8-K

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) – April 27, 2007

LOCKHEED MARTIN CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	1-11437	52-1893632
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 8.01. Other Events.

Lockheed Martin Corporation proposes to amend two internal corporate policy statements (CPS-704 and CPS-730), related to international consultants and procedures for complying with the Foreign Corrupt Practices Act (“FCPA”), effective as of May 7, 2007. This is a routine amendment to update the Corporation’s internal procedures for FCPA compliance.

In 1976, Lockheed Corporation (then known as Lockheed Aircraft Corporation) agreed to a consent order with the Securities Exchange Commission in which it, among other things, agreed to file a Current Report on Form 8-K at least 10 days prior to the proposed effectiveness of any amendment to its policy statement and procedures for complying with the Foreign Corrupt Practices Act. Consistent with past practice, Lockheed Martin is filing this Current Report on Form 8-K on behalf of its former subsidiary, Lockheed Corporation, and has included as exhibits to this filing CPS-704 and CPS-730, as proposed to be amended effective as of May 7, 2007.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	CPS-704 International Consultants
99.2	CPS-730 Compliance with the Foreign Corrupt Practices Act

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOCKHEED MARTIN CORPORATION

/s/ David A. Dedman

David A. Dedman

Vice President and Associate General Counsel

April 27, 2007

EX-99.1

Exhibit 99.1

Corporate Headquarters

Corporate Policy Statement CPS-704

Revision No: 3

Effective:

Copyright 2007 Lockheed Martin Corporation

Current policies and procedures are on the Lockheed Martin Intranet

International Consultants

Compliance | Obtaining Consultant Services | Terms of Agreement | Amendments and Renewals | Extensions to Agreement Term | Payment of Fees and Expenses | Administration | Violations | General Applicability Statement

1.0 Policy

It is Lockheed Martin policy to contract for international consultants in writing on a selective basis and only after determining that the special expertise needed is not available within the Corporation.

2.0 Applicability

2.1 This policy applies to the acquisition of international consultant services by Lockheed Martin Corporation and its wholly owned subsidiaries. With respect to entities controlled (but not wholly owned) by the Corporation (normally an ownership interest in excess of 50%), the corporate VP & Associate General Counsel-International must ensure that policies substantially similar to this policy are adopted. With respect to entities in which the Corporation has a substantial (but not controlling) ownership interest (i.e., 20%-50%), the corporate VP & Associate General Counsel-International must ensure that such entities have adopted appropriate controls and are taking the steps necessary to effect compliance with the key requirements of this policy by all of their officers, employees, and consultants.

2.2 The following services are not international consultant services and are not covered by this policy:

• Domestic business development consultant services, which must be retained in accordance with CPS-703, Domestic Business Development Consultants. Services meeting the criteria of both CPS-703 and CPS-704 must be retained under separate domestic and international consultant agreements.

• Services provided on a temporary basis to supplement in-house skills, which must be acquired in accordance with normal procurement procedures. Examples of services provided on a temporary basis are clerical, administrative, and housekeeping services; facilities and grounds maintenance; and equipment servicing.

• Services requiring professional qualifications, such as certified public accountants, attorneys, architects, registered engineers, plant physicians, and nurses, which must be acquired in accordance with normal procurement and other applicable procedures. Legal services must be contracted for in accordance with CPS-701, Performance of Legal Activities. Purchases of outside accounting and related services, and all consulting services from Lockheed Martin’s independent accountants, must be contracted for in accordance with CPS-419, Control of Accounting Operations, and Controller’s Manual Statement CMS-010, Purchase of Accounting and Related Services.

• Proposal or contract support services under a services contract or services subcontract, including without limitation post-award services (collectively, “services contract”). Such a services contract always must include a written statement of work whose achievement can be objectively verified in terms of a tangible delivered work product such as a product or component design, a technical proposal, editing or artwork, or other technical service.

Note: A services contract may not be entered into for the purpose of obtaining consultant services. A services contract must not be entered into with a person or firm that is, or within the five years prior to the effective date of the services contract was, a consultant for any Lockheed Martin entity, unless prior written approval is obtained from the Consultant Review Board (CRB) or Consultant Review Committee (CRC) for services contracts that exceed the thresholds in the CRB/CRC Guidelines, or from the corporate VP & Associate General Counsel-International, for services contracts under the CRB/CRC thresholds.

3.0 Definitions

CRB—The group responsible for reviewing and approving proposed consultant arrangements that exceed certain thresholds in the CRB/CRC Guidelines. Members are the corporate SVP Corporate Communications, the corporate VP & Controller, the corporate VP & Treasurer, and the corporate VP & Associate General Counsel-Litigation & Compliance. A quorum is three of the four CRB members. The Senior Manager Corporate Consultant Services (CCS) serves as a nonvoting Executive Director.

CRC—The group responsible for reviewing and approving proposed consultant arrangements that exceed certain thresholds in the CRB/CRC Guidelines, approving corporate policies and procedures pertaining to international consultants; approving standard terms and conditions for use in all Lockheed Martin International Consultant agreements; and establishing the CRB and CRC review thresholds. Members are the corporate EVP & Chief Financial Officer, corporate SVP & General Counsel, and corporate SVP Business Development. A business area EVP participates on a rotating, non-conflict basis.

Convicted—As used in this policy (including the forms linked to this policy), means a finding of guilt in any court or by any judicial body, or any of the following pleas or dispositions: plea of “guilty,” “no contest,” or “nolo contendere”; the imposition of a

sentence; or any criminal charge disposed of via deferred adjudication, probation, or agreement of any kind where the sentence is withheld or suspended pending the satisfaction of some condition (such as good behavior, community service, counseling, completion of a class, rehabilitation or other course of treatment).

Firm—A corporation, partnership, joint venture, or any other business entity.

Government Official—An officer or employee of a government or a government department, agency, or “instrumentality” (as that term is defined in CPS-730, Compliance with the Foreign Corrupt Practices Act); or a person acting in an official capacity for a government or a government department, agency, or instrumentality; or an official, employee, or person acting on behalf of a public international organization.

International Consultant—A person or firm possessing special knowledge, expertise, skill, training, or operational experience. The capabilities possessed by a consultant generally are not available within the Corporation. As used in this policy, “international consultant,” or “consultant” includes any representative, distributor, reseller, consultant, broker, or any other person or firm by whatever name known, of U.S. or any other nationality, who has or is likely to have contact with a foreign (non-U.S.) customer (including contact in the U.S.) and is retained to provide services directly related to obtaining, retaining, or facilitating business or business opportunities, in or with any foreign country or foreign firm by (a) advising Lockheed Martin management in connection with business development, acquisition, or retention in such environment; or (b) representing Lockheed Martin in connection with sales efforts involving foreign customers, foreign firms, or foreign governments, except as specifically excluded in paragraph 2.2. This definition includes offset brokers unless such brokers will not have contact with foreign customers and have offset credits immediately available for procurement. See CPS-603, Offset/Countertrade Commitments.

Note: In any instance where it is not clear whether a person or firm is a consultant, the matter must be referred to the element’s Legal Counsel or the corporate VP & Associate General Counsel-International for resolution.

4.0 Compliance

4.1 All international consultants must comply with the laws and regulations of the foreign countries in which they operate (except to the extent inconsistent with U.S. law) and the laws and regulations of the United States, particularly the Foreign Corrupt Practices Act (FCPA) (see CPS-730); the Consent Decree dated April 13, 1976 between Lockheed Corporation and the Securities and Exchange Commission; and the Consent Order dated June 23, 1978 between Lockheed Corporation and the Federal Trade Commission. Any real or apparent inconsistency between U.S. and foreign law must be referred to the corporate VP & Associate General Counsel-International for resolution.

4.2 Lockheed Martin will contractually require its consultants to be bound by the applicable provisions of its Code of Ethics and Business Conduct, Setting the Standard (the “Code”).

4.3 The use of a person or firm who has been convicted of a felony offense, or who is debarred, suspended, proposed for debarment, or otherwise ineligible for government procurement programs, may affect Lockheed Martin’s present responsibility in connection with government contracts and impair its ability to defend against certain types of legal actions. In most cases a person or firm who has been charged with or convicted of a felony offense in any jurisdiction or country, or who is presently listed by any government agency as debarred, suspended, proposed for debarment, or otherwise ineligible for government procurement programs, will not be retained as an international consultant. The element’s senior executive may authorize an exception following consultation with the corporate VP & Associate General Counsel-International.

4.4 No payments to or agreements with any consultant will be made in violation of U.S. law, the law of the applicable foreign country, or the Code.

4.5 No consultant will be a government official or an official of a political party or a candidate for political office, except with the written approval of the corporate VP & Associate General Counsel-International. This restriction applies to the owners, principal shareholders, officers, and active representatives of a consultant organization, or anyone receiving compensation from a consultant organization.

4.6 No consultant will be an officer, director, employee, or “affiliate” (as that term is defined under the Securities Act of 1933) of any customer, unless such dual activity is permissible in the country involved and is approved in writing by the chief executive officer of such customer. The Senior Manager CCS must maintain such written approval. This restriction applies to the owners, principal shareholders, officers, and active representatives of a consultant organization, or anyone receiving compensation from a consultant organization.

4.7 No payment will be made and no other thing of value will be given to any consultant if there is reason to believe that, in connection with the consultant’s performance under its agreement with Lockheed Martin or on Lockheed Martin’s behalf, all or any portion of the payment or other thing of value will be offered, given or promised, directly or indirectly, to any government official, political party, official of a political party, or candidate for political office. This restriction does not apply to:

• Reasonable provision for facilitating or expediting payments of money, gifts, or other things of value to government officials (except for U.S. federal, state, or local officials) whose duties are essentially non-discretionary or clerical, where such payments or gifts are necessary to ensure or expedite performance of the official’s duties (e.g., as specified in the FCPA, facilitating or expediting payments for routine governmental actions such as payments for expediting

shipments through Customs or overseas phone calls, or to ensure police protection or mail delivery) and are not for the purpose of obtaining or retaining business for Lockheed Martin or directing business to any person. Such facilitating or expediting payments are strongly discouraged and may be made only when necessary to secure adequate performance of a service or action that Lockheed Martin is entitled to have performed in any case and that is necessary to the conduct of its business and when the conditions in the Operational Directions section of CPS-730 have been satisfied. This requires the prior approval of the element’s Legal Counsel or the corporate VP & Associate General Counsel-International, except in exigent or urgent circumstances in accordance with the procedures in the Operational Directions section of CPS-730.

• Furnishing meals, refreshments, entertainment, or transportation of reasonable value, or furnishing pictures, models of Lockheed Martin products of little or no intrinsic value, or other items of small dollar value marked with the Lockheed Martin logo that are distributed for advertising or commemorative purposes, when the conditions in the Hospitality Guidelines section of CPS-730 have been satisfied.

5.0 Obtaining Consultant Services

5.1 No work for Lockheed Martin will be done by and no payments will be made to any international consultant until a written agreement, approved as provided in this policy, has been executed by both parties. See CMS-550, Accounting for Consultant Commissions and Other Costs, for appropriate accounting policy and procedures.

5.2 Legal Counsel of the element desiring to retain the prospective consultant, with corporate Legal, is responsible for determining the legality of contracting with the prospective consultant.

5.3 The requester also must coordinate with the Senior Manager CCS to determine whether the proposed consultant is already under agreement with the Corporation.

5.4 The actions required for the initial appointment or renewal of an international consultant are provided below. Actions that are optional for renewal of a consultant are marked with an asterisk (*).

Note: The International Consultant Administration Manual, maintained by CCS, contains forms and other information used to implement this policy. If different versions of a form are available, select the version that applies to the type of consultant services being obtained. Direct questions about form selection to CCS.

Step	Action	Responsible
1.	At least 90 calendar days before the desired appointment or renewal date, send the following documents to the proposed consultant: •     Application for International Consultant Appointment (the “Application”) •     Disclaimer Letter (required for new agreements and in all cases when territory or product will be added)* •     The Code (in the native language of the consultant when available)* •     Letter of Appointment (optional for new agreements and renewals)* •     Conflict of Interest Staffing Forms (as required by CPS-523, Employing or Acquiring the Services of Current or Former U.S. Military Personnel and Federal Government Employees)* •     International Consultant Agreement (the “Agreement”), in generic form, clearly marked as a draft, for information only*.	Requester
2.	Completes and returns to the requester: •     Application •     Disclaimer Letter (when applicable)* •     Conflict of Interest Staffing Form (when applicable)* •     Code Acknowledgment Card*. Note: The requester should ensure that the consultant agrees with the key provisions of the proposed Agreement, including term, territory, product/service coverage, and compensation.	Consultant
3.	Review the General Services Administration’s Excluded Parties List System and the consultant’s responses on the Application. If the consultant is debarred or suspended from government contracting or has been notified that such action is pending, has been charged with or convicted of a felony offense in any jurisdiction or country, or has any unresolved criminal charges currently pending that have not yet been adjudicated or dispositioned, contact the element’s Legal Counsel and comply with paragraph 4.3.	Requester
4.	Prepare the appropriate Regional President’s Recommendation and send it to the CCS Regional Manager for coordination with the relevant Regional President(s).	Requester
5.	If the services will involve or affect offset/countertrade agreements, have the Director Industrial Participation sign the Regional President’s Recommendation, verifying that the proposed arrangement would comply with CPS-603. Note: This signature may be obtained before or after the Regional President’s review.	CCS Regional Manager

6.	Perform a preliminary due diligence: •     Meet with the consultant. Visit the consultant’s offices in the country where the services will be performed*. •     If the consultant will be based outside the U.S., obtain one of the following from the U.S. Embassy in the country where the services will be performed: the U.S. Embassy’s evaluation of the consultant or an International Company Profile (ICP).	Regional President or designee
7.	Review, complete, and sign the Regional President’s Recommendation, ensuring that it fully justifies the retainer or commission recommended. Send the Regional President’s Recommendation, embassy evaluation or ICP (when applicable), and any other relevant information to the requester via the CCS Regional Manager.	Regional President
8.	Prepare an approval package consisting of the following documents and send it to the element’s Legal Counsel: •     International Consultant Approval (the “Approval”) completed through the Requester’s signature •     Application •     Disclaimer Letter (when applicable)* •     Regional President’s Recommendation •     Embassy evaluation or ICP (when applicable) •     Conflict of Interest Staffing Form (when applicable)* •     Code Acknowledgment Card* •     Other relevant information.	Requester
9.	Review the approval package and preliminary due diligence for legal sufficiency.	Element Legal
10.	Obtain a legal opinion from competent outside counsel addressing the following questions, or use existing legal opinions that are applicable and current (less than two years old): •     Does the proposed Agreement, including the proposed consultant activities, comply with local law? •     Does the compensation to be paid comply with local law and (if outside counsel is willing to so opine) seem reasonable and not excessive? •     Does the proposed relationship with the consultant give rise to concerns under local anti-bribery statutes and the FCPA? •     Could the proposed consultant be considered a government official in the territory?	Element Legal

11.*	Check and document in writing the references listed by the consultant.	Element Legal
12.	If the consultant currently is providing a supplier, customer, or competitor of Lockheed Martin services similar to those proposed to be provided to Lockheed Martin, or has provided such services during the previous 12 months, ensure compliance with CPS-712, Conflict of Interest.	Element Legal
13.	If the consultant has an Organizational Conflict of Interest restriction that may limit his or her future job assignments, ensure compliance with CPS-034, Organizational Conflict of Interest.	Element Legal
14.*	If the consultant is a former U.S. government employee or employs former U.S. government employees who will work under the Agreement, ensure compliance with CPS-523.	Element Legal
15.*	If the consultant is a former Lockheed Martin employee, have the element’s senior Human Resources executive or designee sign the Approval, verifying that there is no potential for improper employment practice and that the proposed retention of services would comply with CPS-524, Reemploying or Obtaining the Services of Retired Salaried Personnel.	Requester
16.	Have the element’s senior executive or designee sign the Approval. Send the approval package including the following documents to CCS: •     Approval •     Application •     Input from references* •     Disclaimer Letter (when applicable)* •     Regional President’s Recommendation •     Embassy evaluation or ICP (when applicable) •     Conflict of Interest Staffing Form (when applicable)* •     Code Acknowledgment Card* •     Legal opinion from outside counsel •     Other relevant information.	Requester
17.	Check the approval package for completeness and clarity. Prepare an Agreement (or amendment), and an approval sheet to collect the required corporate signatures, and add them to the approval package. Note: All Agreements must be written in the name of Lockheed Martin Overseas Corporation (LMOC).	CCS

18.	Send the approval package to the corporate SVP Washington Operations or designee (if the consultant will interface with Lockheed Martin’s Washington DC-based customer community as described in CPS-045, Washington Operations) and the corporate VP & Treasurer or designee (if the consultant will provide customer financing). Have them sign the approval sheet when applicable.	CCS
19.	Send the approval package to the corporate VP & Associate General Counsel-International.	CCS
20.	Review the approval package to ensure its legal adequacy and the absence of “red flags” or legal concerns. Investigate and resolve any red flags or concerns.	Corp VP & Assoc General Counsel-Intl
21.	With requesting element Legal, complete the due diligence background check on the proposed consultant: •     Review the legal opinion from outside counsel to confirm that the Agreement with the consultant is lawful and the proposed level of compensation is reasonable, given the expected norms for the product and country. •     Review the relevant corporate policies and procedures to confirm that retention of the consultant would comply with corporate direction. •     Review legal compliance to confirm that retention of the consultant would be consistent with the FCPA and other applicable U.S. and local legal requirements, including disclosure requirements such as those in Part 130 of the International Traffic In Arms Regulations (ITAR). •     Evaluate the character of the consultant to confirm that he or she appears to be of high integrity and is likely to comply with the FCPA, other applicable U.S. and foreign legal requirements, and the Code. The evaluation must include a personal interview with and briefing of the consultant to ensure that the consultant fully understands and agrees to comply with the FCPA, other applicable U.S. and foreign legal requirements, and the Code. At the conclusion of the briefing, have the consultant sign a Compliance Acknowledgment with respect to such requirements. •     Review Lockheed Martin’s standard terms and conditions with the consultant, including contract negotiation, if required.	Corp VP & Assoc General Counsel-Intl
22.	Upon satisfactory completion of the due diligence, sign the approval sheet, add the Compliance Acknowledgment and copy of the due diligence interview notes to the approval package, and return the approval package to CCS.	Corp VP & Assoc General Counsel-Intl

23.	Finalize the approval package including the following documents: •     Approval and approval sheet •     Application •     Input from references* •     Agreement •     Compliance Acknowledgment •     Disclaimer Letter (when applicable)* •     Regional President’s Recommendation •     Due diligence interview notes •     Embassy evaluation or ICP (when applicable) •     Conflict of Interest Staffing Form (when applicable)* •     Code Acknowledgment Card* •     Legal opinion from outside counsel •     Other relevant information.	CCS
24.	Send the approval package to the corporate VP Business Development Operations and the corporate SVP Business Development (or their designees). Have them sign the approval sheet.	CCS
25.	If the Agreement exceeds the thresholds in the CRB/CRC Guidelines, submit the Agreement for CRB or CRC approval as required. Note: The corporate VP & Associate General Counsel-International or corporate VP Business Development Operations may refer any proposed Agreement (including those under the CRB/CRC thresholds) for CRB/CRC review for any reason. The CRB Executive Director must notify the appropriate business area VP & General Counsel of any proposed Agreement that will be submitted to the CRB/CRC.	CRB Executive Director
26.	Forward the Agreement to the proposed consultant for signature and, upon return, to the LMOC President or delegatee for execution. Note: For amendments (see section 7.0), the LMOC President or delegatee may sign first.	CCS
27.	Notify the agreement monitor of his or her duties and responsibilities and provide a copy of the Agreement Monitor Guidelines.	Corp SVP Business Devt or designee

6.0 Terms of Agreement

Statement of Work and Agreement Monitor

6.1 The Agreement must set forth a precise statement of work, including deliverable items such as documented analyses, reports, or other materials. The Agreement must name the Lockheed Martin employee who has been designated by the element to serve as the agreement monitor. Additional information such as specific product/service coverage or special requirements or limitations may be included when desired or necessary.

Consultant Compensation

6.2 Compensation for services to be performed by the consultant must be reasonable and consistent with compensation for similar work within the industry or field of technology in the country where the services are to be performed and must be permissible under local law. The total corporate commitment for retainer fees or commissions to any person or firm for consulting services must be approved in accordance with the CRB/CRC Guidelines.

6.3 “Disguised commission” arrangements designed to circumvent local laws, regulations, administrative requirements, or Lockheed Martin policies and procedures are prohibited. Such a prohibited disguised commission arrangement involves an agreement to pay a consultant a commission or success fee amount over time in the guise of periodic retainer payments for ongoing services.

Consultant Expense Reimbursement

6.4 The Agreement must require that the agreement monitor personally approve in writing in advance any extraordinary expenditures, such as travel by the consultant to a facility in the U.S. The consultant’s travel and subsistence expense records must be documented with an explanation of each trip’s purpose and itinerary with preapproval of any extraordinary expenditures. Reimbursement for domestic air and rail travel is limited to economy coach accommodations. Reimbursement for international air travel is limited to business class. The consultant must attach receipts for such expenditures to invoices in a form satisfactory to the agreement monitor and the LMOC Controller.

6.5 The consultant must strictly observe prohibitions relating to the entertainment of military and government officials and the giving of anything of value to such officials, under applicable country law, the Hospitality Guidelines section of CPS-730, and the Hospitality Rules for Foreign Officials published by the corporate VP & Associate General Counsel-International.

Ethics

6.6 The Agreement must specify that by execution of the Agreement the consultant warrants that the consultant has received a copy of, and will comply with, the Code.

Duration of Agreement and Expiration or Termination

6.7 The Agreement must state its duration in terms of a commencement date and an ending date, for a term not to exceed two years, unless otherwise approved by the CRC or CRB.

6.8 The Agreement must contain a clause permitting Lockheed Martin to terminate the Agreement without cause and with 60 days or less notice, and limit Lockheed Martin’s liability to fees earned and expenses incurred to the date of termination.

6.9 The Agreement must specify that it will terminate immediately and all payments that are due or have been made under the Agreement will be forfeited if, in the rendering of services, illegal payments are made, or any part of the fee or expenses payable under the Agreement is used for an illegal purpose, or paid to a third party with the knowledge that the money will be used for an illegal purpose, or conduct is engaged in that violates foreign law or U.S. law, including specifically the FCPA, the ITAR and Export Administration Regulations (EAR), and the U.S. antiboycott laws. See CPS-729, Compliance with United States Antiboycott Laws. Upon execution of the Agreement the consultant must furnish representations and warranties that:

• no payments or gifts have been or will be made, offered, or promised to improperly influence foreign officials;

• no foreign official has any legal or beneficial interest in such business or in any commission or payment Lockheed Martin makes;

• the consultant will disclose to Lockheed Martin any payment of, or offer to pay, political contributions, fees, or commissions pursuant to Part 130.12 of the ITAR; and

• the consultant is fully qualified to assist Lockheed Martin under U.S. and applicable foreign law and has complied with any registration and licensing requirements.

6.10 Breach of any warranty or representation will be cause for immediate termination of the Agreement.

Independent Contractor

6.11 The Agreement must specify that the consultant is an independent contractor and is prohibited from making any binding commitments on behalf of Lockheed Martin.

Consultant Certifications

6.12 The Agreement must include a clause to the effect that the consultant has not been convicted of, or within the past five years charged with, any felony offense in any jurisdiction or country, and is not presently listed by any government agency as debarred, suspended, proposed for debarment, or otherwise ineligible for government procurement programs. If the consultant is a firm, the representations and certifications will apply to the individuals who will be performing the consulting services and to the principal officers and owners of the firm.

6.13 The Agreement must include a clause where the consultant agrees that in performance of the Agreement he or she will comply with the applicable laws and regulations of the U.S. and the Territory (except to the extent inconsistent with U.S. laws and regulations), and will not make or permit to be made or knowingly allow a third party to make any improper payments, or to perform an unlawful act. To that end, the consultant must execute the Consultant Certifications attached to the Agreement, and agree to furnish further certifications as required. Failure or refusal to promptly furnish any required certificate or disclosure upon request from Lockheed Martin will be cause for immediate termination of the Agreement.

6.14 The Agreement may include other terms and conditions that are required and approved by the corporate VP & Associate General Counsel-International or the element’s Legal Counsel.

7.0 Amendments and Renewals

7.1 The requester must contact CCS to discuss any proposed change to the Agreement. A minor change, such as removal of a country from the territory, removal of a product from the product list, or a change in product name with no potential financial impact—as determined by CCS in consultation with the corporate VP & Associate General Counsel-International as necessary—will be documented by written amendment, signed by the consultant and LMOC. Agreement Monitor changes will be handled as a written notice issued by CCS. Any other change will be processed as a renewal in accordance with section 5.0.

7.2 If the Agreement will be amended or renewed, the agreement monitor must ensure that the process is initiated in a timely manner to avoid the possibility of the consultant having to stop work until the amendment or renewal is finalized.

8.0 Extensions to Agreement Term

Except with the written approval of the corporate SVP & General Counsel or the corporate VP & Associate General Counsel-International, the Agreement term may be extended only once, for a period not to exceed 90 calendar days. The element’s Legal Counsel must direct the request for extension to CCS, which will issue an extension letter.

9.0 Payment of Fees and Expenses

The actions required for the authorization and payment of consulting fees, commissions, and/or reimbursable expenses are provided below. No element may make any payment to a consultant without prior LMOC authorization as described below.

Step	Action	Responsible
1.	Submits to the agreement monitor: •     International Invoice •     Required receipts •     Agreement monitor’s written preapproval of any extraordinary expenditures. See paragraph 6.4 •     International Consultant Activity Report (the “Activity Report”) correlating work product with payment requested. Even though activities may involve highly classified or highly sensitive matters, a meaningful non-classified Activity Report is required to substantiate payment. Note: For commission payments, an Activity Report is required for the initial International Invoice only. Subsequent commission payments for the same sale require an International Invoice only.	Consultant
2.	Review the submitted documentation to verify that services have been properly rendered, documented, and supported. For commission payments, also confirm in writing that Lockheed Martin has received payment (in the correct amount) from the customer. Upon satisfactory completion of these verifications, sign the Activity Report, signifying approval for payment, and provide all documentation to CCS.	Agreement Monitor, or person delegated invoice approval authority in writing
3.	Verify that the Activity Report and International Invoice bear the signature of the consultant and have agreement monitor approval, and that the name and address on the invoice, bank/wire transfer instructions, payment amount, and period of performance are consistent with the Agreement. Upon satisfactory completion of these verifications, authorize payment of the International Invoice.	CCS (on behalf of LMOC)
4.	Upon receipt of authorization from CCS, pay the consultant through the element’s normal disbursement channels. Note: All payments to a consultant must be made by check or wire transfer to an account in the name of the consultant in the country where a substantial portion of the related services are performed or the country from which the consultant normally conducts business, except where specifically approved in writing by the corporate VP & Associate General Counsel-International or the CRB or CRC.	Lockheed Martin element retaining the consultant services

10.0 Administration

10.1 The corporate VP Internal Audit must ensure that the international consultant review and approval process is audited at least annually.

10.2 At least annually, the Regional President, the agreement monitor, and the corporate SVP Washington Operations or designee (if the consultant has contact with Congress or the Washington DC-based Executive Branch) must complete an International Consultant Evaluation and submit it to the corporate SVP Business Development and the corporate VP & Associate General Counsel-International for review.

10.3 To the extent reasonably possible, the consultant will receive approximately one hour of training annually on the Code and associated business conduct policies, with a focus on international issues such as compliance with the FCPA, the ITAR and EAR, and the U.S. antiboycott laws. Training content will be determined by the corporate VP Ethics & Business Conduct in coordination with the corporate VP & Associate General Counsel-International, and provided by an authorized Lockheed Martin representative. Upon completion, the person providing the training must have the consultant sign the Code Acknowledgment Card and an International Consultant Ethics Training Acknowledgment. The agreement monitor must ensure that the signed Acknowledgment forms are provided to the Senior Manager CCS for placement in the consultant’s file.

Note: The biannual due diligence interview conducted by the corporate VP & Associate General Counsel-International fulfills the training requirement for the calendar year in which the due diligence was performed. The International Consultant Ethics Training Acknowledgment and Code Acknowledgment Card are not required.

10.4 If the Code is substantially revised at any time during the term of the Agreement, a copy of the revised Code must be furnished to the consultant.

10.5 The following documents must be retained for six years from the date of final payment under the Agreement or until audit activities are completed, whichever is later:

• The Senior Manager CCS must retain the signed original Agreement, amendments, certifications, acknowledgments, disclosures, and other forms.

• The Lockheed Martin element retaining the consultant services must retain consultant payment information, invoices, and supporting documents.

• The agreement monitor must retain consultant work product, including reports, presentations, and related documents.

10.6 It is the continuing responsibility of the agreement monitor to be aware of all Agreement terms and conditions (including the stated expiration date of the Agreement), and all applicable provisions of this policy.

11.0 Violations

Any violation of this policy will result in disciplinary action, up to and including termination from employment.

EX-99.2

Exhibit 99.2

Corporate Headquarters

Corporate Policy Statement CPS-730

Revision: 3

Effective:

Copyright 2007 Lockheed Martin Corporation

Current policies and procedures are on the Lockheed Martin Intranet

Compliance with the Foreign Corrupt Practices Act

Introduction/Responsibilities | Description of the FCPA | Operational Directions | Financial and Accounting Directions | Hospitality Guidelines | Form C-730-1, Internal Certification to the VP & Controller—Compliance with the FCPA | General Applicability Statement

1.0 Policy

1.1 Lockheed Martin Corporation will conduct every international business transaction with integrity, regardless of differing local manners and traditions, and will comply with the laws and regulations of the United States, particularly the provisions of the Foreign Corrupt Practices Act (FCPA); the laws and regulations of each foreign country in which the Corporation operates, except to the extent inconsistent with U.S. law; the Consent Decree dated April 13, 1976, between Lockheed Corporation and the Securities and Exchange Commission; the Consent Order dated June 23, 1978, between Lockheed Corporation and the Federal Trade Commission; Lockheed Martin policies and procedures; and the Lockheed Martin Code of Ethics and Business Conduct, Setting the Standard.

1.2 Any real or apparent inconsistency between U.S. and foreign law must be referred to the corporate VP & Associate General Counsel-International for resolution.

2.0 Applicability

2.1 This policy applies to all officers and employees of the Corporation and its wholly owned subsidiaries within and outside the U.S. and, by written agreement flowing down all appropriate provisions, to any representative, distributor, reseller, consultant, broker, or any other person or firm by whatever name known, of U.S. or any other nationality, who has or is likely to have contact with a foreign (non-U.S.) customer (including contact in the U.S.) and is retained to provide services directly related to obtaining, retaining, or facilitating business or business opportunities, in or with any foreign country or foreign firm (“consultant”), as defined in CPS-704, International Consultants.

2.2 The corporate VP & Associate General Counsel-International must ensure that entities controlled (but not wholly owned) by the Corporation (normally an ownership interest over 50%) adopt policies substantially similar to this policy, and that entities in

which the Corporation has a substantial (but not controlling) ownership interest (i.e., 20%-50%), have adopted appropriate controls and are taking the steps necessary to effect compliance with the FCPA by all of their officers, employees, and consultants.

3.0 Introduction and Responsibilities

3.1 A brief description of the FCPA is in section 4.0. Operational directions designed to ensure that the Corporation and its personnel comply fully with both the spirit and the letter of the FCPA are in section 5.0. Instructions designed to ensure compliance with the financial and accounting provisions of the FCPA are in section 6.0. Form C-730-1 is an example of the Internal Certification to the VP & Controller—Compliance with the Foreign Corrupt Practices Act, which must be signed annually by the Responsible Officer (the individual in charge of the element). The Hospitality Guidelines in section 7.0 provide direction on furnishing hospitality to foreign officials.

3.2 It is the individual responsibility of each officer, employee, and consultant of the Corporation and its wholly owned subsidiaries, by action and supervision as well as continuous review, to ensure strict compliance with this policy. Any violation of this policy will result in disciplinary action, up to and including termination from employment.

3.3 Any officer or employee who suspects or becomes aware of any violation of this policy must immediately report the violation to the Responsible Officer. A consultant who suspects or becomes aware of a violation must immediately inform the agreement monitor (designated in the consultant agreement), who must immediately report the violation to the Responsible Officer. The Responsible Officer, upon receiving any such report, must immediately inform the element’s Legal Counsel, who will cause an investigation to be conducted. The Responsible Officer also must report the violation in writing to the corporate VP & Associate General Counsel-International. Alternatively, any officer, employee, or consultant who suspects or becomes aware of any violation of this policy may report it directly to the corporate VP Ethics & Business Conduct or the element’s ethics officer (anonymously, if desired), or the corporate VP & Associate General Counsel-International.

3.4 The corporate VP & Associate General Counsel-International is responsible for giving advice on the interpretation and application of the FCPA and this policy and helping the business area VPs & General Counsels and EVPs ensure that the affected personnel are fully informed of the prohibitions of the FCPA and the requirements of this policy.

3.5 Each business area VP & General Counsel and EVP is responsible for ensuring that all affected business area personnel are fully informed of the prohibitions of the FCPA and the requirements of this policy, and for adopting and enforcing appropriate controls and taking the steps necessary to effect compliance with this policy by all officers, employees, and consultants in the business area.

3.6 Prior to acquiring an ownership interest of 20% or more in an entity, the corporate SVP Strategic Development (for corporate acquisitions) or the business area EVPs or designees (for other acquisitions, including interest in joint ventures) must ensure that the corporate VP & Associate General Counsel-International is advised of the controls that will be implemented to ensure compliance with this policy.

4.0 Description of the Foreign Corrupt Practices Act

Accounting and Recordkeeping Controls Requirements

4.1 The FCPA requires certain U.S. companies, including Lockheed Martin, to establish accounting and recordkeeping controls that will prevent the use of “slush funds” and “off-the-books” accounts which have been used in the past by some companies as a means of facilitating and concealing questionable foreign payments. In particular, the FCPA requires companies to establish and keep books, records, accounts, and controls that accurately and fairly reflect their transactions and disposition of their assets.

Anti-Bribery Provisions (Prohibitions)

4.2 The FCPA, as amended in 1998, prohibits U.S. persons (and non-U.S. persons while in the United States) from corruptly offering or giving money or anything of value, directly or indirectly through agents or intermediaries, to foreign officials to assist the U.S. (or non-U.S.) person in “obtaining or retaining business.” Specifically, the FCPA prohibits any act corruptly done in furtherance of an offer, payment, promise to pay, gift, promise to give, or authorization of the giving of “anything of value” to:

• any foreign official (see paragraph 4.12);

• any foreign political party or official of a foreign political party or any candidate for foreign political office;

• any person (including any consultant), while knowing (or being aware of a high probability) (see paragraph 4.14 for the FCPA’s knowledge standard) that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any foreign official, any foreign political party or official of a foreign political party, or any candidate for foreign political office for purposes of (a) influencing any act or decision in his, her, or its official capacity (or, if a foreign official, inducing him or her to do or omit to do any act in violation of that official’s lawful duty); (b) inducing him, her, or it to use his, her, or its influence with a foreign government or instrumentality of a foreign government to affect or influence any act or decision of such government or instrumentality; or (c) securing any improper advantage, such as obtaining a special tax exemption or operating permit for a factory which otherwise would not qualify;

to assist in obtaining or retaining business for or with, or directing business to, any person.

Limited Exceptions and Affirmative Defenses

4.3 The FCPA contains certain limited exceptions and affirmative defenses to the prohibitions in paragraph 4.2. These limited exceptions and affirmative defenses may not be used or relied upon except in accordance with the operational directions in section 5.0 of this policy.

Facilitating Payments

4.4 The prohibitions in paragraph 4.2 do not apply to any facilitating or expediting payment to any foreign official, political party, or party official, “the purpose of which is to expedite or secure performance of a routine governmental action.”

4.5 Examples of “routine governmental action(s)” include actions ordinarily and commonly performed by a foreign official in:

• obtaining permits, licenses, or other official documents to qualify a person to do business in a foreign country;

• processing governmental papers such as visas and work orders;

• providing police protection, mail pickup and delivery, or scheduling inspections associated with contract performance or inspections related to transit of goods across country;

• providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products or commodities from deterioration; and

• actions of a similar nature.

4.6 The term “routine governmental action” does not include any decision by a foreign official on whether, or on what terms, to award new business to or continue business with a particular party, or any action taken by a foreign official involved in the decision-making process to encourage a decision to award new business or to continue business with a particular party.

Affirmative Defenses

4.7 The FCPA also contains two affirmative defenses for (a) “reasonable and bona fide” expenditures, such as travel and lodging expenses, incurred by or on behalf of a foreign official, party, party official, or candidate that are directly related to the promotion, demonstration, or explanation of products or services or the execution or performance of a contract with a foreign government or agency of a foreign government; or (b) payments to foreign officials that are lawful under the written laws and regulations of the foreign official’s country.

Penalties—Fines and Imprisonment

4.8 The FCPA’s penalties for violation of the anti-bribery provisions include fines of up to $2,000,000 per violation for companies and fines of up to $100,000 and/or

imprisonment for up to five years per violation for individuals. The FCPA prohibits a company from reimbursing a director, officer, employee, or consultant for the amount of the fine involved. Individuals are subject to criminal liability under the FCPA regardless of whether the company has been found guilty or prosecuted for a violation.

Applicability

4.9 As amended in 1998, the jurisdictional reach of the FCPA extends to “any person,” including any foreign person or firm, that commits a prohibited act in the United States. The FCPA applies to foreign nationals, foreign corporations (including foreign subsidiaries of U.S. companies), and other foreign entities whose directors, officers, employees, or agents commit a corrupt act while in the United States.

4.10 The FCPA, as amended, also applies to U.S. nationals and U.S. companies that commit prohibited acts outside the United States, regardless of the use of any instrumentality of interstate commerce. A U.S. company may be held liable for the acts of its directors, officers, employees, or agents (including its foreign subsidiaries) outside the United States, regardless of the nationality of the person taking the action and regardless of the use of an instrumentality of interstate commerce.

4.11 A U.S. company may be held vicariously liable under the FCPA for the corrupt conduct of its foreign subsidiaries outside the United States if the U.S. company authorized or participated in the conduct. Any U.S. national who is a director, officer, employee, or agent of a foreign subsidiary also may be held liable under the FCPA for acts in furtherance of the bribery of a foreign official, whether or not such acts are performed within or outside the territory of the United States.

Key Terms

4.12 As used in this policy, “foreign official” means (a) any officer or employee of a foreign government, its armed forces, or any department, agency, or instrumentality of a foreign government; (b) any person acting in an official capacity for or on behalf of that government or department, agency, or instrumentality; or (c) any official, employee or person acting on behalf of a public international organization such as the World Bank or the European Community.

4.13 The prohibition against payments to foreign officials extends to the offering or giving of “anything of value” where the requisite criminal intent and business purpose are present. The thing of value given can be of any kind, not just money, and there is no minimum amount or threshold of value that must be exceeded before the gift becomes illegal.

4.14 The FCPA defines the degree of knowledge necessary for a violation. Under the FCPA, “knowing” conduct requires an awareness or a firm belief that the agent, representative, or other third party is making a corrupt payment, or a substantial certainty that this will occur. The FCPA knowledge standard also is met where there is awareness

of a high probability that the corrupt payment will be made, unless there is actual belief to the contrary. Willful ignorance (sticking one’s head in the sand) is not excused. There may be circumstances in which a director, officer, employee, or consultant of the Corporation becomes aware of facts which, while in and of themselves do not cause the individual either to know or believe that a foreign official will be the ultimate recipient of a bribe, should cause suspicion. In these circumstances, if the individual fails to take steps to allay that suspicion, he or she may risk prosecution under the FCPA, as the director, officer, employee, or consultant may be accused of having had the requisite knowledge for a violation.

4.15 Although the FCPA does not define “instrumentality” of a foreign government, the term should be construed to include entities that are wholly or partially owned by a foreign government, such as the Saudi Arabian Airlines Corporation (Saudia) or a specially chartered private corporation entrusted with quasi-governmental functions, as well as organizations such as ARABSAT, because the majority of the membership of those organizations is composed of foreign governments and quasi-governmental entities. An entity partially owned by a foreign government will be deemed to be an “instrumentality” for FCPA purposes under this policy when the foreign government holds the majority of the entity’s subscribed capital, controls the majority of the votes attached to the shares issued by the entity, or can appoint the majority of the entity’s administrative or managerial body or supervisory board. An entity also will be deemed to be an “instrumentality” under this policy where the foreign government has a significant ownership interest representing less than a majority but is the single largest shareholder, has the power to appoint board members (less than a majority), combined with negative veto powers, and has the power to exercise effective or de facto control.

5.0 Operational Directions

Application

5.1 These operational directions will control even though local law or custom may permit business standards that are less exacting. At times, observance of the directions may place the Corporation in a noncompetitive position. However, strict compliance with the directions and their underlying policies and goals is of greater value to the Corporation than any business which may be lost.

Specific Prohibitions and Requirements

5.2 Unless permitted by this policy, no offer, payment, promise to pay, or authorization to pay or provide any money, gifts, or anything of value will be made by or on behalf of the Corporation to:

• any foreign official, including any member of the armed forces, and including any official, employee, or person acting on behalf of a public international organization;

• any foreign political party, official of a foreign political party, or candidate for foreign political office; or

• any person, while knowing or being aware of a high probability that all or a portion of any payment will be offered, given or promised, directly or indirectly, to any of the above.

5.3 The prohibition in paragraph 5.2 does not apply to facilitating or expediting payments of money, gifts, or other things of value to foreign officials whose duties are essentially non-discretionary or clerical, where such payments or gifts are necessary to ensure or expedite performance of the official’s duties and are not for the purpose of obtaining or retaining business for Lockheed Martin or directing business to any person. Such facilitating or expediting payments are strongly discouraged and may be made only when necessary to secure adequate performance of a service or action that Lockheed Martin is entitled to have performed in any case and that is necessary to the conduct of its business. Except in exigent or urgent circumstances that make it impractical to seek prior approval, and subject to the conditions in paragraph 5.4, no facilitating or expediting payment may be made without the prior approval of the element’s Legal Counsel or the corporate VP & Associate General Counsel-International.

5.4 In exigent or urgent circumstances that make it impractical to seek prior approval, a facilitating or expediting payment may be made without the prior approval required under paragraph 5.3 if all of the following conditions are satisfied:

• the payment does not exceed $100;

• the payment is for a “routine governmental action” as described by the following list: (a) obtaining permits, licenses, or other official documents that qualify a person to do business in a foreign country; (b) processing governmental papers such as visas and work orders; (c) providing police protection, mail pickup and delivery, or scheduling inspections associated with contract performance or inspections related to transit of goods across country; (d) providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products or commodities from deterioration; and (e) actions of a similar nature;

• the payment is not for any decision by a foreign official whether, or on what terms, to award new business to or continue business with a particular party, or for any action taken by a foreign official involved in the decision-making process to encourage a decision to award new business or to continue business with a particular party; and

• within seven days, the payment is reported in writing to the element’s Legal Counsel and the corporate VP & Associate General Counsel-International and on an expense report to reflect accurately the amount paid, the recipient, the purpose of the payment, and the exigent or urgent nature of the circumstances.

5.5 Except for hospitality provided in accordance with paragraph 5.8, no officer, employee, or consultant of the Corporation may rely on either of the FCPA’s affirmative defenses, as described in section 4.0, without the prior written approval of the corporate VP & Associate General Counsel-International.

5.6 Use of corporate aircraft to transport foreign officials is prohibited, except with the written consent of the corporate SVP & General Counsel, corporate VP & Associate General Counsel-International, or the corporate VP & Associate General Counsel-Litigation & Compliance. Consent will not be granted without the review and approval of business unit and business area Legal Counsel. Any request must be accompanied by a legal opinion of outside counsel.

5.7 The prohibitions above apply to payments and gifts on behalf of the Corporation, whether or not they involve the use of corporate resources.

5.8 Provision of hospitality, transportation, meals, models, or mementos of reasonable value must comply with the Hospitality Guidelines (section 7.0) issued by the corporate VP & Associate General Counsel-International. Where the hospitality to be given by the Corporation is clearly within the guidelines (including the Hospitality Rules for Foreign Officials as described in section 7.0), no prior written approval is required. Otherwise, the prior written approval of the element’s Legal Counsel must be obtained.

5.9 Questions as to whether government-owned or -controlled commercial enterprises are government instrumentalities for purposes of this policy must be referred to the corporate VP & Associate General Counsel-International for resolution.

6.0 Financial and Accounting Directions

6.1 The corporate VP & Controller ensures that the accounting and recordkeeping activities of the Corporation adhere to the highest standards and conform to this policy. Yet with regard to ethics, legality, and propriety, each officer and employee involved with financial and accounting functions has an obligation that transcends normal reporting requirements. Each such individual must be alert to possible violations of the following financial and accounting directions and must report suspected violations to the corporate VP & Controller and the element’s Legal Counsel.

Financial and Accounting Directions

6.2 All cash, bank accounts, investments, and other assets of the Corporation must always be recorded accurately on the official books of the Corporation. In accordance with CPS-011, Internal Control, and the Corporate Controller’s Manual, personnel responsible for the Corporation’s financial books, records, and internal accounting controls periodically must review these books, records, and controls to ensure their compliance with the FCPA. Bank accounts should be opened or closed only upon the prior written approval of the corporate VP & Treasurer or an Assistant Treasurer of Lockheed Martin Corporation. Anonymous (“numbered”) accounts must not be maintained.

6.3 Payments must not be made into anonymous bank accounts or other accounts not in the name of the payee or of an entity known to be controlled by the payee.

6.4 Except for regular, approved cash payroll payments and normal disbursements from petty cash supported by signed receipts or other appropriate documentation, payments must not be made in cash. Checks must not be drawn to the order of “cash,” “bearer,” or similar designations.

6.5 Fictitious invoices, over-invoices, or other misleading documentation must not be used.

6.6 Fictitious entities, sales, purchases, services, loans, or financial arrangements must not be used.

6.7 Check requests must be in writing and contain a complete explanation of the purpose of and authority for the payment. The explanation must accompany all documents submitted in the course of the issuing process. The explanation must be kept on file at the paying location.

6.8 No expenses relating to foreign business will be reimbursed to persons or companies assisting the Corporation in obtaining or retaining such business unless the expenses are supported by reasonable written documentation.

6.9 No payment to any consultant will be made outside of either the country where a substantial portion of the related services are performed or the country from which the person performing the services normally conducts business, unless approved in writing by the corporate VP & Associate General Counsel-International or the Consultant Review Board (CRB).

6.10 Payments for any services rendered to the Corporation by a foreign official or an officer or official of a foreign government-owned or -controlled commercial enterprise, including honorarium payments and reimbursement of expenses, must be made solely to the foreign government agency or instrumentality employing the individual. Payments must be made by check directly to the foreign government agency or instrumentality, or by wire to its named bank account in the foreign government agency’s or instrumentality’s country, or by wire through its duly authorized correspondent bank in the U.S. No such payment may be made without the prior written approval of the business area VP & General Counsel or the corporate VP & Associate General Counsel-International.

6.11 Receipts, whether in cash or checks, must be deposited promptly in a bank account of the Corporation. Any officer or employee who suspects the possibility that a bribe, kickback, or over-invoice is associated with a particular receipt or payment, or that an understanding exists that all or a portion of a receipt or payment will be rebated, refunded, or otherwise paid in contravention of the laws of any jurisdiction, must immediately report that suspicion to the Responsible Officer, the chief financial officer of the element, and the element’s Legal Counsel. Consultants must immediately report such suspicions to their agreement monitors, who must immediately refer the matter to the Responsible Officer, the chief financial officer of the element, and the element’s Legal Counsel. The Responsible Officer must report any such violation in writing to the corporate VP & Associate General Counsel-International.

6.12 Within 90 days after the end of each calendar year, each Responsible Officer must prepare a report, which must be submitted to the corporate VP & Controller, with respect to all commissions, other remuneration (including hospitality offered to foreign officials exceeding the limits in the Hospitality Guidelines; hospitality for which there is no monetary limit in the Hospitality Guidelines, such as transportation, lodging, entertainment, and hospitality for spouses or children of officials; and all hospitality required by contract) and facilitating payments made in connection with his or her element’s operations in foreign countries during that year. The Responsible Officer must certify in the report that, to the best of his or her knowledge, the information in the report is accurate and all transactions during the year complied with this policy and the FCPA, except as noted. The Responsible Officer must specifically identify any instance of noncompliance with or potential violation of this policy, the FCPA, or applicable local law, describing the nature of the noncompliance or potential violation, providing a copy of any legal opinions obtained relating to the noncompliance or potential violation to the corporate VP & Associate General Counsel-International, and explaining the corrective action taken or to be taken. The element’s chief financial officer and Legal department must help the Responsible Officer prepare the report, which must include an Internal Certification to the VP & Controller—Compliance with the Foreign Corrupt Practices Act. See form C-730-1 for a sample certification.

6.13 Within 150 days after the end of each calendar year, the corporate VP & Controller must prepare a report, which must be submitted by the corporate EVP & Chief Financial Officer and the corporate SVP & General Counsel to the Audit Committee of the Board of Directors of Lockheed Martin Corporation at its next scheduled meeting, with respect to all commissions, other remuneration (including hospitality offered to foreign officials exceeding the limits in the Hospitality Guidelines; hospitality for which there is no monetary limit in the Hospitality Guidelines, such as transportation, lodging, entertainment, and hospitality for spouses or children of officials; and all hospitality required by contract) and facilitating payments made in connection with operations in foreign countries during that year. The corporate EVP & Chief Financial Officer and the corporate SVP & General Counsel each must certify in the report that, to the best of his or her knowledge, the information in the report is accurate and all transactions during the year complied with the FCPA and this policy, except as noted. The chief financial officer of each element must help the corporate VP & Controller prepare the report.

7.0 Hospitality Guidelines

7.1 These Hospitality Guidelines must be followed for activities involving officials or employees of foreign governments, or agencies or instrumentalities of foreign governments in all countries, including such activities in the U.S.

Hospitality Guidelines

7.2 All hospitality offered on behalf of Lockheed Martin must be directly related to Lockheed Martin business (that is, the sale of its products and services) or otherwise directly in support of its business interests.

7.3 Hospitality must always be reasonable in amount; offered in good faith only in connection with the promotion, demonstration, or explanation of company products or services, or the execution or performance of a contract with a foreign government or an agency or instrumentality of a foreign government; lawful under applicable local law; and appropriate under the circumstances so as not to create an appearance of impropriety. Hospitality must never be offered or provided in return for any favor or benefit to Lockheed Martin or to influence improperly any official decision.

7.4 Unless otherwise provided in the Hospitality Rules for Foreign Officials or approved by the element’s Legal Counsel in writing, expenses for hospitality meals should not exceed the following U.S. dollar amount per person:

• Breakfast–$50.00

• Lunch–$100.00

• Dinner–$150.00

• Refreshments–Should not exceed $50.00 per person.

7.5 Higher amounts may be appropriate in a specific country and may be approved by the element’s Legal Counsel or the corporate VP & Associate General Counsel-International, if a written legal opinion is obtained from outside counsel that the higher amounts comply with the country’s laws and regulations and are not unreasonable or excessive.

7.6 The frequency of hospitality must be carefully monitored, as the cumulative effect of frequent hospitality may give rise to the appearance of impropriety. Hospitality for an individual should not exceed 12 events in any calendar year. Where additional hospitality is anticipated, the element’s Legal Counsel must be consulted and prior written approval must be obtained.

7.7 Unless otherwise provided in the Hospitality Rules for Foreign Officials, if Lockheed Martin will pay airfare or lodging expenses for foreign government officials or employees in connection with a plant visit or similar activity, the element must send invitations or itineraries, or both, to the foreign officials or employees to inform them, enable consultation with their superiors, and give them the option to decline. The element also must obtain prior written approval or confirmation from the invitee’s superior or other authorized official or prepare a file memorandum of relevant conversations. If this is not practical for very senior invitees, the element’s Legal Counsel must obtain a written legal opinion from outside counsel that addresses the particular circumstances of the visit.

7.8 When a plant visit is specifically required by the terms of a contract with a foreign government customer, prior written approval or confirmation from the invitee’s superior or other authorized official is not required, but all hospitality expenses related to the visit must comply with these Guidelines. Payment or reimbursement must be made to the foreign government or agency involved—never directly to the individual official incurring the expense.

7.9 Refreshments, meals, or mementos of reasonable value that otherwise comply with these Guidelines that are furnished in connection with trade shows, association meetings, official governmental functions, or ceremonial, commemorative, or celebratory functions such as ship launchings, airplane rollouts, deliveries, or demonstrations are permissible. Opinions from the element’s Legal Counsel and outside counsel are not required with respect to the foreign government officials’ or employees’ participation in such an event if foreign government officials or employees from three or more countries are invited and the refreshments, meals, or mementos to be offered are of reasonable value and otherwise comply with these Guidelines and the Hospitality Rules for Foreign Officials, and are not offered improperly to influence any official decision. The element’s Legal Counsel must be notified at least 15 days before the event. The notification must generally describe the event, the per person cost of the refreshments, meals, and mementos offered, and any other relevant aspects of the event.

7.10 Cash gifts to foreign officials are not permitted under any circumstances. Per diem payments are similarly prohibited unless they are expressly provided for in a written contract with a foreign government customer. Per diem payments must be paid strictly in accordance with contract requirements and payment must be made by check, not cash. When feasible, the check for per diem payments should be made payable to the foreign government customer, not to any individual foreign official. Payment always must be accompanied by appropriate documentation accurately recording the amount and nature of the payment in accordance with the contract requirement.

7.11 Unless otherwise provided in the Hospitality Rules for Foreign Officials, product models or pictures of little or no intrinsic value bearing the company logo or other items of small dollar value (less than U.S. $100) that are distributed for advertising or commemorative purposes are permitted. Gifts valued at $100 or more must have the prior written approval of the element’s Legal Counsel, who must obtain from outside counsel a written opinion that the higher amount complies with the foreign country’s laws and regulations. The element’s Legal Counsel must consult with the element’s Ethics Officer before granting approval. No item costing more than $1,000 (regardless of intrinsic value) may be given without the prior written approval of the corporate VP & Associate General Counsel-International. When appropriate, a gift should be made to the customer organization, not to an individual.

7.12 Use of Lockheed Martin corporate aircraft to transport foreign officials is prohibited unless prior written authorization is obtained from the corporate SVP & General Counsel, corporate VP & Associate General Counsel-International, or the corporate VP & Associate General Counsel-Litigation & Compliance. Authorization will not be given without review and approval by business unit and business area Legal Counsel. The request must be accompanied by a legal opinion of outside counsel. Other transportation may be approved, after legal review, on a case-by-case basis.

7.13 The prior written approval of the element’s Legal Counsel is required for any hospitality offered to the spouse and/or children of a foreign official.

7.14 The Responsible Officer must ensure that quarterly written reports of all hospitality offered to foreign officials exceeding the limits in these Hospitality Guidelines; hospitality for which there is no monetary limit in these Hospitality Guidelines (such as transportation, lodging, entertainment, and hospitality for spouses or children of officials); and all hospitality required by contract are provided to the element’s Legal Counsel within 30 days after the end of the calendar quarter. This reporting requirement applies even if the element’s Legal Counsel has granted approval and, where applicable, obtained a written opinion from outside counsel. The quarterly written reports must specify the names and titles of recipients, countries represented, expenses incurred, and type and business purpose of the hospitality. The Responsible Officer must specifically identify any instance of noncompliance with or potential violation of this policy, the FCPA, or applicable local law, describing the nature of the noncompliance or potential violation, providing a copy of any legal opinions obtained relating to the noncompliance or potential violation, and explaining the corrective action taken or to be taken. This reporting requirement is in addition to and separate from any reports required to be made to any element’s finance organization.

7.15 The element’s Legal Counsel must review the quarterly written reports and prepare a written report to the appropriate business area VP & General Counsel and the corporate VP & Associate General Counsel-International. The report must identify any hospitality exceeding the limits in these Hospitality Guidelines for which the element’s Legal Counsel has granted approval and, where applicable, obtained a written opinion from outside counsel; and any instance of noncompliance or potential violation of this policy, the FCPA, or applicable local law, describing the nature of the noncompliance or potential violation and explaining the corrective action taken or to be taken.

7.16 The Hospitality Rules for Foreign Officials are approved by the corporate VP & Associate General Counsel-International and will be updated from time-to-time. No hospitality may be authorized under these Guidelines unless it complies with the Hospitality Rules for Foreign Officials or has been approved by the element’s Legal Counsel or the corporate VP & Associate General Counsel-International based on a written opinion of outside counsel that the hospitality complies with the foreign country’s laws and regulations.

7.17 Because foreign legal opinions may take many days to obtain, counsel should be consulted as early as possible—at least five business days before the event.

8.0 Deviations

Any deviation from this policy requires the prior written approval of the corporate SVP & General Counsel or the corporate VP & Associate General Counsel-International. Deviations will not be granted unless legal opinions have been obtained from competent outside counsel that the conduct for which approval is sought does not violate applicable U.S. or foreign law.

Internal Certification to the Vice President & Controller—Compliance with the Foreign Corrupt Practices Act

Form C-730-1 of CPS-730, Compliance with the Foreign Corrupt Practices Act

Key Responsibilities

It is the individual responsibility of each officer, employee, and international consultant of the Corporation and its wholly owned subsidiaries, by action and supervision, as well as continuous review, to ensure strict compliance with CPS-730, Compliance with the Foreign Corrupt Practices Act (FCPA). The Corporation will take severe disciplinary action against any officer or employee who violates this policy, up to and including termination. Any international consultant who violates this policy will be terminated. In summary, the FCPA specifically prohibits: (1) payments or offers of anything of value to corruptly influence foreign officials or to secure any improper advantage to obtain or retain business for, or direct business to, the Corporation; (2) maintaining undisclosed/unrecorded funds or assets; and (3) making entries in the books and records of the Corporation for anything other than the purpose described.

Any officer or employee who suspects or becomes aware of any violation of CPS-730 must immediately report the violation to the individual in charge of the element involved (Responsible Officer), who will immediately inform the element’s Legal Counsel, who will cause an investigation to be conducted. Any international consultant who becomes aware of a violation of CPS-730 must immediately inform the agreement monitor, who must immediately report it to the Responsible Officer. The Responsible Officer also must report the violation in writing to the corporate VP & Associate General Counsel-International.

Any officer or employee who suspects the possibility that a bribe, kickback, or over-invoice is associated with a particular receipt or payment or that an understanding exists that all or a portion of a receipt or payment will be rebated, refunded, or otherwise paid in contravention of the laws of any jurisdiction, must immediately report that suspicion to the element’s Responsible Officer, chief financial officer, and Legal Department. International consultants must immediately report such suspicions to their agreement monitors, who must immediately report the matter to the element’s Responsible Officer, chief financial officer, and Legal Department. The Responsible Officer must report any such violation in writing to the corporate VP & Associate General Counsel-International.

Certification

I, the undersigned, do hereby affirm, to the best of my knowledge and belief, that for the year ended December 31,         , the operations for which I am assigned responsibility: (1) were in compliance with CPS-730 and the FCPA; (2) did not make any unlawful or irregular payments; (3) had no undisclosed/unrecorded funds or assets; and (4) had no entries in the books and records for other than the purpose described.

Signed:

Date:

[Name of Responsible Officer]