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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) - March 15, 1995
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LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 1-11437 52-1893632
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(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
6801 ROCKLEDGE DRIVE, BETHESDA, MARYLAND 20817
(Address of principal executive offices) (Zip Code)
(301) 897-6000
(Registrant's telephone number, including area code)
__________
NOT APPLICABLE
(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS
On March 15, 1995, the stockholders of Lockheed Corporation ("Lockheed")
and the stockholders of Martin Marietta Corporation ("Martin Marietta") approved
the combination of the businesses of Lockheed and the businesses of Martin
Marietta (the "Combination") at the respective special meetings of the
stockholders of these corporations called for this purpose. The Combination is
expected to be consummated as soon as possible in accordance with the terms of
the Joint Proxy Statement Prospectus contained in Lockheed Martin Corporation's
(the "Registrant") Form S-4 Registration Statement (No. 33-57645) filed with the
Securities and Exchange Commission on February 9, 1995.
The Registrant is filing voluntarily (as Exhibit 99 hereof) its Unaudited
Pro Forma Combined Condensed Financial Statements as of December, 1994, and for
the fiscal year then ended, and these materials are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements and Related Information
Unaudited Pro Forma Combined Condensed Financial Statements as of December,
1994, and for the fiscal year then ended.
B. Exhibits
Exhibit No. Description
- ----------- -----------
99 -- Unaudited Pro Forma Combined Condensed Financial Statements as
of December, 1994, and for the fiscal year then ended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LOCKHEED MARTIN CORPORATION
/s/ Marcus C. Bennett
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Marcus C. Bennett
Chief Financial Officer
15 March 1995
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INDEX TO EXHIBITS
Exhibit No. Description Page
- ----------- ----------- ----
99 -- Unaudited Pro Forma Combined Condensed Financial Statements
as of December, 1994, and for the fiscal year then ended.
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EXHIBIT 99
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed financial statements have
been prepared from Lockheed's and Martin Marietta's historical consolidated
financial statements using the pooling of interests method of accounting. The
unaudited pro forma combined condensed statement of earnings gives effect to the
Combination as if it had occurred at the beginning of 1994. The unaudited pro
forma combined condensed balance sheet gives effect to the Combination as if it
had occurred at the fiscal year end of December 1994. See "Note 1 - Basis of
Presentation." The unaudited pro forma adjustments described in the accompanying
notes are based upon preliminary estimates and certain assumptions that the
management of Lockheed Martin Corporation believes are reasonable in such
circumstances.
The unaudited pro forma combined condensed financial statements are not
necessarily indicative of actual or future financial position or results of
operations that would have occurred or will occur upon consummation of the
Combination. The unaudited pro forma combined condensed financial statements
should be read in conjunction with the historical consolidated financial
statements of Lockheed and Martin Marietta and the related notes thereto.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
Fiscal Year Ended
December 1994
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(In millions, except per share data)
Net sales $22,915
Cost of sales, other costs and expenses 21,190
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Earnings from operations 1,725
Other income and expenses, net 205
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1,930
Interest expense 271
-----------------
Earnings before taxes on income 1,659
Taxes on income 598
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Net earnings $1,061
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Earnings per common share:
Assuming no dilution $5.01
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Assuming full dilution $4.61
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See accompanying notes to unaudited pro forma combined condensed financial
statements.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
AS OF FISCAL YEAR ENDED DECEMBER 1994
Historical Pro Forma
----------------------------------------------------------- --------------------------
Reclassifications
to Reflect Combined
Lockheed Martin Marietta Combined Entity * Entity Adjustments Combined
---------- --------------- ----------------- -------- ----------- --------
(In millions)
ASSETS
Current assets:
Cash and cash equivalents $ 452 $ 358 $ 15 $ 825 $ - $ 825
Receivables 1,732 1,529 212 3,473 - 3,473
Inventories 1,631 603 537 2,771 - 2,771
Current deferred income taxes 123 180 265 568 - 568
Other current assets 204 90 (19) 275 - 275
------------ --------------- ----------------- --------- ----------- --------
Total current assets 4,142 2,760 1,010 7,912 - 7,912
Other noncurrent assets 1,082 1,194 (685) 1,591 - 1,591
Noncurrent deferred income taxes - 157 (194) (37) 37 (4b) -
Property, plant and equipment, net 1,806 1,649 - 3,455 - 3,455
Cost in excess of net assets acquired 757 2,074 - 2,831 - 2,831
Other intangibles 1,326 704 - 2,030 - 2,030
------------ --------------- ----------------- --------- ----------- --------
$ 9,113 $8,538 $ 131 $17,782 $ 37 $17,819
============ =============== ================= ========= =========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and accounts payable $ 899 $ 578 $ 15 $ 1,492 $ - $ 1,492
Other current liabilities 772 760 109 1,641 - 1,641
Salaries, benefits and payroll taxes 334 350 80 764 - 764
Income taxes - 115 - 115 - 115
Customers' advances in excess of related
cost 448 - 695 1,143 - 1,143
Current maturities of long-term debt 277 8 - 285 - 285
------------ --------------- ----------------- --------- ----------- --------
Total current liabilities 2,730 1,811 899 5,440 - 5,440
Long-term debt 1,892 1,346 - 3,238 - 3,238
Long-term guarantee of ESOP obligations 356 - - 356 - 356
Post retirement benefits 893 783 (89) 1,587 107 (4b) 1,694
Customer deposits - 402 (402) - - -
Noncurrent deferred income taxes - - 71 71 - 71
Other noncurrent liabilities 435 825 (348) 912 - 912
Stockholders' equity
Series A preferred stock, liquidation
preference $50 per share - 1,000 - 1,000 - 1,000
Common stock, par value $1 a share 73 96 - 169 30 (4d) 199
Additional paid-in capital 828 132 - 960 (151) (4d) 809
Retained earnings 2,742 2,143 - 4,885 (70) (4b) 4,482
(333) (4d)
Treasury shares (454) - - (454) 454 (4d) -
Guarantee of ESOP obligations (382) - - (382) - (382)
------------ --------------- ----------------- --------- ----------- --------
2,807 3,371 0 6,178 (70) 6,108
------------ --------------- ----------------- --------- ----------- --------
$9,113 $8,538 $ 131 $17,782 $ 37 $17,819
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* Reflects reclassifications to conform combined condensed balance sheet
presentation. Martin Marietta's adjustments were attributable to noncurrent
receivables, inventories, customers' advances, and reserves being reclassified
as current assets and current liabilities, consistent with Lockheed's policy
of current classification of similar items for long-term contracts and
programs whose operating cycles extend beyond one year. Additional
reclassifications were made by both Lockheed and Martin Marietta to con-
sistently report pension amounts, payroll related liabilities, overdrafts and
environmental items. Income tax balances were also reclassified to be
consistent with the related asset and liability classifications.
See accompanying notes to unaudited pro forma combined condensed financial
statements.
NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited pro forma combined condensed statement of
earnings presents the historical results of operations of Lockheed and Martin
Marietta giving effect to the Combination as if it had occurred at the beginning
of 1994, combining the results of Lockheed and Martin Marietta for the fiscal
year ended December 1994. The unaudited pro forma combined condensed balance
sheet gives effect to the Combination as if it had occurred on the fiscal year
end of December 1994, combining the balance sheets of Lockheed and Martin
Marietta at the fiscal year end of December 1994.
2. EXCHANGE RATIO
The exchange ratios are as follows: (i) each outstanding share of Lockheed
Common Stock will be converted into the right to receive 1.63 shares of Lockheed
Martin Common Stock; (ii) each outstanding share of Martin Marietta Common
Stock will be converted into the right to receive one share of Lockheed Martin
Common Stock; and (iii) each outstanding share of Martin Marietta Series A
Preferred Stock will be converted into the right to receive one share of
Lockheed Martin Series A Preferred Stock. These exchange ratios were used in
the accompanying unaudited pro forma combined condensed financial statements.
3. TRANSITION COSTS AND EXPENSES
The accompanying unaudited pro forma combined condensed financial statements
do not include any transition costs and expenses which are expected to be
incurred in connection with consummating the Combination and integrating the
operations of Lockheed and Martin Marietta. It is not feasible to determine the
actual amount of these costs and expenses until the Combination is completed and
the related operational and transitional plans are complete. The managements of
Lockheed and Martin Marietta currently estimate that these costs and expenses
could total approximately $850 million. These costs and expenses relate directly
to completing the transactions, such as professional and registration fees;
employee benefit-related costs such as severance, relocation and retention
incentives; facility consolidations; and satisfaction of contractual
obligations; most of which will be incurred to eliminate duplicate facilities
and excess capacity in the combined Lockheed Martin operations. It is
anticipated that a significant portion of these costs and expenses will result
in charges to the earnings of Lockheed Martin. The exact timing of these charges
cannot be determined at this time; however, the managements of Lockheed and
Martin Marietta anticipate that plans and decisions will be completed and a
substantial portion of the related charges recorded in 1995. Additionally, while
the pro forma combined condensed statement of earnings does not reflect any net
cost savings or economies of scale that may be achieved by the Combination, the
Combination is expected to result in reduced costs for Lockheed Martin, a
portion of which will accrue to the benefit of the U.S. Government.
4. CONFORMING AND PRO FORMA ADJUSTMENTS
The following is a summary of conforming and pro forma adjustments which
give pro forma effect to the Combination as if it was effected at the beginning
of 1994:
Fiscal Year Ended
December 1994
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(In millions)
NET SALES:
Lockheed $13,130
Martin Marietta 9,874
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23,004
Adjustment (a) (89)
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Adjusted $22,915
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COST OF SALES, OTHER COSTS AND EXPENSES:
Lockheed $12,275
Martin Marietta 8,896
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21,171
Adjustment (a) (89)
Adjustment (b) 108
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Adjusted $21,190
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TAXES ON INCOME:
Lockheed $ 250
Martin Marietta 436
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686
Adjustment (b) (60)
Adjustment (c) (28)
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Adjusted $ 598
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(a) Pro forma adjustments have been recorded to eliminate intercompany sales
and cost of sales for the fiscal year ended December 1994. No adjustments
have been made to eliminate the related intercompany profit in ending
inventories and the net intercompany receivables and payables as of and for
the fiscal year ended December 1994 as such amounts are not material.
(b) Adjustments have been made to conform Lockheed's method of accounting for
timing differences in cost recognition between Statement of Financial
Accounting Standards No. 87, "Employers' Accounting for Pensions", and
applicable government contract accounting principles consistent with Martin
Marietta, and to conform Martin Marietta's to Lockheed's classification of
state income tax expenses as an element of general and administrative
costs.
(c) Adjustments have been made to record the tax effect, using the applicable
federal statutory rate for 1994, on the net pro forma adjustments.
(d) Adjustments have been made to reflect the exchange ratios, described in
Note 2 above, and the elimination of Treasury Shares in accordance with the
Maryland General Corporation Law.
5. COMPUTATION OF PRO FORMA EARNINGS AND CASH DIVIDENDS PER COMMON SHARE
Fiscal Year Ended
December 1994
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(In millions, except per share data)
ASSUMING NO DILUTION
- --------------------
Net earnings $1,061
Less: Preferred stock dividends (60)
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Net earnings attributable to common stock $1,001
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Weighted average number of common shares 200
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Earnings per share $5.01
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ASSUMING FULL DILUTION
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Net earnings $1,061
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Weighted average number of common shares 200
Assumed conversion of Series A Preferred Stock 29
Dilutive effect of stock options (Treas. stock method) 1
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230
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Earnings per share $4.61
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CASH DIVIDENDS PER COMMON SHARE $1.16
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