Lockheed Martin Corporation Code of Ethics and Business Conduct



Introduction
Treat in an Ethical Manner Those to Whom Lockheed Martin Has an Obligation
Obey the Law
Promote a Positive Work Environment
Work Safely: Protect Yourself and Your Fellow Employees
Keep Accurate and Complete Records
Record Costs Properly
Strictly Adhere to All Antitrust Laws
Know and Follow the Law When Involved in International Business
Follow the Rules in Using or Working with Former Government Personnel
Follow the Law and Use Common Sense in Political Contributions and Activities
Carefully Bid, Negotiate, and Perform Contracts
Avoid Illegal and Questionable Gifts or Favors
Steer Clear of Conflicts of Interest
Maintain the Integrity of Consultants, Agents, and Representatives
Protect Proprietary Information
Obtain and Use Company and Customer Assets Wisely
Do Not Engage in Speculative or Insider Trading
For More Information:
Warning Signs
Quick Quiz
Our Goal: An Ethical Work Environment

Introduction

Dear Colleague:

This booklet, Setting the Standard, has been adopted by the Lockheed Martin Board of Directors as our Company's Code of Ethics and Business Conduct. It summarizes the virtues and principles that are to guide our actions in business. We expect our agents, consultants, contractors, representatives, and suppliers to be guided by them as well.

There are numerous resources available to assist you in meeting the challenge of performing your duties and responsibilities. There can be no better course of action for you than to apply common sense and sound judgment to the manner in which you conduct yourself. However, do not hesitate to use the resources that are available whenever it is necessary to seek clarification.

Lockheed Martin aims to "set the standard" for ethical business conduct. We will achieve this through six virtues: Honesty, Integrity, Respect, Trust, Responsibility, and Citizenship.

Honesty: to be truthful in all our endeavors; to be honest and forthright with one another and with our customers, communities, suppliers, and shareholders.

Integrity: to say what we mean, to deliver what we promise, and to stand for what is right.

Respect: to treat one another with dignity and fairness, appreciating the diversity of our workforce and the uniqueness of each employee.

Trust: to build confidence through teamwork and open, candid communication.

Responsibility: to speak up - without fear of retribution - and report concerns in the work place, including violations of laws, regulations and company policies, and seek clarification and guidance whenever there is doubt.

Citizenship: to obey all the laws of the United States and the other countries in which we do business and to do our part to make the communities in which we live better.

You can count on us to do everything in our power to meet Lockheed Martin's standards. We are counting on you to do the same. We are confident that our trust in you is well placed and we are determined to be worthy of your trust.

Daniel M. Tellep Norman R. Augustine Bernard L. Schwartz

June 1996

Treat in an Ethical Manner Those to Whom Lockheed Martin Has an Obligation

We are committed to the ethical treatment of those to whom we have an obligation.

For our employees we are committed to honesty, just management, and fairness, providing a safe and healthy environment, and respecting the dignity due everyone.

For our customers we are committed to produce reliable products and services, delivered on time, at a fair price.

For the communities in which we live and work we are committed to acting as concerned and responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.

For our suppliers we are committed to fair competition and the sense of responsibility required of a good customer.

Obey the Law

We will conduct our business in accordance with all applicable laws and regulations. The laws and regulations related to contracting with the United States government are far reaching and complex, thus placing burdens on Lockheed Martin that are in addition to those faced by companies without extensive government contracts. Compliance with the law does not comprise our entire ethical responsibility. Rather, it is a minimum, absolutely essential condition for performance of our duties.

Promote a Positive Work Environment

All employees want and deserve a work place where they feel respected, satisfied, and appreciated. Harassment or discrimination of any kind and especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status is unacceptable in our work place environment.

Providing an environment that supports the honesty, integrity, respect, trust, responsibility, and citizenship of every employee permits us the opportunity to achieve excellence in our work place. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, our executives and management personnel assume special responsibility for fostering a context for work that will bring out the best in all of us.

Work Safely: Protect Yourself and Your Fellow Employees

We are committed to providing a drug-free, safe, and healthy work environment. Each of us is responsible for compliance with environmental, health, and safety laws and regulations. Observe posted warnings and regulations. Report immediately to the appropriate management any accident or injury sustained on the job, or any environmental or safety concern you may have.

Keep Accurate and Complete Records

We must maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations must be promptly and accurately entered in our books in accordance with generally accepted accounting practices and principles. No one should rationalize or even consider misrepresenting facts or falsifying records. It is illegal, will not be tolerated, and will result in disciplinary action.

Record Costs Properly

Employees and their supervisors are responsible for ensuring that labor and material costs are accurately recorded and charged on the Company's records. These costs include, but are not limited to, normal contract work, work related to independent research and development, and bid and proposal activities.

Strictly Adhere to All Antitrust Laws

Antitrust is a blanket term for strict federal and state laws that protect the free enterprise system. The laws deal with agreements and practices "in restraint of trade" such as price fixing and boycotting suppliers or customers, for example. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery, and kickbacks.

Antitrust laws are vigorously enforced. Violations may result in severe penalties such as forced sales of parts of businesses and significant fines for the Company. There may also be sanctions against individual employees including substantial fines and prison sentences. These laws also apply to international operations and transactions related to imports into and exports from the United States. Employees involved in any dealings with competitors are expected to know that U.S. and foreign antitrust laws may apply to their activities and to consult with the Legal Department prior to negotiating with or entering into any arrangement with a competitor.

Know and Follow the Law When Involved in International Business

The Foreign Corrupt Practices Act (FCPA), a federal statute, prohibits offering anything of value to foreign officials for the purpose of improperly in├čuencing an official decision. It also prohibits unlawful political contributions to obtain or retain business. Finally, it prohibits the use of false records or accounts in the conduct of foreign business. Employees involved in international operations must be familiar with the FCPA. You must also be familiar with the terms and conditions of 1976 Securities and Exchange Commission and Federal Trade Commission consent decrees resulting from past issues. The FCPA and the consent decrees govern the conduct of all Lockheed Martin employees throughout the world.

If you are not familiar with documents or laws, consult with the Legal Department prior to negotiating any foreign transaction.

International transfers of equipment or technology are subject to other U.S. Government regulations like the International Traffic and Arms Regulations (ITAR), which may contain prior approval and reporting requirements. If you participate in this business activity, you should know, understand, and strictly comply with these regulations.

It may be illegal to enter into an agreement to refuse to deal with potential or actual customers or suppliers, or otherwise to engage in or support restrictive international trade practices or boycotts.

It is also important that employees doing business in foreign countries know and abide by the laws of those countries.

Follow the Rules in Using or Working with Former Government Personnel

U.S. government laws and regulations governing the employment or services from former military and civilian government personnel prohibit conflicts of interest ("working both sides of the street"). These laws and rules must be faithfully and fully observed.

Follow the Law and Use Common Sense in Political Contributions and Activities

Federal law prohibits corporations from donating corporate funds, goods, or services - directly or indirectly - to candidates for federal offices. This includes employees' work time. As a matter of policy we will not make political contributions in foreign countries.

Carefully Bid, Negotiate, and Perform Contracts

We must comply with the laws and regulations that govern the acquisition of goods and services by our customers. We will compete fairly and ethically for all business opportunities. In circumstances where there is reason to believe that the release or receipt of non- public information is unauthorized, do not attempt to obtain and do not accept such information from any source.

Appropriate steps should be taken to recognize and avoid organizational conflicts in which one business unit's activities may preclude the pursuit of a related activity by another Company business unit.

If you are involved in proposals, bid preparations, or contract negotiations, you must be certain that all statements, communications, and representations to prospective customers are accurate and truthful. Once awarded, all contracts must be performed in compliance with specifications, requirements, and clauses.

Avoid Illegal and Questionable Gifts or Favors

To Government Personnel:
Federal, state and local government departments and agencies are governed by laws and regulations concerning acceptance by their employees of entertainment, meals, gifts, gratuities, and other things of value from firms and persons with whom those departments and agencies do business or over whom they have regulatory authority. It is the general policy of Lockheed Martin to strictly comply with those laws and regulations. With regard to all federal Executive Branch employees and any other government employees who work for customers or potential customers of the Corporation, it is the policy of Lockheed Martin to prohibit its employees from giving them things of value. Permissible exceptions are offering Lockheed Martin advertising or promotional items of nominal value such as a coffee mug, calendar, or similar item displaying the Company logo, and providing modest refreshments such as soft drinks, coffee, and donuts on an occasional basis in connection with business activities. "Nominal value" is $10.00 or less. (Note: Even though this policy may be more restrictive than the U.S. Government's own policy with regard to federal Executive Branch employees, this policy shall govern the conduct of all Lockheed Martin employees.) Legislative, judicial, and state and local government personnel are subject to different restrictions; both the regulations and Corporate Policies pertaining to them must be consulted before courtesies are offered.

To Non-Government Personnel:
As long as it doesn't violate the standards of conduct of the recipient's organization, it's an acceptable practice to provide meals, refreshments, and entertainment of reasonable value in conjunction with business discussions with non-government personnel. Gifts, other than those of nominal value ($50.00 or less), to private individuals or companies are prohibited unless specifically approved by the appropriate Ethics Officer or Corporate Office of Ethics and Business Conduct.

To Foreign Government Personnel and Public Officials:
The Company may be restricted from giving meals, gifts, gratuities, entertainment, or other things of value to personnel of foreign governments and foreign public officials by the Foreign Corrupt Practices Act and by laws of foreign countries. Employees must discuss such situations with the Legal Counsel and consult the Hospitality Guidelines (maintained by the Legal Department) prior to making any gifts or providing any gratuities other than advertising items.

To Lockheed Martin Personnel:
Lockheed Martin employees may accept meals, refreshments, or entertainment of nominal value in connection with business discussions. While it is difficult to define "nominal" by means of a specific dollar amount, a common sense determination should dictate what would be considered lavish, extravagant, or frequent. It is the personal responsibility of each employee to ensure that his or her acceptance of such meals, refreshments, or entertainment is proper and could not reasonably be construed in any way as an attempt by the offering party to secure favorable treatment.

Lockheed Martin employees are not permitted to accept funds in any form or amount, or any gift that has a retail or exchange value of $20 or more from individuals, companies, or representatives of companies having or seeking business relationships with Lockheed Martin. If you have any questions about the propriety of a gift, gratuity, or item of value, contact your Ethics Officer or the Corporate Office of Ethics and Business Conduct for guidance.

If you buy goods or services for Lockheed Martin, or are involved in the procurement process, you must treat all suppliers uniformly and fairly. In deciding among competing suppliers, you must objectively and impartially weigh all facts and avoid even the appearance of favoritism. Established routines and procedures should be followed in the procurement of all goods and services.

Steer Clear of Conflicts of Interest

Playing favorites or having conflicts of interest - in practice or in appearance - runs counter to the fair treatment to which we are all entitled. Avoid any relationship, influence, or activity that might impair, or even appear to impair, your ability to make objective and fair decisions when performing your job. When in doubt, share the facts of the situation with your supervisor, Legal Department, or Ethics Officer.

Here are some ways a conflict of interest could arise:

Maintain the Integrity of Consultants, Agents, and Representatives

Business integrity is a key standard for the selection and retention of those who represent Lockheed Martin. Agents, representatives, or consultants must certify their willingness to comply with the Company's policies and procedures and must never be retained to circumvent our values and principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage in a government procurement and could result in violations of law.

Protect Proprietary Information

Proprietary company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers, and competitors may sometimes divulge to you information that is proprietary to their business. Respect these confidences.

Obtain and Use Company and Customer Assets Wisely

Proper use of company and customer property, facilities, and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse. Be cost-conscious and alert to opportunities for improving performance while reducing costs. The use of company time, material, or facilities for purposes not directly related to company business, or the removal or borrowing of company property without permission, is prohibited.

All employees are responsible for complying with requirements of software copyright licenses related to software packages used in fulfilling job requirements.

Do Not Engage in Speculative or Insider Trading

In our role as a U.S. corporation and a major government contractor, we must always be alert to and comply with the security laws and regulations of the United States.

It is against the law for employees to buy or sell Lockheed Martin stock based on "insider" information about or involving the Company. Play it safe: don't speculate in the securities of Lockheed Martin when you are aware of information affecting the company's business that has not been publicly released or in situations where trading would call your judgment into question. This includes all varieties of stock trading such as options, puts and calls, straddles, selling short, etc. Two simple rules can help protect you in this area: (1) Don't use non-public information for personal gain. (2) Don't pass along such information to someone else who has no need to know.

This guidance also applies to the securities of other companies (suppliers, vendors, subcontractors, etc.) for which you receive information in the course of your employment at Lockheed Martin.

For More Information:

In order to support a comprehensive Ethics and Business Conduct Program, Lockheed Martin has developed education and communication programs in many subject areas.

These programs have been developed to provide employees with job-specific information to raise their level of awareness and sensitivity to key issues.

Interactive video training modules and related brochures are planned to be available on the following topics:

Antitrust Compliance Labor Charging
Domestic Consultants Leveraging Differences
Drug-Free Workplace Material Costs
Environment, Health, and Safety Organizational Conflicts of Interest
Ethics Procurement
Ex-Government Employees Procurement Integrity
Export Control Product Substitution
Foreign Corrupt Practices Act Records
Government Property Security
International Consultants Sexual Harassment
International Military Sales Software License Compliance
Kickbacks & Gratuities Truth in Negotiations

Corporate Policy Statements relating to the above topics can be accessed via the Lockheed Martin Corporation internal network or obtained from your supervisor.

Warning Signs - You're On Thin Ethical Ice When You Hear...

"Well, maybe just this once..."
"No one will ever know..."
"It doesn't matter how it gets done as long as it gets done."
"It sounds too good to be true."
"Everyone does it."
"Shred that document."
"We can hide it."
"No one will get hurt."
"What's in it for me?"
"This will destroy the competition."
"We didn't have this conversation."

You can probably think of many more phrases that raise warning flags. If you find yourself using any of these expressions, take the Quick Quiz on the following page and make sure you are on solid ethical ground.

Quick Quiz - When In Doubt, Ask Yourself...

Are my actions legal?
Am I being fair and honest?
Will my action stand the test of time?
How will I feel about myself afterwards?
How will it look in the newspaper?
Will I sleep soundly tonight?
What would I tell my child to do?

If you are still not sure what to do, ask... and keep asking until you are certain you are doing the right thing.

Our Goal: An Ethical Work Environment

We have established the Office of Vice President - Ethics and Business Conduct to underscore our commitment to ethical conduct throughout our Company.

This office reports directly to the Office of the Chairman and the Audit and Ethics Committee of the Board of Directors, and oversees a vigorous corporate-wide effort to promote a positive, ethical work environment for all employees.

Our Ethics Officers operate confidential ethics helplines at each operating company, as well as at the corporate level. You are urged to use these resources whenever you have a question or concern that cannot be readily addressed within your work group or through your supervisor.

In addition, if you need information on how to contact your local Ethics Officer - or wish to discuss a matter of concern with the corporate Office of Ethics and Business Conduct - you are encouraged to use one of the following confidential means of communication:

Call: 1-800-LM ETHIC (1-800-563-8442)
For the Hearing or Speech Impaired: (1-800-441- 7457)
Write: Office of Ethics and Business Conduct
  Lockheed Martin Corporation
  P.O. Box 34143 Bethesda, MD 20827-0143
Fax: 818-876-2082
Internet E-Mail: Corporate.Ethics@den.mmc.com

When you contact your Company Ethics Officer or the Corporate Office of Ethics and Business Conduct:

 


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