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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2023
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland | 1-11437 | 52-1893632 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | | Identification No.) |
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6801 Rockledge Drive | | |
Bethesda, | Maryland | | 20817 |
(Address of principal executive offices) | | (Zip Code) |
(301) 897-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $1 par value | LMT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
Effective August 24, 2023, Lockheed Martin Corporation (the “Company”) entered into an Extension Agreement (the “Amendment”) to its $3.0 billion Revolving Credit Agreement, dated as of August 24, 2022, among the Company, as borrower, the lenders listed therein (the “Lenders”), JPMorgan Chase Bank, N.A., as syndication agent, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd. and Wells Fargo Bank, National Association, as documentation agents, and Bank of America, N.A., as administrative agent (the “Credit Agreement”). The Amendment extends the maturity date of the Credit Agreement by one year from August 24, 2027 to August 24, 2028. All other terms and conditions of the Credit Agreement remain in full force and effect. The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In the ordinary course of their respective businesses, one or more of the Lenders, or their affiliates, have or may have various relationships with the Company and the Company’s subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, trust or agency, foreign exchange, advisory or other financial services, for which they received, or will receive, customary fees and expenses.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
10.1 | | |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Lockheed Martin Corporation | |
| | (Registrant) | |
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Date: August 24, 2023 | By: | /s/ John E. Stevens | |
| | John E. Stevens | |
| | Vice President and Associate General Counsel | |
DocumentEXTENSION AGREEMENT
FOR LOCKHEED MARTIN CORPORATION
REVOLVING CREDIT AGREEMENT
August 24, 2023
Bank of America, N.A.,
as Administrative Agent
under the Revolving Credit Agreement
referred to below
Ladies and Gentlemen:
Reference is made to the Revolving Credit Agreement dated as of August 24, 2022 (as amended from time to time, the “Revolving Credit Agreement”) among Lockheed Martin Corporation (the “Company”), the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Syndication Agent, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents, and Bank of America, N.A., as Administrative Agent. Terms defined in the Revolving Credit Agreement and not otherwise defined herein are used herein with the same meaning.
Each of the undersigned Lenders (each, an “Extending Lender”) hereby agrees to extend, effective as of August 24, 2023 (the “Extension Agreement Effective Date”), the Commitment Termination Date under the Revolving Credit Agreement from August 24, 2027 to August 24, 2028.
This Extension Agreement shall become effective on the Extension Agreement Effective Date upon receipt by the Syndication Agent of counterparts hereof signed by the Company, the Administrative Agent and Lenders comprising the Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, facsimile transmission, electronic communication, pursuant to procedures acceptable to the Syndication Agent, or other written confirmation from such party of execution of a counterpart hereof by such party).
This Extension Agreement shall be construed in accordance with and governed by the laws of the State of New York.
[Remainder of Page Intentionally Left Blank]
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JPMORGAN CHASE BANK, N.A. |
By: |
/s/ Marlon Mathews |
Name: Marlon Mathews |
Title: Executive Director |
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BANK OF AMERICA, N.A. |
By: |
/s/ Prathamesh Kshirsagar |
Name: Prathamesh Kshirsagar |
Title: Director |
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CITIBANK, N.A. |
By: |
/s/ Susan Olsen |
Name: Susan Olsen |
Title: Vice President |
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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK |
By: |
/s/ Paul Arens |
Name: Paul Arens |
Title: Director |
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By: |
/s/ Jill Wong |
Name: Jill Wong |
Title: Director |
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MIZUHO BANK, LTD. |
By: |
/s/ Donna DeMagistris |
Name: Donna DeMagistris |
Title: Executive Director |
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WELLS FARGO BANK, NATIONAL ASSOCIATION |
By: |
/s/ Adam Spreyer |
Name: Adam Spreyer |
Title: Director |
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BARCLAYS BANK PLC |
By: |
/s/ Charlene Saldanha |
Name: Charlene Saldanha |
Title: Vice President |
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GOLDMAN SACHS BANK USA |
By: |
/s/ Jonathan Dworkin |
Name: Jonathan Dworkin |
Title: Authorized Signatory |
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ROYAL BANK OF CANADA |
By: |
/s/ Nikhil Madhok |
Name: Nikhil Madhok |
Title: Authorized Signatory |
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SUMITOMO MITSUI BANKING CORPORATION |
By: |
/s/ Minxiao Tian |
Name: Minxiao Tian |
Title: Director |
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THE TORONTO-DOMINION BANK, NEW YORK BRANCH |
By: |
/s/ David Perlman |
Name: David Perlman |
Title: Authorized Signatory |
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THE BANK OF NEW YORK MELLON |
By: |
/s/ Thomas J. Tarasovich, Jr. |
Name: Thomas J. Tarasovich, Jr. |
Title: Senior Vice President |
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UNICREDIT BANK AG, NEW YORK BRANCH |
By: |
/s/ Douglas V. Riahi |
Name: Douglas Riahi |
Title: Managing Director |
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By: |
/s/ Peter Daugavietis |
Name: Peter Daugavietis |
Title: Director |
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U.S. BANK NATIONAL ASSOCIATION |
By: |
/s/ Ken Gorski |
Name: Ken Gorski |
Title: Vice President |
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LLOYDS BANK PLC |
By: |
/s/ Joseph Jeffers |
Name: Joseph Jeffers |
Title: Relationship Director |
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MORGAN STANLEY BANK, N.A. |
By: |
/s/ Michael King |
Name: Michael King |
Title: Authorized Signatory |
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MUFG BANK, LTD. |
By: |
/s/ Victor Pierzchalski |
Name: Victor Pierzchalski |
Title: Authorized Signatory |
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PNC BANK NATIONAL ASSOCIATION |
By: |
/s/ Eric H. Williams |
Name: Eric H. Williams |
Title: Senior Vice President |
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AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED |
By: |
/s/ Wendy Tso |
Name: Wendy Tso |
Title: Director |
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FIFTH THIRD BANK, NATIONAL ASSOCIATION |
By: |
/s/ Lindsay Bossong |
Name: Lindsey Bossong |
Title: Director |
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RIYAD BANK, HOUSTON AGENCY |
By: |
/s/ Chris Chambers |
Name: Chris Chambers |
Title: General Manager |
By: |
/s/ Roxanne Crawford |
Name: Roxanne Crawford |
Title: Vice President, Administrative Officer |
Agreed and accepted:
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LOCKHEED MARTIN CORPORATION |
By: | /s/ Evan T. Scott |
Name: Evan T. Scott |
Title: Vice President and Treasurer |
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BANK OF AMERICA, N.A., as Administrative Agent |
By: | /s/ Kyle D Harding |
Name: Kyle D Harding |
Title: Vice President |