article VI or the relevant law shall not affect adversely any rights or obligations then existing with respect to any facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such facts. ARTICLE VII SUNDRY PROVISIONS SECTION 7.01. SEAL. The corporate seal of the Corporation shall bear the name of the Corporation and the words "Incorporated 1994 Maryland" and "Corporate Seal." SECTION 7.02. VOTING OF STOCK IN OTHER CORPORATIONS. Any shares of stock in other corporations or associations, which may from time to time be held by the Corporation, may be represented and voted at any of the stockholders' meetings thereof by the Chairman or President of the Corporation or by proxy or proxies appointed by the Chairman or President of the Corporation. The Board of Directors or Chairman, however, may by resolution or delegation appoint some other person or persons to vote such shares, in which case such person or persons shall be entitled to vote such shares upon the production of a certified copy of such resolution or delegation. SECTION 7.03. AMENDMENTS. The Board of Directors shall have the exclusive power, at any regular or special meeting thereof, to make and adopt new Bylaws, or to amend, alter, or repeal any Bylaws of the Corporation, provided such revisions are not inconsistent with the Charter or statute. -16- C E R T I F I C A T E A S T O B Y L A W S I, ____________________________, ____________ Vice President and Secretary of LOCKHEED MARTIN CORPORATION hereby certify that the foregoing is a true, correct and complete copy of the Bylaws of LOCKHEED MARTIN CORPORATION and that such Bylaws are in full force and effect as of the date of this certificate. WITNESS my hand and the seal of LOCKHEED MARTIN CORPORATION, this ____ day of ____________, 19__. --------------------------------- Vice President and Secretary CORPORATE SEAL

 
                                                                   EXHIBIT 10(c)



                                                                                
                          LOCKHEED MARTIN CORPORATION

                         DIRECTORS DEFERRED STOCK PLAN
                                        

 
                          LOCKHEED MARTIN CORPORATION
                         DIRECTORS DEFERRED STOCK PLAN
                                        


                               TABLE OF CONTENTS


ARTICLE I  TITLE, PURPOSE AND AUTHORIZED SHARES

ARTICLE II  DEFINITIONS

ARTICLE III  PARTICIPATION

ARTICLE IV  DEFERRAL ACCOUNTS
            4.1.  Stock Unit Account
            4.2.  Dividend Equivalents; Dividend Equivalent Stock Account
            4.3.  Vesting of Stock Unit Account and Dividend Equivalent Stock
                  Account
            4.4.  Distribution of Benefits
            4.5.  Adjustments in Case of Changes in Common Stock
            4.6.  Corporation's Right to Withhold
            4.7.  Limitations on Rights Associated with Units
            4.8.  Restrictions on Resale

ARTICLE V  ADMINISTRATION
            5.1.  Formula Plan
    .       5.2.  Decisions Final; Delegation; Reliance; and Limitation
                  on Liability


ARTICLE VI  PLAN CHANGES AND TERMINATION
            6.1.  Amendments
            6.2.  Term
            6.3.  Distribution of Shares

ARTICLE VII  MISCELLANEOUS
            7.1.  Limitation on Directors' Rights
            7.2.  Beneficiaries
            7.3.  Benefits Not Assignable; Obligations Binding Upon Successors
            7.4.  Governing Law; Severability
            7.5.  Compliance With Laws
            7.6.  Plan Construction
            7.7.  Headings Not Part of Plan
            7.8.  Stockholder Approval; Effective Date

 
                          LOCKHEED MARTIN CORPORATION

                         DIRECTORS DEFERRED STOCK PLAN
                                 MARCH 15, 1995
                          AS AMENDED FEBRUARY 27, 1997

                                   ARTICLE I

                      TITLE, PURPOSE AND AUTHORIZED SHARES
                                        

  This Plan shall be known as "Lockheed Martin Corporation Directors Deferred
Stock Plan" and shall become effective on March 15, 1995.  The purpose of this
Plan is to attract, motivate and retain experienced and knowledgeable directors
of the Corporation and to further align their economic interest with the
interests of stockholders generally. The total number of shares of Common Stock
that may be delivered pursuant to awards under this Plan is 50,000, subject to
adjustments contemplated by Section 4.6.


                                   ARTICLE II

                                  DEFINITIONS
                                        

  Whenever the following terms are used in this Plan they shall have the meaning
specified below unless the context clearly indicates to the contrary:

  Accounts means a Director's Stock Unit Account and Dividend Equivalent Stock
Account.

  Average Fair Market Value means the average of the Fair Market Values of a
share of Common Stock of the Corporation during the last 10 trading days
preceding the applicable date of determination.

  Award means the crediting of a Unit or Units under this Plan. Each Award shall
be approved by the Board of Directors or a committee appointed by the Board of
Directors in accordance with Section 5.1.

  Award Date means June 1 of each year, commencing in 1995.

 
  Beneficiary shall have the meaning specified in Section 7.2(b).

  Board of Directors or Board means the Board of Directors of the Corporation.

  Code means the Internal Revenue Code of 1986, as amended.

  Common Stock means shares of Common Stock of the Corporation, par value $1.00
per share, subject to adjustments made under Section 4.5 or by operation of law.

  Corporation means Lockheed Martin Corporation, a Maryland corporation, and its
successors and assigns.

  Director means a member of the Board of Directors of the Corporation who is
eligible to receive compensation in the form of retainer fees for services in
such capacity and who is not an officer or employee of the Corporation or any
of its subsidiaries.

 
  Disability means a "permanent and total disability" within the meaning of
  Section 22(e)(3) of the Code.

  Dividend Equivalent means the amount of cash dividends or other cash
distributions paid by the Corporation on that number of shares of Common Stock
equivalent to the number of Stock Units then credited to a Director's Stock
Unit Account and Dividend Equivalent Stock Account, which amount shall be
allocated as additional Stock Units to the Director's Dividend Equivalent
Stock Account.

  Dividend Equivalent Stock Account means the bookkeeping account maintained by
the Corporation on behalf of a Director which is credited with Dividend
Equivalents in the form of Stock Units in accordance with Section 4.2.

  Effective Date means March 15, 1995.

  Exchange Act means the Securities Exchange Act of 1934, as amended from time
to time.

  Fair Market Value means the closing price of the Stock as reported on the
composite tape of New York Stock Exchange issues (or, if the Stock is not so
listed or if the principal market on which it is traded is not the New York
Stock Exchange, such other reporting system as shall be selected by the Board)
on the relevant date, or, if no sale of the Stock is reported for that date, the
next preceding day for which there is a reported sale.

  Merger means the business combination described in Article I.

  Plan means the Lockheed Martin Corporation Directors Deferred Stock Plan.

  Stock means Common Stock.

  Stock Unit or Unit means a non-voting unit of measurement that is deemed for
bookkeeping purposes to be equivalent to an outstanding share of Common Stock of
the Corporation and includes fractional units.

 
  Stock Unit Account means the bookkeeping account maintained by the Corporation
on behalf of each Director which is credited with Stock Units in accordance with
Section 4.1.


                                  ARTICLE III

                                 PARTICIPATION
                                        

  Each Director shall become a participant in the Plan upon the approval of an
Award to the Director.


                                   ARTICLE IV

                               DEFERRAL ACCOUNTS


  4.1.  Stock Unit Account.

  The Stock Unit Account of each Director shall be credited on each Award Date
with a number of Units determined by dividing $10,000 by the Average Fair Market
Value of the Common Stock on the Award Date, provided that the Board of
Directors previously approved the Award. A Director who is not serving as a
director on an Award Date is not eligible for any portion of the Award for the
applicable year.

  4.2.  Dividend Equivalents; Dividend Equivalent Stock Account.

  (a) Allocation of Dividend Equivalents.  Each Director shall be entitled to
receive Dividend Equivalents on the Units credited to his or her Stock Unit
Account and Dividend Equivalent Account, whether before or after a termination
of service, which Dividend Equivalents shall be credited to the Director's
Dividend Equivalent Stock Account in accordance with Section 4.2(b) below.

  (b) Dividend Equivalent Stock Account.  The Director's Dividend Equivalent
Stock Account shall be credited with an additional number of Units determined by
dividing the amount of Dividend Equivalents by the Fair Market Value of a share
of Common Stock as of each dividend payment date. The Units credited to a
Director's Dividend Equivalent Stock Account shall be allocated (for purposes of
distribution) in accordance with Section 4.4(b) and shall be subject to
adjustment in accordance with Section 4.5.

 
  4.3.  Vesting of Stock Unit Account and Dividend Equivalent Stock Account.

  The rights of each Director in respect of his or her Stock Unit Account and
related Dividend Equivalent Stock Account shall vest immediately on crediting.

  4.4.  Distribution of Benefits.

  (a) Commencement of Benefits Distribution.  Subject to the terms of this
Section 4.4, each Director shall be entitled to receive a distribution of his or
her Accounts upon a termination of service (including but not limited to a
retirement or resignation) as a Director of the Corporation.  Benefits shall be
distributed at the time or times set forth in Section 4.4.

  (b) Manner of Distribution.  The benefits payable under this Plan shall be
distributed to the Director (or, in the event of his or her death, the
Director's Beneficiary) in a lump sum, unless the Director elects in writing (on
forms provided by the Corporation) by the time specified in Section 4.4(f), to
receive a distribution of his or her benefits in respect of such Units in
approximately equal annual installments (before giving effect to post-
termination crediting of additional Dividend Equivalents before the applicable
payment date) for up to five years thereafter. Elections with respect to any
Units in the Stock Unit Account shall apply to all Dividend Equivalent Units
attributable to those Stock Units, and to all Dividend Equivalent Units
attributable to those Dividend Equivalent Units.  Subject to Section 4.4(f),
installment payments shall commence as of the date benefits become distributable
under Section 4.4(a).  Notwithstanding the foregoing, if the vested balance
remaining in a Director's Stock Unit Account and Dividend Equivalent Stock
Account is less than 50 shares, then the remaining balance shall be distributed
in shares in a lump sum.

  (c) Effect of Death or Disability.  Notwithstanding Sections 4.4(a) and (b),
if a Director's service as a director terminates by reason of Disability, or a
Director or former Director dies, the distribution of a Director's Accounts
(including remaining Account balances of a former Director) shall be made
immediately in a lump sum.

 
  (d) Form of Distribution.  Stock Units credited to a Director's Stock Unit
Account and Dividend Equivalent Stock Account shall be paid and distributed by
means of a distribution of an equivalent whole number of shares of the Common
Stock. Fractions shall be accumulated and converted to Units, but any fractional
interest in a Unit shall be paid in cash on final distribution.  In the event of
a termination of service or retirement, a Director may elect, in accordance with
the provisions of Section 4.4(f), to have Stock Units credited to the Director's
Stock Unit Account and Dividend Share Equivalent Account paid and distributed in
the form of cash or a combination of whole shares of Common Stock and cash.  Any
such election shall be made at times and in the manner specified in Section
4.4(f).

  (e) Sub-Accounts.  The Administrator shall retain sub-accounts of a Director's
Accounts as may be necessary to determine which Units are subject to any
distribution elections under Section 4.4(b).

  (f) Timing of Elections.  A Director may elect an installment distribution as
provided in Section 4.4(b) only with respect to Units credited on a June 1 which
is at least 12 months following his or her election. Notwithstanding the
preceding sentence, a Director's election to receive an installment distribution
may be made with respect to Units credited during the Director's first year of
service on the Board, within 30 days after the Director commenced service as a
Director (but in any event prior to the date on which the Units are credited).
In addition, in the event of a termination of service or retirement, at least
six months prior to receipt by a Director of any distribution of benefits under
the Plan, the Director shall make a written election (on forms to be provided by
the Corporation) as to the percentage the Director elects to receive in the form
of cash and the percentage the Director elects to receive in the form of whole
shares of Common Stock.

  4.5.  Adjustments in Case of Changes in Common Stock.  If there shall occur
any recapitalization, stock split (including a stock split in the form of a
stock dividend), reverse stock split, merger, combination, consolidation, or
other reorganization or any extraordinary non-cash dividend or other
extraordinary distribution in respect of the Stock (whether in the form of
Stock, other securities, or other property), or any 

 
split-up, spin-off, extraordinary redemption, or exchange of outstanding Stock,
or there shall occur any other similar corporate transaction or event in respect
of the Stock, or a sale of substantially all the assets of the Corporation as an
entirety, proportionate and equitable adjustments consistent with the effect of
such event on stockholders generally (but without duplication of benefits if
Dividend Equivalents are credited) shall be made in the number and type of
shares of Common Stock (or other cash, property or securities in respect
thereof) reserved, and of Units, under this Plan.

  4.6.  Corporation's Right to Withhold.  The Corporation shall satisfy state or
federal income tax withholding obligations, if any, arising upon distribution of
a Director's accounts by reducing the number of shares of Common Stock otherwise
deliverable to the Director by the appropriate number of shares (based on the
Average Fair Market Value) required to satisfy such tax withholding obligation.
If the Corporation, for any reason, cannot satisfy the withholding obligation in
accordance with the preceding sentence, the Director shall pay or provide for
payment in cash of the amount of any taxes which the Corporation may be required
to withhold with respect to the benefits hereunder.

  4.7.  Limitations on Rights Associated with Units.  A Director's Accounts
shall be memorandum accounts on the books of the Corporation. The Units credited
to a Director's Accounts shall be used solely as a device for the determination
of the number of shares of Common Stock to be eventually distributed to such
Director in accordance with this Plan. The Units shall not be treated as
property or as a trust fund of any kind, although the Corporation shall reserve
shares of Common Stock to satisfy its obligations under this Plan. All shares of
Common Stock or other amounts attributed to the Units shall be and remain the
sole property of the Corporation, and each Director's rights in the Units is
limited to the right to receive shares of Common Stock in the future as herein
provided. No Director shall be entitled to any voting or other stockholder
rights with respect to Units granted under this Plan. The number of Units
credited

 
under this Section shall be subject to adjustment in accordance with Section
4.5.

  4.8.  Restrictions on Resale.  Stock distributed in respect of those Stock
Units that were first credited under Section 4.1 within six months of the
distribution (and Dividend Equivalent Account Units credited under Section 4.2
solely in respect thereof) may be legended or otherwise restricted so as to
prevent a sale of the Stock within six months of the initial crediting of those
Stock Units. Installments shall be deemed payable and paid in the order (i.e.,
last-in, last-out) of the accrual of the underlying Units.


                                   ARTICLE V

                                 ADMINISTRATION
                                        

  5.1.  Administration.  This Plan shall be construed, interpreted and, to the
extent required, administered by the Board or a committee appointed by the Board
to act on its behalf under this Plan.  To the extent that the Plan is
administered by a committee of the Board of Directors, the committee shall
consist exclusively of "non-employee directors" as that term is defined in Rule
16b-3 ("Rule 16b-3") promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act.  Notwithstanding the foregoing, but subject to
Section 6.1 hereof, the Board shall have no discretionary authority with respect
to the amount or price of any Award granted under this Plan and no director
shall participate in any decision relating solely to his or her benefits (other
than approval of the Award). Subject to the foregoing, the Board may resolve any
questions and make all other determinations and adjustments required by this
Plan, maintain all the necessary records for the administration of this Plan,
and provide forms and procedures to facilitate the implementation of this Plan.

  5.2.  Decisions Final; Delegation; Reliance; and Limitation on Liability.  Any
determination of the Board or committee made in good faith shall be conclusive.
In performing its duties, the Board or the committee shall be entitled to rely
on public records and on information, opinions, reports or statements prepared
or presented by officers or employees of the Corporation or other experts
believed to be reliable and competent. The Board or the committee may delegate
ministerial, bookkeeping and other 

 
non-discretionary functions to individuals who are officers or employees of the
Corporation.

  Neither the Corporation nor any member of the Board, nor any other person
participating in any determination of any question under this Plan, or in the
interpretation, administration or application of this Plan, shall have any
liability to any party for any action taken or not taken in good faith under
this Plan or for the failure of an Award (or action or payment in respect of an
Award) to satisfy Code requirements for realization of intended tax
consequences, to qualify for exemption or relief under Rule 16b-3, or to comply
with any other law, compliance with which is not required on the part of the
Corporation.


                                   ARTICLE VI

                          PLAN CHANGES AND TERMINATION
                                        

  6.1.  Amendments.  The Board of Directors shall have the right to amend this
Plan in whole or in part from time to time or may at any time suspend or
terminate this Plan; provided, however, that no amendment or termination shall
cancel or otherwise adversely affect in any way, without his or her written
consent, any Director's rights with respect to Stock Units and Dividend
Equivalents credited to his or her Stock Unit Account or Dividend Equivalent
Stock Account.

  6.2.  Term.  This Plan shall continue for a period of 10 years from the
Effective Date, but continuance of this Plan is not assumed as a contractual
obligation of the Corporation. In the event that the Board of Directors decides
to terminate this Plan, it shall notify the Directors of its action in an
instrument in writing, and this Plan shall be terminated at the time therein set
forth, and all Directors shall be bound thereby.

  6.3.  Distribution of Shares.  If this Plan terminates pursuant to Section
6.2, the distribution of the Accounts of a Director shall be made at the time
provided in Section 4.4(a) and in a manner consistent with the elections made
pursuant to Sections 4.4(b) and (f), if any.

 
                                  ARTICLE VII

                                 MISCELLANEOUS


  7.1.  Limitation on Directors' Rights.  Participation in this Plan shall not
give any Director the right to continue to serve as a member of the Board or any
rights or interests other than as herein provided. No Director shall have any
right to any payment or benefit hereunder except to the extent provided in this
Plan. This Plan shall create only a contractual obligation on the part of the
Corporation as to such amounts and shall not be construed as creating a trust.
This Plan, in and of itself, has no assets. Directors shall have only the rights
of general unsecured creditors of the Corporation with respect to amounts
credited or vested and benefits payable, if any, on their Accounts.

  7.2.  Beneficiaries.

  (a) Beneficiary Designation.  Upon forms provided and in accordance with
procedures established by the Corporation, each Director may designate in
writing (and change a designation of) the Beneficiary or Beneficiaries (as
defined in Section 7.3(b)) that the Director chooses to receive the Common Stock
payable under this Plan after his or her death, subject to applicable laws
(including any applicable community property and probate laws).

  (b) Definition of Beneficiary.  A Director's "Beneficiary" or "Beneficiaries"
shall be the person or persons, including a trust or trusts, validly designated
by the Director or, in the absence of a valid designation, entitled by will or
the laws of descent and distribution to receive the Director's benefits under
this Plan in the event of the Director's death.

  7.3.  Benefits Not Assignable; Obligations Binding Upon Successors.  Benefits
of a Director under this Plan shall not be assignable or transferable and any
purported transfer, assignment, pledge or other encumbrance or attachment of any
payments or benefits under this Plan, or any interest therein, other than
pursuant to Section 7.2, shall not be permitted or recognized. Obligations of
the Corporation under this Plan shall be binding upon successors of the
Corporation.

  7.4.  Governing Law; Severability.  The validity of this Plan 

 
or any of its provisions shall be construed, administered and governed in all
respects under and by the laws of the State of Maryland. If any provisions of
this instrument shall be held by a court of competent jurisdiction to be invalid
or unenforceable, the remaining provisions hereof shall continue to be fully
effective.

  7.5.  Compliance With Laws.  This Plan and the offer, issuance and delivery of
shares of Common Stock and/or the payment and deferral of compensation under
this Plan are subject to compliance with all applicable federal and state laws,
rules and regulations (including but not limited to state and federal reporting,
registration, insider trading and other securities laws) and to such approvals
by any listing agency or any regulatory or governmental authority as may, in the
opinion of counsel for the Corporation, be necessary or advisable in connection
therewith. Any securities delivered under this Plan shall be subject to such
restrictions, and the person acquiring the securities shall, if requested by the
Corporation, provide such assurances and representations to the Corporation as
the Corporation may deem necessary or desirable to assure compliance with all
applicable legal requirements.

  7.6.  Plan Construction.  It is the intent of the Corporation that this Plan
satisfy and be interpreted in a manner that satisfies the applicable
requirements of Rule 16b-3 so that Directors will be entitled to the benefits of
Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and
will not be subjected to avoidable liability thereunder. Any contrary
interpretation shall be avoided.

  7.7.  Headings Not Part of Plan.  Headings and subheadings in this Plan are
inserted for reference only and are not to be considered in the construction of
this Plan.

 
                                                                   EXHIBIT 10(e)



                                                                                
                          LOCKHEED MARTIN CORPORATION

                      DIRECTORS DEFERRED COMPENSATION PLAN

 
                          LOCKHEED MARTIN CORPORATION
                      DIRECTORS DEFERRED COMPENSATION PLAN

                                 MARCH 15, 1995
                          AS AMENDED DECEMBER 7, 1995
                           AS AMENDED APRIL 24, 1996
                          AS AMENDED FEBRUARY 27, 1997
                                        
                                   ARTICLE I

                                    PURPOSE

                                        
  The purpose of this Plan is to give each non-employee Director of Lockheed
Martin Corporation the opportunity to be compensated for his or her service as a
Director on a deferred basis.  The Plan is also intended to establish a method
of paying Director's compensation which will aid the Corporation in attracting
and retaining as members of the Board persons whose abilities, experience and
judgment can contribute to the success of the Corporation.  In addition, by
providing Directors with the option of accruing earnings based on the
performance of Lockheed Martin Common Stock, the Plan is intended to more
closely align the economic interests of Directors with the interests of
stockholders generally.


                                   ARTICLE II

                                  DEFINITIONS
                                        

  Whenever the following terms are used in this Plan, they shall have the
meaning specified below, unless the context clearly indicates to the contrary:

  Account means the bookkeeping account maintained by the Corporation on behalf
of a participating Director which is credited with the Director's Deferred
Compensation, including investment earnings credited under Section 4.2.

  Beneficiary shall have the meaning specified in Section 7.2(b).

  Board of Directors or Board means the Board of Directors of the Corporation.

 
  Committee means the Committee appointed to administer this Plan, as provided
in Section 6.1 hereof.

  Corporation means Lockheed Martin Corporation, a Maryland corporation and its
successors.

  Deferred Compensation means Director's Fees deferred pursuant to this Plan and
investment earnings credited thereto under Section 4.2.

  Election Form means the form by which a Director elects to participate in this
Plan.

  Director means a member of the Board of Directors of the Corporation who is
eligible to receive compensation in the form of Director's Fees and who is not
an officer or employee of the Corporation or any of its subsidiaries.

  Director's Fees means the fees payable to a Director for services as a
Director and for services on any Committee of the Board, including the amount of
any retainer paid to a non-employee for services as Chairman of the Board, but
excluding any amounts credited or stock distributed to a Director under the
Lockheed Martin Corporation Directors Deferred Stock Plan.


  Effective Date means the effective date referred to in Section 7.8.

  Plan means the Lockheed Martin Corporation Directors Deferred Compensation
Plan.


                                  ARTICLE III

                                 PARTICIPATION
                                        

  3.1  Timing of Deferral Elections.  In order to defer Director's fees earned
in any calendar year, a Director must make a deferral election by executing and
filing an Election Form before the commencement of that calendar year or, in the
case of a new Director, before the commencement of the Director's term of office
in that calendar year.  The deferral election shall 

 
specify the manner in which earnings (or losses) on the deferred amount shall
accrue in accordance with Section 4.2 below. To the extent that a Director
elects that any portion of a deferred amount shall accrue earnings based on the
Lockheed Martin Common Stock Investment Option, such an election shall be given
effect only if (i) the election is irrevocably made at least six (6) months
prior to the effective date of the allocation or (ii) the crediting of the
deferred amount to the Lockheed Martin Common Stock Investment Option has been
approved by the Board of Directors (or a committee thereof that is comprised of
persons specified in Section 6.1). To the extent that a Director makes an
election to have Deferred Compensation credited to the Lockheed Martin Common
Stock Investment Option which is not in compliance with (i) or (ii) above, the
amount elected to be deferred into the Lockheed Martin Common Stock Investment
Option shall initially be allocated to the Interest Option until such time as
the allocation to the Lockheed Martin Common Stock Investment Option would be in
compliance with (i) or (ii) above, at which time the deferred amount shall
automatically be reallocated.

  3.2  Terms of Deferral Elections.  A Director's deferral election for a
calendar year shall specify the percentage (which may equal 100%) of the
Director's Fees to be earned by the Director for that year which are to be
deferred under this Plan.  A Director's deferral election shall remain in effect
for each subsequent calendar year, unless the Director duly files a revised
Election Form or written revocation of the election before the beginning of the
subsequent calendar year.  A Director's deferral election shall be irrevocable
during any calendar year in which it is in effect.


                                   ARTICLE IV

                             CREDITING OF ACCOUNTS
                                        

  4.1  Crediting of Director's Fees.  Director's Fees that a Director has
elected to defer shall be credited to the Director's Account as of the first day
of the month in which the Director's Fees would have been payable to the
Director if no deferral election had been made under this Plan.  The elected
deferral percentage shall apply to all Director's Fees earned by the Director
during a calendar year.

 
  4.2  Crediting of Investment Earnings.  Subject to the provisions of Section
3.1 above, as of the last day of each month, a Director's Account shall be
credited to reflect investment earnings (or loss) for the month, based on the
Director's investment selections under this Section 4.2.  A Director may elect
to have his or her Account credited with investment earnings (or losses) for
each month as if the Director's Account balance had been invested in the
following:

  (a) Interest Option.  Interest at a rate equal to one twelfth (1/12) of the
annual prime rate as set by Citibank, N.A., New York, New York, on the last day
of the preceding month.

  (b) S&P 500 Option.  A return (or loss) equal to that of the published index
for the Standard & Poors 500 (with dividends) for the month will accrue.

  (c) Lockheed Martin Common Stock Investment Option.  Earnings (or losses)
shall be credited as if such amount had been invested in Lockheed Martin Common
Stock at the published closing price of the Corporation's Common Stock on the
New York Stock Exchange on the last trading day preceding the day as to which
such amount is deferred (or reallocated) into the Lockheed Martin Common Stock
Investment Option; this portion of a Director's Account shall reflect any
subsequent appreciation or depreciation in the market value of Lockheed Martin
Common Stock based on the published closing price of the stock on the New York
Stock Exchange on the last trading day of each month and shall reflect dividends
on the stock as if such dividends were reinvested in shares of Lockheed Martin
Common Stock.

  (d) A combination of (a), (b) and (c).

A Director's initial investment selections must be made by the date that the
Director's initial deferral election takes effect.  A Director may change his or
her investment selections with respect to all amounts credited to the Director's
Account, including amounts deferred in prior periods, provided that any such
change that would result in an increase or decrease in the portion of the
Director's Account allocated to the Lockheed Martin Common Stock Investment
Option shall only be effective if it is made pursuant to an irrevocable written
election made at 

 
least six months following the date of the Director's most recent "opposite way"
election with respect to either the Plan or any other plan maintained by
Lockheed Martin that provides for Discretionary Transactions (as defined in Rule
16b-3). Subject to the foregoing, a change of investment selections must be made
by filing a revised Election Form in advance of the month in which the change is
to take effect.

  4.3  Account Balance as Measure of Deferred Compensation.  The Deferred
Compensation payable to a Director (or the Director's Beneficiary) shall be
measured by, and shall in no event exceed, the sum of the amounts credited to
the Director's Account.


                                   ARTICLE V

                        PAYMENT OF DEFERRED COMPENSATION
                                        

  5.1  Manner of Distribution.

  (a) Lump sum payments.  Subject to the provisions of Section 5.6, a Director's
Deferred Compensation shall be paid as a lump sum cash payment equal to the
balance credited to the Director's Account on the December 31 that is coincident
with or next follows the date of the termination of the Director's status as a
Director, unless the Director has elected to receive installment payments in
accordance with Section 5.1(b).

  (b) Installment payments.  A Director may elect to have the Director's
Deferred Compensation distributed in annual installments over a maximum period
of ten (10) years.  The amount of each annual installment shall be determined by
dividing the Director's Account balance (or the portion of the Account balance
to which the installment election applies) on the December 31 preceding the
payment date by the number of years remaining in the elected installment period.
A Director's election to receive installment payments with respect to Director's
fees deferred in any calendar year must be made on an Election Form duly filed
no later than the latest date on which a deferral election may be made for that
calendar year under Section 4.1.  A Director's installment election shall remain
in effect with respect to Director's fees deferred in each subsequent calendar
year, unless the Director duly files a revised Election Form before the

 
beginning of the subsequent calendar year.  An installment election shall be
irrevocable with respect to Director's fees deferred (and allocable investment
earnings) in any calendar year for which the installment election is in effect.

  (c) Deferral For Directors Fees Earned in 1996.  A Director may elect to have
the Director's Deferred Compensation earned during the 1996 calendar year
credited and paid as a lump sum under (a) or annual installments under (b)
except that payment (or installments, as the case may be) will be made (or
commence) on January 1, 1998, or as soon as practicable thereafter regardless of
whether the Director has terminated service as a Director.

  5.2  Commencement of Payments.  Subject to the provisions of Section 5.6 and
except as provided in Sections 5.1(c) and 5.4, the payment of Deferred
Compensation to a Director shall be made or commence in January of the first
calendar year following the year in which the Director ceases to be a Director,
whether due to resignation, retirement, disability, death, or otherwise.
Installment payments shall continue to be made in January of each succeeding
year until all installments have been paid.

  5.3  Death Benefits.  Subject to the provisions of Section 5.6, in the event
that a Director dies before payment of the Director's Deferred Compensation has
commenced or been completed, the balance of the Director's Account shall be
distributed to the Director's Beneficiary commencing in the January following
the date of the Director's death in accordance with the manner of distribution
(lump sum or annual installments) elected by the Director for payments during
the Director's lifetime.  However, upon good cause shown by a Beneficiary or
personal representative of the Director, the Committee, in its sole discretion,
may reject a Director's installment election and instead cause the Director's
death benefits to be paid in a lump sum.

  5.4  Emergency Withdrawals.  In the event of an unforeseeable emergency prior
to the commencement of distributions or after the commencement of installment
payments, the Committee may approve a distribution to a Director (or Beneficiary
after the death of a Director) of the part of the Director's Account balance
that is reasonably needed to satisfy the emergency need.  An Emergency
withdrawal will be approved 

 
only in a circumstance of severe financial hardship to the Director (or
Beneficiary after the death of the Director) resulting from a sudden and
unexpected illness or accident of the Director (or Beneficiary, as applicable)
or of a dependent of the Director (or Beneficiary, as applicable), loss of
property due to casualty, or other similar extraordinary or unforeseeable
circumstance arising from events beyond the control of the Director (or
Beneficiary, as applicable). The investment earnings credited to the Director's
Account shall be determined as if the withdrawal had been debited from the
Director's Account on the first day of the month in which the withdrawal occurs.

  5.5  Status of Certain Directors.  For purposes of Section 5.2, a retired
Director who continues to advise the Board of Directors under an Advisory
Services Agreement shall be treated as an active Director for the period that he
or she continues to serve under such agreement, if the Director so elects on or
before April 25, 1996.  An election under this Section 5.5 shall not otherwise
alter the Director's rights under this plan.  Once made, an election under this
Section 5.5 shall be irrevocable.

  5.6  Corporation's Right to Withhold.  There shall be deducted from all
payments under this Plan the amount of taxes, if any, required to be withheld
under applicable federal or state tax laws.  The Directors and their
Beneficiaries will be liable for payment of any and all income or other taxes
imposed on Deferred Compensation payable under this Plan.

  5.7  Section 16 Limitations on Distributions.  Notwithstanding anything
contained herein to the contrary, no distribution of any portion of a Director's
Account credited to the Lockheed Martin Common Stock Investment Option shall be
made unless (I) the Board of Directors or Committee has approved the
distribution or (ii) at least six months have passed from the date the
Director's service on the Board has terminated.


                                   ARTICLE VI

                   ADMINISTRATION, AMENDMENT AND TERMINATION
                                        

  6.1   Administration by Committee.  This Plan shall be administered by a
Committee consisting of exclusively "non-employee directors" as that term is
defined in Rule 16b-3 

 
("Rule 16b-3") promulgated by the Securities and Exchange Commission under
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"). The
Committee shall act by vote of a majority or by unanimous written consent of its
members. The Committee's resolution of any question regarding the interpretation
of this Plan shall be subject to review by the Board, and the Board's
determination shall be final and binding on all parties.

  6.2  Amendment and Termination.  This Plan may be amended, modified, or
terminated by the Board at any time, except that no such action shall (without
the consent of affected Directors or, if appropriate, their Beneficiaries or
personal representatives) adversely affect the rights of Directors or
Beneficiaries with respect to compensation earned and deferred under this Plan
prior to the date of such amendment, modification, or termination.


                                  ARTICLE VII

                                 MISCELLANEOUS
                                        

  7.1  Limitation on Directors' Rights.  Participation in this Plan shall not
give any Director the right to continue to serve as a member of the Board or any
rights or interests other than as herein provided.  No Director shall have any
right to any payment or benefit hereunder except to the extent provided in this
Plan.  This Plan shall create only a contractual obligation on the part of the
Corporation as to such amounts and shall not be construed as creating a trust.
The Plan, in and of itself, has no assets.  Directors shall have only the rights
of general unsecured creditors of the Corporation with respect to amounts
credited to or payable from their Accounts.

  7.2  Beneficiaries.

  (a) Beneficiary Designation.  Subject to applicable laws (including any
applicable community property and probate laws), each Director may designate in
writing the Beneficiary that the Director chooses to receive any payments that
become payable after the Director's death, as provided in Section 5.3.  A
Director's Beneficiary designation shall be made on forms provided and in
accordance with procedures established by the

 
Corporation and may be changed by the Director at any time before the Director's
death.

  (b) Definition of Beneficiary.  A Director's "Beneficiary" or "Beneficiaries"
shall be the person or persons, including a trust or trusts, validly designated
by the Director or, in the absence of a valid designation, entitled by will or
the laws of descent and distribution to receive the amounts otherwise payable to
the Director under this Plan in the event of the Director's death.

  7.3  Rights Not Assignable; Obligations Binding Upon Successors.  A Director's
rights under this Plan shall not be assignable or transferable and any purported
transfer, assignment, pledge or other encumbrance or attachment of any payments
or benefits under this Plan, or any interest thereon, other than pursuant to
Section 7.2, shall not be permitted or recognized.  Obligations of the
Corporation under this Plan shall be binding upon successors of the Corporation.

  7.4  Governing Law; Severability.  The validity of this Plan or any of its
provisions shall be construed, administered, and governed in all respects under
and by the laws of the State of Maryland.  If any provisions of this instrument
shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.

  7.5  Annual Statements.  The Corporation shall prepare and send a statement to
the Director (or to the Director's Beneficiary after the Director's death)
showing the balance credited to the Director's Account as of December 31 of each
year for which an Account is maintained with respect to the Director.

  7.6  Headings Not Part of Plan.  Headings and subheadings in this Plan are
inserted for reference only and are not to be considered in the construction of
this Plan.

  7.7  Consent to Plan Terms.  By electing to participate in this Plan, a
Director shall be deemed conclusively to have accepted and consented to all of
the terms of this Plan and to all actions and decisions of the Corporation,
Board, or Committee with regard to the Plan.  Such terms and consent shall also
apply 

 
to and be binding upon each Director's Beneficiary or Beneficiaries, personal
representatives, and other successors in interest.

  7.8  Effective Date.  This Plan shall became effective on March 15, 1995.

  7.9  Plan Construction.  It is the intent of the Corporation that this Plan
satisfy and be interpreted in a manner that satisfies the applicable
requirements of Rule 16b-3 so that Directors will be entitled to the benefits of
Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and
will not be subjected to avoidable liability thereunder.  Any contrary
interpretation shall be avoided.

 
                                                                   EXHIBIT 10(g)



Resolution No. 57            
- --------------------------------------------------------------------------------

Lockheed Martin Corporation
Board of Directors
May 25, 1995:  Amended June 27, 1997

Re:  Benefits for Elected Officers (Post-Retirement Death Benefit Plan,
     Financial Counseling, Personal Liability Insurance, Accidental Death and
     Dismemberment Coverage and Other Incidental Benefits)



          RESOLVED, That the Chairman and Chief Executive Officer and the
     President be and each is hereby authorized, with authority to delegate such
     authorization, to adopt for the benefit of elected officers of the
     Corporation a post-retirement death benefit plan paying benefits in the
     amount of one and one-half times base salary at retirement, except that
     officers who do not waive their rights to post retirement death benefits
     under the Martin Marietta Corporation Post Retirement Death Benefit Plan
     for Senior Executives or the Lockheed Corporation Post Retirement Death
     Benefit Plan, as appropriate, will not be eligible for the plan.


          RESOLVED, That the Chairman and Chief Executive Officer and the
     President be and each is hereby authorized, with authority to delegate such
     authorization, to adopt a financial counseling program which provides
     reimbursement to elected officers and Presidents of Operating Companies of
     the Corporation for financial counseling up to 3-1/2% of base salary as of
     the first pay period of the year in which the expense is incurred or
     $10,000, whichever is less, and reimbursement to appointed Vice Presidents
     of $2,000 annually; provided however, that during 1995, officers and vice
     presidents who continue to receive reimbursement for similar expenses under
     existing 

 
     Martin Marietta Corporation and Lockheed Corporation programs shall not be
     eligible to receive reimbursements.


          RESOLVED FURTHER, That the Chairman and Chief Executive Officer and
     the President be and each is hereby authorized, with authority to delegate
     such authorization, to adopt for the benefit of elected officers (i)
     personal liability insurance coverage while employed as an officer of
     $5,000,000; and (ii) accidental death and dismemberment coverage while
     employed as an officer of $1,000,000; and to adopt for elected officers and
     senior management employees such other incidental benefits and non-cash
     compensation as is consistent with the presentation made to the Committee
     on such matters and for which no significant long term liabilities for the
     Corporation are created.


          RESOLVED FURTHER, That the officers of the Corporation be and each
     hereby is authorized, with the power to delegate such authorization, to
     execute and deliver such instruments and documents, to do all such other
     acts and things, and to take all such further steps as are deemed necessary
     or advisable or convenient or proper in order to fully carry out the intent
     of the foregoing resolutions.


     AMENDED JUNE 27,1997:


          RESOLVED, That effective this date, the Financial Counseling Program
     for Elected Officers shall be further modified to extend the program for
     elected officers to allow for participation one year following the year in
     which the officer's retirement occurs.

 
                                                                   Exhibit 10(u)



                              RETENTION AGREEMENT
                              -------------------


AGREEMENT entered into effective as of November 1, 1997 between Lockheed
Martin Corporation (the "Corporation") and [  ] (the "Executive").

Whereas the Corporation wishes to assure that it retains the continued services
of the Executive for the strategically important [    ] competition, the 
Corporation and Executive agree as follows:

1.   RETENTION PERIOD

     This Agreement shall become effective as of November 1, 1997, and shall end
     on December 31, 2001.  The period during which this Agreement is effective
     shall be known as the "Retention Period."

2.   NATURE OF EMPLOYMENT

     During the Retention Period the Executive agrees to continue to perform and
     discharge faithfully his duties as the  [].  The Executive agrees to devote
     his full attention to the business of the Corporation and shall not engage
     in any other business activity whether or not that business activity is
     pursued for gain, profit or other pecuniary advantage.

3.   RETENTION BONUS

     In addition to the compensation and benefits otherwise payable to the
     Executive, the Executive is eligible to receive a Retention Bonus in
     accordance with the following terms and conditions:

     a.   Completion of Retention period and [ ] Win.
          -------------------------------------------
          Subject to Section 3(d), if the Executive remains employed through the
          completion of the Retention Period and the Company wins the [ ]
          competition, the Executive will receive a lump-sum retention bonus
          equal to two times Base Salary and Average Bonus. The retention bonus
          shall be paid as soon as practicable following completion of the
          Retention Period.

 
     b.   Completion of Retention Period and [ ] Loss.
          --------------------------------------------
          If the Executive remains employed through the completion of the
          Retention Period and the Corporation does not win the [ ] competition,
          he will receive a lump-sum retention bonus equal to the amount
          calculated in Section 3(a), reduced by one-third (1/3).  The retention
          bonus shall be paid as soon as practicable following completion of the
          Retention Period.



     c.   Termination for Reasons other than Good Cause or Substantial and
          ----------------------------------------------------------------
          Serious Cause.  If the Executive dies, becomes disabled or resigns for
          --------------                                                        
          reasons other than Good Cause prior to completion of the Retention
          Period, he (or his estate, if applicable) will receive a lump-sum
          retention bonus equal to the amount calculated under Section 3(a),
          reduced by one-third (1/3) and further reduced on a pro-rata basis for
          each day by which the Executive's death disability or resignation date
          precedes December 31, 2001. The retention bonus shall be paid as soon
          as practicable following the Executive's death, disability or
          resignation.



     d.   Delay in [ ] Award.  If the [ ] award decision is delayed beyond
          ---------------------                                           
          December 31, 2001, a retention bonus calculated under Section 3(b)
          shall be paid to the Executive as soon as practicable following
          completion of the Retention Period.  If the Company wins the [  ]
          competition, an additional amount equal to the difference between the
          amount paid pursuant to the preceding sentence and the amount payable
          under Section 3(a) shall be paid as soon as practicable following the
          award decision.  Notwithstanding the foregoing, the Compensation
          Committee of the Company's Board of Directors may, in its sole
          discretion, elect to pay such additional amount prior to the receipt
          of the award decision.  Any such payment will be final and not subject
          to repayment to the Company by the Executive if the Company does not
          win the [ ] competition.

 
     e.   Termination By Corporation For Substantial and Serious Cause.  If,
          ------------------------------------------------------------      
          prior to the completion of the Retention Period, the Executive's
          employment is terminated by the Corporation for Substantial and
          Serious Cause, no retention bonus will be payable and no further
          obligation under this Agreement shall exist on the part of the
          Corporation (or its Affiliates) to the Executive.

     f.   Termination By Corporation For Other than Substantial and Serious
          -----------------------------------------------------------------
          Cause or Resignation by Executive For Good Cause. If, prior to the
          ------------------------------------------------                  
          completion of the Retention Period, the Executive's employment is
          terminated by the Corporation for any reason other than Substantial
          and Serious Cause or the Executive resigns for Good Cause, the
          Corporation shall pay to the Executive a retention bonus equal to the
          retention bonus payable under Section 3a as soon as practicable
          following the Executive's termination of employment.  Additionally,
          the Corporation may unilaterally terminate this Agreement at any time,
          in which case the Corporation shall pay to the Executive a retention
          bonus equal to the retention bonus payable under Section 3a as soon as
          practicable following the termination of the Agreement.

     g.   Definitions.
          ------------

          For the purpose of this Section 3,

          AVERAGE BONUS shall mean the greater of (i) the average of the
          Executive's annual bonuses awarded (regardless of when paid) during
          the three year period ending on December 31, 2001(or the December 31
          preceding or coinciding with his date of termination of employment
          prior to December 31, 2001) under the Lockheed Martin Corporation
          Management Incentive Compensation Plan ("MICP"), or (ii) the average
          of the Executive's annual MICP bonuses awarded (regardless of when
          paid) during the three year period ending on December 31, 1997.

          BASE SALARY shall be the greater of (i) Executive's

 
          Base Salary on December 31, 2001 (or the day immediately preceding his
          termination of employment prior to such date) or (ii) his Base Salary
          on December 31, 1997.

          GOOD CAUSE shall mean any of the following, if undertaken without the
          consent of the Executive:

          Assignment of duties inconsistent with the position, duties,
          responsibilities and status of an executive of the Corporation;

          Reduction of reporting responsibilities, or titles from those
          previously held with the Corporation;

          Reduction in the amount of the Executive's salary from the salary
          previously paid to the Executive by the Corporation, or reduction in
          the Executive's bonus target from the bonus previously targeted for
          the Executive by the Corporation;

          Notwithstanding the foregoing, Good Cause shall not include
          termination by the Corporation for Substantial and Serious Cause or
          any act taken by the Corporation in furtherance of its obligations
          under the Administrative Agreement between the Corporation and the
          United States Air Force, entered into in June 1995.

          SUBSTANTIAL AND SERIOUS CAUSE shall mean the Executive's final
          conviction of a felony or Federal offense involving fraud, corruption,
          or moral turpitude; the Executive's engaging in willful fraud or
          defalcation involving material funds or other assets of the
          Corporation; or the debarment of the Executive or the Executive
          engaging in any other offense described in Administrative Agreement
          between the Corporation and the United States Air Force, entered into
          in June 1995.

          A WIN of the [ ] competition shall mean an award to the Corporation of
          any portion of the [ ] program.

 
4.   DISCLOSURE OF INFORMATION AND INTELLECTUAL PROPERTY

     a.   The Executive recognizes and acknowledges that the Corporation's
          proprietary developments, trade secrets, confidential technical and
          business data, and sensitive management, financial, business,
          planning, marketing information, and the like ("Proprietary
          Information"), are valuable, special and unique assets of the
          Corporation's business, access to and knowledge of which are essential
          to the performance of the Executive's duties under this Agreement.
          The Executive shall not, during or after the Retention Period, in
          whole or in part, disclose such Proprietary Information to any person,
          firm, corporation, association or other entity for any reason or
          purpose whatsoever; nor shall the Executive make use of any such
          property for his own purposes or for the benefit of any person, firm,
          corporation or other entity except the Corporation under any
          circumstance; provided that after the Executive's employment
          terminates, the restrictions shall not apply to such Proprietary
          Information which are in the public domain so long as the Executive
          was not responsible, directly or indirectly, for such Proprietary
          Information entering the public domain without the Corporation's
          consent.

     b.   The Executive shall disclose promptly and fully to the Corporation all
          innovations, inventions, works of authorship prepared by him within
          the scope of his employment, and any other items of intellectual
          property ("Intellectual Property"), whether or not patentable,
          copyrightable or registrable, that have been conceived, made or
          authored by him solely or jointly with others during the period of his
          employment with the Corporation:  (i) which relate to the business or
          investigations of the Corporation or its affiliates; (ii) which result
          from any work that the Executive may do for or on behalf of the
          Corporation;  (iii) which result from any Proprietary Information that
          may have been made available to the Executive; or (iv) that are
          otherwise made through the use of the Corporation's time, facilities
          or materials.  All such Intellectual Property shall be the sole and
          exclusive property of

 
          the Corporation. The Executive hereby assigns all of his right, title
          and interest to such Intellectual Property to the Corporation.

5.   COVENANT NOT TO COMPETE

     For a period ending twelve months from and after the termination of the
     Executive's employment during the Retention Period, the Executive shall not
     engage in any business (whether as an officer, director owner, employee,
     partner or other direct or indirect participant) competing with that of the
     Corporation in any area in which the Corporation is conducting any business
     on the date of such termination of employment. For such period, the
     Executive shall also not interfere with, disrupt, or attempt to disrupt the
     relationship, contractual of otherwise, between the Corporation and any
     customer, supplier or employee of the Corporation.

     It is the desire and intent of the parties that the provisions of this
     shall be enforced to the fullest extent permissible under the laws and
     public policies applied in each jurisdiction in which enforcement is
     sought.  Accordingly, if any particular portion of this Section 5 shall be
     adjudicated to be invalid or unenforceable, this Section shall be deemed
     amended to delete therefrom the portion thus adjudicated to be invalid or
     unenforceable, such deletion to apply only with respect to the operation of
     this Section in the particular jurisdiction in which such adjudication is
     made.

6.   NON-WAIVER OF OTHER RIGHTS OR REMEDIES

     No actions taken by the Corporation under the terms and conditions of this
     Agreement shall be deemed to be a waiver of any of its other rights or
     remedies available at law, in equity or otherwise.


7.   ASSUMPTION AND ASSIGNABILITY OF AGREEMENT

     The Executive may not delegate, subcontract or otherwise transfer or assign
     his rights or obligations under this Agreement.  The rights and obligations
     of the Corporation

 
     under this Agreement shall inure to the benefit of and shall be binding
     upon the successors and assigns of the Corporation.

8.   AMENDMENT

     This Agreement may not be modified, changed or altered except in writing
     signed by both the Executive and the Corporation.

9.   MEDIATION

     The parties shall attempt in good faith to resolve any dispute (other than
     a dispute under 4 or 5) arising out of or relating to this Agreement
     promptly by negotiation.  Any party may give the other party written notice
     of any dispute not resolved in the normal course of business.  Within 15
     days after delivery of the notice, the receiving party shall submit to the
     other a written response.  The notice and the response shall include (i) a
     statement of each party's position and a summary of arguments supporting
     that position, and (ii) the name and title of the individual who will
     represent that party.  Within thirty (30) days after delivery of the
     disputing party's notice, the representatives of both parties shall meet at
     a mutually acceptable time and place, and thereafter as often as they
     reasonably deem necessary, to attempt to resolve the dispute.  All
     reasonable requests for information made by one party to the other will be
     honored.  If the dispute has not been resolved by negotiation within sixty
     (60) days of the disputing party's notice, or if the parties fail to meet
     within thirty (30) days, the parties shall endeavor to settle the dispute
     by mediation under CPR Model Mediation Procedure for Business Disputes in
     effect on the date of this Agreement.  The time periods contained in this
     paragraph may be extended by mutual consent.

10.  INJUNCTION

     If there is a breach or threatened breach of the provisions of Section 4 or
     5, the Corporation shall be entitled to an injunction restraining the
     Executive from such breach.  Nothing herein shall be construed as
     prohibiting the

 
     Corporation from pursuing any other remedies for such breach or threatened
     breach. However, nothing herein should be construed as requiring the
     Corporation to mediate its claims under Section 9 above prior to seeking
     the injunction.

12.  GOVERNING LAW

     This Agreement shall be governed in all respects by and in accordance with
     the laws of the State of Maryland.

13.  SEPARABILITY

     The invalidity or unenforceability of any portion of this Agreement shall
     not affect the validity or enforceability of any other provision of this
     Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
November 1, 1997.

LOCKHEED MARTIN CORPORATION



By:
     ------------------------------      ----------------------------------
     Robert B. Corlett
     Vice President
     Human Resources

 
                        ADDENDUM TO RETENTION AGREEMENT
                        -------------------------------

     This Addendum is entered into effective as of November 1, 1997, by and
between Lockheed Martin Corporation (the "Corporation") and [ ]. (the
"Executive").

     Whereas the Corporation and the Executive are parties to a Retention
Agreement dated as of November 1, 1997 (the "Agreement"); and

     Whereas the Corporation and the Executive wish to clarify the term of the
Covenant Not to Compete set forth in Section 5 of the Agreement.

     NOW THEREFORE, the Corporation and the Executive agree that the first
sentence of Section 5 of the Agreement is revised to read as follows:

     For a period ending upon the earlier of (i) the [ ] award decision or (ii)
     twelve months from and after the termination of the Executive's employment
     during the Retention Period, the Executive shall not engage in any business
     (whether as an officer, director owner, employee, partner or other direct
     or indirect participant) competing with that of the Corporation in any area
     in which the Corporation is conducting any business on the date of such
     termination of employment.


     IN WITNESS WHEREOF, the parties have executed this Addendum effective as of
November 1, 1997.

LOCKHEED MARTIN CORPORATION



By:
     -----------------------------      ---------------------------------
     Robert B. Corlett
     Vice President
     Human Resources


Date: December ___, 1997                Date: December ___, 1997

 
                                                                   EXHIBIT 10(v)



                          MARTIN MARIETTA CORPORATION
                Deferred Compensation Plan for Selected Officers
                ------------------------------------------------
                                        
                            Adopted October 27, 1994
                             AMENDED JUNE 27, 1997

                                        
The name of this plan is the Martin Marietta Corporation Deferred Compensation
Plan for Selected Officers (the "Plan").  The Plan provides for the deferred
payment to selected officers ("Officers") of compensatory obligations that
Martin Marietta Corporation (the "Corporation") is expected to accrue by reason
of the Corporation's proposed combination with Lockheed Corporation (the
"Combination").  This Plan shall take effect only if the Combination is
consummated.


     A.  Background and Purpose.  In connection with the Combination, the Board
         ----------------------                                                
of Directors of the Corporation (the "Board") has amended certain of its
executive compensation plans, including the Amended and Restated Long Term
Performance Incentive Compensation Plan and the Deferred Compensation and Estate
Supplement Plan.  The purpose of the amendments was to modify (and in some cases
reduce) the payment obligations that otherwise would have accrued under the
terms of those plans by reason of the Combination.  Pursuant to the amendments,
most of the participants in the plans will receive single sum payments shortly
following the date of the Combination, if it is consummated.  However, the Board
has decided to implement the plan amendments by deferring payment to a
participant if immediate payment would (or reasonably might) prevent the
Corporation from deducting that payment for Federal income tax purposes.  The
Board has determined that the deductibility of payments to certain Officers
would be jeopardized if made on an immediate basis, and thus that the plan
amendments should be implemented by making deferred payments to those Officers.
None of the Officers has been given or may hereafter exercise any elective right
with respect to the timing of the payments.  This Plan sets forth the
contractual terms under which the deferred compensation shall be accumulated and
paid.

 
     B.  Participating Officers and Amounts Deferred.  The Officers for whom
         -------------------------------------------                        
deferred compensation will be credited and paid under this Plan shall be those
Officers designated by the Board, as evidenced in the records of Board meetings
and by written notices to such Officers.  The amount of deferred compensation
with respect to each Officer shall equal the Corporation's accrued obligations
to that Officer under all plans for which the Board has determined that payment
on a deferred basis is warranted.  The Corporation's accrued obligation to an
Officer under each plan shall equal the single sum amount that would have been
payable to the Officer under the plan at the time of the Combination if it had
not been determined that payment to the Officer under that plan was to be
deferred.  Any payroll taxes required to be withheld with respect to an
Officer's deferred compensation shall be withheld out of other wages payable to
that Officer and shall not reduce the amount of that Officer's deferred
compensation.



     C.  Crediting of Accounts.  Each participating Officer's deferred
         ---------------------                                        
compensation shall be credited to a bookkeeping account (the "Account")
maintained in that Officer's name.  The Officer's Account shall be credited as
of the day on which the deferred amount would have been payable to the Officer
if the Officer's payment under the plan had not been deferred.  In addition,
each Officer's Account shall be credited with interest at a daily rate
equivalent to the Federal long-term rate, as determined under section 1274(d) of
the Internal Revenue Code of 1986, as amended, applicable to the month in which
the deferred compensation is first credited to the Officer's Account.  Interest
shall be credited for the period commencing with the first day as of which any
deferred compensation is credited to the Officer's Account and ending on the day
on which actual payment of the deferred compensation is made.  Each
participating Officer shall at all times have a fully vested and nonforfeitable
interest in the deferred compensation and interest credited to his or her
Account.



     D.  Payment of Deferred Compensation.  Each participating Officer's Account
         --------------------------------                                       
balance shall be paid to him or her in a single sum as soon as practicable
following the last day of the calendar year in which the Officer ceases to be an
officer of the Corporation (and ceases to be an officer of any parent or
affiliate of the Corporation) ("Original Payment Date") or at 

 
such later date as is elected by the Officer in accordance with Paragraph G
below.


     E.  Death Benefits.  In the event that an Officer dies before his or her
         --------------                                                      
Account balance has been paid, the Account balance shall be paid to the
Officer's beneficiary in a single sum as soon as practicable thereafter, unless
the Committee determines that payment at that time would jeopardize the
deductibility of the payment, in which case payment shall be made no later than
February 1 of the year following the year of the Officer's death.  For purposes
of this paragraph, an Officer's surviving spouse shall be deemed to be the
Officer's beneficiary, unless the Officer has notified the Committee in writing
prior to his or her death that a different individual, individuals, or other
person (including the Officer's estate) is to be treated as the Officer's
beneficiary under this Plan.  If the Officer is not survived by a spouse or
other designated beneficiary, payment shall be made to the Officer's estate.



     F.  Additional Payments.  The payment of deferred compensation under this
         -------------------                                                  
Plan is intended to protect the Corporation's right to claim Federal income tax
deductions, not to impair the economic position of the Officers for whom the
Committee has determined that deferred payments are warranted.  Accordingly, if
the deferred payments to be made under this Plan cause the economic position of
any Officer to be impaired, the Committee shall direct that an additional
payment be made to that Officer (or the Officer's beneficiary) which, after
taking account of any taxes imposed on that additional payment, shall be
sufficient to eliminate that economic impairment.  For purposes of this
paragraph, the economic position of an Officer shall be deemed to have been
impaired by deferral under this Plan if and to the extent that (i) the deferred
payment made to that Officer, less any income taxes or other assessments imposed
by reason of the inclusion in the Officer's gross income for any year of the
amounts paid or deferred hereunder, is less than (ii) the amount the Officer
would have accumulated if the amount deferred hereunder had been paid to the
Officer at the time of the Combination, and the amount of that payment (less
income taxes thereon) had immediately been invested (and remained invested for
the Officer's deferral period) in an investment that provided a currently
taxable rate of return equal to the crediting rate described in paragraph C.
For purposes of clause (ii), it shall 

 
be assumed that the Officer would have been subject to income tax at the highest
applicable combined Federal and state rates for all years during the deferral
period. Notwithstanding the foregoing, the Corporation's obligation to make
additional payments under this Paragraph F shall apply only to the extent the
economic position of the Officer is impaired by the decision of the Compensation
Committee to defer amounts and shall not apply to the extent of any impairment
of the economic position of the Officer as a result of the decision of the
Officer to defer payments under Paragraph G below.


     G.  Deferral of Payments By Officer.  An Officer may elect to defer payment
         -------------------------------                                        
of his Account by executing and delivering to the Corporation a Deferral
Agreement no later than the later of (i) July 27, 1997; or (ii) one year prior
to the year in which an Officer retires or otherwise terminates employment with
the Corporation (or of any parent or affiliate of the Corporation).  The
Deferral Agreement shall provide for payment to begin on or about (i) the July
15th next following the Original Payment Date; or (ii) the January 15th or July
15th next following the Original Payment Date and attainment of the age
designated by the Officer in the Deferral Agreement.  The Deferral Agreement
shall also provide for election of a form of payment for the Officer's Account
from among the following options:



               (A)  A lump sum; or


               (B) Annual payments for a period of years designated by the
               Officer which shall not exceed fifteen (15).  The amount of each
               annual payment shall be determined by dividing the Officer's
               Account balance at the end of the month prior to such payment by
               the number of years remaining in the designated installment
               period.  The installment period may be shortened, in the sole
               discretion of the Committee, if the Committee at any time
               determines that the amount of the annual payments that would be
               made to the Officer during the designated installment period
               would be too small to justify the maintenance of the Officer's
               Account and the processing of payments.  If an Officer dies while
               actively employed or otherwise before the payment of his or her
               account has 

 
               commenced, payments to the Officer's Beneficiary shall commence
               on the date payments to the Officer would have commenced, taking
               account of the Officer's termination of employment (by death or
               before) and, if applicable, by postponing commencement until
               after the date the Officer would have attained the commencement
               age specified by the Officer. Whether the Officer dies before or
               after the commencement of distributions, payments to the
               Beneficiary shall be made for the period or remaining period
               elected by the Officer. Notwithstanding anything herein, the
               Committee may direct payment of all or a portion of the Officer's
               Account at a date earlier than the date elected by the Officer
               for the receipt of payment if the Committee determines in good
               faith, based on consultation with counsel, that (i) the Officer
               is suffering from a serious financial emergency caused by
               circumstances beyond the Officer's control which would cause a
               hardship to the Officer unless all or a portion of his or her
               Account was paid; or (ii) a change in, interpretation of, or
               determination under, the Internal Revenue Code or other
               applicable law with respect to the Plan will have an adverse
               effect on the Plan or any Officer.


     H.  Change in Control.  In the event of a change in control of Lockheed
         -----------------                                                  
Martin Corporation (the "Combined Company"), each Officer's Account balance
shall be paid to the Officer in a lump sum immediately following the change in
control, unless prior to the change in control, the Board of Directors of the
Combined Company directs otherwise by a vote of three-quarters of the incumbent
members of that board.  In the event the Board of Directors of the Combined
Company directs that the Officers' Account balances not be paid upon the change
in control, (i) all deferred compensation under the Plan will be payable under
paragraph D of the Plan, and (ii) the Corporation shall immediately establish a
trust under terms equivalent to those described in IRS Revenue Procedure 92-64,
1992-2 C.B. 422, and contribute to the trust an amount equal to the sum of all
the Account balances then existing under this Plan plus $500,000.  Subject to
the rights of the Corporation's creditors, as 

 
described in IRS Revenue Procedure 92-64, all assets of the trust shall be used
exclusively to pay benefits under this Plan, except that the additional $500,000
shall be available to pay legal fees and costs incurred by the Officers if legal
or other action is necessary for the Officers to receive payment under this Plan
in accordance with paragraph D; any trust assets remaining after payment of all
benefits under this Plan shall revert to the Corporation. For the purposes of
this Plan, a change in control shall be deemed to occur in the circumstances
that would constitute a change in control under the terms of the Lockheed Martin
Corporation Omnibus Performance Award Plan, to be implemented by the Combined
Company.


     I.  Nature of Officers' Rights.  An Officer's right to payment under this
         --------------------------                                           
Plan is not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, or encumbrance.  Amounts payable hereunder shall be paid
exclusively from the general assets of the Corporation, and each Officer's
rights shall be those of a general, unsecured creditor of the Corporation.  The
liability of the Corporation hereunder is a mere contractual promise to make
benefit payments in the future.  Any assets that may be acquired or held by the
Corporation in connection with this Plan shall be the sole property of the
Corporation, and no Officer shall have any claim against, or beneficial interest
in, any specific assets of the Corporation.  It is the Corporation's intention
that the Plan be unfunded for Federal income tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974.


     J.  Amendment.  The Board may amend or modify this Plan at any time,
         ---------                                                       
provided, however, that no amendment shall have the effect of reducing an
Officer's Account balance or of impairing an Officer's nonforfeitable right to
receive payment of the deferred compensation credited to the Officer's Account.
Further, no amendment may alter the formula or method for crediting interest to
an Officer's Account, unless the amended formula is not less favorable to the
Officer than that previously in effect, or unless the Officer has consented to
the amended formula or to an alternative method for crediting investment
increments to his or her Account.  Further, no amendment may be made to limit
the effect of Paragraph G after a change in control, within the meaning of that
paragraph, occurs.

 
     K.  Administration.  This Plan shall be administered by the Committee (or
         --------------                                                       
such other committee or board of the Combined Company as may hereafter be
delegated authority to oversee the compensation of the Officers participating
hereunder), which shall have full authority to interpret the Plan;
interpretations by the Committee shall be final and binding on all parties.



     L.  Binding Effect.  This Plan is intended to represent a binding contract
         --------------                                                        
between the Corporation and each participating Officer, and its terms shall be
binding upon the Corporation, its successors, transferees, and assigns, and
shall inure to the benefit of the Officers and their heirs, executors,
administrators, and legal representatives.



     M.  Applicable Law.  Except as otherwise required by law, this Plan and all
         --------------                                                         
matters arising hereunder shall be governed by the laws of the State of
Maryland.

 
                                                                  Exhibit 10(ee)



                          LOCKHEED MARTIN CORPORATION
                          ---------------------------
                           SUPPLEMENTAL SAVINGS PLAN
                           -------------------------

                 (Amended and Restated as of January 1, 1997)



                                   ARTICLE I
                                   ---------



                             PURPOSES OF THE PLAN
                             --------------------


  The purposes of the Lockheed Martin Corporation Supplemental Savings Plan (the
"Supplemental Savings Plan") are to provide certain key management employees of
Lockheed Martin Corporation and its subsidiaries (the "Company") the opportunity
to defer compensation that cannot be contributed under the Lockheed Martin
Salaried Savings Program (the "Qualified Savings Plan") because of the
limitations of Code section 401(a)(17), 402(g), or 415(c)(1)(A), and to provide
those employees with matching credits equal to the matching contributions that
would have been made by the Company on their behalf under the Qualified Savings
Plan if the amounts deferred had been contributed to the Qualified Savings Plan.


                                  ARTICLE II
                                  ----------



                                  DEFINITIONS
                                  -----------


  Unless the context indicates otherwise, the following words and phrases shall
have the meanings hereinafter indicated:

  1.  ACCOUNT -- The bookkeeping account maintained by the Company for each
Participant which is credited with the Participant's Deferred Compensation,
Matching Credits, and earnings (or losses) attributable to the Investment
Options selected by the Participant, and which is debited to reflect
distributions.  The portions of a Participant's Account allocated to different
Investment Options will be accounted for separately.

 
  2.  ACCOUNT BALANCE -- The total amount credited to a Participant's Account at
any time, including the portions of the Account allocated to each Investment
Option.

  3.  BENEFICIARY -- The person or persons designated by the Participant as his
or her beneficiary under the Qualified Savings Plan.

  4.  BOARD -- The Board of Directors of Lockheed Martin Corporation.

  5.  CODE -- The Internal Revenue Code of 1986, as amended.

  6.  COMMITTEE -- The committee described in Section 1 of Article IX.

  7.  COMPANY -- Lockheed Martin Corporation and its subsidiaries.

  8.  COMPANY STOCK INVESTMENT OPTION -- The Investment Option under which the
Participant's Account is credited as if invested under the investment option in
the Qualified Savings Plan for the common stock of the Company.

  9.  COMPENSATION -- An employee's base salary from the Company, as defined in
the Qualified Savings Plan.

  10.  DEFERRAL AGREEMENT -- The written agreement executed by an Eligible
Employee on the form provided by the Company under which the Eligible Employee
elects to defer Compensation for a Year.

  11.  DEFERRED COMPENSATION -- The amount of Compensation deferred and credited
to a Participant's Account under the Supplemental Savings Plan for a Year.

  12.  ELIGIBLE EMPLOYEE -- A salaried employee who is eligible to participate
in the Qualified Savings Plan as of the thirtieth (30th) day preceding the last
day on which a Deferral Agreement may be made for a Year, and whose annual rate
of Compensation equals or exceeds $150,000 as of November 1 of the Year
preceding the Year for which a Deferral Agreement is to take effect, and who
satisfies such additional requirements for

 
participation in this Supplemental Savings Plan as the Committee may from time
to time establish. In the exercise of its authority under this provision, the
Committee shall limit participation in the Plan to employees whom the Committee
believes to be a select group of management or highly compensated employees
within the meaning of Title I of the Employee Retirement Income Security Act of
1974, as amended.

  13.  EXCHANGE ACT -- The Securities Exchange Act of 1934.

  14.  INVESTMENT OPTION -- A measure of investment return pursuant to which
Deferred Compensation credited to a Participant's Account shall be further
credited with earnings (or losses).  The Investment Options available under this
Supplemental Savings Plan shall correspond to the investment options available
under the Qualified Savings Plan.

  15.  MATCHING CREDIT -- Any amount credited to a Participant's Account under
Article IV.

  16.  PARTICIPANT -- An Eligible Employee for whom Compensation has been
deferred under this Supplemental Savings Plan; the term shall include a former
employee whose Account Balance has not been fully distributed.

  17.  QUALIFIED SAVINGS PLAN -- The Lockheed Martin Salaried Savings Plan or
any successor plan.

  18.  SECTION 16 PERSON -- A Participant who at the relevant time is subject to
the reporting and short-swing liability provisions of Section 16 of the Exchange
Act.

  19.  SUPPLEMENTAL SAVINGS PLAN -- The Lockheed Martin Corporation Supplemental
Savings Plan, which was originally adopted by the Board of Directors of Lockheed
Corporation, effective January 1, 1984, as the Lockheed Corporation Supplemental
Savings Plan, and which has been amended and restated (and re-named) pursuant to
action of the Board on July 25, 1996.

  20.  YEAR -- The calendar year.

 
                                 ARTICLE III
                                 -----------



                          ELECTION OF DEFERRED AMOUNT
                          ---------------------------


  1.  Timing of Deferral Elections.  An Eligible Employee may elect to defer
      ----------------------------                                          
Compensation for a Year by executing and delivering to the Company a Deferral
Agreement no later than November 30 of the preceding Year.  An Eligible
Employee's Deferral Agreement shall be irrevocable when delivered to the Company
and shall remain irrevocably in effect for all succeeding Years, except that the
Deferral Agreement may be modified or revoked with respect to any succeeding
year by the Eligible Employee's execution and delivery to the Company of a new
or modified Deferral Agreement on or before November 30 of such succeeding Year.
Notwithstanding the foregoing, deferral elections for the 1997 Year may be made
as late as February 28, 1997, in recognition of the fact that the right to enter
into Deferral Agreements for the 1997 Year has generally been suspended pending
the distribution of prospectuses for the Plan, as amended and restated;
provided, however, no Deferral Agreement for the 1997 Year shall take effect, or
apply to Compensation earned, before the date that the Eligible Employee's
Deferral Agreement is executed and delivered to the Company.

  2.  Amount of Deferred Compensation.  Unless an Eligible Employee elects to
      -------------------------------                                        
make no deferral for a Year, the Eligible Employee's Deferred Compensation for a
Year shall equal (i) his or her Compensation from the time when his or her
Deferral Agreement takes effect during the Year (as elected under Section 3 of
this Article III) until the last day of the Year, multiplied by (ii) the
percentage of Compensation that the Eligible Employee has elected to contribute
to the Qualified Savings Plan (whether in the form of pre-tax salary reduction
contributions, after-tax contributions, or a combination thereof) for that Year.
An Eligible Employee who has elected to make a deferral for a Year under this
Supplemental Savings Plan shall be precluded from modifying his or her rate of
contributions to the Qualified Savings Plan for that Year after the date on
which his or her Deferral Agreement for that Year (including any continuing
Deferral Agreement) has become irrevocable under Section 1 of this Article III.

  3.  Time when Deferral Agreement Takes Effect.  The
      -----------------------------------------                            

 
Eligible Employee may elect to have his or her Deferral Agreement take effect
after the occurrence of either of the following triggering events:

      (a)  the Eligible Employee's pre-tax salary reduction contributions under
  the Qualified Savings Plan for the Year equal the applicable limit under Code
  section 402(g), or

      (b)  the Compensation paid to the Eligible Employee for the Year equals
  the applicable compensation limit under Code section 401(a)(17), or, if
  earlier, the annual additions (within the meaning of Code section 415(c)(2))
  of the Eligible Employee for the Year under the Qualified Savings Plan and any
  other plan maintained by the Company equal the applicable limit under Code
  section 415(c)(1)(A).

An Eligible Employee's Deferral Agreement shall first take effect and apply to
that portion of Compensation earned by the Eligible Employee for a particular
payroll period that exceeds the amount at which, or with respect to which, the
triggering event occurs.



                                  ARTICLE IV
                                  ----------


                               MATCHING CREDITS
                               ----------------


  The Company shall credit to the Account of a Participant as Matching Credits
the same percentage of the Participant's Deferred Compensation as it would have
contributed as matching contributions to the Qualified Savings Plan if the
amount of the Participant's Deferred Compensation had been contributed as pre-
tax salary reduction or after-tax contributions to the Qualified Savings Plan.

 
                                   ARTICLE V
                                   ---------


                             CREDITING OF ACCOUNTS
                             ---------------------


  1.  Crediting of Deferred Compensation.  Deferred Compensation shall be
      ----------------------------------                                 
credited to a Participant's Account as of the day on which such amount would
have been credited to the Participant's account under the Qualified Savings Plan
if the Participant's Deferred Compensation had been contributed as pre-tax
salary reduction or after-tax contributions to the Qualified Savings Plan.

  2.  Crediting of Matching Credits.  Matching Credits shall be credited to a
      -----------------------------                                          
Participant's Account as of the day on which the Deferred Compensation to which
they relate are credited under Section 1.

  3.  Crediting of Earnings.  Earnings shall be credited to a Participant's
      ---------------------                                                
Account based on the Investment Option or Options to which his or her Account
has been allocated, beginning with the day as of which any amounts (or any
reallocation of amounts) are credited to the Participant's Account.  Any amount
distributed from a Participant's Account shall be credited with earnings through
the day on which the distribution is processed.  The manner in which earnings
are credited under each of the Investment Options shall be determined in the
same manner as under the Qualified Savings Plan.

  4.  Selection of Investment Options.  The amounts credited to a Participant's
      -------------------------------                                          
Account under this Supplemental Savings Plan shall be allocated among the
Investment Options in the same percentages as the Participant's account under
the Qualified Savings Plan is allocated among those Investment Options.  In the
event that an Account is maintained for a Participant under this Supplemental
Savings Plan at a time when an account is no longer maintained for the
Participant under the Qualified Savings Plan, the Participant may allocate and
reallocate his or her Account Balance among the Investment Options in accordance
with the procedures and limitations on allocations and reallocations under the
Qualified Savings Plan.

 
                                  ARTICLE VI
                                  ----------

                              PAYMENT OF BENEFITS
                              -------------------


  1.  General.  The Company's liability to pay benefits to a Participant or
      -------                                                              
Beneficiary under this Supplemental Savings Plan shall be measured by and shall
in no event exceed the Participant's Account Balance, which shall be fully
vested and nonforfeitable at all times.  All benefit payments shall be made in
cash and, except as otherwise provided, shall reduce allocations to the
Investment Options in the same proportions that the Participant's Account
Balance is allocated among those Investment Options.


  2.  Commencement of Payment.  The payment of benefits to a Participant shall
      -----------------------                                                 
commence as soon as administratively feasible following the Participant's
termination of employment with the Company and his or her entitlement to
commence receiving benefits under the Qualified Savings Plan.

  3.  Form of Payment.  At the time an Eligible Employee first completes a
      ---------------                                                     
Deferral Agreement, he or she shall irrevocably elect the form of payment of his
or her Account Balance from among the following options:

      (a)  A lump sum.

      (b)  Annual payments for a period of 5, 10, 15, or 20 years, as
           designated by the Participant. The amount of each annual payment
           shall be determined by dividing the Participant's Account Balance on
           the date such payment is processed by the number of years remaining
           in the designated installment period. The installment period may be
           shortened, in the sole discretion of the Committee, if the Committee
           at any time determines that the amount of the annual payments that
           would be made to the Participant during the designated installment
           period would be too small to justify the maintenance of the
           Participant's Account and the processing of payments.

  4.  Prospective Change of Payment Election.  The Committee
      --------------------------------------                            

 
may, in its discretion, permit a Participant to modify his or her payment
election under Section 3 of this Article VI at the time the Participant enters
into a Deferral Agreement for a Year; if accepted, any such modification shall
apply to all amounts credited to the Participant's Account under this
Supplemental Savings Plan. No such modification will be effective if made within
one year of the date of the Participant's termination of employment.

  5.  Death Benefits.  Upon the death of a Participant before a complete
      --------------                                                    
distribution of his or her Account Balance, the Account Balance will be paid to
the Participant's Beneficiary in an immediate lump sum.

  6.  Acceleration upon Change in Control.
      ----------------------------------- 

      (a)  Notwithstanding any other provision of this Supplemental Savings
  Plan, the Account Balance of each Participant shall be distributed in a single
  lump sum within fifteen (15) calendar days following a "Change in Control."

      (b)  For purposes of this Supplemental Savings Plan, a Change in Control
  shall include and be deemed to occur upon the following events:

           (1)  A tender offer or exchange offer is consummated for the
      ownership of securities of the Company representing 25% or more of the
      combined voting power of the Company's then outstanding voting securities
      entitled to vote in the election of directors of the Company.
  
           (2)  The Company is merged, combined, consolidated, recapitalized or
      otherwise reorganized with one or more other entities that are not
      Subsidiaries and, as a result of the merger, combination, consolidation,
      recapitalization or other reorganization, less than 75% of the outstanding
      voting securities of the surviving or resulting corporation shall
      immediately after the event be owned in the aggregate by the stockholders
      of the Company (directly or indirectly), determined on the basis of record
      ownership as of the date of determination of holders

 
      entitled to vote on the action (or in the absence of a vote, the day
      immediately prior to the event).

           (3)  Any person (as this term is used in Sections 3(a)(9) and
      13(d)(3) of the Exchange Act, but excluding any person described in and
      satisfying the conditions of Rule 13d-1(b)(1) thereunder), becomes the
      beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Company representing 25% or
      more of the combined voting power of the Company's then outstanding
      securities entitled to vote in the election of directors of the Company.

           (4)  At any time within any period of two years after a tender offer,
      merger, combination, consolidation, recapitalization, or other
      reorganization or a contested election, or any combination of these
      events, the "Incumbent Directors" shall cease to constitute at least a
      majority of the authorized number of members of the Board. For purposes
      hereof, "Incumbent Directors" shall mean the persons who were members of
      the Board immediately before the first of these events and the persons who
      were elected or nominated as their successors or pursuant to increases in
      the size of the Board by a vote of at least three-fourths of the Board
      members who were then Board members (or successors or additional members
      so elected or nominated).

           (5)  The stockholders of the Company approve a plan of liquidation
      and dissolution or the sale or transfer of substantially all of the
      Company's business and/or assets as an entirety to an entity that is not a
      Subsidiary.

      (c)  Notwithstanding the provisions of Section 6(a), if a distribution in
  accordance with the provisions of Section 6(a) would result in a nonexempt
  transaction under Section 16(b) of the Exchange Act with respect to any
  Section 16 Person, then the date of distribution to such Section 16 Person
  shall be delayed until the earliest date upon which the distribution either
  would not result in a nonexempt

 
  transaction or would otherwise not result in liability under Section 16(b) of
  the Exchange Act.

      (d)  This Section 6 shall apply only to a Change in Control of Lockheed
  Martin Corporation and shall not cause immediate payout of an Account Balance
  in any transaction involving the Company's sale, liquidation, merger, or other
  disposition of any subsidiary.

      (e)  The Committee may cancel or modify this Section 6 at any time prior
  to a Change in Control. In the event of a Change in Control, this Section 6
  shall remain in force and effect, and shall not be subject to cancellation or
  modification for a period of five years, and any defined term used in Section
  6 shall not, for purposes of Section 6, be subject to cancellation or
  modification during the five year period.

  7.  Deductibility of Payments.  In the event that the payment of benefits in
      -------------------------                                               
accordance with the Participant's election under Section 3 of this Article VI
would prevent the Company from claiming an income tax deduction with respect to
any portion of the benefits paid, the Committee shall have the right to modify
the timing of distributions from the Participant's Account as necessary to
maximize the Company's tax deductions.  In the exercise of its discretion to
adopt a modified distribution schedule, the Committee shall undertake to have
distributions made at such times and in such amounts as most closely approximate
the Participant's election, consistent with the objective of maximum
deductibility for the Company.  The Committee shall have no authority to reduce
a Participant's Account Balance or to pay aggregate benefits less than the
Participant's Account Balance in the event that all or a portion thereof would
not be deductible by the Company.

 
  8.  Change of Law.  Notwithstanding anything to the contrary herein, if the
      -------------                                                          
Committee determines in good faith, based on consultation with counsel, that the
federal income tax treatment or legal status of this Supplemental Savings Plan
has or may be adversely affected by a change in the Internal Revenue Code, Title
I of the Employee Retirement Income Security Act of 1974, or other applicable
law or by an administrative or judicial construction thereof, the Committee may
direct that the Accounts of affected Participants or of all Participants be
distributed as soon as practicable after such determination is made, to the
extent deemed necessary or advisable by the Committee to cure or mitigate the
consequences, or possible consequences of, such change in law or interpretation
thereof.

  9.  Tax Withholding.  To the extent required by law, the Company shall
      ---------------                                                   
withhold from benefit payments hereunder, or with respect to any amounts
credited to a Participant's Account hereunder, any Federal, state, or local
income or payroll taxes required to be withheld and shall furnish the recipient
and the applicable government agency or agencies with such reports, statements,
or information as may be legally required.  However, the amount of Deferred
Compensation or Matching Credits to be credited to a Participant's Account will
not be reduced or adjusted by the amount of any tax that the Company is required
to withhold with respect thereto.

 
                                  ARTICLE VII
                                  -----------


                        EXTENT OF PARTICIPANTS' RIGHTS
                        ------------------------------


  1.  Unfunded Status of Plan.  This Supplemental Savings Plan constitutes a
      -----------------------                                               
mere contractual promise by the Company to make payments in the future, and each
Participant's rights shall be those of a general, unsecured creditor of the
Company.  No Participant shall have any beneficial interest in any specific
assets that the Company may hold or set aside in connection with this
Supplemental Savings Plan.  Notwithstanding the foregoing, to assist the Company
in meeting its obligations under this Supplemental Savings Plan, the Company may
set aside assets in a trust or trusts described in Revenue Procedure 92-64,
1992-2 C.B. 422 (generally known as a "rabbi trust"), and the Company may direct
that its obligations under this Supplemental Savings Plan be satisfied by
payments out of such trust or trusts.  It is the Company's intention that this
Supplemental Savings Plan be unfunded for federal income tax purposes and for
purposes of Title I of the Employee Retirement Income Security Act of 1974.

  2.  Nonalienability of Benefits.  A Participant's rights to benefit payments
      ---------------------------                                             
under this Supplemental Savings Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant or the Participant's
Beneficiary.


                                 ARTICLE VIII
                                 ------------


                           AMENDMENT OR TERMINATION
                           ------------------------


  1.  Amendment.  The Board may amend, modify, suspend or discontinue this
      ---------                                                           
Supplemental Savings Plan at any time subject to any shareholder approval that
may be required under applicable law, provided, however, that no such amendment
shall have the effect of reducing a Participant's Account Balance or postponing
the time when a Participant is entitled to receive a distribution of his or her
Account Balance.

  2.  Termination.  The Board reserves the right to terminate this Supplemental
      -----------                                                              
Savings Plan at any time and to pay all

 
Participants their Account Balances in a lump sum immediately following such
termination or at such time thereafter as the Board may determine; provided,
however, that if a distribution in accordance with the provisions of this
Section 2 would otherwise result in a nonexempt transaction under Section 16(b)
of the Exchange Act, the date of distribution with respect to any Section 16
Person shall be delayed until the earliest date upon which the distribution
either would not result in a nonexempt transaction or would otherwise not result
in liability under Section 16(b) of the Exchange Act.


                                  ARTICLE IX
                                  ----------


                                ADMINISTRATION
                                --------------


  1.  The Committee.  This Supplemental Savings Plan shall be administered by
      -------------                                                          
the Compensation Committee of the Board or such other committee of the Board as
may be designated by the Board and constituted so as to permit this Supplemental
Savings Plan to comply with the requirements of Rule 16b-3 of the Exchange Act.
The members of the Committee shall be designated by the Board.  A majority of
the members of the Committee (but not fewer than two) shall constitute a quorum.
The vote of a majority of a quorum or the unanimous written consent of the
Committee shall constitute action by the Committee.  The Committee shall have
full authority to interpret the Plan, and interpretations of the Plan by the
Committee shall be final and binding on all parties.

  2.  Delegation and Reliance.  The Committee may delegate to the officers or
      -----------------------                                                
employees of the Company the authority to execute and deliver those instruments
and documents, to do all acts and things, and to take all other steps deemed
necessary, advisable or convenient for the effective administration of this
Supplemental Savings Plan in accordance with its terms and purpose, except that
the Committee may not delegate any authority the delegation of which would cause
this Supplemental Savings Plan to fail to satisfy the applicable requirements of
Rule 16b-3.  In making any determination or in taking or not taking any action
under this Supplemental Savings Plan, the Committee may obtain and rely upon the
advice of experts, including professional advisors to the Company.  No member of
the Committee or officer of the Company who is a Participant hereunder may
participate in any decision specifically relating to his or her

 
individual rights or benefits under the Supplemental Savings Plan.

  3.  Exculpation and Indemnity.  Neither the Company nor any member of the
      -------------------------                                            
Board or of the Committee, nor any other person participating in any
determination of any question under this Supplemental Savings Plan, or in the
interpretation, administration or application thereof, shall have any liability
to any party for any action taken or not taken in good faith under this
Supplemental Savings Plan or for the failure of the Supplemental Savings Plan or
any Participant's rights under the Supplemental Savings Plan to achieve intended
tax consequences, to qualify for exemption or relief under Section 16 of the
Exchange Act and the rules thereunder, or to comply with any other law,
compliance with which is not required on the part of the Company.

  4.  Facility of Payment.  If a minor, person declared incompetent, or person
      -------------------                                                     
incapable of handling the disposition of his or her property is entitled to
receive a benefit, make an application, or make an election hereunder, the
Committee may direct that such benefits be paid to, or such application or
election be made by, the guardian, legal representative, or person having the
care and custody of such minor, incompetent, or incapable person.  Any payment
made, application allowed, or election implemented in accordance with this
Section shall completely discharge the Company and the Committee from all
liability with respect thereto.

  5.  Proof of Claims.  The Committee may require proof of the death,
      ---------------                                                
disability, incompetency, minority, or incapacity of any Participant or
Beneficiary and of the right of a person to receive any benefit or make any
application or election.

  6.  Claim Procedures.  The procedures when a claim under this Plan is denied
      ----------------
by the Committee are as follows:

      (A)  The Committee shall:

           (i)   notify the claimant within a reasonable time of such
                 denial, setting forth the specific reasons therefor;
                 and
 

 
           (ii)  afford the claimant a reasonable opportunity for a
                 review of the decision.

      (B)  The notice of such denial shall set forth, in addition to
           the specific reasons for the denial, the following:
 

           (i)   identification of pertinent provisions of this Plan;

           (ii)  such additional information as may be relevant to the
                 denial of the claim; and

           (iii) an explanation of the claims review procedure and
                 advice that the claimant may request an opportunity to
                 submit a statement of issues and comments.

      (C)  Within sixty days following advice of denial of a claim,
           upon request made by the claimant, the Committee shall take
           appropriate steps to review its decision in light of any further
           information or comments submitted by the claimant. The Committee may
           hold a hearing at which the claimant may present the basis of any
           claim for review.
 
      (D)  The Committee shall render a decision within a reasonable time (not 
           to exceed 120 days) after the claimant's request for review and shall
           advise the claimant in writing of its decision, specifying the
           reasons and identifying the appropriate provisions of the Plan.

 
                                   ARTICLE X
                                   ---------


                     GENERAL AND MISCELLANEOUS PROVISIONS
                     ------------------------------------



  1.   Neither this Supplemental Savings Plan nor a Participant's Deferral
Agreement, either singly or collectively, shall in any way obligate the Company
to continue the employment of a Participant with the Company, nor does either
this Supplemental Savings Plan or a Deferral Agreement limit the right of the
Company at any time and for any reason to terminate the Participant's
employment. In no event shall this Plan or a Deferral Agreement, either singly
or collectively, by their terms or implications constitute an employment
contract of any nature whatsoever between the Company and a Participant. In no
event shall this Plan or a Plan Agreement, either singly or collectively, by
their terms or implications in any way limit the right of the Company to change
an Eligible Employee's compensation or other benefits.

  2.   Any amount credited to a Participant's Account under this Supplemental
Savings Plan shall not be treated as compensation for purposes of calculating
the amount of a Participant's benefits or contributions under any pension,
retirement, or other plan maintained by the Company, except as provided in such
other plan.

  3.   Any written notice to the Company referred to herein shall be made by
mailing or delivering such notice to the Company at 6801 Rockledge Drive,
Bethesda, Maryland 20817, to the attention of the Vice President, Human
Resources. Any written notice to a Participant shall be made by delivery to the
Participant in person, through electronic transmission, or by mailing such
notice to the Participant at his or her place of residence or business address.

  4.   In the event it should become impossible for the Company or the Committee
to perform any act required by this Plan, the Company or the Committee may
perform such other act as it in good faith determines will most nearly carry out
the intent and the purpose of this Supplemental Savings Plan.

  5.   By electing to become a Participant hereunder,

 
each Eligible Employee shall be deemed conclusively to have accepted and
consented to all the terms of this Supplemental Savings Plan and all actions or
decisions made by the Company, the Board, or Committee with regard to the
Supplemental Savings Plan.

  6.   The provisions of this Supplemental Savings Plan and the Deferral
Agreements hereunder shall be binding upon and inure to the benefit of the
Company, its successors, and its assigns, and to the Participants and their
heirs, executors, administrators, and legal representatives.

  7.   A copy of this Supplemental Savings Plan shall be available for
inspection by Participants or other persons entitled to benefits under the Plan
at reasonable times at the offices of the Company.

  8.   The validity of this Supplemental Savings Plan or any of its provisions
shall be construed, administered, and governed in all respects under and by the
laws of the State of Maryland, except as to matters of federal law. If any
provisions of this instrument shall be held by a court of competent jurisdiction
to be invalid or unenforceable, the remaining provisions hereof shall continue
to be fully effective.

  9.   This Supplemental Savings Plan and its operation, including but not
limited to, the mechanics of deferral elections, the issuance of securities, if
any, or the payment of cash hereunder is subject to compliance with all
applicable federal and state laws, rules and regulations (including but not
limited to state and federal insider trading, registration, reporting and other
securities laws) and such other approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith.

  10.  This Supplemental Savings Plan is intended to constitute an "excess
benefit plan" within the meaning of Rule 16b-3(b)(2) under the Securities
Exchange Act of 1934, and it shall be construed and applied accordingly. It is
the intent of the Company that this Supplemental Savings Plan satisfy and be
interpreted in a manner, that, in the case of Participants who are or may be
Section 16 Persons, satisfies any applicable

 
requirements of Rule 16b-3 of the Exchange Act or other exemptive rules under
Section 16 of the Exchange Act and will not subject Section 16 Persons to short-
swing profit liability thereunder. If any provision of this Supplemental Savings
Plan would otherwise frustrate or conflict with the intent expressed in this
Section 10, that provision to the extent possible shall be interpreted and
deemed amended so as to avoid such conflict. To the extent of any remaining
irreconcilable conflict with this intent, the provision shall be deemed
disregarded. Similarly, any action or election by a Section 16 Person with
respect to the Supplemental Savings Plan to the extent possible shall be
interpreted and deemed amended so as to avoid liability under Section 16 or, if
this is not possible, to the extent necessary to avoid liability under Section
16, shall be deemed ineffective. Notwithstanding anything to the contrary in
this Supplemental Savings Plan, the provisions of this Supplemental Savings Plan
may at any time be bifurcated by the Board or the Committee in any manner so
that certain provisions of this Supplemental Savings Plan are applicable solely
to Section 16 Persons. Notwithstanding any other provision of this Supplemental
Savings Plan to the contrary, if a distribution which would otherwise occur is
prohibited or proposed to be delayed because of the provisions of Section 16 of
the Exchange Act or the provisions of the Supplemental Savings Plan designed to
ensure compliance with Section 16, the Section 16 Person involved may
affirmatively elect in writing to have the distribution occur in any event;
provided that the Section 16 Person shall concurrently enter into arrangements
satisfactory to the Committee in its sole discretion for the satisfaction of any
and all liabilities, costs and expenses arising from this election.



                                  ARTICLE XI
                                  ----------


                                EFFECTIVE DATE
                                --------------


          This amendment and restatement of the Supplemental Savings Plan shall
generally become effective on January 1, 1997.

 
                                                                 Exhibit 10(ooo)


                       DEFERRED PERFORMANCE PAYMENT PLAN
                                      OF
                          LOCKHEED MARTIN CORPORATION
                       SPACE & STRATEGIC MISSILES SECTOR



                         (Adopted September 26, 1997)



                                   ARTICLE I

                              PURPOSE OF THE PLAN
                              -------------------


  The purposes of the Deferred Performance Payment Plan of Lockheed Martin
Corporation Space & Strategic Missiles Sector (the "Deferral Plan") are to
provide certain key management employees of Lockheed Martin Corporation (the
"Company") the opportunity to defer receipt of Performance Plan Payments under
the Lockheed Martin Corporation Space and Strategic Missiles Sector Performance
Plan for Employees in Key Assignments Essential/Critical to the Success of
Sector Consolidation (the "Performance Plan").  Except as expressly provided
hereinafter, the provisions of the Performance Plan shall be construed entirely
independent of the Deferral Plan.

  The Deferral Plan applies solely to Performance Plan Payments and expressly
does not apply to any special awards which may be made under any other Lockheed
Martin incentive plans.


                                  ARTICLE II

                                  DEFINITIONS
                                  -----------


  Unless the context indicates otherwise, the following words and phrases shall
have the meanings hereinafter indicated:

  1.  ACCOUNT -- The bookkeeping account maintained by the Company for each
Participant which is credited with the Participant's Deferred Performance
Payment and Interest, and which is debited to reflect distributions and
forfeitures.

  2.  ACCOUNT BALANCE -- The total amount credited to a Participant's Account at
any point in time.

 
  3.  BENEFICIARY -- The person or persons designated by a Participant, on the
form provided by the Company, to receive distributions of the Participant's
Account Balance, if any, upon the Participant's death.  If the Participant has
not designated a Beneficiary, or if the designated Beneficiary has predeceased
the Participant, the executor or administrator of the Participant's estate shall
be the Beneficiary; a Participant may amend the Beneficiary designation at any
time before the Participant's death.

  4.  BOARD -- The Board of Directors of Lockheed Martin Corporation.

  5.  COMMITTEE -- The Compensation Committee of the Board.

  6.  COMPANY -- Lockheed Martin Corporation.

  7.  DEFERRAL AGREEMENT -- The written agreement executed by an Eligible
Employee on the form provided by the Company under which the Eligible Employee
elects to defer a portion or all of his or her Performance Plan Award.

  8.  DEFERRAL PLAN -- This Deferred Performance Payment Plan of Lockheed Martin
Corporation Space & Strategic Missiles Sector, adopted by the Board on September
26, 1997.

  9.  DEFERRED PERFORMANCE PAYMENT -- The amount of the Performance Plan Payment
credited to a Participant's Account under the Deferral Plan pursuant to the
Participant's Deferral Agreement.

  10.  ELIGIBLE EMPLOYEE -- An employee of the Company (i) who is a participant
in the Deferral Plan and the Lockheed Martin Management Incentive Compensation
Plan; (ii) who is also a participant in the Performance Plan; (iii) whose base
annual salary rate on November 1, 1997 is at least $80,000; and (iv) who is
employed by the Company on January 1, 1999.

  11.  INTEREST -- The interest to be credited to a Participant's Account and
which shall be at a rate equivalent to the then published rate for computing
present value of future benefits at the time cost is assignable under Cost
Accounting Standard 415, Deferred Compensation, as determined by the

 
Secretary of Treasury on a semi-annual basis pursuant to Pub. L. 92-41, 85 Stat.
97.

  12.  PARTICIPANT -- An Eligible Employee for whom a Performance Plan Payment
has been deferred under this Deferral Plan; the term shall include a former
employee whose Deferred Compensation has not been fully distributed.

  13.  PERFORMANCE PLAN -- The Lockheed Martin Corporation Space and Strategic
Missiles Sector Performance Plan for Employees in Key Assignments
Essential/Critical to the Success of Sector Consolidation.

  14.  PERFORMANCE PLAN PAYMENT -- The amount that would be payable to the
Participant under the Performance Plan.

  15.  SECTOR -- The Company's Space & Strategic Missiles Sector.



                                  ARTICLE III

                          ELECTION OF DEFERRED AMOUNT
                          ---------------------------


  1.  Timing of Deferral Elections.  An Eligible Employee may elect to make a
      ----------------------------                                           
deferral of a portion or all of his or her Performance Plan Payment by executing
a Deferral Agreement no later than December 31, 1997.  An Eligible Employee's
Deferral Agreement shall be irrevocable after the latest date on which it could
be made.

  2.  Amount of Deferral Elections.  An Eligible Employee's deferral election
      ----------------------------                                           
may be stated as (i) a dollar amount which is an even multiple of $5,000, (ii) a
percentage of the Eligible Employee's Performance Plan Payment which is an even
multiple of five percent (5%), or (iii) such a dollar amount or percentage based
on the portion of the Eligible Employee's Performance Plan Payment in excess of
a specified dollar amount.  However, unless a minimum amount of $5,000 would be
deferred under the terms of the Eligible Employee's deferral election, no amount
will be deferred.  Notwithstanding the foregoing, in no event shall a
Participant's Deferred Performance Payment exceed one hundred percent (100%) of
the Participant's Performance Plan Payment less the maximum amount that was
available to the Participant before

 
January 1, 1999 as an advance against the Performance Plan Payment for
relocation expenses or other reasons, whether or not such an advance was made to
the Participant. A Deferral Agreement shall be effective only if the Participant
is awarded a Performance Plan Payment of at least $10,000 and the Participant is
employed by the Company on January 1, 1999.

  3.  Effect of Taxes on Deferred Compensation.  The amount that would otherwise
      ----------------------------------------                                  
be deferred and credited to an Eligible Employee's Account will be reduced by
the amount of any tax that the Company is required to withhold with respect to
the Deferred Performance Payment.


                                  ARTICLE IV

                             CREDITING OF ACCOUNTS
                             ---------------------


  1.  Crediting of Deferred Compensation.  The Deferred Performance Payment
      ----------------------------------                                   
shall be credited to the Participant's Account within 60 days of January 1,
1999.

  2.  Crediting of Interest.  Interest shall be credited to a Participant's
      ---------------------                                                
Account on a monthly basis until the Participant's entire Account Balance has
been distributed.  For purposes of determining the Interest creditable to a
Participant's Account, any distribution made during a month shall be treated as
made on the first day of that month.


                                   ARTICLE V

                              PAYMENT OF BENEFITS
                              -------------------


  1.  General.  The Company's liability to pay benefits to a Participant or
      -------                                                              
Beneficiary under this Deferral Plan shall be measured by and shall in no event
exceed the Participant's Account Balance.  Except as otherwise provided in this
Article V, a Participant's Account Balance shall be paid to him in accordance
with the Participant's elections under Sections 2 and 3 and such elections shall
be continuing and irrevocable.  All benefit payments shall be made in cash.

  2.  Election for Commencement of Payment.  As a part of the Participant's
      ------------------------------------                                 
Deferral Agreement, he or she shall elect from among the following options
governing the date on which the payment of benefits shall commence:

 
      (A)  Payment to begin on or about the January 15th or July 15th next
following the date of the Participant's termination of employment with the
Company for any reason.

      (B)  Payment to begin on or about January 15th of the year next following
the year in which the Participant terminates employment with the Company for any
reason.

      (C)  Payment to begin on or about the January 15th or July 15th next
following the date on which the Participant has both terminated employment with
the Company for any reason and attained the age designated by the Participant in
the Deferral Agreement.

  3.  Election for Form of Payment.  As a part of the Participant's Deferral
      ----------------------------                                          
Agreement, he or she shall elect the form of payment of his Account Balance from
among the following options:

      (A)  A lump sum.

      (B)  Annual payments for a period of years designated by the Participant
which shall not exceed fifteen (15). The amount of each annual payment shall be
determined by dividing the Participant's Account Balance at the end of the month
prior to such payment by the number of years remaining in the designated
installment period. The installment period may be shortened, in the sole
discretion of the Committee, if the Committee at any time determines that the
amount of the annual payments that would be made to the Participant during the
designated installment period would be too small to justify the maintenance of
the Participant's Account and the processing of payments.

  4.  Acceleration Upon Early Termination.  Notwithstanding a Participant's
      -----------------------------------                                  
payment elections under Sections 2 and 3, if the Participant terminates
employment with the Company other than by reason of layoff, death or disability
before the Participant is eligible to commence receiving retirement benefits
under a pension plan maintained by the Company, the Participant's Account
Balance shall be distributed to him or her in a lump sum on or about the January
15th or July 15th next following the date of the Participant's termination of
employment with the Company.

 
  5.  Death Benefits.  Upon the death of a Participant before a complete
      --------------                                                    
distribution of his or her Account Balance, the Account Balance will be paid to
the Participant's Beneficiary in accordance with the payment elections
applicable to the Participant.  If a Participant dies while actively employed or
otherwise before the payment of benefits has commenced, payments to the
Beneficiary shall commence on the date payments to the Participant would have
commenced, taking account of the Participant's termination of employment (by
death or before) and, if applicable, by postponing commencement until after the
date the Participant would have attained the commencement age specified by the
Participant.  Whether the Participant dies before or after the commencement of
distributions, payments to the Beneficiary shall be made for the period or
remaining period elected by the Participant.

  6.  Withdrawal with Forfeiture.  There is one exception to the irrevocability
      --------------------------                                               
of payment elections which may be availed of by a Participant or Beneficiary.  A
Participant may elect at any time to withdraw ninety percent (90%) of the amount
credited to the Participant's Account.  If such a withdrawal is made, the
remaining ten percent (10%) of the Participant's Account shall be permanently
forfeited.

  7.  Acceleration Upon Change in Control.
      ----------------------------------- 

      (a)  Notwithstanding any other provision of the Deferral Plan, the Account
Balance of each Participant shall be distributed in a single lump sum within
fifteen (15) calendar days following a "Change in Control."

      (b)  For purposes of this Deferral Plan, a Change in Control shall
include and be deemed to occur upon the following events:

           (1)  A tender offer or exchange offer is consummated for the
ownership of securities of the Company representing 25% or more of the combined
voting power of the Company's then outstanding voting securities entitled to
vote in the election of directors of the Company.

           (2)  The Company is merged, combined,

 
consolidated, recapitalized or otherwise reorganized with one or more other
entities that are not Subsidiaries and, as a result of the merger, combination,
consolidation, recapitalization or other reorganization, less than 75% of the
outstanding voting securities of the surviving or resulting corporation shall
immediately after the event be owned in the aggregate by the stockholders of the
Company (directly or indirectly), determined on the basis of record ownership as
of the date of determination of holders entitled to vote on the action (or in
the absence of a vote, the day immediately prior to the event).

           (3)  Any person (as this term is used in Sections 3(a)(9) and
13(d)(3) of the Exchange Act, but excluding any person described in and
satisfying the conditions of Rule 13d-1(b)(1) thereunder), becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities entitled to
vote in the election of directors of the Company.

           (4)  At any time within any period of two years after a tender
offer, merger, combination, consolidation, recapitalization, or other
reorganization or a contested election, or any combination of these events, the
"Incumbent Directors" shall cease to constitute at least a majority of the
authorized number of members of the Board. For purposes hereof, "Incumbent
Directors" shall mean the persons who were members of the Board immediately
before the first of these events and the persons who were elected or nominated
as their successors or pursuant to increases in the size of the Board by a vote
of at least three-fourths of the Board members who were then Board members (or
successors or additional members so elected or nominated).

           (5)  The stockholders of the Company approve a plan of liquidation
and dissolution or the sale or transfer of substantially all of the Company's
business and/or assets as an entirety to an entity that is not a Subsidiary.

      (c)  This Section 7 shall apply only to a Change in Control of Lockheed
Martin Corporation and shall not cause immediate payout of Deferred Compensation
in any transaction

 
involving the Company's sale, liquidation, merger, or other disposition of any
subsidiary.

      (d)  The Committee may cancel or modify this Section 7 at any time prior
to a Change in Control. In the event of a Change in Control, this Section 7
shall remain in force and effect, and shall not be subject to cancellation or
modification for a period of five years, and any other provision defining a
capital term used in Section 7 shall not, for purposes of Section 7, be subject
to cancellation or modification during the five year period.

  8.  Deductibility of Payments.  In the event that the payment of benefits in
      -------------------------                                               
accordance with the Participant's elections under Sections 2 and 3 would prevent
the Company from claiming an income tax deduction with respect to any portion of
the benefits paid, the Committee shall have the right to modify the timing of
distributions from the Participant's Account as necessary to maximize the
Company's tax deductions.  In the exercise of its discretion to adopt a modified
distribution schedule, the Committee shall undertake to have distributions made
at such times and in such amounts as most closely approximate the Participant's
elections, consistent with the objective of maximum deductibility for the
Company.  The Committee shall have no authority to reduce a Participant's
Account Balance or to pay aggregate benefits less than the Participant's Account
Balance in the event that all or a portion thereof would not be deductible by
the Company.

  9.  Change of Law.  Notwithstanding anything to the contrary herein, if the
      -------------                                                          
Committee determines in good faith, based on consultation with counsel, that the
federal income tax treatment or legal status of the Plan has or may be adversely
affected by a change in the Internal Revenue Code, Title I of the Employee
Retirement Income Security Act of 1974, or other applicable law or by an
administrative or judicial construction thereof, the Committee may direct that
the Accounts of affected Participants or of all Participants be distributed as
soon as practicable after such determination is made, to the extent deemed
necessary or advisable by the Committee to cure or mitigate the consequences, or
possible consequences of, such change in law or interpretation thereof.

 
  10.  Tax Withholding.  To the extent required by law, the Company shall
       ---------------                                                   
withhold from benefit payments hereunder, or with respect to any Performance
Plan Payment deferred hereunder, any Federal, state, or local income or payroll
taxes required to be withheld and shall furnish the recipient and the applicable
government agency or agencies with such reports, statements, or information as
may be legally required.


                                  ARTICLE VI

                        EXTENT OF PARTICIPANTS' RIGHTS
                        ------------------------------


  1.  Unfunded Status of Plan.  This Deferral Plan constitutes a mere
      -----------------------                                        
contractual promise by the Company to make benefit payments in the future, and
each Participant's rights shall be those of a general, unsecured creditor of the
Company.  No Participant shall have any beneficial interest in any specific
assets that the Company may hold or set aside in connection with this Deferral
Plan.  Notwithstanding the foregoing, to assist the Company in meeting its
obligations under this Deferral Plan, the Company may set aside assets in a
trust described in Revenue Procedure 92-64, 1964-2 C.B. 44, and the Company may
direct that its benefit obligations under this Deferral Plan be satisfied by
payments out of such trust.  It is the Company's intention that the Plan be
unfunded for Federal income tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974.

  2.  Nonalienability of Benefits.  A Participant's rights under this Deferral
      ---------------------------                                             
Plan shall not be assignable or transferable and any purported transfer,
assignment, pledge or other encumbrance or attachment of any payments or
benefits under this Deferred Plan, or any interest therein, other than the
designation of a Beneficiary, shall not be permitted or recognized.



                                  ARTICLE VII

                           AMENDMENT OR TERMINATION
                           ------------------------


  1.  Amendment.  The Board may amend or modify this Deferral Plan at any time,
      ---------                                                                
provided, however, that no such amendment shall have the effect of reducing a
Participant's Account Balance or postponing the time when a Participant is
entitled to receive a

 
distribution of his Account Balance. Further, no amendment may alter the formula
for crediting Interest to Participants' Accounts, unless the amended formula in
not less favorable to Participants than that previously in effect, or unless
affected Participants consent to such change.

  2.  Termination.  The Board reserves the right to terminate this Plan at any
      -----------                                                             
time and to pay all Participants their Account Balances in a lump sum
immediately following such termination or at such time thereafter as the Board
may determine.


                                 ARTICLE VIII

                                ADMINISTRATION
                                --------------


  1.  This Deferral Plan shall be administered by the Committee, which shall
have full authority to interpret the Plan, and interpretations of the Plan by
the Committee shall be final and binding on all parties.  The Committee may
delegate to the Chairman of the Committee, the Chief Executive Officer of the
Company, or other officers or employees of the Company the authority to execute
and deliver such instruments and documents, to do all such acts and things and
to take all such other steps deemed necessary, advisable or convenient for the
effective administration of the Plan in accordance with its purpose.

  2.  No member of the Committee or officer of the Company who is a Participant
hereunder may participate in any decision specifically relating to his or her
individual rights or benefits under the Deferral Plan.

  3.  Neither the Company nor any member of the Board, nor any other person
participating in any determination of any question under this Deferral Plan, or
in the interpretation, administration or application thereof, shall have any
liability to any party for any action taken or not taken in good faith under
this Deferral Plan or for the failure of the Deferral Plan or any Participant's
rights under the Deferral Plan to achieve intended tax consequences or to comply
with any other law, compliance with which is not required on the part of the
Company.

  4.  If a minor, person declared incompetent, or person incapable of handling
the disposition of his property is entitled to receive a benefit, make an
application, or make an election

 
hereunder, the Committee may direct that such benefits be paid to, or such
application or election be made by, the guardian, legal representative, or
person having the care and custody of such minor, incompetent, or incapable
person. Any payment made, application allowed, or election implemented in
accordance with this Section shall completely discharge the Company and the
Committee from all liability with respect thereto.

  5.  The Committee may require proof of the death, disability, incompetency,
minority, or incapacity of any Participant or Beneficiary and of the right of a
person to receive any benefit or make any application or election.

  6.  The procedures when a claim under this Plan is denied by the Committee are
as follows:

      (A)  The Committee shall:

           (i)  notify the claimant within a reasonable time of such denial,
setting forth the specific reasons therefor; and

           (ii) afford the claimant a reasonable opportunity for a review of the
decision.

      (B)  The notice of such denial shall set forth, in addition to the
specific reasons for the denial, the following:

           (i)  identification of pertinent provisions of this Plan;

           (ii) such additional information as may be relevant to the denial of
the claim; and

           (iii)     an explanation of the claims review procedure and advice
that the claimant may request an opportunity to submit a statement of issues and
comments.

      (C)  Within sixty days following advice of denial of a claim, upon
request made by the claimant, the Committee shall take appropriate steps to
review its decision in light of any further information or comments submitted by
the claimant. The Committee may hold a hearing at which the claimant may present
the basis of any claim for review.

 
      (D)  The Committee shall render a decision within a reasonable time (not
to exceed 120 days) after the claimant's request for review and shall advise the
claimant in writing of its decision, specifying the reasons and identifying the
appropriate provisions of the Plan.


                                  ARTICLE IX

                              GENERAL PROVISIONS
                              ------------------


  1.  Neither this Deferral Plan nor a Participant's Deferral Agreement, either
singly or collectively, shall in any way obligate the Company to continue the
employment of a Participant with the Company, nor does either this Deferral Plan
or a Deferral Agreement limit the right of the Company at any time and for any
reason to terminate the Participant's employment.  In no event shall this Plan
or a Deferral Agreement, either singly or collectively, by their terms or
implications constitute an employment contract of any nature whatsoever between
the Company and a Participant.  In no event shall this Plan or a Plan Agreement,
either singly or collectively, by their terms or implications in any way
obligate the Company to award a Performance Plan Payment to any Eligible
Employee.

  2.  A Performance Plan Payment deferred under this Deferral Plan shall not be
treated as compensation for purposes of calculating the amount of a
Participant's benefits or contributions under any pension, retirement, or other
plan maintained by the Company, except as provided in such other plan.

  3.  Any written notice to the Company referred to herein shall be made by
mailing or delivering such notice to the Company at 6801 Rockledge Drive,
Bethesda, Maryland 20817, to the attention of the Vice President, Human
Resources.  Any written notice to a Participant shall be made by delivery to the
Participant in person, through electronic transmission, or by mailing such
notice to the Participant at his place of residence or business address.

  4.  In the event it should become impossible for the Company or the Committee
to perform any act required by this Plan, the Company or the Committee may
perform such other act as

 
it in good faith determines will most nearly carry out the intent and the
purpose of this Deferral Plan.

  5.  By electing to become a Participant hereunder, each Eligible Employee
shall be deemed conclusively to have accepted and consented to all of the terms
of this Deferral Plan and all actions or decisions made by the Company, the
Board, or Committee with regard to the Deferral Plan.

  6.  The provision of this Deferral Plan and the Deferral Agreements hereunder
shall be binding upon and inure to the benefit of the Company, its successors,
and its assigns, and to the Participants and their heirs, executors,
administrators, and legal representatives.

  7.  A copy of this Deferral Plan shall be available for inspection by
Participants or other persons entitled to benefits under the Plan at reasonable
times at the offices of the Company.

  8.  The validity of this Deferral Plan or any of its provisions shall be
construed, administered, and governed in all respects under and by the laws of
the State of Maryland.  If any provisions of this instrument shall be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.


                                   ARTICLE X

                                EFFECTIVE DATE
                                --------------


  The Deferral Plan shall be applicable to and effective as to Performance Plan
Payments payable under the Performance Plan after December 31, 1998.

 
                                                                 Exhibit 10(ppp)


RESOLUTION NO.  150
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                          Lockheed Martin Corporation
                               Board of Directors

                                 June 27, 1997

                          Amendment of Lockheed Martin
                           Nonqualified Pension Plans



          RESOLVED, that the Vice President, Human Resources be and is hereby
          authorized to amend, effective July 1, 1997, (i) the Lockheed Martin
          Corporation Supplemental Excess Retirement Plan and the Lockheed
          Martin Corporation Supplemental Retirement Income Plan to provide a
          lump sum payment option;  and (iii) the Lockheed Martin Corporation
          Supplemental Excess Retirement Plan, the Lockheed Martin Corporation
          Supplemental Retirement Income Plan, the Lockheed Martin Corporation
          Supplementary Pension Plan for Employees of Transferred GE Operations,
          the Lockheed Martin Corporation Incentive Retirement Benefit Plan for
          Certain Executives of Lockheed Corporation, Supplemental Retirement
          Benefit Plan for Certain Transferred Employees of Lockheed Martin
          Corporation, the Supplemental Benefit Plan of Lockheed Martin
          Corporation, and the Sanders Supplemental Executive Retirement Plan to
          reflect the common pension formula contained in the tax-qualified
          plans effective July 1, 1997 and to otherwise make such nonqualified
          plans consistent in form and operation with each other.

          RESOLVED FURTHER, that the officers of the Corporation be and each
          hereby is authorized to execute and deliver such documents, and to
          take all such further actions, as such officers shall determine in
          their sole discretion to be necessary or advisable to effect the
          intent of the foregoing resolution.

 
                                                                      EXHIBIT 12


                          LOCKHEED MARTIN CORPORATION
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      FOR THE YEAR ENDED DECEMBER 31, 1997
                     (IN MILLIONS OF DOLLARS, EXCEPT RATIO)
1997 ------ EARNINGS: Net earnings $1,300 Taxes on income 637 Interest expense 842 Amortization of debt premium and discount, net (3) Portion of rents representative of an interest factor 86 ------ Adjusted earnings before taxes and fixed charges $2,862 ====== FIXED CHARGES: Interest expense $ 842 Amortization of debt premium and discount, net (3) Portion of rents representative of an interest factor 86 Capitalized interest 5 ------ Total fixed charges $ 930 ====== RATIO OF EARNINGS TO FIXED CHARGES 3.1 ======

 
                                                                      Exhibit 13


                                          [LOGO OF LOCKHEED MARTIN APPEARS HERE]








Annual Report 1997


     [GRAPHIC PRESENTATION OF OCEAN, LAND, SKY AND SPACE PRESENTED HERE.]




Financial Highlights



(In millions, except per share data)                    1997/(a)/      1996/(a)/
================================================================================

Net sales                                            $28,069        $26,875
- --------------------------------------------------------------------------------
Net earnings                                           1,300/(c)/     1,347/(d)/
- --------------------------------------------------------------------------------
Diluted earnings per share before
  deemed preferred stock dividend/(b)/                  6.09/(c)/      6.09/(d)/
- --------------------------------------------------------------------------------
Cash dividends per common share                         1.60           1.60
- --------------------------------------------------------------------------------
Total assets                                          28,361         29,540
- --------------------------------------------------------------------------------
Short-term borrowings                                    494          1,110
- --------------------------------------------------------------------------------
Current maturities of long-term debt                     876            180
- --------------------------------------------------------------------------------
Long-term debt                                        10,528         10,188
- --------------------------------------------------------------------------------
Shareholders' equity/(b)/                              5,176          6,856
- --------------------------------------------------------------------------------
Negotiated backlog                                    47,059         50,406
- --------------------------------------------------------------------------------

(a) Includes the effects of the business combination with Loral Corporation 
    since April 1996.

(b) Earnings per share for 1997 excludes the effects of a deemed preferred stock
    dividend resulting from a transaction with General Electric Company (GE).
    The excess of the fair value of the consideration transferred to GE
    (approximately $2.8 billion) over the carrying value of the Series A
    preferred stock ($1.0 billion) was treated as a deemed preferred stock
    dividend and deducted from 1997 net earnings in determining net earnings
    applicable to common stock used in the computation of earnings per share.
    The effect of this deemed dividend was to decrease basic earnings per share
    by $9.85, and was antidilutive in the calculation of diluted earnings per
    share.

(c) Earnings for 1997 include the effects of a tax-free gain of $311 million, or
    $1.46 per diluted share, related to the transaction with GE to redeem the
    Corporation's Series A preferred stock, and nonrecurring and unusual charges
    related to the Corporation's decision to exit certain lines of business in
    the areas of children and family services systems development and
    environmental remediation, and related to impairments in the values of
    various non-core investments and certain other assets in keeping with the
    Corporation's continued focus on core operations. These charges decreased
    net earnings by $303 million, or $1.42 per diluted share.

(d) Earnings for 1996 include the effects of a nonrecurring gain resulting from
    divestitures which increased net earnings by $351 million, or $1.59 per
    diluted share. The gain was substantially offset by nonrecurring charges
    related to the Corporation's environmental remediation business, and related
    to impairments in the values of non-core investments and certain other
    assets, and costs for facility closings and transfers of programs. These
    charges decreased net earnings by $209 million, or $.94 per diluted share.
                                                                                                                  
                                                                                            Contents                    
                                                                                                                         
                                                                                                                         
                                                                                            --------                     
                                                                                            1       To Our Shareholders  
                                                                                                                        
                                                                                            --------                     
                                                                                            8       1997 Achievements    
                                                                                                                        
                                                                                            --------                     
On the Cover:                                                                               10      Financial Section   
From the depths of the oceans to the far reaches of space, Lockheed Martin will                                         
continue to write new chapters in the chronicle of technological advances. We               --------                    
will enjoy success in the highly competitive global marketplace. Success will               46      Corporate Directory 
depend on the intensity with which we pursue our work and excellence in                                                 
everything we do. We are proud of our heritage, confident of our present, and               --------                    
excited about our future.                                                                   48      General Information  
"1997 was the third consecutive year of significant achievements..." - ------------------------------------------------------------------- [PHOTO OF VANCE D. COFFMAN, NORMAN R. AUGUSTINE, AND PETER B. TEETS APPEARS HERE] Vance D. Coffman Chief Executive Officer and Vice Chairman Norman R. Augustine Chairman Peter B. Teets President and Chief Operating Officer Dear Fellow Shareholders Upon the completion of the merger forming Lockheed Martin Corporation, we set forth five goals for the new corporation: - - Enhance our position as one of the leaders in the aerospace/defense industry - - Achieve significant cost reductions to increase margins and improve competitiveness - - Generate substantial cash flow and deploy cash to enhance shareholder value - - Produce double-digit earnings per share growth - - Achieve superior shareholder returns. 1997 was the third consecutive year of significant achievements in meeting each of these goals and fulfilling the promise of Lockheed Martin. - ---------- 1 "Mission Success is the 'litmus test' for our systems." - ------------------------------------------------------- Enhance Aerospace/Defense Leadership -- Lockheed Martin has led the consolidation of the industry, growing net sales to a record $28 billion in 1997. In an industry as technologically demanding as ours and where the adverse consequences of product failures are substantial, leadership comes not from size, but from performance. Mission Success is the "litmus test" for our systems. Our Mission Success record in 1997 was just short of perfection -- 96 percent of over 600 measurable events (comprising such items as satellite deployments, test flights and missile launches, including development efforts) were successful. For many of our programs, the customers score our performance with award fees. Our award fees in 1997 were representative of leadership performance -- a median of approximately 95 percent of all available award fees were awarded by our customers, and nearly one-third of those award fee ratings were at 100 percent. On July 3, 1997, the Corporation announced the execution of an $11.6 billion merger agreement with the Northrop Grumman Corporation. On February 26, 1998, stockholders of Northrop Grumman approved the merger and stockholders of Lockheed Martin approved the issuance of common stock necessary to complete the merger, and closing was targeted for March 17, 1998. On March 9, 1998, the Corporation announced that it had been informed by the Department of Justice (DOJ) that the DOJ was fundamentally opposed to the merger. The Corporation has committed that it will not close on its combination with Northrop Grumman prior to April 24, 1998 and will in the interim attempt to develop and submit a proposal responding to the DOJ's antitrust concerns while preserving the benefits of the merger. As we went to press, the DOJ had informed the Corporation that it did not find this commitment satisfactory and the matter remained unresolved. EchoStar III direct-to-home communications satellite gets a successful lift from an Atlas IIAS [PHOTO OF ECHOSTAR III AND ATLAS IIAS APPEARS HERE] - ---------- 2 "The Corporation won more than two-thirds of its competitive bids in 1997." - --------------------------------------------------------------------------- Longbow Apache is a true around-the-clock, all-weather anti-armor platform [PHOTO OF LONGBOW APACHE APPEARS HERE] Achieve significant cost reductions to increase margins and improve competitiveness -- The Corporation achieved significant progress in 1997, and remains ahead of schedule in its consolidation program to reduce annual costs by $2.6 billion. This progress was manifested in 1997 through the achievement of record operating margins and record win rates on competitive programs. Excluding the effects of nonrecurring and unusual items, our operating margin, based on Earnings Before Interest and Taxes (EBIT), of 10.4 percent was above the 10 percent margin recorded in 1996. Equally important for the future, and a key metric of our improved competitiveness, the Corporation won more than two-thirds of its competitive bids in 1997. This win rate was up from the exemplary 63 percent win rate achieved in 1996. If consummated, the Northrop Grumman combination will provide further opportunity for cost savings and increased competitiveness. Preliminary analyses have identified an additional $1 billion in annual steady-state savings expected to be achieved from cost reduction opportunities related to this transaction. The majority of these savings accrue to the government. Generate substantial cash flow and deploy it to enhance shareholder value -- In 1997, the Corporation generated over $1.6 billion in cash, consisting of $900 million in free cash flow from operations and $750 million in after-tax proceeds from divestitures. While our stated priority entering - ---------- 3 The New En Route Center -- modern air traffic management for the United Kingdom [PHOTO OF THE NEW EN ROUTE CENTER APPEARS HERE] the year was to use available cash to reduce debt resulting from the Loral transaction, the Corporation was presented a unique opportunity to enhance shareholder value. In November, the Corporation exchanged a subsidiary composed of the Access Graphics and thrust reversers businesses, its investment in Globalstar, and approximately $1.6 billion in cash for all of the Corporation's convertible preferred stock held by the General Electric Company. This transaction resulted in approximately 29 million equivalent common shares being reacquired. Combined with the Martin Marietta Materials exchange transaction consummated in October 1996, the Corporation retired in excess of 16 percent of its diluted shares outstanding in 1996 and 1997. Produce double-digit earnings per share growth -- Lockheed Martin's diluted earnings per share over the past three years have been impacted by numerous nonrecurring and unusual items arising out of the Corporation's consolidation and shareholder value initiatives (most notably the negative impact of the deemed preferred stock dividend of $8.55 per diluted share in 1997) which are described in detail in management's financial discussion and analysis section of this report. Excluding those nonrecurring and unusual items, 1997 diluted earnings per share would have been $6.05 per share, an 11 percent increase over similarly-adjusted 1996 earnings per share of $5.44. This earnings per share growth exceeded growth in net sales, which reached a record $28.1 - ---------- 4 "With the fulfillment of major goals we set for ourselves at the time of the - ---------------------------------------------------------------------------- 1995 merger... a firm foundation for the future has been established." - -------------------------------------------------------------------- billion in 1997 compared with $26.9 billion in 1996. Earnings per share growth was also achieved despite an 11 percent increase in goodwill and intangible amortization, which rose to $446 million in 1997 from $402 million in 1996. This amortization represents an ongoing non-cash expense reflected in the Corporation's results of operations. Generate superior shareholder returns -- Despite share price performance in 1997 being below overall market averages, we have realized an excellent shareholder return record (based on stock price appreciation plus dividends) since the formation of Lockheed Martin three years ago. Over that period, Lockheed Martin generated a 28 percent compound annual shareholder return, which compares favorably to the 25 percent annual return achieved by our aerospace/defense peer group. Goals for 1998 and Beyond - ------------------------- With the fulfillment of major goals we set for ourselves at the time of the 1995 merger of Lockheed and Martin Marietta, a firm foundation for the future has been established. Generating robust cash flows will continue to be an important goal of Lockheed Martin. In fact, we have recently raised the weighting of the cash generation element of the management incentive compensation formula. We recognize cash flow as a key valuation driver and a key to enhancing long-term earnings. Our goals for 1998 and beyond include our continuing commitment to being a "merchant supplier" and a "merchant buyer" in the world marketplace. This means that our businesses will provide products and services to other companies within Lockheed Martin as well as to other prime contractors and other customers around the world. At the same time, all Lockheed Martin businesses will purchase the products and services they need from the most capable, cost effective suppliers in the world, whether these suppliers are found inside or outside Lockheed Martin. The Corporation faces an intensely competitive environment in our key businesses, a new set of competitors and global market dynamics in our closely-related target areas of information services and commercial space, along with overall higher standards of shareholder returns. F-22 Raptor air superiority fighter makes its first flight [PHOTO OF F-22 RAPTOR APPEARS HERE] - ---------- 5 To enhance our position as a world-class company, and in order to meet our goal of superior shareholder returns, we must continually evaluate our processes and implement changes to improve the way we do business, over and above activities designed to achieve consolidation savings. Lockheed Martin is committed to growing shareholder value by improving productivity and efficiencies, and generating additional cash flows through the sharing and implementation of "Best Practices" throughout the Corporation. We have identified five initiatives, to be launched in 1998, to focus our management processes on the fundamentals of cash flow generation, increased competitiveness, and continual operating margin enhancement. These initiatives can be summarized as follows: Procurement Leverage -- As a premier high-technology systems provider, the Corporation has historically procured goods and services totaling about 50 percent of net annual sales. The financial and operational benefits from forging stronger relationships with strategic partners, embracing electronic commerce, and working more closely with our suppliers can provide improved returns to our customers and shareholders. Receivables Reduction -- Lockheed Martin had $5 billion in receivables at year end 1997, representing opportunities to improve billing and cash collection cycles. It is estimated that a reduction of three days sales outstanding could generate over $200 million in cash flow to redeploy toward growing shareholder value. Inventory Management -- Lockheed Martin had over $3 billion in inventories at year end 1997. It is estimated that a five percent improvement in our inventory turnover rate could generate more than $150 million in cash flow. Manufacturing Excellence -- We are installing a "lean thinking" mentality throughout our Corporation to reduce cycle times, improve quality, promote "just in time" manufacturing, and eliminate non-productive assets. At the Sandia-developed air bags give Mars Pathfinder a soft landing [PHOTO OF MARS PATHFINDER APPEARS HERE] - ---------- 6 "We are confident of our present and excited about our future as we look to the - ------------------------------------------------------------------------------- new challenges ahead." - ---------------------- same time, we are maintaining and enhancing our standards of quality to ensure relentless focus on future Mission Success. Employee Development -- In order to drive our productivity gains, we must continue to empower our employees with the proper tools and incentives. Productivity improvements should result in meaningful margin improvements. While each productivity step is important, so also is the strong commitment to develop new technologies and the systems that bring them to everyday use. Employee development and capability enhancement make this possible. We continue to invest about $1 billion annually in research and development efforts and bid and proposal activities to build advanced technology capabilities and win new business. Our employees have done a superlative job in working together as a team during a period of unprecedented consolidation in our industry. Our unrelenting drive to become more efficient and productive, and accelerate our growth outlook, provides a brighter future for our employees, attractive pricing for our customers, and higher returns for our shareholders. Before closing, we would like to express our admiration, gratitude and thanks to Daniel M. Tellep, the first Chairman and Chief Executive Officer of Lockheed Martin, for his dedicated and exemplary service to the Corporation and its Board of Directors. Dan has decided not to seek re-election to the Board in order to spend more time with his family in California. While we take pride in our history, we have challenged ourselves to improve upon the past. And while that has been our attitude since we formed Lockheed Martin on March 15, 1995, we are confident of our present and excited about our future as we look to the new challenges ahead. March 12, 1998 /s/ Norman R. Augustine Norman R. Augustine Chairman /s/ Vance D. Coffman Vance D. Coffman Chief Executive Officer and Vice Chairman /s/ Peter B. Teets Peter B. Teets President and Chief Operating Officer - ---------- 7 - ----------------- 1997 Achievements - ----------------- - --------------------------------- Space & Strategic Missiles Sector ================================================================================ [PHOTO OF MEL BRASHEARS APPEARS HERE] Mel Brashears President and Chief Operating Officer - --------------------------------------------------------------- - - 100 percent Mission Success on five Titan, eight Atlas, one Athena and three Russian Proton vehicle launches. - - U.S. Air Force awards Lockheed Martin a development contract for the Evolved Expendable Launch Vehicle family of launchers. - - Lockheed Martin builds the External Tanks for eight successful Space Shuttle launches. - - Lockheed Martin completes demonstration tank proof testing for the X-33 in support of the VentureStar(TM) Reusable Launch Vehicle. - ------------------ Electronics Sector ================================================================================ [PHOTO OF THOMAS A. CORCORAN APPEARS HERE] Thomas A. Corcoran President and Chief Operating Officer - --------------------------------------------------------------- - - U.S. Air Force awards contract to develop and integrate modifications for the A/OA-10 aircraft fleet. - - The Raytheon TI Systems Inc./Lockheed Martin Javelin joint venture receives a contract for full-rate production. - - Lockheed Martin signs a contract to provide a vessel traffic management system to China. - - Lockheed Martin to build "smart" guidance kits for the Wind Corrected Munitions Dispenser. - ----------------------------- Information & Services Sector ================================================================================ [PHOTO OF ARTHUR E. JOHNSON APPEARS HERE] Arthur E. Johnson President and Chief Operating Officer - --------------------------------------------------------------- - - 100 percent Mission Success on eight Space Shuttle missions launched by United Space Alliance. - - FAA selects Lockheed Martin to modernize the nation's air traffic control system, including assistance to the FAA's upgrade of computer and control systems. - - The U.K. National Air Traffic Services selects Sky Solutions Ltd. as preferred bidder for the New Scottish Centre, a new air traffic control facility. Sky Solutions is owned by Lockheed Martin and Bovis Ltd. - - The U.S. Patent and Trademark Office awards Lockheed Martin contract for information systems development and maintenance. - ------------------ Aeronautics Sector ================================================================================ [PHOTO OF JAMES A. BLACKWELL, JR. APPEARS HERE] James A. Blackwell, Jr. President and Chief Operating Officer - --------------------------------------------------------------- - - F-22 aircraft rollout April 9 and first flight September 7. - - U.S. and international customers order 42 C-130J Hercules aircraft in 1997, bringing total orders and options to 145 aircraft. - - Singapore makes follow-on order for 12 F-16 aircraft; Lockheed Martin co-produces and delivers total of 117 Fighting Falcons in 1997. - - Joint Strike Fighter: Teaming agreements with Northrop Grumman and British Aerospace; start component production for two X-35 concept demonstrators; - --------------------------- Energy & Environment Sector ================================================================================ [PHOTO OF ROBERT J. STEVENS APPEARS HERE] Robert J. Stevens President and Chief Operating Officer - --------------------------------------------------------------- - - Industry Week magazine names the Paducah Gaseous Diffusion Plant as a Top 10 Best Plant in America. - - Sandia receives Department of Energy award for delivering a 500 percent return on investment and saving $106.3 million by turning Tritium Research Laboratory into a chemical/radiation detection research facility. - - Lockheed Martin employees at Idaho National Engineering and Environmental Laboratory, Oak Ridge Energy Systems and 8 [Space & Strategic Missiles Sector, continued] ================================================================================ - - 100 percent Mission Success on 54 commercial, four civil and four military satellites, all manufactured by Lockheed Martin, including the first A2100 bus completed at the Corporation's new Commercial Satellite Center. - - Lockheed Martin and Russia's Intersputnik International Organization of Space Communications form a joint venture called Lockheed Martin Intersputnik to provide international telecommunications services. - - Lockheed Martin supports NASA's Mars Pathfinder, Mars Global Surveyor and Cassini planetary missions. - - Lockheed Martin assists with the successful second Hubble Space Telescope servicing mission. - - Lockheed Martin conducts 15 successful land- and sea-launched strategic and tactical missile flights. - - United Missile Defense Company is formed to strengthen National Missile Defense bid. [Electronics Sector, continued] ================================================================================ - - Lockheed Martin wins 25 domestic and international postal contracts to provide advanced recognition, automation, material handling and information management systems. - - The Lockheed Martin-Tenix joint venture to manage to completion the Jindalee Operational Radar Network in Australia. - - Spanish Ministry of Defense selects the AEGIS combat system for its F-100 frigates. - - Lockheed Martin Federal Systems-Owego attains highest rating of a company's software development capability from the Carnegie Mellon Software Engineering Institute, joining only two other companies worldwide rated at Level 5. - - A Lockheed Martin-Northrop Grumman joint venture is formed to produce Longbow Apache anti-armor missiles and missile launchers for U.S. Army. - - Ballistic Missile Defense Organization and U.S. Army conduct two successful test flights of the Patriot Advanced Capability (PAC-3) Missile. [Information & Services Sector, continued] ================================================================================ - - The Census Bureau selects Lockheed Martin to develop and install document imaging system to capture information from forms used for the Year 2000 Census. - - U.S. Air Force Space Command's 50th Space Wing selects Lockheed Martin for satellite operations, operations support, plus maintenance and training. - - The Environmental Protection Agency awards Lockheed Martin contracts to support the agency's computing and telecommunications requirements. - - The New York State Metropolitan Transportation Authority selects Lockheed Martin to outsource its information technology initiatives. - - Lockheed Martin becomes the North American Numbering Plan Administrator; signs Local Number Portability contracts serving phone carriers in 24 states. Local number portability allows customers to keep existing telephone numbers if they switch local service providers. - - Lockheed Martin wins Phase I of Consolidated Space Operations Contract. [Aeronautics Sector, continued] ================================================================================ successful Interim Program Review confirming we're on schedule, within budget, with robust design. - - Successful X-33 Critical Design Review, providing go-ahead to complete fabrication and assembly of subscale prototype. Linear Aerospike SR-71 Experiment validates propulsion configurations. - - Lockheed Martin and Alenia Aerospazio announce launch of C-27J medium airlifter. - - Lockheed Martin-Northrop Grumman team joins Australia's Transfield Defence (now Tenix) to compete for Wedgetail airborne early warning and control program. - - Deliver first operational Block 30 EC-130H Compass Call electronic warfare aircraft. - - Successful transition of Big Safari maintenance and modification work from Ontario plant to Palmdale; close Ontario plant as part of facilities consolidations. - - Receive U.S. Air Force contract to develop technologies/concepts for a military spaceplane. - - Aircraft & Logistics Centers begin operating January 1 following consolidation of four units into a single operating company; capture contracts totaling over $1.25 billion in 1997. [Energy & Environment Sector, continued] ================================================================================ Hanford are honored with Vice President Gore's "Hammer Award". - - NASA thanks Sandia for its role in the Pathfinder mission to Mars, including design and test of airbags that protected equipment during landing. - - The Joint Program Office for Unmanned Ground Vehicles selects Lockheed Martin to provide robotic systems for bomb detection. - - Sandia and eight universities will pilot the FAA's new Center of Excellence for air worthiness assurance. - - Oak Ridge Energy Systems delivers "hospital-in-a-box" prototype to the Army and Air Force. - - The U.S. Environmental Protection Agency accepts Sandia's application to open the Waste Isolation Pilot Project to store transuranic wastes. - - Department of Energy selects Lockheed Martin to eliminate solid propellant, rocket motor cases and missile canisters from former Soviet ICBMs. - ---------- 9 Financial Section - ----------------------------------------- Management's Discussion and 11 Analysis of Financial Condition and Results of Operations - ----------------------------------------- The Corporation's Responsibility 25 for Financial Reporting - ----------------------------------------- Report of Ernst & Young LLP, 26 Independent Auditors - ----------------------------------------- Consolidated Statement 27 of Earnings - ----------------------------------------- Consolidated Statement 28 of Cash Flows - ----------------------------------------- Consolidated Balance Sheet 29 - ----------------------------------------- Consolidated Statement 30 of Stockholders' Equity - ----------------------------------------- Notes to Consolidated Financial Statements 31 - ----------------------------------------- Consolidated Financial Data - 45 Eight Year Summary - ---------- 10 Lockheed Martin Corporation ================================================================================ Management's Discussion and Analysis of Financial Condition and Results of Operations Lockheed Martin Corporation (Lockheed Martin or the Corporation) is a highly diversified global enterprise principally engaged in the conception, research, design, development, manufacture and integration of advanced- technology products and services. The following discussion should be read in conjunction with the audited consolidated financial statements included herein. ================================================================================ Transaction Agreement with Northrop Grumman Corporation On July 3, 1997, the Corporation and Northrop Grumman Corporation (Northrop Grumman) announced that they had entered into an Agreement and Plan of Merger (the Merger Agreement) to combine the companies in a transaction with a total estimated value at the announcement date of approximately $11.6 billion, including Northrop Grumman debt to be assumed by the Corporation of approximately $3.1 billion (the Merger). Under the terms of the Merger Agreement, which was approved by the respective Boards of Directors of the Corporation and Northrop Grumman, Northrop Grumman stockholders will receive 1.1923 shares of Lockheed Martin common stock for each share of Northrop Grumman common stock. On February 26, 1998, the stockholders of the Corporation approved the issuance of shares of Lockheed Martin common stock in connection with the Merger. In addition, the Corporation's stockholders approved an amendment to Lockheed Martin's charter to increase the number of authorized shares of Lockheed Martin common stock from 750 million to 1.5 billion. Also on February 26, 1998, the stockholders of Northrop Grumman approved the Merger Agreement pursuant to which Northrop Grumman is to become a wholly-owned subsidiary of Lockheed Martin. On March 9, 1998, the Corporation announced that it had been informed by the Department of Justice (DOJ) that the DOJ was fundamentally opposed to the Merger. The Corporation also announced on that date that it had committed to the DOJ not to close the transaction before April 24, 1998, and to develop and submit a proposal to the DOJ by April 8, 1998 designed to address the DOJ's antitrust concerns while preserving the expected benefits and efficiencies of the transaction to the Corporation and its stockholders, customers, employees and suppliers. On March 12, 1998, the DOJ informed the Corporation that it found this commitment unacceptable and demanded that the Corporation agree to certain substantial divestitures or the DOJ will proceed to court. The DOJ stated that they expected a response by March 16, 1998. The transaction will be accounted for using the purchase method of accounting. Concurrent with the consummation of the Merger, the Corporation will increase the amount of its one-year revolving credit facility from $1.5 billion to $2.5 billion. The operations of Northrop Grumman are expected to be reported in the Electronics, Information & Services, Aeronautics, and Energy and Other segments. ================================================================================ Transaction Agreement with General Electric Company On November 3, 1997, the Corporation announced a definitive agreement with General Electric Company (GE) under which Lockheed Martin would exchange the stock of a newly formed subsidiary, LMT Sub, for all of the Lockheed Martin Series A preferred stock held by GE and certain subsidiaries of GE (the GE Transaction). The Series A preferred stock, which was originally issued to GE in connection with the acquisition of GE's aerospace businesses in 1993, was convertible into approximately 29 million shares of Lockheed Martin common stock with a market value of approximately $2.8 billion at the date of the announcement of the GE Transaction. In accordance with the agreement, on November 17, 1997, Lockheed Martin exchanged all of the outstanding capital stock of LMT Sub for all of the outstanding Series A preferred stock held by GE and certain subsidiaries of GE. LMT Sub was composed of two non-core commercial business units which contributed approximately five percent - -------- 11 - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations . Continued of the Corporation's 1997 net sales, Lockheed Martin's investment in a telecommunications partnership, and approximately $1.6 billion in cash. The cash included in the exchange was initially financed through the issuance of commercial paper. On November 20, 1997, $1.4 billion was refinanced pursuant to a note, due November 17, 2002 and bearing interest at 6.04%, from Lockheed Martin to LMT Sub. The remainder is expected to be refinanced with a note from Lockheed Martin to LMT Sub on substantially similar terms following final determination of the closing net worth of the businesses exchanged. The GE Transaction was accounted for at fair value, and resulted in the reduction of the Corporation's stockholders' equity by $2.8 billion and the recognition of a tax-free gain of approximately $311 million, or $1.46 per diluted share, during the fourth quarter. For purposes of determining net earnings applicable to common stock used in the computation of earnings per share, the excess of the fair value of the consideration transferred to GE (approximately $2.8 billion) over the carrying value of the Series A preferred stock ($1.0 billion) was treated as a deemed preferred stock dividend and deducted from 1997 net earnings in accordance with the requirements of the Emerging Issues Task Force's Issue D-42. This deemed dividend had a significant impact on the earnings per share calculations, but did not impact reported 1997 net earnings. The effect of this deemed dividend decreased basic earnings per share by $9.85, and was antidilutive in the calculation of diluted earnings per share. ================================================================================ Other Acquisitions and Divestitures In April 1996, the Corporation purchased all of the issued and outstanding shares of common stock of Loral Corporation (Loral) for an aggregate consideration of $38 per share in cash. The purchase involved a series of transactions that resulted in (i) the distribution to stockholders of Loral, immediately prior to the consummation of the purchase, of shares of capital stock in Loral Space & Communications, Ltd. (Loral SpaceCom), a newly-formed company, which now owns and manages substantially all of Loral's former space and satellite telecommunications interests, and in which the Corporation acquired shares of preferred stock that were convertible into 20 percent of Loral SpaceCom's common stock on a diluted basis at the date of acquisition, and (ii) the acquisition by the Corporation of Loral's defense electronics and systems integration businesses (collectively, the Loral Transaction). With regard to the Loral Transaction, the total purchase price paid, including acquisition costs, was approximately $7.6 billion. The Loral Transaction was accounted for using the purchase method of accounting. In connection with the Loral Transaction, Loral changed its name to Lockheed Martin Tactical Systems, Inc. (Tactical Systems), which became a wholly-owned subsidiary of the Corporation. The operations of Tactical Systems have been included in the results of operations of the Corporation from April 1, 1996. Effective June 30, 1997, Tactical Systems was merged with and into the Corporation. In March 1997, the Corporation executed a definitive agreement valued at approximately $525 million to reposition 10 non-core business units as a new independent company, L-3 Communications Corporation, in which the Corporation retained a 34.9 percent ownership interest at closing. These business units, primarily composed of high-technology, product-oriented companies, contributed approximately two percent of the Corporation's net sales during the three month period ended March 31, 1997. The transaction, which closed on April 30, 1997 with an effective date of March 30, 1997, did not have a material impact on the Corporation's earnings. During the third quarter of 1996, the Corporation announced its intention to distribute via an exchange offer its 81 percent interest in Martin Marietta Materials, Inc. (Materials) to its stockholders (the Exchange Offer). Under the terms of the Exchange Offer, the Corporation's stockholders were given the opportunity to exchange each Lockheed Martin common share held for 4.72 common shares of Materials on a tax-free basis. The Exchange Offer - ---------- 12 Lockheed Martin Corporation - -------------------------------------------------------------------------------- expired by its terms on October 18, 1996 and was oversubscribed. On October 23, 1996, approximately 7.9 million shares of the Corporation's common stock were exchanged for the 37.35 million shares of Materials common stock held by the Corporation. Upon the closing of this transaction, the Corporation had no remaining ownership interest in Materials and had reduced its common shares outstanding by approximately four percent. This fourth quarter 1996 exchange was accounted for at fair value, resulting in the reduction of the Corporation's stockholders' equity by $750 million and the recognition of a pretax gain of $365 million. In November 1996, the Corporation announced the proposed divestiture of two of its business units, Armament Systems and Defense Systems, to General Dynamics Corporation (General Dynamics). This transaction, which concluded with the Corporation's receipt of $450 million in cash on January 2, 1997, had no pretax effect on the results of operations for 1996 or 1997. At December 31, 1996, $450 million, representing the net assets of the two business units, was included in other current assets. On a combined basis, the Materials exchange and the Armament Systems and Defense Systems divestiture noted above increased 1996 net earnings by $351 million, or $1.59 per diluted share. ================================================================================ Results of Operations The Corporation's operating cycle is long-term and involves various types of production contracts with varying production delivery schedules. Accordingly, results of a particular year, or year-to-year comparisons of recorded sales and profits, may not be indicative of future operating results. The following comparative analysis should be viewed in this context. The Corporation's consolidated net sales for 1997 were a record $28.1 billion. Net sales for the year were four percent greater than 1996 net sales, which in turn were 18 percent greater than 1995 net sales. Sales increases for 1997 in the Space & Strategic Missiles, Aeronautics and Information & Services segments, as well as the inclusion of the operations of Tactical Systems for a full year, more than offset the reduction of sales due to divested operations. The 1996 increase principally resulted from the inclusion of the operations of Tactical Systems from April 1, 1996, which more than offset sales decreases in the Aeronautics segment. The U.S. Government remained the Corporation's largest customer, comprising 66 percent of the Corporation's net sales for 1997 compared to 70 percent in 1996 and 69 percent in 1995. The Corporation's operating profit (earnings before interest and taxes) was approximately $2.8 billion in 1997, a two percent increase from the $2.7 billion reported in 1996. Operating profit for 1996 was significantly greater than the $1.4 billion reported in 1995. However, the reported amounts for each of the three years presented included the financial impacts of various nonrecurring and unusual items, the details of which are described below. Excluding the effects of these nonrecurring and unusual items for each year, operating profit for 1997 would have been approximately nine percent greater than the 1996 amount, which in turn would have been approximately 29 percent greater than the 1995 amount. For 1997 compared to 1996, increases in operating profits at the Space & Strategic Missiles and Aeronautics segments more than offset a reduction in operating profit at the Information & Services segment. A significant portion of the 1996 increase resulted from the inclusion of the operations of Tactical Systems. Additional growth in ================================================================================ - ------------------------------------------ Net Sales In millions [BAR GRAPH APPEARS HERE] (a) Includes the effects of the business combination with Loral Corporation since April 1996. - ---------- 13 - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations . Continued operating profit in 1996 resulted from increases in the Space & Strategic Missiles and Electronics segments, slightly offset by declines in the Aeronautics segment. During the fourth quarter of 1997, in addition to recording the tax-free gain resulting from the GE Transaction, the Corporation recorded nonrecurring and unusual pretax charges, net of state income tax benefits, totaling $457 million. These charges were identified in connection with the Corporation's review, which concluded in the fourth quarter, of non-strategic lines of business, non-core investments and certain other assets. Approximately $200 million of the pretax charges reflected the estimated effects of exiting non-strategic lines of business, including amounts related to the fixed price systems development line of business in the area of children and family services, and related to increases in estimated exposures relative to the environmental remediation lines of business initially identified in 1996 and for which initial estimates of exposure were provided in the fourth quarter 1996 charges. These increases in estimated exposures were based on more current information, including deterioration in a partner's financial condition as evidenced by the partner seeking protection under the bankruptcy laws. The remaining charges reflected impairments in the values of various non-core investments and certain other assets in keeping with the Corporation's continued focus on core operations. Operating profit in 1996 included the gain on the Materials exchange discussed previously. In addition, during the fourth quarter of 1996, the Corporation recorded nonrecurring pretax charges, net of state income tax benefits, of $307 million. Approximately one-half of the charges reflected the estimated effects of terminating a relationship formed to provide environmental remediation services to government and commercial customers worldwide, and the initial estimated effects related to management's decision to exit a certain environmental remediation line of business. Charges of approximately $85 million were identified in connection with an evaluation of the Corporation's future strategic focus, and reflected impairments in the values of non-core investments and certain other assets which were other than temporary in nature. The remaining charges of approximately $75 million were related to costs for facility closings and transfers of programs resulting from management's decision to include the operations of Tactical Systems in the Electronics, Information & Services, and Energy and Other segments. During the first quarter of 1995, the Corporation recorded a pretax charge of $165 million for merger related expenses in connection with the formation of Lockheed Martin. During the second quarter of 1995, the Corporation recorded a pretax charge of $525 million in conjunction with a corporate-wide consolidation plan under which the Corporation would close certain facilities and laboratories and eliminate duplicative field offices in the U.S. and abroad, eliminating up to approximately 12,000 positions. This charge represented the portion of the accrued costs and net realizable value adjustments that were not probable of recovery. Reported net earnings for 1997 were $1.30 billion, which was approximately three percent lower than the net earnings reported in 1996. Reported 1996 net earnings of ================================================================================ - ------------------------------------------ Net Earnings In millions [BAR GRAPH APPEARS HERE] (a)Includes the effects of the business combination with Loral Corporation since April 1996. (b) Excluding the effects of the gain on the transaction with GE, and the charges relating to certain lines of business in the areas of children and family services systems development and environmental remediation, and impairments in values for certain assets, 1997 net earnings would have been $1,292 million. (c) Excluding the effects of the Materials exchange, the divestiture of two business units, and the charges associated with the environmental remediation business, impairments in values for certain assets, and other costs, 1996 net earnings would have been $1,205 million. (d) Excluding the effects of the merger related and consolidation charges, 1995 net earnings would have been $1,118 million. - ---------- 14 Lockheed Martin Corporation - -------------------------------------------------------------------------------- $1.35 billion were significantly greater than the 1995 net earnings of $682 million. The 1997 reported amount includes the Corporation's tax-free gain of $311 million, or $1.46 per diluted share, resulting from the GE Transaction, and the after-tax effects of the nonrecurring and unusual charges described above, which decreased net earnings by $303 million, or $1.42 per diluted share. The 1996 reported amounts include the after-tax effects of the Materials exchange and the provision for the after-tax effect of the Corporation's divestiture of its Armament Systems and Defense Systems business units. On a combined basis, the Materials exchange and the divestiture noted above increased 1996 net earnings by $351 million, or $1.59 per diluted share. The 1996 reported amounts also include the after-tax impact of the nonrecurring charges described above, which decreased net earnings by $209 million, or $.94 per diluted share. The 1995 reported amounts include the after-tax effects of the merger related and consolidation charges identified above of $436 million, or $1.97 per diluted share. Excluding the effects of these nonrecurring and unusual items, net earnings for 1997 would have been slightly more than $1.29 billion, representing a seven percent increase from the adjusted 1996 net earnings of approximately $1.20 billion. The adjusted 1996 net earnings amount would have been eight percent higher than the adjusted 1995 net earnings amount of approximately $1.12 billion. All earnings per share amounts have been computed in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." Prior year amounts computed under the new standard do not differ significantly from amounts computed under previous guidance. For purposes of determining net earnings applicable to common stock used in the computation of earnings per share, the excess fair value of assets transferred to GE over the carrying value of the preferred stock (approximately $1.8 billion) was treated as a deemed preferred stock dividend and deducted from 1997 net earnings in accordance with the requirements of the Emerging Issues Task Force's Issue D-42. This deemed dividend had a significant impact on the earnings per share calculations, but did not impact reported 1997 net earnings. The effect of this deemed dividend decreased basic earnings per share by $9.85 and diluted earnings per share by $8.55. Accordingly, the 1997 diluted loss per share is not presented on the Consolidated Statement of Earnings as the calculated amount was antidilutive as compared to the calculated basic loss per share of $3.12. Basic and diluted earnings per share amounts reported were $6.80 and $6.09 for 1996, and $3.28 and $3.09 for 1995, respectively. The Corporation's reported 1997, 1996, and 1995 diluted earnings per share before the deemed preferred stock dividend were $6.09, $6.09, and $3.09, respectively. Excluding the effects of the nonrecurring and unusual items described above, diluted earnings per share before the deemed preferred stock dividend for 1997, 1996, and 1995 would have been $6.05, $5.44, and $5.06, respectively. The Corporation's debt to capitalization ratio increased from 63 percent at December 31, 1996 to just under 70 percent at December 31, 1997. Total debt (including short-term ================================================================================ - ------------------------------------------------- Diluted Earnings Per Share Before Deemed Preferred Stock Dividend In dollars [BAR GRAPH APPEARS HERE] (a) Includes the effects of the business combination with Loral Corporation since April 1996. (b) Excludes the effects of a deemed preferred stock dividend in determining net earnings applicable to common stock in the computation of earnings per share which resulted from the GE Transaction. The effect of this deemed dividend was to decrease basic earnings per share by $9.85, and was antidilutive relative to diluted earnings per share. (c) Excluding the effects of the gain on the transaction with GE, and the charges related to certain lines of business in the areas of children and family services systems development and environmental remediation, and impairments in values for certain assets, 1997 diluted earnings per share would have been $6.05. (d) Excluding the effects of the Materials exchange, the divestiture of two business units, and the charges associated with the environmental remediation business, impairments in values for certain assets, and other costs, 1996 diluted earnings per share would have been $5.44. (e) Excluding the effects of the merger related and consolidation charges, 1995 diluted earnings per share would have been $5.06. - ---------- 15 - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations . Continued borrowings) at December 31, 1997 increased to $11.9 billion from $11.5 billion at December 31, 1996 while stockholders' equity decreased to $5.2 billion at December 31, 1997 from nearly $6.9 billion at December 31, 1996. These changes principally resulted from the increase in long-term debt and the redemption of the Series A preferred stock in connection with the GE Transaction. The Corporation paid common dividends of $299 million in 1997, or $1.60 per common share. ================================================================================ Industry Considerations The Corporation's primary lines of business are in high technology systems for aerospace and defense, serving both government and commercial customers. In recent years, domestic and worldwide political and economic developments have strongly affected these markets, requiring significant adaptation by market participants. Reductions in the Federal defense budget for research, development, test and evaluation, and procurement over the last several years have caused continued pressures on participants in the aerospace and defense industry to consolidate in order to maintain critical mass and achieve production economies. The Corporation has been at the forefront of the consolidation within the industry, as evidenced by the acquisitions of the aerospace businesses of GE, the Fort Worth and Space Systems divisions of General Dynamics, the defense electronics and systems integration businesses of Loral, and the pending acquisition of Northrop Grumman. These transactions, combined with other strategic acquisitions and alliances, have broadened the Corporation's business portfolio, created opportunities for increased efficiency and cost competitiveness, improved access to new markets and reduced the impact of exposure to specific defense budget reductions. The pending acquisition of Northrop Grumman is the latest action taken by the Corporation to solidify its position in the aerospace and defense industry. Northrop Grumman operates principally in the electronics, aircraft and information technology segments of the defense industry as a designer, systems integrator and manufacturer of military surveillance and combat aircraft, defense electronics and systems, airspace management systems, information systems, marine systems, precision weapons, space systems, and commercial and military aerostructures. Northrop Grumman itself has been an active participant in the consolidation of the industry through its acquisitions of Vought Corporation, the defense electronics businesses of Westinghouse Corporation, and Logicon Corporation. The acquisition of Northrop Grumman, if consummated, will strengthen the Corporation's business portfolio in several key areas and broaden its product lines and range of technologies. In addition to the acquisition actions noted above, the Corporation's management has been active in identifying and divesting its less well-positioned and non-core businesses. Such actions include the exchange of the remaining ownership interest in Materials, the divestiture of the Armament Systems and Defense Systems businesses to General Dynamics, the repositioning of non-core businesses as L-3 Communications Corporation, and the exchange of non-core businesses and cash for GE's preferred stock holdings in the Corporation. In addition, the Corporation transferred its Space Shuttle processing operations to United Space Alliance (USA), a joint venture with The Boeing Company which has become NASA's prime Space Shuttle operations contractor. These actions have helped the ================================================================================ - ------------------------------------------------ Dividends Per Common Share In dollars [BAR GRAPH APPEARS HERE] - ---------- 16 Lockheed Martin Corporation - -------------------------------------------------------------------------------- Corporation's management focus its attention on core competencies. The Corporation's management and Board of Directors will continue to periodically review the Corporation's strategic plans, which include the possibility of further acquisitions and divestitures, joint ventures and other new business relationships with aerospace and defense companies. Recently, the U.S. Department of Defense delivered to Congress a proposed budget for fiscal year 1999 that increases weapons procurement by eight percent over last year's level, ending a 12-year period of decline. Also, the Department of Defense proposed a five-year budget that would ultimately exceed the $60 billion target in procurement endorsed in the government's Quadrennial Defense Review. This target is considered the minimum necessary to adequately modernize aging ships, aircraft and other equipment. The potential end to the decline in defense budgets, combined with a trend toward outsourcing of information technology functions by federal, state, and local governments and an increase in civil and commercial space activity, may result in an improved industry market environment in future periods. The Corporation continued to achieve an excellent mission success record during 1997, with a 96 percent success rating out of 640 events such as test flights, rocket firings, missile launches and satellite deployments. In the new business competition arena, the Corporation won more than two-thirds of its competitions based on dollars bid, which was above its 1996 performance. To date, the Corporation's major programs generally have been well supported, but uncertainty exists over the size and scope of future defense and space budgets and their impact on specific programs. Some of the Corporation's programs have been delayed, curtailed or terminated, and future spending reductions and funding limitations could further impact these programs or have similar effects on other existing or emerging programs. As a U.S. Government contractor, the Corporation's government contracts and operations are subject to government oversight. The government may investigate and make inquiries of the Corporation's business practices and conduct audits of contract performance and cost accounting. These investigations may lead to claims against the Corporation. Under U.S. Government procurement regulations and practices, an indictment of a government contractor could result in that contractor being fined and/or suspended for a period of time from eligibility for bidding on, or for award of, new government contracts; a conviction could result in debarment for a specified period of time. Although the outcome of such investigations and inquiries cannot be predicted, in the opinion of management, there are no claims, audits or investigations pending against the Corporation that are likely to have a material adverse effect on the Corporation's business or its consolidated results of operations or financial position. The Corporation remains exposed to other inherent risks associated with U.S. Government contracting. These risks include technological uncertainties and obsolescence, changes in government policies and dependence on annual Congressional appropriation and allotment of funds. Progress has been made in expanding the Corporation's presence in related commercial and non-defense markets, most notably in space and telecommunications activities, information management and systems integration. Although these lines of business are not dependent on defense budgets, they share many of the risks associated with the Corporation's primary businesses, as well as others unique to the commercial marketplace. Such risks include development of competing products, technological feasibility, product obsolescence and the risks inherent in conducting business internationally. The Corporation has advanced funds to a foreign subcontractor for the manufacture of launch vehicles and related launch services. At December 31, 1997, such advances totaled approximately $450 million and were included in inventories. - ---------- 17 - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations . Continued ================================================================================ Discussion of Business Segments The Corporation's operations are divided into five business segments: Space & Strategic Missiles; Electronics; Information & Services; Aeronautics; and Energy and Other. Certain amounts for prior years have been reclassified to conform with the 1997 presentation. The following table displays net sales for the Lockheed Martin business segments for each of the three years in the period ended December 31, 1997, which correspond to the segment information presented in Note 17 to the consolidated financial statements. (In millions) 1997 1996 1995 ================================================================================ Net Sales Space & Strategic Missiles $ 8,303 $ 7,904 $ 7,813 Electronics 7,069 6,675 3,357 Information & Services 6,468 5,893 4,173 Aeronautics 6,045 5,596 6,617 Energy and Other 184 807 893 - -------------------------------------------------------------------------------- $28,069 $26,875 $22,853 ================================================================================ Operating profit by industry segment for each of the three years in the period ended December 31, 1997, including the effects of the nonrecurring and unusual items discussed previously, is displayed in the table below. This information also corresponds to the segment information presented in Note 17 to the consolidated financial statements. (In millions) 1997 1996 1995 ================================================================================ Operating Profit Space & Strategic Missiles $1,053 $ 973 $ 463 Electronics 594 673 224 Information & Services 163 290 267 Aeronautics 612 441 394 Energy and Other 357 356 29 - -------------------------------------------------------------------------------- $2,779 $2,733 $1,377 ================================================================================ The following table displays the pretax impact of the nonrecurring and unusual items discussed earlier as reflected in each segment's operating profit for each of the three years presented. (In millions) 1997 1996 1995 ================================================================================ Nonrecurring and Unusual Items: Consolidated Effects Gain on GE Transaction $ 311 $ -- $ -- Gain on Materials exchange -- 365 -- Nonrecurring and unusual charges (457) (307) -- Merger related and consolidation expenses -- -- (690) - -------------------------------------------------------------------------------- $ (146) $ 58 $(690) - -------------------------------------------------------------------------------- Segment Effects Space & Strategic Missiles $ (87) $ (25) $(263) Electronics (69) -- (93) Information & Services (163) (86) (24) Aeronautics (44) (46) (138) Energy and Other 217 215 (172) - -------------------------------------------------------------------------------- $ (146) $ 58 $(690) ================================================================================ In an effort to make the following discussion of significant operating results of each business segment more understandable, the impact of these nonrecurring and unusual items discussed earlier have been excluded. ================================================================================ Space & Strategic Missiles Net sales of the Space & Strategic Missiles segment increased by five percent in 1997 compared to 1996 and by one percent in 1996 compared to 1995. The 1997 increase was the result of greater Proton D-1-e launch services volume as well as an increase in revenue from commercial satellite programs. Increases in commercial satellite systems volume and classified program activities in 1996 compared to 1995 were largely offset by the timing of Atlas II and Atlas E launches (seven successful launches in 1996 versus 12 in 1995) and from reduced volume on the Trident fleet ballistic missile program. Operating profit for the segment increased by 14 percent in 1997 compared to 1996 and by 37 percent in 1996 compared to 1995. The 1997 increase resulted from an increase in the profitability of Atlas launches combined with - ---------- 18 Lockheed Martin Corporation - -------------------------------------------------------------------------------- the increase in Proton D-1-e launch activity mentioned above. The increase in 1996 was attributable to the increases in commercial satellite volume and classified program activities discussed above, margin expansion from improved cost performance on the Corporation's Titan and Atlas launch vehicle programs and timing of the recognition of award and incentive fees on certain space programs. ================================================================================ Electronics Net sales of the Electronics segment increased by six percent in 1997 compared to 1996 after having doubled in 1996 compared to 1995. The 1997 net sales amount reflects the inclusion of a full year of the operations of certain Tactical Systems companies versus nine months in 1996. However, this increase is offset by the divestiture of the Corporation's Armament Systems and Defense Systems businesses to General Dynamics at the beginning of 1997. Adjusting the results of operations to reflect these companies on a comparable basis, net sales in 1997 would have decreased by two percent compared to 1996. The 1996 net sales amount reflected the inclusion of the operations of certain Tactical Systems companies since April 1, 1996. Excluding the operations of the Tactical Systems companies, 1996 net sales for the segment would have increased by 12 percent compared to 1995. This increase was principally attributable to volume increases in a variety of government and commercial electronics programs and the inclusion of the operations of the aircraft controls business formerly owned by GE, which was acquired in the fourth quarter of 1995. Operating profit for the segment in 1997 was comparable to 1996 after having increased by 112 percent in 1996 compared to 1995. As was the case with net sales, 1997 operating profit reflects the inclusion of a full year of operations of certain Tactical Systems companies and does not include the operations of the businesses divested to General Dynamics, while the 1996 operating profit reflects the inclusion of the operations of the Tactical Systems companies since April 1, 1996. Adjusting the results of operations to reflect the Tactical Systems companies and the businesses divested to General Dynamics on a comparable basis, operating profit for the segment would have decreased by seven percent in 1997 compared to 1996 and would have increased by 28 percent in 1996 compared to 1995. The net decrease in 1997 was primarily the result of investments in new programs, while the 1996 increase was principally the result of the production volume increases discussed above as well as the inclusion in 1995 of contract charges related to the LANTIRN program close-out. ================================================================================ Information & Services Net sales of the Information & Services segment increased by 10 percent in 1997 compared to 1996, and by 41 percent in 1996 compared to 1995. The 1997 net sales increase reflected an increase in sales volume related to commercial products, systems integration programs and information systems programs. The inclusion of a full year of the operations of certain Tactical Systems companies in 1997 versus nine months in 1996 was offset by the effect of the absence of the L-3 operations and the Corporation's Space Shuttle processing operations. The 1996 increase is principally due to the inclusion of the operations of certain Tactical Systems companies since April 1, 1996. Excluding the operations of those businesses, 1996 net sales would have been comparable to 1995 levels. Increases in commercial product distribution activities in 1996 were largely offset by the transfer of the Corporation's contracts for Space Shuttle processing operations to USA as mentioned previously. The operations of the Access Graphics business unit, which was divested in the GE Transaction, generated approximately 19 percent of the segment's net sales in 1997. Operating profit for the segment decreased by 13 percent in 1997 compared to 1996 after having increased by 29 percent in 1996 compared to 1995. However, adjusting the results of operations to reflect the companies divested in the L-3 transaction and the Tactical Systems companies on a comparable basis, operating profit in 1997 would have decreased by six percent compared to 1996 while operating profit in 1996 would have decreased by 30 percent compared - ---------- 19 - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations . Continued to 1995. The 1997 decrease was caused primarily by unfavorable performance in the operations of a majority-owned subsidiary and by charges recorded in the Corporation's graphics technology line of business. The 1996 decrease from 1995 was principally the result of charges taken in 1996 related to certain information systems contracts and accounts, and from losses experienced at two of the Corporation's commercial subsidiaries. ================================================================================ Aeronautics Net sales of the Aeronautics segment increased by eight percent in 1997 compared to 1996 after decreasing by 15 percent in 1996 compared to 1995. The 1997 increase principally resulted from increased deliveries of F-16 fighter aircraft. The net sales decrease in 1996 was principally due to fewer deliveries of both F-16 fighter and C-130 airlift aircraft. Operating profit increased by 35 percent in 1997 compared to 1996 after decreasing by eight percent in 1996 compared to 1995. The increase in 1997 resulted from the greater number of F-16 aircraft deliveries previously mentioned, completion of significant flight performance milestone events and margin improvements on the C-130 program, and increased margins in the manufacture of thrust reversers. The Corporation's thrust reverser business was divested in the GE transaction during the fourth quarter of 1997. The 1996 operating profit decrease compared to 1995 was principally the result of the volume decreases discussed previously. ================================================================================ Energy and Other Net sales of this segment decreased significantly in 1997 compared to 1996, and by 10 percent in 1996 compared to 1995. The net sales decreases for both periods were principally the result of the divestiture of Materials during the fourth quarter of 1996. Operating profit for this segment was relatively unchanged in 1997 compared to 1996 after having decreased by 30 percent in 1996 compared to 1995. Improvement in the Corporation's performance on certain environmental programs coupled with gains related to dispositions of miscellaneous Corporate investments essentially offset the absence of the results of operations of Materials which was divested in 1996. The net decrease in 1996 compared to 1995 principally resulted from losses on certain environmental programs. ================================================================================ Backlog Total negotiated backlog of $47.1 billion at December 31, 1997 included both unfilled firm orders for the Corporation's products for which funding has been authorized and appropriated by the customer (Congress, in the case of U.S. Government agencies) and firm orders for which funding has not been appropriated. The following table shows total backlog by segment at the end of each of the last three years: (In millions) 1997 1996 1995 ================================================================================ Backlog Space & Strategic Missiles $16,834 $19,463 $18,066 Electronics 9,849 10,650 5,271 Information & Services 6,674 6,718 3,005 Aeronautics 13,456 13,408 14,775 Energy and Other 246 167 8 - -------------------------------------------------------------------------------- $47,059 $50,406 $41,125 ================================================================================ - ----------------------------------------------------- Negotiated Backlog In millions [BAR GRAPH APPEARS HERE] (a) Includes the effects of the business combination with Loral Corporation since April 1996. - ---------- 20 Lockheed Martin Corporation - -------------------------------------------------------------------------------- Total Space & Strategic Missiles backlog decreased by 14 percent in 1997 compared to 1996 after having increased by eight percent in 1996 compared to 1995. The decrease in 1997 resulted principally from a reduction in classified backlog and a finalization of the Corporation's backlog recognition policy for the SBIRS program. The increase in 1996 occurred principally from new orders received for Titan, Atlas and Proton launch vehicle services and the SBIRS program. In the Electronics segment, total backlog decreased by eight percent in 1997 compared to 1996 after more than doubling in 1996 compared to 1995. The 1997 decrease was caused by the absence of backlog related to the businesses that were divested to General Dynamics during 1997. The 1996 increase was due to the addition of the backlog of the Tactical Systems companies acquired in 1996. Excluding the acquired backlog of the Tactical Systems companies, backlog in 1996 for the segment would have decreased by three percent compared to 1995. This decrease was principally the result of the net effect of close-outs of completed government electronics contracts during the year. Total Information & Services backlog decreased slightly in 1997 compared to 1996, and increased by 124 percent in 1996 compared to 1995. The decrease in 1997 resulted from the absence of backlog related to the companies that were divested to L-3 during 1997. If the 1996 end of year backlog of L-3 is excluded, backlog in 1997 would have increased by eight percent compared to 1996, principally because of new orders generated in a number of the segment's information technology businesses. The significant 1996 increase was due to the addition of the backlog of the Tactical Systems companies acquired in 1996. Excluding the acquired backlog of the Tactical Systems companies, backlog in 1996 for the segment would have increased by 25 percent compared to 1995. This increase was principally the result of new information management services contract awards. In the Aeronautics segment, total backlog increased slightly in 1997 compared to 1996 and decreased by nine percent in 1996 compared to 1995. In 1997, the segment's C-130 airlift aircraft backlog increased due to the receipt of new orders. These new orders offset a reduction in F-16 fighter aircraft backlog and the divestiture of the segment's thrust reverser program backlog to GE during 1997. In 1996, F-16 aircraft backlog decreased, primarily reflecting deliveries of aircraft exceeding new orders. Decreases in backlog for the F-22 air-superiority fighter aircraft program, currently in the development phase, also contributed to the 1996 decrease. ================================================================================ Liquidity and Cash Flows Cash provided by operating activities was approximately $1.2 billion in 1997, compared with $1.6 billion and $1.3 billion of cash provided in 1996 and 1995, respectively. As in the prior years, positive cash flows were derived in large part from operating profits before deducting non-cash charges for depreciation and amortization of property and intangible assets, offset in part by working capital increases. Cash provided by operating activities also includes the effect of merger related and consolidation payments of $68 million in 1997, $244 million in 1996, and $208 million in 1995. ================================================================================ - ---------------------------------------------- Net Cash Provided by Operating Activities In millions [BAR GRAPH APPEARS HERE] (a) Includes the effects of the business combination with Loral Corporation since April 1996. - ---------- 21 - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations . Continued Cash provided by investing activities was $185 million in 1997, compared with $8.0 billion and $699 million used for investing activities in 1996 and 1995, respectively. The disposition of the Armament Systems and Defense Systems businesses to General Dynamics and divestiture of the L-3 businesses more than offset additions to property, plant and equipment in 1997. The Corporation used approximately $7.3 billion of cash in 1996 to finance the Loral Transaction. Property, plant and equipment additions in 1996 were 47 percent higher compared to 1995, reflecting the inclusion of the capital spending activity of the Tactical Systems business units as well as approximately $150 million related to the Lockheed Martin integration and consolidation program. The Corporation continually monitors its capital spending in relation to current and anticipated business needs. Facilities are added, consolidated, modernized or disposed of as business circumstances dictate. Approximately $1.4 billion of cash was used for financing activities during 1997, compared with cash provided by financing activities of $5.7 billion in 1996 and cash used for financing activities of $579 million in 1995. During 1997, the Corporation decreased its short-term borrowings significantly, while long-term debt increased primarily due to the financing of the GE Transaction, which resulted in the redemption of the Corporation's preferred stock. Approximately $7.6 billion of indebtedness was incurred in 1996 in connection with the consummation of the Loral Transaction. Approximately $876 million of long-term debt will mature in 1998. The Corporation receives advances on certain contracts and uses them to finance the inventories required to complete the contracted work. Approximately $2.8 billion of advances related to work in process at December 31, 1997 have been received from customers and were recorded as reductions of inventories in the Corporation's consolidated balance sheet. In addition, advances of approximately $3.6 billion at the end of 1997 have been recognized as current liabilities, mostly related to contracts with foreign governments and commercial customers. ================================================================================ Capital Structure and Resources Total debt, including short-term borrowings, increased to approximately $11.9 billion at the end of 1997 from approximately $11.5 billion at the end of 1996. The net decrease in short-term borrowings of $866 million and the repayment of $219 million of long-term debt were more than offset by borrowings incurred to finance the GE Transaction. Most of the Corporation's long-term debt is in the form of publicly issued, fixed-rate Notes and Debentures. Stockholders' equity decreased to approximately $5.2 billion at December 31, 1997 from a balance of nearly $6.9 billion one year ago. Stockholders' equity activity for 1997 included a reduction of approximately $2.8 billion in connection with the redemption of the preferred stock previously held by GE. Consequently, the Corporation's total debt to capitalization ratio (including short-term borrowings) increased from 63 percent at December 31, 1996 to nearly 70 percent at December 31, 1997. At the end of 1997, the Corporation had a 4-year revolving credit facility in the amount of $3.5 billion and a one-year revolving credit facility in the amount of $1.5 billion (collectively, the Credit Facilities). No borrowings were outstanding under the Credit Facilities at December 31, 1997. However, the Credit Facilities support commercial paper borrowings of approximately $1.5 billion outstanding at December 31, 1997. Of this amount, $1.0 billion has been classified as long-term debt in the Corporation's consolidated balance sheet based on management's ability and intention to maintain this amount of debt outstanding for at least one year. The Corporation has entered into standby letter of credit agreements and other arrangements with financial institutions primarily relating to the guarantee of future performance on certain contracts. At December 31, 1997, the Corporation had contingent liabilities on outstanding letters of credit, guarantees and other arrangements aggregating approximately $1.2 billion. Cash on hand and temporarily invested, internally generated funds, and available financing resources as detailed above are expected to be sufficient to meet the anticipated - ---------- 22 Lockheed Martin Corporation - -------------------------------------------------------------------------------- operating, consolidation and debt service requirements, discretionary investment needs and capital expenditures of the Corporation. Consistent with the Corporation's desire to generate cash to reduce debt, management anticipates that, subject to prevailing financial, market and economic conditions, the Corporation may divest other non-core businesses or surplus properties. ================================================================================ Environmental Matters As more fully described in Note 16 to the consolidated financial statements, the Corporation entered into a consent decree with the U.S. Environmental Protection Agency (EPA) relating to certain property in Burbank, California, which obligated the Corporation to design and construct facilities to monitor, extract and treat groundwater, and to operate and maintain such facilities for approximately eight years. A second consent decree is being finalized which will obligate the Corporation to fund the continued operation and maintenance of these facilities through the year 2018. The Corporation has also been operating under a cleanup and abatement order from the California Regional Water Quality Control Board (the Regional Board) affecting its Burbank facilities. This order requires site assessment and action to abate groundwater contamination by a combination of groundwater and soil cleanup and treatment. Anticipated future costs for these projects are estimated to approximate $170 million. The Corporation is responding to three administrative orders issued by the Regional Board in connection with the Corporation's former Lockheed Propulsion Company facilities in Redlands, California. Under the orders, the Corporation is investigating the impact and potential remediation of regional groundwater contamination by perchlorates and chlorinated solvents. The Regional Board has approved the Corporation's plan to maintain public water supplies with respect to chlorinated solvents during this work, and the Corporation is negotiating with local water purveyors to implement this plan, as well as to address water supply concerns relative to perchlorate contamination. The Corporation estimates that expenditures required to implement work currently approved will be approximately $110 million. The Corporation records appropriate financial statement accruals for environmental issues in the period in which it is probable that a liability has been incurred and the amounts can be reasonably estimated. In addition to the matters with respect to the Burbank property and the Redlands property described above, the Corporation has accrued approximately $260 million at December 31, 1997 for other matters in which an estimate of financial exposure could be determined. Management believes, however, that it is unlikely that any additional liability the Corporation may incur for known environmental issues would have a material adverse effect on its consolidated results of operations or financial position. The Corporation is a party to various proceedings and potential proceedings related to environmental clean-up issues, including matters at various sites where it has been designated a Potentially Responsible Party (PRP) by the EPA or by a state agency. In the event the Corporation is ultimately found to have liability at those sites where it has been designated a PRP, the Corporation anticipates that the actual burden for the costs of remediation will be shared with other liable PRPs. Generally, PRPs that are ultimately determined to be responsible parties are strictly liable for site clean-ups and usually agree among themselves to share, on an allocated basis, the costs and expenses for investigation and remediation of hazardous materials. Under existing environmental laws, however, responsible parties are jointly and severally liable and, therefore, the Corporation is potentially liable for the full cost of funding such remediation. In the unlikely event that the Corporation were required to fund the entire cost of such remediation, the statutory framework provides that the Corporation may pursue rights of contribution from the other PRPs. Among the variables management must assess in evaluating costs associated with these sites are changing cost estimates, - ---------- 23 - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations . Continued continually evolving governmental environmental standards and cost allowability issues. Therefore, the nature of these environmental matters makes it extremely difficult to estimate the timing and amount of any future costs that may be necessary for remedial matters. The Corporation is currently unable to predict the outcome of these matters, inasmuch as the actual costs of remedial actions have not been determined and the allocation of liabilities among parties that ultimately may be found liable remains uncertain. In 1994, the Corporation was awarded a $180 million fixed price contract by the U.S. Department of Energy (DOE) for the Phase II design, construction and limited test of remediation facilities, and the Phase III full remediation of waste found in Pit 9, located on the Idaho National Engineering and Environmental Laboratory reservation. The Corporation has incurred significant unanticipated costs and scheduling issues due to complex technical and contractual matters which threaten the viability of the overall Pit 9 program. Management completed its investigation to identify and quantify the overall effect of these matters, and summarized its findings in a request for equitable adjustment (REA) which was delivered to the DOE on March 31, 1997. The provisions of the REA include, but are not limited to, the recovery of a portion of unanticipated costs incurred by the Corporation and the restructuring of the contract to provide for a more equitable sharing of the risks associated with the Pit 9 project. To better focus the Corporation's management resources on resolving these issues, the management and reporting structure of the Pit 9 program were changed in September 1997; however, the Corporation has been unsuccessful in reaching any agreements with the DOE on cost recovery or other contract restructuring matters. As a result, the Corporation has reduced work activities at the Pit 9 site, is awaiting technical direction from the DOE, and is in the process of preparing a certifiable claim. On February 27, 1998, the Corporation received a cure notice alleging that certain actions taken by the Corporation are conditions endangering performance of the Pit 9 contract. The notice advised that, unless these conditions are cured within 30 days, the contract may be terminated for default. The Corporation believes that termination for default is neither permissible under the Pit 9 contract nor warranted under the circumstances and is preparing its response. ================================================================================ Other Matters The Corporation is nearing completion of its assessments of the computer systems affected by the Year 2000 issue, and completion of the development of plans to resolve the issues identified in the assessments. These plans provide for systems to be Year 2000 compliant by the end of 1999. Based on information currently available from the work performed, management does not expect that the amounts to be expensed for Year 2000 activities over the next two years will have a material impact on the Corporation's consolidated results of operations or financial position. The Corporation uses forward exchange contracts to manage its exposure to fluctuations in foreign exchange rates. These contracts are designated as qualifying hedges of firm commitments or specific anticipated transactions, and related gains and losses on the contracts are recognized in income when the hedged transaction occurs. At December 31, 1997, the amounts of forward exchange contracts outstanding, as well as the amounts of gains and losses recorded during the year, were not material. The Corporation does not hold or issue derivative financial instruments for trading purposes. - ---------- 24 Lockheed Martin Corporation ================================================================================ The Corporation's Responsibility for Financial Reporting The management of Lockheed Martin Corporation prepared and is responsible for the consolidated financial statements and all related financial information contained in this report. The consolidated financial statements, which include amounts based on estimates and judgments, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. The Corporation maintains a system of internal accounting controls designed and intended to provide reasonable assurance that assets are safeguarded, transactions are properly executed and recorded in accordance with management's authorization, and accountability for assets is maintained. An environment that establishes an appropriate level of control consciousness is maintained and monitored and includes examinations by an internal audit staff and by the independent auditors in connection with their annual audit. The Corporation's management recognizes its responsibility to foster a strong ethical climate. Management has issued written policy statements which document the Corporation's business code of ethics. The importance of ethical behavior is regularly communicated to all employees through the distribution of written codes of ethics and standards of business conduct, and through ongoing education and review programs designed to create a strong compliance environment. The Audit and Ethics Committee of the Board of Directors is composed of eight outside directors. This Committee meets periodically with the independent auditors, internal auditors and management to review their activities. The consolidated financial statements have been audited by Ernst & Young LLP, independent auditors, whose report follows. /s/ Marcus C. Bennett /s/ Todd J. Kallman Marcus C. Bennett Todd J. Kallman Executive Vice President and Vice President and Controller Chief Financial Officer - ---------- 25 Lockheed Martin Corporation ================================================================================ Report of Ernst & Young LLP, Independent Auditors Board of Directors and Stockholders Lockheed Martin Corporation We have audited the accompanying consolidated balance sheet of Lockheed Martin Corporation as of December 31, 1997 and 1996, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lockheed Martin Corporation at December 31, 1997 and 1996, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. /s/ ERNST & YOUNG LLP Washington, D.C. January 19, 1998, except for Note 2 and the next to the last paragraph of Note 16, as to which the date is March 12, 1998 - ---------- 26 Lockheed Martin Corporation ================================================================================ Consolidated Statement of Earnings Year ended December 31, (In millions, except per share data) 1997 1996 1995 ================================================================================ Net sales $28,069 $26,875 $22,853 Costs and expenses: Cost of sales 25,772 24,594 20,881 Merger related and consolidation expenses -- -- 690 - -------------------------------------------------------------------------------- Earnings from operations 2,297 2,281 1,282 Other income and expenses, net 482 452 95 - -------------------------------------------------------------------------------- 2,779 2,733 1,377 Interest expense 842 700 288 - -------------------------------------------------------------------------------- Earnings before income taxes 1,937 2,033 1,089 Income tax expense 637 686 407 - -------------------------------------------------------------------------------- Net earnings $ 1,300 $ 1,347 $ 682 ================================================================================ Basic earnings (loss) per common share:* Before deemed preferred stock dividend $ 6.73 $ 6.80 $ 3.28 Deemed preferred stock dividend (9.85) -- -- - -------------------------------------------------------------------------------- (Loss) earnings per share $ (3.12) $ 6.80 $ 3.28 ================================================================================ Diluted earnings (loss) per common share:* Before deemed preferred stock dividend $ 6.09 $ 6.09 $ 3.09 Deemed preferred stock dividend (8.55) -- -- - -------------------------------------------------------------------------------- (Loss) earnings per share ** $ 6.09 $ 3.09 ================================================================================ * As more fully described in Notes 3 and 6, in 1997 the Corporation reacquired all of its outstanding Series A preferred stock resulting in a deemed dividend of $1,826 million. For purposes of computing net earnings applicable to common stock, the deemed preferred stock dividend was deducted from 1997 net earnings. **Antidilutive. See accompanying Notes to Consolidated Financial Statements. - ---------- 27 Lockheed Martin Corporation ================================================================================ Consolidated Statement of Cash Flows
Year ended December 31, (In millions) 1997 1996 1995 =========================================================================================== Operating Activities Net earnings $ 1,300 $ 1,347 $ 682 Adjustments to reconcile net earnings to net cash provided by operating activities: Merger related and consolidation--expenses -- -- 690 --payments (68) (244) (208) Depreciation and amortization 606 732 605 Amortization of intangible assets 446 402 230 Deferred federal income taxes 155 (251) (116) GE Transaction (311) -- -- Materials transaction -- (365) -- Changes in operating assets and liabilities: Receivables (572) (328) (394) Inventories (687) (125) 430 Customer advances and amounts in excess of costs incurred 1,048 544 (294) Salaries, benefits and payroll taxes 53 265 (132) Income taxes (560) (158) 206 Other (202) (183) (407) - ------------------------------------------------------------------------------------------- Net cash provided by operating activities 1,208 1,636 1,292 - ------------------------------------------------------------------------------------------- Investing Activities Additions to properties, net of purchased operations (750) (737) (500) Loral Transaction -- (7,344) -- Divestiture of L-3 companies 464 -- -- Divestiture of Armament Systems and Defense Systems 450 -- -- Other acquisition, investment and divestiture activities (24) (35) (294) Other 45 87 95 - ------------------------------------------------------------------------------------------- Net cash provided by (used for) investing activities 185 (8,029) (699) - ------------------------------------------------------------------------------------------- Financing Activities Net (decrease) increase in short-term borrowings (866) 1,110 (14) Increases in long-term debt 1,505 7,000 125 Repayments and extinguishments of long-term debt (219) (2,105) (287) Issuances of common stock 110 97 61 Purchases of common stock -- -- (150) Dividends on common stock (299) (302) (254) Dividends on preferred stock (53) (60) (60) Redemption of preferred stock (1,571) -- -- - ------------------------------------------------------------------------------------------- Net cash (used for) provided by financing activities (1,393) 5,740 (579) - ------------------------------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents -- (653) 14 Cash and cash equivalents at beginning of year -- 653 639 - ------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ -- $ -- $ 653 ===========================================================================================
See accompanying Notes to Consolidated Financial Statements. - ---------- 28 Lockheed Martin Corporation ================================================================================ Consolidated Balance Sheet
December 31, (In millions) 1997 1996 ===================================================================================== Assets Current assets: Receivables $ 5,009 $ 4,999 Inventories 3,144 2,953 Deferred income taxes 1,256 1,356 Other current assets 696 1,038 - ------------------------------------------------------------------------------------- Total current assets 10,105 10,346 Property, plant and equipment 3,669 3,721 Intangible assets related to contracts and programs acquired 1,566 1,767 Cost in excess of net assets acquired 9,856 10,394 Other assets 3,165 3,312 - ------------------------------------------------------------------------------------- $28,361 $29,540 ===================================================================================== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,234 $ 1,294 Customer advances and amounts in excess of costs incurred 3,644 2,600 Salaries, benefits and payroll taxes 924 991 Income taxes 364 925 Short-term borrowings 494 1,110 Current maturities of long-term debt 876 180 Other current liabilities 1,653 1,572 - ------------------------------------------------------------------------------------- Total current liabilities 9,189 8,672 Long-term debt 10,528 10,188 Post-retirement benefit liabilities 1,982 2,077 Other liabilities 1,486 1,747 Stockholders' equity: Series A preferred stock -- 1,000 Common stock, $1 par value per share 194 193 Additional paid-in capital 25 92 Retained earnings 5,173 5,823 Unearned ESOP shares (216) (252) - ------------------------------------------------------------------------------------- Total stockholders' equity 5,176 6,856 - ------------------------------------------------------------------------------------- $28,361 $29,540 =====================================================================================
See accompanying Notes to Consolidated Financial Statements. - ---------- 29 Lockheed Martin Corporation ================================================================================ Consolidated Statement of Stockholders' Equity
Additional Unearned Total Preferred Common Paid-in Retained ESOP Stockholders' (In millions) Stock Stock Capital Earnings Shares Equity - ----------------------------------------------------------------------------------------------------------- Balance at December 31, 1994 $ 1,000 $ 199 $ 734 $ 4,470 $ (317) $ 6,086 Net earnings -- -- -- 682 -- 682 Dividends declared on preferred stock ($3.00 per share) -- -- -- (60) -- (60) Dividends declared on common stock ($1.34 per share) -- -- -- (254) -- (254) Repurchases of common stock -- (2) (148) -- -- (150) Stock awards and options, and ESOP activity -- 2 97 -- 30 129 - ----------------------------------------------------------------------------------------------------------- Balance at December 31, 1995 1,000 199 683 4,838 (287) 6,433 Net earnings -- -- -- 1,347 -- 1,347 Dividends declared on preferred stock ($3.00 per share) -- -- -- (60) -- (60) Dividends declared on common stock ($1.60 per share) -- -- -- (302) -- (302) Stock awards and options, and ESOP activity -- 2 151 -- 35 188 Stock exchanged for Materials shares -- (8) (742) -- -- (750) - ----------------------------------------------------------------------------------------------------------- Balance at December 31, 1996 1,000 193 92 5,823 (252) 6,856 Net earnings -- -- -- 1,300 -- 1,300 Dividends declared on preferred stock ($2.65 per share) -- -- -- (53) -- (53) Dividends declared on common stock ($1.60 per share) -- -- -- (299) -- (299) Stock awards and options, and ESOP activity -- 1 161 -- 36 198 Redemption of preferred stock (1,000) -- (228) (1,598) -- (2,826) - ----------------------------------------------------------------------------------------------------------- Balance at December 31, 1997 $ -- $ 194 $ 25 $ 5,173 $ (216) $ 5,176 ===========================================================================================================
See accompanying Notes to Consolidated Financial Statements. - ---------- 30 Lockheed Martin Corporation ================================================================================ Notes to Consolidated Financial Statements December 31, 1997 ================================================================================ Note 1 - Summary of Significant Accounting Policies Organization - Lockheed Martin Corporation (Lockheed Martin or the Corporation) is engaged in the design, manufacture, integration and operation of a broad array of products and services ranging from aircraft, spacecraft and launch vehicles to missiles, electronics, information systems and energy management. The Corporation serves customers in both domestic and international defense and civilian markets, with its principal customers being agencies of the U.S. Government. Basis of consolidation and use of estimates - The consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries. Material intercompany balances and transactions have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions, in particular estimates of anticipated contract costs and revenues utilized in the earnings recognition process, that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Classifications - Receivables and inventories are primarily attributable to long-term contracts or programs in progress for which the related operating cycles are longer than one year. In accordance with industry practice, these items are included in current assets. Book overdrafts, which are immaterial, are included in current liabilities. Certain amounts for the prior years have been reclassified to conform with the 1997 presentation. Inventories - Inventories are stated at the lower of cost or estimated net realizable value. Costs on long-term contracts and programs in progress represent recoverable costs incurred for production, allocable operating overhead, and, where appropriate, research and development and general and administrative expenses. Pursuant to contract provisions, agencies of the U.S. Government and other customers have title to, or a security interest in, certain inventories as a result of progress payments and advances. General and administrative expenses related to commercial products and services provided essentially under commercial terms and conditions are expensed as incurred. Costs of other product and supply inventories are principally determined by the first-in, first-out or average cost methods. Property, plant and equipment - Property, plant and equipment are carried principally at cost. Depreciation is provided on plant and equipment generally using accelerated methods of depreciation during the first half of the estimated useful lives of the assets; thereafter, straight-line depreciation generally is used. Estimated useful lives generally range from 8 years to 40 years for buildings and 2 years to 20 years for machinery and equipment. Intangible assets - Intangible assets related to contracts and programs acquired are amortized over the estimated periods of benefit (15 years or less) and are displayed on the consolidated balance sheet net of accumulated amortization of $651 million and $505 million at December 31, 1997 and 1996, respectively. Cost in excess of net assets acquired (goodwill) is amortized ratably over appropriate periods, primarily 40 years, and is displayed on the consolidated balance sheet net of accumulated amortization of $881 million and $617 million at December 31, 1997 and 1996, respectively. The carrying values of intangible assets are reviewed if the facts and circumstances indicate potential impairment of their carrying value, and any impairment determined is recorded in the current period. Impairment is measured by comparing the undiscounted cash flows of the related business operations to the appropriate carrying values. Environmental matters - The Corporation records a liability for environmental matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. A substantial portion of these costs are expected to be reflected in sales and cost of sales pursuant to U.S. Government agreement or regulation. At the time a liability is recorded for future environmental costs, an asset is recorded for estimated future recovery considered probable through the pricing of products and services to agencies of the U.S. Government. The portion of those costs expected to be allocated to commercial business is reflected in costs and expenses at the time the liability is established. Sales and earnings - Sales and anticipated profits under long-term fixed-price production contracts are recorded on a percentage of completion basis, generally using units of delivery as the measurement basis for effort accomplished. Estimated contract profits are taken into earnings in proportion to recorded sales. Sales under certain long-term fixed-price contracts which, among other things, provide for the delivery of minimal quantities or require a significant amount of development effort in relation to total contract value, are recorded upon achievement of performance milestones or using the cost-to-cost method of accounting where sales and profits are recorded based on the ratio of costs incurred to estimated total costs at completion. Sales under cost-reimbursement-type contracts are recorded as costs are incurred. Applicable estimated profits are included in earnings in the proportion that incurred costs bear to total estimated costs. Sales of products and services provided essentially under commercial terms and conditions are recorded upon shipment or completion of specified tasks. Amounts representing contract change orders, claims or other items are included in sales only when they can be reliably estimated and realization is probable. Incentives or penalties and awards applicable to performance on contracts are considered in estimating sales and profit rates, and are recorded when there is sufficient information to assess anticipated contract performance. Incentive provisions which increase or decrease earnings based solely on a single significant event are generally not recognized until the event occurs. - ---------- 31 - -------------------------------------------------------------------------------- Notes to Consolidated Financial Statements . Continued When adjustments in contract value or estimated costs are determined, any changes from prior estimates are reflected in earnings in the current period. Anticipated losses on contracts or programs in progress are charged to earnings when identified. Research and development and similar costs - Corporation-sponsored research and development costs primarily include research and development and bid and proposal efforts related to government products and services. Except for certain arrangements described below, these costs are generally included as part of the general and administrative costs that are allocated among all contracts and programs in progress under U.S. Government contractual arrangements. Corporation-sponsored product development costs not otherwise allocable are charged to expense when incurred. Under certain arrangements in which a customer shares in product development costs, the Corporation's portion of such unreimbursed costs is expensed as incurred. Customer-sponsored research and development costs incurred pursuant to contracts are accounted for as contract costs. Derivative financial instruments - The Corporation may use derivative financial instruments to manage its exposure to fluctuations in interest rates and foreign exchange rates. The Corporation designates interest rate swap agreements as hedges of specific debt instruments and recognizes the interest differentials as adjustments to interest expense over the terms of the related debt obligations. There were no interest rate swap agreements outstanding at December 31, 1997. Forward exchange contracts are also designated as qualifying hedges of firm commitments or specific anticipated transactions. Gains and losses on these contracts are recognized in income when the hedged transactions occur. At December 31, 1997, the amounts of forward exchange contracts outstanding, as well as the amounts of gains and losses recorded during the year, were not material. The Corporation does not hold or issue financial instruments for trading purposes. Accounting changes - Effective December 31, 1997, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", which established new standards for computing and disclosing earnings per share. The Statement requires dual presentation of "basic" and "diluted" earnings per share, each as defined therein, which replace primary and fully diluted earnings per share, respectively, required under previous guidance. In accordance with SFAS No. 128, all earnings per share amounts included in this annual report have been restated to conform to the provisions of the new standard and required disclosures have been made (see Note 6). Effective January 1, 1997, the Corporation adopted the American Institute of Certified Public Accountants' Statement of Position (SOP) No. 96-1, "Environmental Remediation Liabilities." SOP No. 96-1 provides authoritative guidance on certain accounting issues relative to the recognition, measurement, display and disclosure of environmental remediation liabilities. The impact of the adoption of this SOP was not material to the Corporation's consolidated results of operations, financial position or disclosures. Effective January 1, 1996, the Corporation adopted SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121 requires that certain long-lived assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Additionally, SFAS No. 121 requires that certain long-lived assets to be disposed of be reported at the lower of carrying amount or fair value less costs to sell. The impact of the adoption of this standard was not material to the Corporation's consolidated results of operations or financial position. Also in 1996, the Corporation adopted SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123 allows companies to continue to measure compensation cost for stock-based employee compensation plans using the intrinsic value method of accounting as prescribed in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. The Corporation has elected to continue its APB Opinion No. 25 accounting treatment for stock-based compensation, and has adopted the provisions of SFAS No. 123 requiring disclosure of the pro forma effect on net earnings and earnings per share as if compensation cost had been recognized based upon the estimated fair value at the date of grant for options awarded. Recently issued accounting pronouncements - In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 establishes standards for the way in which publicly-held companies report financial and descriptive information about their operating segments in financial statements for both interim and annual periods, and requires additional disclosures with respect to products and services, geographic areas of operation and major customers. The Statement is effective for fiscal years beginning after December 15, 1997; however, application is not required for interim periods in 1998. The adoption of SFAS No. 131 will have no impact on the number or composition of the Corporation's reported business segments, or on its consolidated results of operations or financial position, but is expected to increase the level of disclosure of segment information. ================================================================================ Note 2 - Transaction Agreement with Northrop Grumman Corporation On July 3, 1997, the Corporation and Northrop Grumman Corporation (Northrop Grumman) announced that they had entered into an Agreement and Plan of Merger (the Merger Agreement) to combine the companies in a transaction with a total estimated value at the announcement date of approximately $11.6 billion, including Northrop Grumman debt to be assumed by the - ---------- 32 Lockheed Martin Corporation ================================================================================ Corporation of approximately $3.1 billion (the Merger). Under the terms of the Merger Agreement, which was approved by the respective Boards of Directors of the Corporation and Northrop Grumman, Northrop Grumman stockholders will receive 1.1923 shares of Lockheed Martin common stock for each share of Northrop Grumman common stock. On February 26, 1998, the stockholders of the Corporation approved the issuance of shares of Lockheed Martin common stock in connection with the Merger. In addition, the Corporation's stockholders approved an amendment to Lockheed Martin's charter to increase the number of authorized shares of Lockheed Martin common stock from 750 million to 1.5 billion. Also on February 26, 1998, the stockholders of Northrop Grumman approved the Merger Agreement pursuant to which Northrop Grumman is to become a wholly-owned subsidiary of Lockheed Martin. On March 9, 1998, the Corporation announced that it had been informed by the Department of Justice (DOJ) that the DOJ was fundamentally opposed to the Merger. The Corporation also announced on that date that it had committed to the DOJ not to close the transaction before April 24, 1998, and to develop and submit a proposal to the DOJ by April 8, 1998 designed to address the DOJ's antitrust concerns while preserving the expected benefits and efficiencies of the transaction to the Corporation and its stockholders, customers, employees and suppliers. On March 12, 1998, the DOJ informed the Corporation that it found this commitment unacceptable and demanded that the Corporation agree to certain substantial divestitures or the DOJ will proceed to court. The DOJ stated that they expected a response by March 16, 1998. The transaction will be accounted for using the purchase method of accounting. Concurrent with the consummation of the Merger, the Corporation will increase the amount of its one-year revolving credit facility from $1.5 billion to $2.5 billion. ================================================================================ Note 3 - Transaction Agreement with General Electric Company On November 3, 1997, the Corporation announced a definitive agreement with General Electric Company (GE) under which Lockheed Martin would exchange the stock of a newly formed subsidiary, LMT Sub, for all of the Lockheed Martin Series A preferred stock held by GE and certain subsidiaries of GE (the GE Transaction). The Series A preferred stock, which was originally issued to GE in connection with the acquisition of GE's aerospace businesses in 1993, was convertible into approximately 29 million shares of Lockheed Martin common stock with a market value of approximately $2.8 billion at the date of the announcement of the GE Transaction. In accordance with the agreement, on November 17, 1997, Lockheed Martin exchanged all of the outstanding capital stock of LMT Sub for all of the outstanding Series A preferred stock held by GE and certain subsidiaries of GE. LMT Sub was composed of two non-core commercial business units which contributed approximately five percent of the Corporation's 1997 net sales, Lockheed Martin's investment in a telecommunications partnership, and approximately $1.6 billion in cash (the fair value of the non-cash net assets exchanged was approximately $1.2 billion). The cash included in the exchange was initially financed through the issuance of commercial paper. On November 20, 1997, $1.4 billion was refinanced pursuant to a note, due November 17, 2002 and bearing interest at 6.04%, from Lockheed Martin to LMT Sub. The remainder is expected to be refinanced with a note from Lockheed Martin to LMT Sub on substantially similar terms following final determination of the closing net worth of the businesses exchanged. The GE Transaction was accounted for at fair value, and resulted in the reduction of the Corporation's stockholders' equity by $2.8 billion and the recognition of a tax-free gain, in other income and expenses, of approximately $311 million, or $1.46 per diluted share, during the fourth quarter. For purposes of determining net earnings applicable to common stock used in the computation of earnings per share, the excess of the fair value of the consideration transferred to GE (approximately $2.8 billion) over the carrying value of the Series A preferred stock ($1.0 billion) was treated as a deemed preferred stock dividend and deducted from 1997 net earnings in accordance with the requirements of the Emerging Issues Task Force's Issue D-42. This deemed dividend had a significant impact on the earnings per share calculations, but did not impact reported 1997 net earnings. The effect of this deemed dividend decreased basic earnings per share by $9.85, and was antidilutive in the calculation of diluted earnings per share. ================================================================================ Note 4 - Other Acquisitions and Divestitures In April 1996, the Corporation purchased all of the issued and outstanding shares of common stock of Loral Corporation (Loral) for an aggregate consideration of $38 per share in cash. The purchase involved a series of transactions that resulted in (i) the distribution to stockholders of Loral, immediately prior to the consummation of the purchase, of shares of capital stock in Loral Space & Communications, Ltd. (Loral SpaceCom), a newly-formed company, which now owns and manages substantially all of Loral's former space and satellite telecommunications interests, and in which the Corporation acquired shares of preferred stock that were convertible into 20 percent of Loral SpaceCom's common stock on a diluted basis at the date of acquisition, and (ii) the acquisition by the Corporation of Loral's defense electronics and systems integration businesses (collectively, the Loral Transaction). With regard to the Loral Transaction, the total purchase price paid, including acquisition costs, was approximately $7.6 billion. The Loral Transaction was accounted for using the purchase - ---------- 33 - -------------------------------------------------------------------------------- Notes to Consolidated Financial Statements . Continued method of accounting. In connection with the Loral Transaction, Loral changed its name to Lockheed Martin Tactical Systems, Inc. (Tactical Systems), which became a wholly-owned subsidiary of the Corporation. The operations of Tactical Systems have been included in the results of operations of the Corporation from April 1, 1996. Effective June 30, 1997, Tactical Systems was merged with and into the Corporation. In March 1997, the Corporation executed a definitive agreement valued at approximately $525 million to reposition 10 non-core business units as a new independent company, L-3 Communications Corporation, in which the Corporation retained a 34.9 percent ownership interest at closing. These business units, primarily composed of high-technology, product-oriented companies, contributed approximately two percent of the Corporation's net sales during the three month period ended March 31, 1997. The transaction, which closed on April 30, 1997 with an effective date of March 30, 1997, did not have a material impact on the Corporation's earnings. During the third quarter of 1996, the Corporation announced its intention to distribute via an exchange offer its 81 percent interest in Martin Marietta Materials, Inc. (Materials) to its stockholders (the Exchange Offer). Under the terms of the Exchange Offer, the Corporation's stockholders were given the opportunity to exchange each Lockheed Martin common share held for 4.72 common shares of Materials on a tax-free basis. The Exchange Offer expired by its terms on October 18, 1996 and was oversubscribed. On October 23, 1996, approximately 7.9 million shares of the Corporation's common stock were exchanged for the 37.35 million shares of Materials common stock held by the Corporation. Upon the closing of this transaction, the Corporation had no remaining ownership interest in Materials and had reduced its common shares outstanding by approximately four percent. This fourth quarter 1996 exchange was accounted for at fair value, resulting in the reduction of the Corporation's stockholders' equity by $750 million and the recognition of a pretax gain of $365 million in other income and expenses. In November 1996, the Corporation announced the proposed divestiture of two of its business units, Armament Systems and Defense Systems. This transaction, which concluded with the Corporation's receipt of $450 million in cash on January 2, 1997, had no pretax effect on the results of operations for 1997 or 1996. At December 31, 1996, $450 million, representing the net assets of the two business units, was included in other current assets. On a combined basis, the Materials exchange and the Armament Systems and Defense Systems divestiture noted above increased 1996 net earnings by $351 million, or $1.59 per diluted share. ================================================================================ Note 5 - Restructuring and Other Charges During the fourth quarter of 1997, the Corporation recorded nonrecurring and unusual pretax charges, net of state income tax benefits, totaling $457 million, which reduced net earnings by $303 million, or $1.42 per diluted share. The charges were identified in connection with the Corporation's review, which concluded in the fourth quarter, of non-strategic lines of business, non-core investments and certain other assets. Approximately $200 million of the pretax charges reflected the estimated effects of exiting non-strategic lines of business, including amounts related to the fixed price systems development line of business in the area of children and family services, and related to increases in estimated exposures relative to the environmental remediation lines of business initially identified in 1996 and for which initial estimates of exposure were provided in the fourth quarter 1996 charges. These increases in estimated exposures were based on more current information, including deterioration in a partner's financial condition as evidenced by the partner seeking protection under the bankruptcy laws. The remaining charges reflected impairments in the values of various non-core investments and certain other assets in keeping with the Corporation's continued focus on core operations. During the fourth quarter of 1996, the Corporation recorded nonrecurring pretax charges, net of state income tax benefits, of $307 million, which decreased net earnings by $209 million, or $.94 per diluted share. Approximately one-half of the charges reflected the estimated effects of terminating a business relationship formed to provide environmental remediation services to government and commercial customers worldwide, and the initial estimated effects related to management's decision to exit a certain environmental remediation line of business. Charges of approximately $85 million were identified in connection with an evaluation of the Corporation's future strategic focus, and reflected impairments in the values of non-core investments and certain other assets which were other than temporary in nature. The remaining charges of approximately $75 million were related to costs for facility closings and transfers of programs resulting from management's decision to include the operations of Tactical Systems in the Electronics, Information & Services, and Energy and Other segments. During the first quarter of 1995, the Corporation recorded a pretax charge of $165 million from merger related expenses in connection with the formation of Lockheed Martin. During the second quarter of 1995, the Corporation recorded a pretax charge of $525 million in conjunction with a corporate-wide consolidation plan under which the Corporation would close certain facilities and laboratories and eliminate duplicative field offices in the U.S. and abroad, eliminating up to approximately 12,000 positions. The charge represented the portion of the accrued costs and net - ---------- 34 Lockheed Martin Corporation - -------------------------------------------------------------------------------- realizable value adjustments that were not probable of recovery. The after-tax effect of these charges was $436 million, or $1.97 per diluted share. As of December 31, 1997, cumulative merger related and consolidation payments were approximately $1.0 billion, which primarily relate to the formation of the Corporation, the elimination of positions and the closure of foreign and domestic offices and facilities. During 1997 and 1996, the Corporation incurred costs anticipated in the 1995 consolidation plan which had not met the requirements for accrual earlier. These costs include relocation of personnel and programs, retraining, process re-engineering and certain capital expenditures, among others. Management estimates that, consistent with the original 1995 consolidation plan, approximately $400 million of such costs will be incurred in the future, and currently anticipates that the remaining consolidation actions will be substantially completed by the end of 1998. Under existing U.S. Government regulations, certain costs incurred for consolidation actions that can be demonstrated to result in savings in excess of the cost to implement can be deferred and amortized for government contracting purposes and included as allowable costs in future pricing of the Corporation's products and services. Included in other assets at December 31, 1997 is approximately $330 million of deferred costs that will be amortized and recognized in future sales and cost of sales. ================================================================================ Note 6 - Earnings Per Share Basic earnings per share were computed based on net earnings, less the dividend requirement for preferred stock to the date of redemption, and less the deemed preferred stock dividend resulting from the GE Transaction representing the excess of the fair value of the consideration transferred to GE (approximately $2.8 billion) over the carrying value of the Lockheed Martin preferred stock redeemed ($1.0 billion). The weighted average number of common shares outstanding during the year was used in this calculation. Diluted earnings per share were also computed based on net earnings less the deemed preferred stock dividend resulting from the GE Transaction. For this calculation, the weighted average number of common shares outstanding was increased by the assumed conversion of preferred stock to the date of redemption, and by the dilutive effect of stock options based on the treasury stock method. The following table sets forth the computations of basic and diluted earnings per share: (In millions, except per share data) 1997 1996 1995 ================================================================================ Net earnings applicable to common stock Net earnings $ 1,300 $1,347 $ 682 Dividends on preferred stock (53) (60) (60) - -------------------------------------------------------------------------------- 1,247 1,287 622 Deemed preferred stock dividend (1,826) -- -- - -------------------------------------------------------------------------------- Net (loss) earnings applicable to common stock for basic earnings per share (579) 1,287 622 Dividends on preferred stock 53 60 60 - -------------------------------------------------------------------------------- Net (loss) earnings applicable to common stock for diluted earnings per share $ (526) $1,347 $ 682 ================================================================================ Average common shares outstanding Average number of common shares outstanding for basic earnings per share 185.3 189.1 189.3 Assumed conversion of the Series A preferred stock 25.3 28.9 28.9 Dilutive stock options--based on the treasury stock method 2.9 3.3 2.8 - -------------------------------------------------------------------------------- Average number of common shares outstanding for diluted earnings per share 213.5 221.3 221.0 ================================================================================ Basic earnings per share Net earnings $ 7.02 $7.12 $3.60 Dividends on preferred stock (.29) (.32) (.32) - -------------------------------------------------------------------------------- 6.73 6.80 3.28 Deemed preferred stock dividend (9.85) -- -- - -------------------------------------------------------------------------------- (Loss) earnings per share $ (3.12) $6.80 $3.28 ================================================================================ Diluted earnings per share Net earnings $ 6.09 $6.09 $3.09 Deemed preferred stock dividend (8.55) -- -- - -------------------------------------------------------------------------------- (Loss) earnings per share * $6.09 $3.09 ================================================================================ *Antidilutive. ================================================================================ Note 7 - Receivables Receivables consisted of the following components: (In millions) 1997 1996 ================================================================================ U.S. Government: Amounts billed $ 958 $1,012 Unbilled costs and accrued profits 2,233 2,197 Commercial and foreign governments: Amounts billed 675 875 Unbilled costs and accrued profits, primarily related to commercial contracts 1,143 915 - -------------------------------------------------------------------------------- $5,009 $4,999 ================================================================================ - ---------- 35 - -------------------------------------------------------------------------------- Notes to Consolidated Financial Statements . Continued Unbilled costs and accrued profits consisted primarily of revenues on long-term contracts that had been recognized for accounting purposes but not yet billed to customers. Approximately $410 million of the December 31, 1997 unbilled costs and accrued profits are not expected to be billed within one year. ================================================================================ Note 8 - Inventories Inventories consisted of the following components: (In millions) 1997 1996 ================================================================================ Work in process, primarily related to long-term contracts and programs in progress $ 5,155 $ 4,356 Less customer advances and progress payments (2,805) (2,446) - -------------------------------------------------------------------------------- 2,350 1,910 Other inventories 794 1,043 - -------------------------------------------------------------------------------- $ 3,144 $ 2,953 ================================================================================ Customer advances and progress payments presented above were those where the customer has title to, or a security interest in, inventories identified with the related contracts. Other customer advances were classified as current liabilities. Included in 1997 work in process above were advances to a foreign subcontractor of approximately $450 million for the manufacture of launch vehicles and related launch services. Approximately $634 million of costs included in 1997 inventories are not expected to be recovered within one year. An analysis of general and administrative costs, including research and development costs, included in work in process inventories follows: (In millions) 1997 1996 1995 ================================================================================ Beginning of year $ 460 $ 431 $ 480 Incurred during the year 2,245 2,154 1,704 Charged to costs and expenses during the year: Research and development (788) (784) (548) Other general and administrative (1,384) (1,341) (1,205) - -------------------------------------------------------------------------------- End of year $ 533 $ 460 $ 431 ================================================================================ In addition, included in costs and expenses in 1997, 1996 and 1995 were general and administrative costs, including research and development costs, of approximately $539 million, $574 million and $320 million, respectively, incurred by commercial business units or programs. ================================================================================ Note 9 - Property, Plant and Equipment Property, plant and equipment consisted of the following components: (In millions) 1997 1996 ================================================================================ Land $ 285 $ 313 Buildings 3,013 2,876 Machinery and equipment 5,346 5,263 - -------------------------------------------------------------------------------- 8,644 8,452 Less accumulated depreciation and amortization (4,975) (4,731) - -------------------------------------------------------------------------------- $ 3,669 $ 3,721 ================================================================================ ================================================================================ Note 10 - Debt Long-term debt consisted of the following components: Range of Type (Maturity Dates) Interest (In millions) Rates 1997 1996 ================================================================================ Notes (1998-2022) 5.9- 9.4% $ 6,840 $ 5,547 Debentures (2002-2036) 7.0- 9.1% 3,158 3,156 Commercial Paper 5.8- 6.4% 1,000 1,250 ESOP obligations (1998-2004) 8.3- 8.4% 292 324 Other obligations 1.0-12.7% 114 91 - -------------------------------------------------------------------------------- 11,404 10,368 Less current maturities (876) (180) - -------------------------------------------------------------------------------- $10,528 $10,188 ================================================================================ During the fourth quarter of 1997, the Corporation issued a note to LMT Sub, a wholly-owned subsidiary of GE, totaling $1.4 billion to refinance a portion of the commercial paper issued to finance the cash requirements for the GE Transaction. The note, which bears interest at 6.04%, is due in 2002. The agreements relating to the GE Transaction require that, so long as the aggregate principal amount of the note to LMT Sub exceeds $1 billion, the Corporation will recommend to its stockholders the election of one person designated by GE to serve as a director of the Corporation. During the second quarter of 1996, the Corporation issued $5 billion of long-term fixed rate debt securities, the entire amount registered under the Corporation's shelf registration statement which became effective on May 10, 1996. These Notes and Debentures range in maturity from two years to 40 years, with interest rates ranging from between 6.55% and 7.75%. The registered holders of $300 million of 40 year Debentures may elect, between March 1 and April 1, 2008, to have each of their Debentures repaid by the Corporation on May 1, 2008. - ---------- 36 Lockheed Martin Corporation - -------------------------------------------------------------------------------- In February 1996, the Corporation entered into interest rate hedging agreements to offset a portion of its exposure to rising interest rates related to the anticipated long-term financings. These agreements were closed in the second quarter of 1996 in connection with the Corporation's issuance of its long-term debt securities. The Corporation realized a gain of approximately $150 million on the closing of these agreements, which has been deferred and is being amortized and recognized as an adjustment to interest expense over the terms of the related debt obligations. Included in Debentures are $108 million of 7% obligations ($175 million at face value) which were originally sold at approximately 54 percent of their principal amount. These Debentures, which are redeemable in whole or in part at the Corporation's option at 100 percent of their face value, have an effective yield of 13.25%. A leveraged ESOP incorporated into the Corporation's savings plan borrowed $500 million through a private placement of notes in 1989. These notes are being repaid in quarterly installments over terms ending in 2004. The ESOP note agreement stipulates that, in the event that the ratings assigned to the Corporation's long-term senior unsecured debt are below investment grade, holders of the notes may require the Corporation to purchase the notes and pay accrued interest. These notes are obligations of the ESOP but are guaranteed by the Corporation and included as debt in the Corporation's consolidated balance sheet. At the end of 1997, the Corporation had a 4-year revolving credit facility in the amount of $3.5 billion and a one-year revolving credit facility in the amount of $1.5 billion (collectively, the Credit Facilities). Borrowings under the Credit Facilities would be unsecured and bear interest, at the Corporation's option, at rates based on the Eurodollar rate or a bank Base Rate (as defined). Each bank's obligation to make loans under the Credit Facilities is subject to, among other things, compliance by the Corporation with various representations, warranties, covenants and agreements, including, but not limited to, covenants limiting the ability of the Corporation and certain of its subsidiaries to encumber their assets and a covenant not to exceed a maximum leverage ratio. No borrowings were outstanding under the Credit Facilities at December 31, 1997. However, the Credit Facilities support commercial paper borrowings of approximately $1.5 billion outstanding at December 31, 1997, of which approximately $1.0 billion has been classified as long-term debt in the Corporation's consolidated balance sheet based on management's ability and intention to maintain this amount of debt outstanding for at least one year. During the third quarter of 1996, the Corporation entered into interest rate swap agreements to fix the interest rates on $875 million of its commercial paper borrowings. These agreements matured during 1997. The effects of these interest rate swap agreements were recorded periodically as an adjustment to interest expense related to commercial paper borrowings. Excluding commercial paper classified as long-term, the Corporation's long-term debt maturities for the five years following December 31, 1997 are: $876 million in 1998; $857 million in 1999; $57 million in 2000; $802 million in 2001; $1,496 million in 2002; and $6,316 million thereafter. Certain of the Corporation's other financing agreements contain restrictive covenants relating to debt, limitations on encumbrances, and sale and lease-back transactions, and provisions which relate to certain changes in control. SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," and SFAS No. 119, "Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments," require the disclosure of the fair value of financial instruments, including assets and liabilities recognized and not recognized in the consolidated balance sheet, for which it is practicable to estimate fair value. Unless otherwise indicated elsewhere in the notes to the consolidated financial statements, the carrying value of the Corporation's financial instruments approximates fair value. The estimated fair values of the Corporation's long-term debt instruments at December 31, 1997, aggregated approximately $12.0 billion, compared with a carrying amount of approximately $11.4 billion on the consolidated balance sheet. The fair values were estimated based on quoted market prices for those instruments publicly traded. For privately placed debt, the fair values were estimated based on the quoted market prices for similar issues, or on current rates offered to the Corporation for debt with similar remaining maturities. Interest payments were $815 million in 1997, $655 million in 1996 and $275 million in 1995. ================================================================================ Note 11 - Income Taxes The provision for federal and foreign income taxes consisted of the following components: (In millions) 1997 1996 1995 ================================================================================ Federal income taxes: Current $448 $ 914 $ 510 Deferred 155 (251) (116) - -------------------------------------------------------------------------------- Total federal income taxes 603 663 394 Foreign income taxes 34 23 13 - -------------------------------------------------------------------------------- Total income taxes provided $637 $ 686 $ 407 ================================================================================ - ---------- 37 - -------------------------------------------------------------------------------- Notes to Consolidated Financial Statements . Continued Net provisions for state income taxes are included in general and administrative expenses, which are primarily allocable to government contracts. Such state income taxes were $62 million for 1997, $45 million for 1996 and $86 million for 1995. The Corporation's effective income tax rate varied from the statutory federal income tax rate because of the following tax differences: 1997 1996 1995 =============================================================================== Statutory federal tax rate 35.0% 35.0% 35.0 Increase (reduction) in tax rate from: Nondeductible amortization 4.9 4.2 3.2 Revisions to prior years' estimated liabilities (5.7) (1.6) (3.4) Divestitures (2.4) (5.6) -- Other, net 1.1 1.8 2.6 - ------------------------------------------------------------------------------- 32.9% 33.8% 37.4% =============================================================================== The primary components of the Corporation's federal deferred income tax assets and liabilities at December 31 were as follows: (In millions) 1997 1996 ================================================================================ Deferred tax assets related to: Accumulated post-retirement benefit obligations $ 698 $ 700 Accrued compensation and benefits 258 333 Merger related and consolidation reserves 83 217 Contract accounting methods 669 619 Other 116 180 - -------------------------------------------------------------------------------- 1,824 2,049 Deferred tax liabilities related to: Intangible assets 437 486 Prepaid pension asset 259 297 Property, plant and equipment 132 178 - -------------------------------------------------------------------------------- 828 961 - -------------------------------------------------------------------------------- Net deferred tax assets $ 996 $ 1,088 ================================================================================ At December 31, 1997 and 1996, other liabilities included net long-term deferred tax liabilities of $260 million and $268 million, respectively. Federal and foreign income tax payments, net of refunds received, were $986 million in 1997, $1.1 billion in 1996 and $223 million in 1995. ================================================================================ Note 12 - Other Income and Expenses, Net Other income and expenses, net, consisted of the following components: (In millions) 1997 1996 1995 =============================================================================== Royalty income $ 52 $ 47 $ 64 Interest income 40 60 33 GE Transaction 311 -- -- Materials transaction -- 365 -- Equity in earnings (losses) of affiliates 48 (28) (15) Other 31 8 13 - -------------------------------------------------------------------------------- $482 $452 $ 95 ================================================================================ ================================================================================ Note 13 - Stockholders' Equity and Related Items Capital Structure - At December 31, 1997, the authorized capital of the Corporation was composed of 750 million shares of common stock (194.4 million shares issued), 50 million shares of series preferred stock (no shares issued), and 20 million shares of Series A preferred stock (no shares outstanding). Approximately 70 million common shares have been reserved for issuance under benefit and incentive plans. The Series A preferred stock, which was redeemed in November, 1997 in connection with the GE Transaction, had a par value of $1 per share (liquidation preference of $50 per share). The Corporation issued all of the authorized shares of Series A preferred stock to GE in 1993 in connection with the acquisition of the GE Aerospace businesses. Dividends were cumulative and paid at an annual rate of $3.00 per share, or 6%. During the second quarter of 1996, the Corporation's Board of Directors terminated the systematic common stock repurchase plan which had been established in 1995 to counter the future dilutive effect of common stock issued by the Corporation under its 1995 Omnibus Performance Award Plan. A separate program authorized in 1995 for the repurchase of up to nine million common shares to counter the dilutive effect of common stock issued under the Corporation's other benefit and compensation programs and for other purposes related to such plans remains in effect. Approximately 2.3 million common shares were repurchased by the Corporation in 1995 under these programs; no shares were repurchased in 1997 or 1996. Stock option and award plans - On March 15, 1995, the stockholders approved the Lockheed Martin 1995 Omnibus Performance Award Plan (Omnibus Plan). Under the Omnibus Plan, employees of the Corporation may be granted stock-based incentive awards, including options to purchase common stock, stock appreciation rights, restricted stock or other stock-based incentive awards. Employees may also be granted cash-based incentive awards, such as performance units. These awards may be granted either individually or in combination with other awards. The Omnibus Plan requires that options to purchase common stock have an exercise price of not less than 100 percent - ---------- 38 Lockheed Martin Corporation - -------------------------------------------------------------------------------- of the market value of the underlying stock on the date of grant. The number of shares of Lockheed Martin common stock authorized to be issued in respect of awards under the Omnibus Plan at December 31, 1997 was 12 million shares. The Omnibus Plan does not impose any minimum vesting periods on options or other awards. The maximum term of an option or any other award is 10 years. The Omnibus Plan allows the Corporation to provide for financing of purchases, subject to certain conditions, by interest-bearing notes payable to the Corporation. The following table summarizes the stock option activity of the Corporation's plans during 1995, 1996 and 1997:
Number of Shares (In thousands) --------------------------- Weighted Available Options Average for Grant Outstanding Exercise Price =================================================================================== December 31, 1994 3,652 9,244 $33.21 Additions 12,000 -- -- Granted (2,228) 2,228 59.38 Removed from registration (3,674) -- -- Exercised -- (1,943) 30.47 Terminated 81 (109) 51.63 - ---------------------------------------------------------------- December 31, 1995 9,831 9,420 39.74 Granted (2,649) 2,649 75.04 Exercised -- (2,241) 32.65 Terminated 141 (170) 63.32 - ---------------------------------------------------------------- December 31, 1996 7,323 9,658 50.65 Granted (2,898) 2,898 91.20 Exercised -- (1,762) 41.72 Terminated 327 (358) 81.67 - ---------------------------------------------------------------- December 31, 1997 4,752 10,436 $62.36 ===================================================================================
Approximately 6.5 million, 5.7 million and 6.5 million outstanding options were exercisable at December 31, 1997, 1996 and 1995, respectively. Information regarding options outstanding at December 31, 1997 follows (number of options in thousands):
Options Outstanding Options Exercisable ------------------------------------------------------------- ------------------------------- Weighted Weighted Average Weighted Range of Number of Average Remaining Contractual Number of Average Exercise Prices Options Exercise Price Life Options Exercise Price =================================================================================================================================== Less than $40.00 2,455 $30.97 4.2 years 2,455 $30.97 $40.00 - $59.99 2,942 52.24 6.9 years 2,942 52.24 $60.00 - $80.00 2,359 74.87 8.1 years 1,141 74.90 Greater than $80.00 2,680 91.21 9.0 years 10 91.83 - ------------------------------------ ----- Total 10,436 $62.36 7.1 years 6,548 $48.27 ===================================================================================================================================
All stock-based incentive awards granted in 1997, 1996 and 1995 under the Omnibus Plan were stock options which have 10 year terms, and virtually all of which vest over a two year service period. Exercise prices of options awarded in those years were equal to the market price of the stock on the date of grant. Pro forma information regarding net earnings and earnings per share as required by SFAS No. 123 has been determined as if the Corporation had accounted for its employee stock options under the fair value method. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 1997, 1996 and 1995, respectively: risk-free interest rates of 6.36%, 5.58% and 6.64%; dividend yields of 1.5%, 1.7% and 1.7%; volatility factors related to the expected market price of the Corporation's common stock of .163, .186 and .216; and a weighted average expected option life of five years. The weighted average fair values of options granted during 1997, 1996 and 1995 were $21.87, $17.24 and $16.09, respectively. For purposes of pro forma disclosures, the options' estimated fair values are amortized to expense over the options' vesting periods. Therefore, the pro forma results for 1995 presented below include only 50 percent of the total pro forma expense for options awarded in that year. The Corporation's pro forma information follows:
(In millions, except per share data) 1997 1996 1995 ================================================================================ Pro forma net earnings $1,267 $1,322 $ 671 Pro forma earnings per share before deemed preferred stock dividend: Basic $ 6.55 $ 6.67 $3.23 Diluted $ 5.93 $ 5.97 $3.04 ================================================================================
- ---------- 39 - -------------------------------------------------------------------------------- Notes to Consolidated Financial Statements . Continued ================================================================================ Note 14 - Post-Retirement Benefit Plans Defined Contribution Plans The Corporation maintains a number of defined contribution plans which cover substantially all employees, the most significant of which are the 401(k) plans for salaried employees and hourly employees. Under the provisions of these 401(k) plans, employees' eligible contributions are matched by the Corporation at established rates. The Corporation's matching obligations were $212 million in 1997, $202 million in 1996, and $180 million in 1995. The Lockheed Martin Corporation Salaried Savings Plan includes an ESOP which purchased 17.4 million shares of the Corporation's common stock with the proceeds from a $500 million note issue which is guaranteed by the Corporation. The Corporation's match consisted of shares of its common stock, which was partially fulfilled with stock released from the ESOP at approximately 1.2 million shares per year based upon the debt repayment schedule through the year 2004, with the remainder being fulfilled through purchases of common stock from terminating participants or in the open market, or through newly issued shares from the Corporation. Interest incurred on the ESOP debt totaled $26 million, $29 million and $31 million in 1997, 1996 and 1995, respectively. Dividends received by the ESOP with respect to unallocated shares held are used for debt service. The ESOP held approximately 20.2 million issued shares of the Corporation's common stock at December 31, 1997, of which approximately 12.7 million were allocated and 7.5 million were unallocated. Unallocated common shares held by the ESOP are considered outstanding for voting and other Corporate purposes, but excluded from weighted average outstanding shares in calculating earnings per share. For 1997, 1996 and 1995, the weighted average unallocated ESOP shares excluded in calculating earnings per share totaled approximately 7.9 million, 9.1 million and 10.3 million common shares, respectively. The fair value of the unallocated ESOP shares at December 31, 1997 was approximately $740 million. Certain plans for hourly employees include non-leveraged ESOPs. The Corporation's match to these plans were made through cash contributions to the ESOP trusts which were used, in part, to purchase common stock from terminating participants and in the open market for allocation to participant accounts. These ESOP trusts held approximately 1.7 million issued and outstanding shares of common stock at December 31, 1997. Dividends paid to the salaried and hourly ESOP trusts on the allocated shares are paid annually by the ESOP trusts to the participants based upon the number of shares allocated to each participant. Defined Benefit Plans Most employees are covered by contributory or noncontributory defined benefit pension plans. Benefits for salaried plans are generally based on average compensation and years of service, while those for hourly plans are generally based on negotiated benefits and years of service. Substantially all benefits are paid from funds previously contributed to trustees. The Corporation's funding policy is to make contributions that are consistent with U.S. Government cost allowability and Internal Revenue Service deductibility requirements, subject to the full-funding limits of the Employee Retirement Income Security Act of 1974 (ERISA). When any funded plan exceeds the full-funding limits of ERISA, no contribution is made to that plan. The net pension cost related to the Corporation's defined benefit plans included the following components: (In millions) 1997 1996 1995 ========================================================================== Service cost--benefits earned during the year $ 444 $ 463 $ 342 Interest cost 1,163 1,050 881 Net amortization and other components 1,751 889 1,534 Actual return on assets (3,329) (2,243) (2,571) - -------------------------------------------------------------------------- Net pension cost $ 29 $ 159 $ 186 ========================================================================== The following table sets forth the defined benefit plans' funded status and amounts recognized in the Corporation's consolidated balance sheet: (In millions) 1997 1996 ============================================================================ Plan assets at fair value $ 20,642 $ 18,402 ============================================================================ Actuarial present value of benefit obligations: Vested $ 14,179 $ 13,486 Non-vested 265 236 - ---------------------------------------------------------------------------- Accumulated benefit obligation 14,444 13,722 Effect of projected future salary increases 1,882 1,694 - ---------------------------------------------------------------------------- Projected benefit obligation (PBO) 16,326 15,416 - ---------------------------------------------------------------------------- Plan assets greater than PBO 4,316 2,986 Reconciling items: Unrecognized net asset existing at the date of initial application of SFAS No. 87 (106) (196) Unrecognized prior-service cost 456 461 Unrecognized gain (3,738) (2,484) - ---------------------------------------------------------------------------- Prepaid pension asset $ 928 $ 767 ============================================================================ At December 31, 1997, approximately 56 percent of the plan assets were equity securities, with the remainder primarily being fixed income securities and cash equivalents. Actuarial determinations were based on various assumptions displayed in the following table. Net pension costs in 1996 and 1995 were based on assumptions in effect at the end of the respective preceding year. Effective - ------ 40 Lockheed Martin Corporation - -------------------------------------------------------------------------------- October 1, 1997, the Corporation changed its expected long-term rate of return on assets. This change in estimate decreased pension cost by approximately $70 million. Benefit obligations as of each year-end were based on assumptions in effect as of those dates. 1997 1996 1995 ============================================================================== Assumptions: Discount rates 7.5% 7.8% 7.5% Rates of increase in future compensation levels 6.0 6.0 6.0 Expected long-term rate of return on assets 9.5 9.0 8.8 ============================================================================== Retiree Medical and Life Insurance Plans Certain health care and life insurance benefits are provided to eligible retirees by the Corporation. These benefits are paid by the Corporation or funded through several trusts. The net periodic post-retirement benefit cost included the following components: (In millions) 1997 1996 1995 ============================================================================== Service cost--benefits earned during the year $ 39 $ 40 $ 34 Interest cost 191 181 177 Net amortization and other components 38 13 44 Actual return on assets (117) (73) (82) Curtailment gain -- (15) -- - ------------------------------------------------------------------------------ Net post-retirement cost $ 151 $146 $173 ============================================================================== The Corporation has made contributions to trusts (including Voluntary Employees' Beneficiary Association (VEBA) trusts and 401(h) accounts) established to pay future medical benefits to eligible retirees and dependents. The following table sets forth the post-retirement benefit plans' obligations and funded status as of December 31: (In millions) 1997 1996 ============================================================================= Plan assets at fair value $ 895 $ 736 ============================================================================= Actuarial present value of benefit obligations: Active employees, eligible to retire $ 350 $ 334 Active employees, not eligible to retire 462 454 Former employees 1,714 1,819 - ----------------------------------------------------------------------------- Accumulated post-retirement benefit obligation (APBO) 2,526 2,607 - ----------------------------------------------------------------------------- Assets less than APBO 1,631 1,871 Unrecognized gain 351 206 - ----------------------------------------------------------------------------- Post-retirement benefit unfunded liability $1,982 $2,077 ============================================================================= At December 31, 1997, approximately 46 percent of these plans' assets were equity securities, with the remainder primarily being fixed income securities and cash equivalents. Actuarial determinations were based on various assumptions displayed in the following table. Net retiree medical costs for 1997, 1996 and 1995 were based on assumptions in effect at the end of the respective preceding years. Benefit obligations as of the end of each year reflect assumptions in effect as of those dates. 1997 1996 1995 ================================================================================ Assumptions: Discount rates 7.5% 7.8% 7.5% Expected long-term rate of return on assets 9.5 9.0 8.8 ================================================================================ The medical trend rates used in measuring the APBO were 7.0% in 1997 and 7.5% in 1996, and were assumed to gradually decrease to 4.5% by the year 2004. An increase of one percentage point in the assumed medical trend rates would result in an increase in the APBO of approximately 6.5% at December 31, 1997, and a 1997 post-retirement benefit cost increase of approximately 8.5%. The medical trend rate for 1998 is 6.7%. The Corporation believes that the cost containment features it has previously adopted and the funding approaches underway will allow it to effectively manage its retiree medical expenses, but it will continue to monitor the costs of retiree medical benefits and may further modify the plans if circumstances warrant. ================================================================================ Note 15 - Leases Total rental expense under operating leases, net of immaterial amounts of sublease rentals and contingent rentals, were $295 million, $320 million and $236 million for 1997, 1996 and 1995, respectively. Future minimum lease commitments at December 31, 1997 for all operating leases that have a remaining term of more than one year were approximately $989 million ($237 million in 1998, $187 million in 1999, $141 million in 2000, $110 million in 2001, $81 million in 2002, and $233 million in later years). Certain major plant facilities and equipment are furnished by the U.S. Government under short-term or cancelable arrangements. ================================================================================ Note 16 - Commitments and Contingencies The Corporation or its subsidiaries are parties to or have property subject to litigation and other proceedings, including matters arising under provisions relating to the protection of the environment. In the opinion of management and in-house counsel, the probability is remote that the outcome of these matters will have a - ----- 41 - -------------------------------------------------------------------------------- Notes to Consolidated Financial Statements . Continued material adverse effect on the Corporation's consolidated results of operations or financial position. These matters include the following items: Environmental matters - In 1991, the Corporation entered into a consent decree with the U.S. Environmental Protection Agency (EPA) relating to certain property in Burbank, California, which obligated the Corporation to design and construct facilities to monitor, extract, and treat groundwater, and to operate and maintain such facilities for approximately eight years. A second consent decree is being finalized which will obligate the Corporation to fund the continued operation and maintenance of these facilities through the year 2018. The Corporation estimates that expenditures required to comply with the consent decrees over their remaining terms will be approximately $110 million. The Corporation has also been operating under a cleanup and abatement order from the California Regional Water Quality Control Board (the Regional Board) affecting its facilities in Burbank, California. This order requires site assessment and action to abate groundwater contamination by a combination of groundwater and soil cleanup and treatment. Based on experience derived from initial remediation activities, the Corporation estimates the anticipated costs of these actions in excess of the requirements under the EPA consent decrees to approximate $60 million over the remaining term of the project. The Corporation is responding to three administrative orders issued by the Regional Board in connection with the Corporation's former Lockheed Propulsion Company facilities in Redlands, California. Under the orders, the Corporation is investigating the impact and potential remediation of regional groundwater contamination by perchlorates and chlorinated solvents. The Regional Board has approved the Corporation's plan to maintain public water supplies with respect to chlorinated solvents during this work, and the Corporation is negotiating with local water purveyors to implement this plan, as well as to address water supply concerns relative to perchlorate contamination. The Corporation estimates that expenditures required to implement work currently approved will be approximately $110 million. In addition, the Corporation is involved in other proceedings and potential proceedings relating to environmental matters, including disposal of hazardous wastes and soil and water contamination. The extent of the Corporation's financial exposure cannot in all cases be reasonably estimated at this time. A liability of approximately $260 million for those cases in which an estimate of financial exposure can be determined has been recorded. Under an agreement with the U.S. Government, the Burbank groundwater treatment and soil remediation expenditures referenced above are being allocated to the Corporation's operations as general and administrative costs and, under existing government regulations, these and other environmental expenditures related to U.S. Government business, after deducting any recoveries from insurance or other responsible parties, are allowable in establishing the prices of the Corporation's products and services. As a result, a substantial portion of the expenditures are being reflected in the Corporation's sales and cost of sales pursuant to U.S. Government agreement or regulation. The Corporation has recorded an asset for the portion of these costs that are probable of future recovery in pricing of the Corporation's products and services for U.S. Government business. The portion that is expected to be allocated to commercial business has been reflected in cost of sales. The recorded amounts do not reflect the possible future recovery of portions of the environmental costs through insurance policy coverage or from other potentially responsible parties, which the Corporation is pursuing as required by agreement and U.S. Government regulation. Any such recoveries, when received, would reduce the Corporation's liability as well as the allocated amounts to be included in the Corporation's U.S. Government sales and cost of sales. Waste remediation contract - In 1994, the Corporation was awarded a $180 million fixed price contract by the U.S. Department of Energy (DOE) for the Phase II design, construction and limited test of remediation facilities, and the Phase III full remediation of waste found in Pit 9, located on the Idaho National Engineering and Environmental Laboratory reservation. The Corporation has incurred significant unanticipated costs and scheduling issues due to complex technical and contractual matters which threaten the viability of the overall Pit 9 program. Management completed its investigation to identify and quantify the overall effect of these matters, and summarized its findings in a request for equitable adjustment (REA) which was delivered to the DOE on March 31, 1997. The provisions of the REA include, but are not limited to, the recovery of a portion of unanticipated costs incurred by the Corporation and the restructuring of the contract to provide for a more equitable sharing of the risks associated with the Pit 9 project. To better focus the Corporation's management resources on resolving these issues, the management and reporting structure of the Pit 9 program were changed in September 1997; however, the Corporation has been unsuccessful in reaching any agreements with the DOE on cost recovery or other contract restructuring matters. As a result, the Corporation has reduced work activities at the Pit 9 site, is awaiting technical direction from the DOE, and is in the process of preparing a certifiable claim. On February 27, 1998, the Corporation received a cure notice alleging that certain actions taken by the Corporation are conditions endangering performance of the Pit 9 contract. The notice advised that, unless these conditions are cured within 30 days, the contract may be terminated for default. The Corporation believes that termination for default is neither permissible under the Pit 9 contract nor warranted under the circumstances and is preparing its response. Letters of credit and other matters - The Corporation has entered into standby letter of credit agreements and other arrangements with financial institutions primarily relating to the guarantee of future performance on certain contracts. At December 31, 1997, the Corporation had contingent liabilities on outstanding letters of credit, guarantees, and other arrangements aggregating approximately $1.2 billion. - ----- 42 Lockheed Martin Corporation - -------------------------------------------------------------------------------- ================================================================================ Note 17 - Information on Industry Segments and Major Customers The Corporation operates in four principal business segments: Space & Strategic Missiles, Electronics, Information & Services, and Aeronautics. All other activities of the Corporation fall within the Energy and Other segment. Space & Strategic Missiles - Engaged in the design, development, engineering and production of civil, commercial and military space systems, including spacecraft, space launch vehicles, manned space systems and their supporting ground systems and services; telecommunications systems and services; strategic fleet ballistic missiles; and defensive missiles. Electronics - Engaged in the design, development, integration and production of high performance electronic systems for undersea, shipboard, land, airborne and space-based applications. Major defense product lines include surface ship and submarine combat systems; anti-submarine warfare systems; air defense systems; tactical battlefield missiles; aircraft controls; electronic-warfare; electro-optic and night-vision; radar; displays; and systems integration of mission specific combat suites. Major commercial product lines include satellite electronics and mail handling automation systems. Information & Services - Engaged in the development, integration and operation of large, complex information systems; engineering, technical, and management services for federal customers; transaction processing systems and services for state and local government agencies; commercial information technology services; manufacture of computer peripherals, real-time 3-D graphics products and enterprise data management software; and the provision of internal information technology support to the Corporation. Aeronautics - Engaged in the following primary lines of business: tactical aircraft, airlift, surveillance/command, maintenance/modification/logistics, reconnaissance and advanced development programs. Major programs include the F-22 air-superiority fighter, Joint Strike Fighter, F-16 multi-role fighter, C-130J tanker/transport, X-33 reusable launch vehicle technology demonstrator, DarkStar reconnaissance vehicle, Airborne Early Warning & Control systems, Contractor Logistics Support, and various maintenance and modification programs. Energy and Other - The Corporation manages certain facilities for the DOE. The contractual arrangements provide for the Corporation to be reimbursed for the cost of operations and receive a fee for performing management services. The Corporation reflects only the management fee in its sales and earnings for these government-owned facilities. In addition, while the employees at such facilities are employees of the Corporation, applicable employee benefit plans are separate from the Corporation's plans. The Corporation also provides environmental remediation services to commercial and U.S. Government customers, and has investments in other businesses. Through October 1996, the Corporation provided construction aggregates and specialty chemical products to commercial and civil customers through its Materials subsidiary. Selected Financial Data by Business Segment (In millions) 1997 1996 1995 ============================================================================ Net sales Space & Strategic Missiles $ 8,303 $ 7,904 $ 7,813 Electronics 7,069 6,675 3,357 Information & Services 6,468 5,893 4,173 Aeronautics 6,045 5,596 6,617 Energy and Other 184 807 893 - ---------------------------------------------------------------------------- $28,069 $26,875 $22,853 ============================================================================ Operating profit Space & Strategic Missiles $1,053 $ 973 $ 463 Electronics 594 673 224 Information & Services 163 290 267 Aeronautics 612 441 394 Energy and Other 357 356 29 - ---------------------------------------------------------------------------- $2,779 $2,733 $1,377 ============================================================================ Depreciation and amortization Space & Strategic Missiles $177 $188 $206 Electronics 214 239 122 Information & Services 112 121 69 Aeronautics 88 126 142 Energy and Other 15 58 66 - ---------------------------------------------------------------------------- $606 $732 $605 ============================================================================ Amortization of intangible assets Space & Strategic Missiles $ 29 $ 29 $ 37 Electronics 228 199 64 Information & Services 107 92 47 Aeronautics 80 80 80 Energy and Other 2 2 2 - ---------------------------------------------------------------------------- $446 $402 $230 ============================================================================ Expenditures for property, plant and equipment Space & Strategic Missiles $293 $264 $165 Electronics 189 213 100 Information & Services 137 104 63 Aeronautics 104 75 58 Energy and Other 27 81 114 - ---------------------------------------------------------------------------- $750 $737 $500 ============================================================================ Identifiable assets Space & Strategic Missiles $ 4,599 $ 3,758 $ 3,750 Electronics 10,619 11,363 3,869 Information & Services 5,150 6,111 2,679 Aeronautics 3,757 4,201 3,827 Energy and Other 4,236 4,107 3,433 - ---------------------------------------------------------------------------- $28,361 $29,540 $17,558 ============================================================================ - ----- 43 - -------------------------------------------------------------------------------- Notes to Consolidated Financial Statements . Continued Net Sales by Customer Category (In millions) 1997 1996 1995 ================================================================================ U.S. Government Space & Strategic Missiles $ 6,472 $ 6,401 $ 6,315 Electronics 4,844 4,451 2,266 Information & Services 4,050 3,878 2,747 Aeronautics 2,912 3,830 4,274 Energy and Other 118 154 168 - -------------------------------------------------------------------------------- $18,396 $18,714 $15,770 ================================================================================ Foreign governments/(a)//(b)/ Space & Strategic Missiles $ 94 $ 38 $ 112 Electronics 1,695 1,656 832 Information & Services 246 152 77 Aeronautics 2,826 1,466 1,966 Energy and Other -- -- -- - -------------------------------------------------------------------------------- $4,861 $3,312 $2,987 ================================================================================ Commercial/(b)/ Space & Strategic Missiles $1,737 $1,465 $1,386 Electronics 530 568 259 Information & Services 2,172 1,863 1,349 Aeronautics 307 300 377 Energy and Other 66 653 725 - -------------------------------------------------------------------------------- $4,812 $4,849 $4,096 ================================================================================ (a) Sales made to foreign governments through the U.S. Government are included in the foreign governments category above. (b) Export sales, included in the foreign governments and commercial categories above, were $5.9 billion, $4.7 billion and $3.7 billion in 1997, 1996 and 1995, respectively. ================================================================================ Note 18 - Summary of Quarterly Information (Unaudited) 1997 Quarters ------------------------------------- (In millions, except per share data) First Second Third Fourth/(a)/ =========================================================================== Net sales $6,674 $6,898 $6,619 $7,878 Earnings from operations 656 637 677 327 Net earnings 290 308 331 371 Diluted earnings per share before deemed preferred stock dividend 1.35 1.42 1.51 1.83/(b)/ =========================================================================== 1996 Quarters ------------------------------------- (In millions, except per share data) First/(c)/ Second Third Fourth/(d)/ =========================================================================== Net sales $5,109 $7,076 $7,028 $7,662 Earnings from operations 472 693 675 441 Net earnings 272 299 311 465 Diluted earnings per share 1.23 1.34 1.40 2.14 =========================================================================== (a) Earnings for the fourth quarter of 1997 include the effects of certain nonrecurring and unusual items, including a tax-free gain of $311 million, or $1.53 per diluted share, and after tax charges of $303 million, or $1.49 per diluted share (see Notes 3 and 5). The Corporation also changed its expected long-term rate of return on benefit plan assets effective October 1, 1997, which decreased pension cost (see Note 14). (b) Earnings per share for 1997 excludes the effects of a deemed preferred stock dividend resulting from the transaction with GE. The excess of the fair value of the consideration transferred to GE (approximately $2.8 billion) over the carrying value of the Series A preferred stock ($1.0 billion) was treated as a deemed preferred stock dividend and deducted from 1997 net earnings in determining net earnings applicable to common stock used in the computation of earnings per share. The effect of this deemed dividend was to decrease basic earnings per share by $9.79, and was antidilutive in the calculation of diluted earnings per share. (c) Net sales and earnings for the first quarter of 1996 do not include the operations of Tactical Systems, as its operations have been included in the results of operations of the Corporation from April 1, 1996 (see Note 4). (d) Earnings for the fourth quarter of 1996 include the effects of certain nonrecurring items, including an after tax gain of $351 million, or $1.62 per diluted share, and after tax charges of $209 million, or $.97 per diluted share (see Notes 4 and 5). - ----- 44 Lockheed Martin Corporation ================================================================================ Consolidated Financial Data - Eight Year Summary
(In millions, except per share data) 1997 1996 1995 1994 1993 1992 1991 1990 ================================================================================================================================== Operating Results Net sales $ 28,069 $ 26,875 $ 22,853 $ 22,906 $ 22,397 $ 16,030 $ 15,871 $ 16,089 Costs and expenses 25,772 24,594 21,571 21,127 20,857 14,891 14,767 15,178 - ---------------------------------------------------------------------------------------------------------------------------------- Earnings from operations 2,297 2,281 1,282 1,779 1,540 1,139 1,104 911 Other income and expenses, net 482 452 95 200 44 42 (49) 34 - ---------------------------------------------------------------------------------------------------------------------------------- 2,779 2,733 1,377 1,979 1,584 1,181 1,055 945 Interest expense 842 700 288 304 278 177 176 180 - ---------------------------------------------------------------------------------------------------------------------------------- Earnings before income taxes and cumulative effect of changes in accounting 1,937 2,033 1,089 1,675 1,306 1,004 879 765 Income tax expense 637 686 407 620 477 355 261 161 - ---------------------------------------------------------------------------------------------------------------------------------- Earnings before cumulative effect of changes in accounting 1,300 1,347 682 1,055 829 649 618 604 Cumulative effect of changes in accounting -- -- -- (37) -- (1,010) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Net earnings (loss) $ 1,300 $ 1,347 $ 682 $ 1,018 $ 829 $ (361) $ 618 $ 604 ================================================================================================================================== Earnings (Loss) Per Common Share Basic: Before deemed preferred stock dividend and cumulative effect of changes in accounting $ 6.73 $ 6.80 $ 3.28 $ 5.32 $ 3.99 $ 3.31 $ 3.05 $ 2.97 Deemed preferred stock dividend (9.85) -- -- -- -- -- -- -- Cumulative effect of changes in accounting -- -- -- (.20) -- (5.15) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- $ (3.12) $ 6.80 $ 3.28 $ 5.12 $ 3.99 $ (1.84) $ 3.05 $ 2.97 ================================================================================================================================== Diluted: Before deemed preferred stock dividend and cumulative effect of changes in accounting $ 6.09 $ 6.09 $ 3.09 $ 4.85 $ 3.77 $ 3.30 $ 3.04 $ 2.97 Deemed preferred stock dividend (8.55) -- -- -- -- -- -- -- Cumulative effect of changes in accounting -- -- -- (.17) -- (5.14) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- * $ 6.09 $ 3.09 $ 4.68 $ 3.77 $ (1.84) $ 3.04 $ 2.97 ================================================================================================================================== Cash dividends $ 1.60 $ 1.60 $ 1.34 $ 1.14 $ 1.09 $ 1.04 $ .98 $ .90 ================================================================================================================================== Condensed Balance Sheet Data Current assets $ 10,105 $ 10,346 $ 8,208 $ 8,143 $ 6,961 $ 5,157 $ 5,553 $ 5,442 Property, plant and equipment 3,669 3,721 3,134 3,455 3,643 3,139 3,155 3,200 Intangible assets related to contracts and programs acquired 1,566 1,767 1,553 1,696 1,832 42 52 59 Costs in excess of net assets acquired 9,856 10,394 2,794 2,831 2,697 841 864 882 Other assets 3,165 3,312 1,869 1,854 1,949 1,648 895 883 - ---------------------------------------------------------------------------------------------------------------------------------- Total $ 28,361 $ 29,540 $ 17,558 $ 17,979 $ 17,082 $ 10,827 $ 10,519 $ 10,466 ================================================================================================================================== Short-term borrowings $ 494 $ 1,110 $ -- $ -- $ -- $ -- $ -- $ -- Current maturities of long-term debt 876 180 722 285 346 327 298 30 Other current liabilities 7,819 7,382 4,462 5,177 4,690 3,176 3,833 4,235 Long-term debt 10,528 10,188 3,010 3,594 4,026 1,803 1,997 2,392 Post-retirement benefit liabilities 1,982 2,077 1,795 1,859 1,848 1,579 54 -- Other liabilities 1,486 1,747 1,136 978 971 460 112 38 Stockholders' equity 5,176 6,856 6,433 6,086 5,201 3,482 4,225 3,771 - ---------------------------------------------------------------------------------------------------------------------------------- Total $ 28,361 $ 29,540 $ 17,558 $ 17,979 $ 17,082 $ 10,827 $10,519 $ 10,466 ================================================================================================================================== Common Shares Outstanding at Year End 194.4 192.7 198.6 199.1 197.9 194.1 201.4 200.7 ==================================================================================================================================
*Antidilutive. - ---------- 45 ================================================================================ Corporate Directors (As of March 12, 1998) Board of Directors Eugene F. Murphy Vice Chairman and Norman R. Augustine Executive Officer Chairman of the Board General Electric Company Lockheed Martin Corporation Allen E. Murray Marcus C. Bennett Retired Chairman and Executive Vice President and Chief Chief Executive Officer Financial Officer Mobil Corporation Lockheed Martin Corporation Frank Savage Lynne V. Cheney Chairman Senior Fellow for Public Policy Research Alliance Capital Management American Enterprise Institute International Vance D. Coffman Peter B. Teets Chief Executive Officer and President and Chief Operating Officer Vice Chairman Lockheed Martin Corporation Lockheed Martin Corporation Daniel M. Tellep Houston I. Flournoy Retired Chairman of the Board and Special Assistant to the President, Chief Executive Officer Governmental Affairs Lockheed Martin Corporation University of Southern California Carlisle A. H. Trost James F. Gibbons Retired Chief of Naval Operations Reid Weaver Dennis Professor of Electrical Engineering James R. Ukropina Stanford University Partner O'Melveny & Myers Edward E. Hood, Jr. Retired Vice Chairman Douglas C. Yearley General Electric Company Chairman, President and Chief Executive Officer Caleb B. Hurtt Phelps Dodge Corporation Retired President and Chief Operating Officer Martin Marietta Corporation Gwendolyn S. King Retired Senior Vice President, Corporate and Public Affairs PECO Energy Company Vincent N. Marafino Retired Executive Vice President Lockheed Martin Corporation Committees Audit and Ethics Committee Mr. Hood, Chairman Mmes. Cheney and King, Messrs. Flournoy, Marafino, Tellep, Trost and Ukropina Compensation Committee Mr. Murray, Chairman Messrs. Gibbons, Hood, Murphy, Trost and Yearley Executive Committee Mr. Augustine, Chairman Messrs. Coffman, Hood, Marafino, Murray, Tellep, Ukropina and Yearley Finance Committee Mr. Ukropina, Chairman Mrs. King and Messrs. Hurtt, Marafino, Savage, Tellep and Yearley Nominating Committee Mr. Murphy, Chairman Mrs. Cheney and Messrs. Flournoy, Gibbons, Hurtt, Murray and Savage Stock Option Subcommittee Mr. Murray, Chairman Messrs. Gibbons, Hood, Trost and Yearley - ---------- 46 Lockheed Martin Corporation - -------------------------------------------------------------------------------- Officers Brian D. Dailey Vice President Joseph D. Antinucci Vice President Peter DeMayo Vice President William F. Ballhaus, Jr. Vice President Terrance M. Drabant Vice President Marcus C. Bennett Executive Vice President and Philip J. Duke Chief Financial Officer Vice President James F. Berry Jack S. Gordon Vice President Vice President James A. Blackwell, Jr. John Hallal Vice President and President and Vice President Chief Operating Officer, Aeronautics Sector Dain M. Hancock Vice President Melvin R. Brashears Vice President and President and Alfred G. Hansen Chief Operating Officer, Vice President Space & Strategic Missiles Sector Marcus C. Hansen William B. Bullock Vice President Vice President K. Michael Henshaw Michael F. Camardo Vice President Vice President Arthur E. Johnson Joseph R. Cleveland Vice President and President and Vice President Chief Operating Officer, Information & Services Sector Vance D. Coffman Chief Executive Officer and Todd J. Kallman Vice Chairman Vice President and Controller Raymond S. Colladay Gary P. Mann Vice President Vice President Thomas A. Corcoran John F. Manuel Vice President and President and Vice President Chief Operating Officer, Electronics Sector G. Thomas Marsh Vice President Robert B. Coutts Vice President Carol R. Marshall Vice President Russell T. McFall Vice President Janet L. McGregor Vice President Frank H. Menaker, Jr. Senior Vice President and General Counsel John E. Montague Vice President Albert Narath Vice President David S. Osterhout Vice President Daniel W. Patterson Vice President Susan M. Pearce Vice President Terry F. Powell Vice President John B. Ramsey Vice President Walter E. Skowronski Vice President and Treasurer Albert E. Smith Vice President Michael A. Smith Vice President John V. Sponyoe Vice President Robert J. Stevens Vice President and President and Chief Operating Officer, Energy & Environment Sector Peter B. Teets President and Chief Operating Officer Robert H. Trice, Jr. Vice President Lillian M. Trippett Vice President, Corporate Secretary and Associate General Counsel Anthony Van Schaick Vice President Leonard L. Victorino Vice President William T. Vinson Vice President and Chief Counsel - ---------- 47 Lockheed Martin Corporation ================================================================================ General Information As of December 31, 1997, there were approximately 41,071 holders of record of Lockheed Martin common stock and 194,416,938 shares outstanding. Common Stock Prices (New York Stock Exchange--composite transactions) (In dollars) High Low Close ========================================================================== 1997 Quarters ------------------------------------------------------------------------ 1st 92 7/8 82 84 ------------------------------------------------------------------------ 2nd 105 1/4 78 1/4 103 9/16 ------------------------------------------------------------------------ 3rd 113 7/16 98 3/8 106 5/8 ------------------------------------------------------------------------ 4th 108 7/16 88 1/8 98 1/2 ========================================================================== ========================================================================== 1996 Quarters ------------------------------------------------------------------------ 1st 80 7/8 73 1/8 75 7/8 ------------------------------------------------------------------------ 2nd 86 3/4 73 84 ------------------------------------------------------------------------ 3rd 91 3/4 76 1/4 90 1/8 ------------------------------------------------------------------------ 4th 96 5/8 85 1/4 91 1/2 ========================================================================== Transfer Agent & Registrar First Chicago Trust Company of New York P. O. Box 2536, Suite 4694 Jersey City, New Jersey 07303-2536 Telephone: 1-800-519-3111 Dividend Reinvestment Plan Lockheed Martin's Dividend Reinvestment and Stock Purchase Plan offers stockholders an opportunity to purchase additional shares through automatic dividend reinvestment and/or voluntary cash investments. For more information, contact our transfer agent, First Chicago Trust Company of New York at 1-800-519-3111. Independent Auditors Ernst & Young LLP 1225 Connecticut Avenue, N.W. Washington, D.C. 20036 Common Stock Stock symbol: LMT Listed: New York Stock Exchange Annual Report on Form 10-K Stockholders may obtain, without charge, a copy of Lockheed Martin's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the year ended December 31, 1997 by writing to: Lockheed Martin Investor Relations 6801 Rockledge Drive Bethesda, MD 20817 For accessing the Lockheed Martin homepage on the Internet use the Uniform Resource Locator: http://www.shareholder.com/lmt. Updates on earnings, dividends and company news are available by calling Lockheed Martin Shareholder Direct at 1-800-LMT-9758, 24 hours a day, seven days a week. - ----- 48 Lockheed Martin Corporation - -------------------------------------------------------------------------------- Setting the Standard Lockheed Martin's Code of Ethics and Business Conduct is called "Setting the Standard." We aim to set the standard for ethical business conduct through these six guiding ethical principles. Honesty: to be truthful in all our endeavors; to be honest and forthright with one another and with our customers, communities, suppliers, and shareholders. Integrity: to say what we mean, to deliver what we promise, and to stand for what is right. Respect: to treat one another with dignity and fairness, appreciating the diversity of our workforce and the uniqueness of each employee. Trust: to build confidence through teamwork and open, candid communication. Responsibility: to speak up--without fear of retribution--and report concerns in the work place, including violations of laws, regulations and company policies, and seek clarification and guidance whenever there is doubt. Citizenship: to obey all the laws of the United States and the other countries in which we do business and to do our part to make the communities in which we live better. - -------------------------------------------------------------------------------- Shareholders desiring to read "Setting the Standard, Lockheed Martin's Code of Ethics and Business Conduct" or obtain additional information about the Corporation's ethics program may visit the Lockheed Martin homepage on the World Wide Web: http://www.lmco.com or write to the Corporation care of Carol R. Marshall, Vice President, Ethics and Business Conduct, P.O. Box 34143, Bethesda, MD 20827-0143. E-mail: Corporate.Ethics@lmco.com - ----- 49 Lockheed Martin Corporation - -------------------------------------------------------------------------------- This Annual Report contains statements which, to the extent that they are not recitations of historical fact, constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). The words "estimate," "anticipate," "project," "intend," "expect," and similar expressions are intended to identify forward looking statements. All forward looking statements involve risks and uncertainties, including, without limitation, statements and assumptions with respect to future revenues, program performance and cash flows, the outcome of contingencies including litigation and environmental remediation, and anticipated costs of capital investments and planned dispositions. Readers are cautioned not to place undue reliance on these forward looking statements which speak only as of the date of this Annual Report. The Corporation does not undertake any obligation to publicly release any revisions to these forward looking statements to reflect events, circumstances or changes in expectations after the date of this Annual Report, or to reflect the occurrence of unanticipated events. The forward looking statements in this document are intended to be subject to the safe harbor protection provided by Sections 27A of the Securities Act and 21E of the Exchange Act. For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the forward looking statements, see the Corporation's Securities and Exchange Commission filings including, but not limited to, the discussion of "Competition and Risk" and the discussion of "Government Contracts and Regulations" on pages 14 through 17 and pages 18 through 19, respectively, of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (Form 10-K); "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 11 through 24 of this Annual Report, and "Note 1--Summary of Significant Accounting Policies," "Note 2--Transaction Agreement with Northrop Grumman Corporation" and "Note 16--Commitments and Contingencies" of the Notes to Consolidated Financial Statements on pages 31 through 32, 32 through 33 and 41 through 42, respectively, of the Audited Consolidated Financial Statements included in this Annual Report and incorporated by reference into the Form 10-K. - ----- 50 [LOGO OF LOCKHEED MARTIN APPEARS HERE] Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, MD 20817 [INTENTIONALLY LEFT BLANK] APPENDIX TO THE EDGAR VERSION OF THE 1997 ANNUAL REPORT TO SECURITY HOLDERS FILED PURSUANT TO RULE 304 OF REGULATION S-T This appendix is being filed pursuant to Rule 304 of Regulation S-K and represents Lockheed Martin Corporation's good faith effort to fairly and accurately describe certain graphic and image material that is included in the paper version of the 1997 Annual Report to Shareholders (the "1997 Annual Report") but has been omitted from the EDGAR version. A description of the pictures omitted from the 1997 Annual Report in its EDGAR format follows. Generally, the omitted pictures are described in the associated captions and represent products produced by Lockheed Martin Corporation which are discussed at various locations in the text of the document. In some instances, the pictures are of officers, directors and employees of the Corporation or of persons using the Corporation's products. The pictures are included primarily to add visual interest to the 1997 Annual Report and are neither individually nor in the aggregate material to an understanding of the Report. The 1997 Annual Report in its EDGAR format also omits certain graphic material. This material is also described fully in the text. A description of the omitted graphic material follows: Page 13 -- The omitted graph sets forth in columnar format net sales, in millions of dollars, for the years 1997, 1996 and 1995 and corresponds to the textual description of net sales. Page 14 -- The graph omitted at the top of the page sets forth in columnar format net earnings, in millions of dollars, for the years 1997, 1996, and 1995. The graph corresponds to the textual description of net earnings. Page 15 -- The graph omitted at the bottom of the page sets forth in columnar format earnings per common share, assuming full dilution, before deemed preferred stock dividend in dollars, for the years 1997, 1996 and 1995. The graph corresponds to the textual desciption of earnings per common share. Page 16 -- The omitted graph sets forth in columnar format dividends per common share for each of 1997, 1996 and 1995. Page 20 -- The omitted graph sets forth in columnar format negotiated backlog, in millions of dollars, for the years 1997, 1996 and 1995 and corresponds to the textual description of negotiated backlog. Page 21 -- The omitted graph sets forth in columnar format net cash provided by operating activities in each of 1997, 1996 and 1995 and follows the associated textual discussion.

 
                                                                      EXHIBIT 21


                            LIST OF SUBSIDIARIES OF
                          LOCKHEED MARTIN CORPORATION

State or Percentage Country of of Securities Name of Subsidiary Incorporation Owned - ------------------ ------------- ------------- Lockheed Martin Federal Systems, Inc. Delaware 100%
Lockheed Martin Corporation has a number of other subsidiaries, but all of them, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary. Accordingly, the names of the particular subsidiaries are omitted.

 

                                                                      Exhibit 23
                                                                      ----------

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Lockheed Martin Corporation of our report dated January 19, 1998, except for 
Note 2 and the next to the last paragraph of Note 16, as to which the date is 
March 12, 1998, included in the 1997 Annual Report to Shareholders of Lockheed 
Martin Corporation.

We also consent to the incorporation by reference in the following Registration 
Statements:

(1)   Registration Statement Number 33-58067 of Lockheed Martin Corporation on 
      Form S-3, dated March 14, 1995;

(2)   Registration Statement Numbers: 33-58073, 33-58075, 33-58077,33-58079, 
      33-58081, 33-58085, 33-58089 and 33-58097 of Lockheed Martin Corporation
      on Form S-8, each dated March 15, 1995;

(3)   Post-Effective Amendment No. 1, dated March 15, 1995 to Registration 
      Statement Number 33-57645 of Lockheed Martin Corporation on Form S-8;

(4)   Registration Statement Number 33-63155 of Lockheed Martin Corporation on 
      Form S-8, dated October 3, 1995;

(5)   Registration Statement Number 33-06255 of Lockheed Martin Corporation on 
      Form S-8, dated June 19, 1996;

(6)   Registration Statement Numbers: 33-06479, 33-06481, 33-06483, 33-06485, 
      33-06487, 33-06515 and 33-06517 of Lockheed Martin Corporation on Form 
      S-8, each dated June 21, 1996;

(7)   Registration Statement Numbers: 333-20117 and 333-20139 of Lockheed
      Martin Corporation on Form S-8, each dated January 22, 1997;

(8)   Post-Effective Amendment No. 1, dated January 22, 1997 to Registration 
      Statement Number 333-58083 on Form S-8;

(9)   Registration Statement Number 333-27309 of Lockheed Martin Corporation on 
      Form S-8, dated May 16, 1997;

(10)  Registration Statement Number 333-37069 of Lockheed Martin Corporation
      on Form S-8, dated October 2, 1997;

(11)  Registration Statement Number 333-40997 of Lockheed Martin Corporation on 
      Form S-8, dated November 25, 1997; and

(12)  Registration Statement Number 333-44671 of Lockheed Martin Corporation
      on Form S-4, dated January 22, 1998

of our report dated January 19, 1998, except for Note 2 and the next to the last
paragraph of Note 16, as to which the date is March 12, 1998, with respect to 
the consolidated financial statements incorporated herein by reference.


                                                /s/ Ernst & Young LLP

Washington, D.C.
March 16, 1998


 
                                                                      EXHIBIT 24



                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

/s/ VANCE D. COFFMAN        February 26, 1998
- --------------------                         
Vance D. Coffman
Chief Executive Officer and Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

/s/ MARCUS C. BENNETT        February 26, 1998
- ---------------------                         
Marcus C. Bennett
Executive Vice President, Chief Financial Officer and Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/TODD J. KALLMAN        February 26, 1998
- ------------------                         
Todd J. Kallman
Chief Accounting Officer

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/ NORMAN R. AUGUSTINE        February 26, 1998
- -----------------------                         
Norman R. Augustine
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/ LYNNE V. CHENEY          February 26, 1998
- -------------------                           
Lynne V. Cheney
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/ HOUSTON I. FLOURNOY        February 26, 1998
- -----------------------                         
Houston I. Flournoy
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/ JAMES F. GIBBONS        February 26, 1998
- --------------------                         
James F. Gibbons
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/ EDWARD E. HOOD, JR.        February 26, 1998
- -----------------------                         
Edward E. Hood, Jr.
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/ CALEB B. HURTT          February 26, 1998
- ------------------                           
Caleb B. Hurtt
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/GWENDOLYN S. KING        February 26, 1998
- --------------------                         
Gwendolyn S. King
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/VINCENT N. MARAFINO        February 26, 1998
- ----------------------                         
Vincent N. Marafino
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/EUGENE F. MURPHY          February 26, 1998
- -------------------                           
Eugene F. Murphy
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/ALLEN E. MURRAY          February 26, 1998
- ------------------                           
Allen E. Murray
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/FRANK SAVAGE        February 26, 1998
- ---------------                         
Frank Savage
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/DANIEL M. TELLEP          February 26, 1998
- -------------------                           
Daniel M. Tellep
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/PETER B. TEETS          February 26, 1998
- -----------------                           
Peter B. Teets
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/CARLISLE A. H. TROST        February 26, 1998
- -----------------------                         
Carlisle A. H. Trost
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/JAMES R. UKROPINA        February 26, 1998
- --------------------                         
James R. Ukropina
Director

 
                               POWER OF ATTORNEY

                          LOCKHEED MARTIN CORPORATION



  The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper,
and each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, in connection with the preparation, execution and
filing with the Securities and Exchange Commission (hereinafter referred to as
the "Commission"), under the Securities Exchange Act of 1934 of an Annual Report
on Form 10-K of Lockheed Martin Corporation ("Lockheed Martin") and any
amendments thereto for Lockheed Martin's fiscal year ended December 31, 1997
with exhibits thereto, including, but not limited to, Lockheed Martin's Audited
Consolidated Financial Statements as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
Lockheed Martin's fiscal year ended December 31, 1997, and other documents in
connection therewith (collectively, the "Form 10-K"), and all matters required
by the Commission in connection with the Form 10-K, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney's-in-fact and agents, and
each of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


/s/DOUGLAS C. YEARLEY        February 26, 1998
- ---------------------                         
Douglas C. Yearley
Director
 


5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 YEAR DEC-31-1997 DEC-31-1997 0 0 5,009 0 3,144 10,105 8,644 4,975 28,361 9,189 10,528 0 0 194 4,982 28,361 28,069 28,069 25,772 25,772 482 0 842 1,937 637 1,300 0 0 0 1,300 (3.12) (2.46) See "Note 6 -- Earnings Per Share" on page 35 of the 1997 Annual Report incorporated by reference in Lockheed Martin's Annual Report on Form 10-K for the year ended December 31, 1997.
 


5 RESTATED FINANCIAL DATA SCHEDULE - CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 YEAR DEC-31-1996 DEC-31-1996 0 0 4,999 0 2,953 10,346 8,452 4,731 29,540 8,672 10,188 0 1,000 193 5,663 29,540 26,875 26,875 24,594 24,594 452 0 700 2,033 686 1,347 0 0 0 1,347 6.80 6.09
 


5 RESTATED FINANCIAL DATA SCHEDULE - CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 YEAR DEC-31-1995 DEC-31-1995 653 0 3,876 0 2,835 8,208 8,154 5,020 17,558 5,184 3,010 0 1,000 199 5,234 17,558 22,853 22,853 20,881 21,571 95 0 288 1,089 407 682 0 0 0 682 3.28 3.09
 


5 RESTATED FINANCIAL DATA SCHEDULE - REFLECTS RESTATEMENT OF DILUTED EARNINGS PER SHARE FOR THE PERIOD. 1,000,000 3-MOS DEC-31-1996 MAR-31-1996 156 0 4,130 0 2,862 8,020 8,147 5,031 17,682 5,229 3,003 0 1,000 199 5,457 17,682 5,109 5,109 4,637 4,637 30 0 71 431 159 272 0 0 0 272 1.35 1.23
 


5 RESTATED FINANCIAL DATA SCHEDULE - REFLECTS RESTATEMENT OF DILUTED EARNINGS PER SHARE FOR THE PERIOD. 1,000,000 6-MOS DEC-31-1996 JUN-30-1996 390 0 5,428 0 3,057 10,238 9,842 5,531 30,328 8,319 11,086 0 1,000 199 5,713 30,328 12,185 12,185 11,020 11,020 31 0 260 936 365 571 0 0 0 571 2.85 2.57
 


5 RESTATED FINANCIAL DATA SCHEDULE - REFLECTS RESTATEMENT OF DILUTED EARNINGS PER SHARE FOR THE PERIOD. 1,000,000 9-MOS DEC-31-1996 SEP-30-1996 323 0 5,221 0 3,101 10,193 9,976 5,654 30,269 8,044 11,076 0 1,000 201 5,988 30,269 19,213 19,213 17,373 17,373 92 0 486 1,446 564 882 0 0 0 882 4.40 3.97
 


5 RESTATED FINANCIAL DATA SCHEDULE - REFLECTS RESTATEMENT OF DILUTED EARNINGS PER SHARE FOR THE PERIOD. 1,000,000 3-MOS DEC-31-1997 MAR-31-1997 0 0 5,242 0 3,411 10,055 8,538 4,835 29,367 9,141 9,889 0 1,000 193 5,899 29,367 6,674 6,674 6,018 6,018 21 0 201 476 186 290 0 0 0 290 1.49 1.35
 


5 RESTATED FINANCIAL DATA SCHEDULE - REFLECTS RESTATEMENT OF DILUTED EARNINGS PER SHARE FOR THE PERIOD. 1,000,000 6-MOS DEC-31-1997 JUN-30-1997 0 0 5,411 0 3,673 10,551 8,612 5,005 29,398 9,473 9,376 0 1,000 193 6,137 29,398 13,572 13,572 12,279 12,279 73 0 402 964 366 598 0 0 0 598 3.08 2.77
 


 
5 RESTATED FINANCIAL DATA SCHEDULE - REFLECTS RESTATEMENT OF DILUTED EARNINGS PER SHARE FOR THE PERIOD. 1,000,000 9-MOS DEC-31-1997 SEP-30-1997 110 0 5,119 0 4,104 10,800 8,653 5,043 29,577 9,426 9,388 0 1,000 194 6,460 29,577 20,191 20,191 18,221 18,221 143 0 615 1,498 569 929 0 0 0 929 4.78 4.28