Lockheed Martin
Corporation announced today that it intends to offer up to $850
million of floating rate convertible debentures through an offering to
qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933.

The debentures are expected to have a term of 30 years and would be
convertible into shares of Lockheed Martin common stock if certain conditions
are met (and the company elects not to settle such conversion with cash), at a
price to be determined by negotiations between Lockheed Martin and the initial
purchasers of the debentures. The terms of the offering are expected to
include an option exercisable by the initial purchasers to purchase up to an
additional $150 million in aggregate principal amount of debentures.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities. The offering is being made within
the United States only to qualified institutional buyers. The debentures
being offered have not been registered under the Securities Act of 1933 or
state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration

Headquartered in Bethesda, Md., Lockheed Martin employs about 125,000
people worldwide and is principally engaged in the research, design,
development, manufacture and integration of advanced technology systems,
products and services.

NOTE: The statements in this press release that are not historical
statements, including statements regarding future financial performance, are
considered forward-looking statements within the meaning of the federal
securities laws. These statements are subject to risks, uncertainties and
other factors, many of which are beyond the Corporation’s control, which could
cause the Corporation’s actual performance to be materially different from
those expressed or implied by the statements. The Corporation expressly
disclaims a duty to provide updates to forward-looking statements, and the
estimates and assumptions associated with them, after the date of this press
release to reflect the occurrence of subsequent events, changed circumstances
or changes in the Corporation’s expectations.

In addition to the factors set forth in the Corporation’s 2002 Form 10-K
and first quarter 2003 Form 10-Q filed with the Securities and Exchange
Commission (www.sec.gov), the following factors could affect the Corporation’s
forward-looking statements: the ability to obtain or the timing of obtaining
future government awards; the availability of government funding and customer
requirements both domestically and internationally; changes in government or
customer priorities due to program reviews or revisions to strategic
objectives (including changes in priorities in response to terrorist threats
or to improve homeland security); difficulties in developing and producing
operationally advanced technology systems; the level of returns on pension and
retirement plan assets; charges from any future SFAS 142 review; the
competitive environment; economic business and political conditions
domestically and internationally; program performance; the timing and customer
acceptance of product deliveries; performance issues with key suppliers and
subcontractors; the Corporation’s ability to achieve or realize savings for
its customers or itself through its global cost-cutting program and other
financial management programs; and the outcome of contingencies (including
completion of any acquisitions and divestitures, litigation and environmental
remediation efforts). These are only some of the numerous factors that may
affect the forward-looking statements contained in this press release.

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