LMTLockheed Martin

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of your Lead Director is brought to bear in connection with your board’s role in risk oversight.

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Please expand upon the role that your Lead Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Director may: • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.

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Please expand upon how your board administers its risk oversight function. For example, please disclose: • why your board elected to retain direct oversight responsibility for cybersecurity rather than assign oversight to a board committee; • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the

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risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

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Please file an amended Form 10-K to specifically state your assessment of internal control over financial reporting as either effective or not effective. Your current disclosure identifies the existence of a material weakness, and assesses internal control over financial reporting at Sikorsky as not effective, but does not offer a conclusion on the consolidated company.

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Refer to the guidance in Item 308(a)(3) of Regulation S-K.

The Corporation acknowledges the Staff’s comment and proposes to amend its future filings to more clearly express management’s conclusion that the Corporation’s internal control over financial reporting was ineffective as of December 31, 2016. In this regard, the Corporation already revised the disclosure in Part I, Item 4 of its Quarterly Report on Form 10-Q for the quarter ended March 26, 2017, which was filed with the Commission on April 26, 2017 (the “Form 10-Q”).

By way of background, the Corporation disclosed in the Form

10-K that there was a material weakness in the Corporation’s

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internal control over financial reporting as of December 31, 2016

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Lyn Shenk caused by Sikorsky Aircraft Corporation (“Sikorsky”). The Corporation also disclosed in the Form 10-K management’s determination that Sikorsky’s internal control over financial reporting was ineffective as of December 31, 2016. The Corporation intended this statement to express that the

Corporation’s management concluded that the Corporation’s internal control over financial reporting was not effective as of December 31, 2016 as a result of the disclosed material weakness related to Sikorsky. Under Item 308(a)(3) of

Regulation S-K, the Corporation’s management would not have been permitted to reach any other conclusion.1

In light of all the disclosure contained in the Form 10-K, including in Item 9A and in the report of the Corporation’s independent registered public accounting firm immediately following management’s report in Item 9A, the Corporation believes that the Form 10-K clearly and unambiguously informs the reader of management’s conclusion that the Corporation’s internal control over financial reporting was ineffective as of December 31, 2016. The Corporation believes that the Form 10-K as a whole substantively included the required disclosure.

The Corporation further believes that amending the Form

10-K is not necessary to inform the Corporation’s shareholders of management’s conclusion regarding the Corporation’s internal control over financial reporting. The amendment could lead an investor to believe that there had been a change in the Corporation’s conclusion about the effectiveness of its internal control over financial reporting since the filing of the Form 10-K. As described above, the Corporation already has included management’s conclusion in Part I, Item 4 on page 39 of the Form 10-Q, which is clearly and prominently presented. We have included the revised disclosure in Appendix A hereto with updates identified by underlined text. The Corporation believes that it has fully informed its shareholders of management’s conclusion that the Corporation’s internal control over financial reporting was ineffective as of December 31, 2016.

In addition, the Corporation understands that in similar circumstances, the Staff has previously not required an amendment be made to a Form 10-K as long as the registrant provides in its response letter Management’s Report on Internal Control over Financial Reporting for the applicable fiscal year (See, e.g., Response Letter of ETFS Asian Gold Trust, dated January 9, 2015 and Response Letter of Professional Diversity Network, Inc., dated June 26, 2015). Accordingly, the Corporation has included as Appendix

B hereto a revised version of Management’s Report on Internal Control over Financial Reporting that expressly states management’s conclusion that the Corporation’s internal control over financial reporting was ineffective as of

December 31, 2016 with updates identified by underlined text.

In light of the arguments set forth above, the Corporation respectfully submits that an amendment to the 10-K is not required to address the Staff’s comment. If you have any questions concerning this letter or if you would like any additional information please do not hesitate to call me at (410) 659-2774, Glenn C. Campbell at (410) 659-2709 or Cara Shepley at (410) 659-5052.

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