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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended March 31, 2014
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
(State or other jurisdiction of
incorporation or organization)
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41-1672694
(I.R.S. Employer
Identification No.)
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1300 Wilson Boulevard, Suite 400
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Arlington, Virginia
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22209-2307
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.01
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New York Stock Exchange
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Large Accelerated Filer
ý
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Accelerated Filer
o
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Non-Accelerated Filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page
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•
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Blackhawk Industries Products Group Unlimited, LLC in April 2010
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•
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Caliber Company, parent company of Savage Sports Corporation ("Savage") in June 2013
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•
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Bushnell Group Holdings, Inc. ("Bushnell") in November 2013
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Percent of Sales
For Fiscal Years Ended:
|
|||||||
|
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2014
|
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2013
|
|
2012
|
|||
Sales to:
|
|
|
|
|
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|||
U.S. Army
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20
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%
|
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29
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%
|
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28
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%
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U.S. Navy
|
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10
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%
|
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13
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%
|
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12
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%
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NASA
|
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9
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%
|
|
10
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%
|
|
10
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%
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U.S. Air Force
|
|
4
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%
|
|
6
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%
|
|
6
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%
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Other U.S. Government customers
|
|
10
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%
|
|
9
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%
|
|
9
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%
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Total U.S. Government customers
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53
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%
|
|
67
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%
|
|
65
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%
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Commercial and foreign customers
|
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47
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%
|
|
33
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%
|
|
35
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%
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Total
|
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100
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%
|
|
100
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%
|
|
100
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%
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Fiscal
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U.S. Government
sales
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Percent of
sales
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|||
2014
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$
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2,525
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million
|
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53
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%
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2013
|
2,932
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million
|
|
67
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%
|
|
2012
|
2,922
|
million
|
|
65
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%
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Sales as a prime contractor
|
62
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%
|
Sales as a subcontractor
|
38
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%
|
Total
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100
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%
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Fiscal
|
Foreign sales
|
|
Percent of
sales
|
|||
2014
|
$
|
591
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million
|
|
12.4
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%
|
2013
|
438
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million
|
|
10.0
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%
|
|
2012
|
703
|
million
|
|
15.2
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%
|
Fiscal
|
Company-funded
Research and
Development
|
|
Customer-funded
Research and
Development
|
||||
2014
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$
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62.5
|
million
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|
$
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495.1
|
million
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2013
|
64.7
|
million
|
|
538.7
|
million
|
||
2012
|
66.4
|
million
|
|
598.1
|
million
|
•
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its effectiveness and innovativeness of research and development programs,
|
•
|
its ability to offer better program performance at a lower cost than the competitors,
|
•
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its readiness with respect to facilities, equipment, and personnel to undertake the programs for which it competes, and
|
•
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its past performance and demonstrated capabilities.
|
Cost-plus contracts:
|
|
|
Cost-plus-fixed-fee
|
8
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%
|
Cost-plus-incentive-fee/cost-plus-award-fee
|
10
|
%
|
Fixed-price contracts:
|
|
|
Firm-fixed-price
|
82
|
%
|
Total
|
100
|
%
|
•
|
the contractor is paid an amount agreed upon for completed and partially completed products and services accepted by the U.S. Government,
|
•
|
the U.S. Government is not liable for the contractor's costs for unaccepted items, and is entitled to repayment of any advance payments and progress payments related to the terminated portions of the contract, and
|
•
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the contractor may be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source.
|
•
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scarce technological skills and components,
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•
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the frequent need to bid on programs in advance of design completion, which may result in unforeseen technological difficulties and/or cost overruns,
|
•
|
the substantial time and effort required for design and development,
|
•
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design complexity,
|
•
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rapid obsolescence, and
|
•
|
the potential need for design improvement.
|
•
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the transferring contractor guarantees or otherwise assumes liability for the performance of the acquiring contractor's obligations under the contract,
|
•
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the acquiring contractor assumes all obligations under the contract, and
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•
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the U.S. Government recognizes the transfer of the contract and related assets.
|
•
|
make it more difficult for ATK to satisfy its obligations,
|
•
|
require ATK to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions, share repurchases, dividends, and other general corporate purposes,
|
•
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limit ATK's flexibility in planning for, or reacting to, changes in the defense and aerospace industries,
|
•
|
place ATK at a competitive disadvantage compared to competitors that have lower debt service obligations and significantly greater operating and financing flexibility,
|
•
|
limit, along with the financial and other restrictive covenants applicable to ATK's indebtedness, among other things, ATK's ability to borrow additional funds,
|
•
|
increase ATK's vulnerability to general adverse economic and industry conditions, and
|
•
|
result in a default event upon a failure to comply with financial covenants contained in ATK's senior credit facilities which, if not cured or waived, could have a material adverse effect on ATK's business, financial condition, or results of operations.
|
•
|
reducing or delaying expenditures for capital equipment and/or share repurchases,
|
•
|
seeking additional debt financing or equity capital,
|
•
|
selling assets, or
|
•
|
restructuring or refinancing debt.
|
•
|
the requirement in the Transaction Agreement that, under certain circumstances, ATK pay Orbital a termination fee of $50 million and/or reimburse certain expenses up to $10 million;
|
•
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substantial costs related to the Transaction, such as legal, accounting, financial advisory, and integration costs that have already been incurred or will continue to be incurred until closing; and
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•
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potential disruption to the business of ATK and distraction of its workforce and management team.
|
•
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the challenge of establishing the Sporting Group as a separately traded independent public company ("Sporting");
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•
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the challenge of integrating ATK and Orbital and carrying on the ongoing operations of each entity;
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•
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the necessity of coordinating geographically separate organizations;
|
•
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the challenge of integrating the business cultures of ATK and Orbital; and
|
•
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the potential difficulty in retaining key officers and personnel of ATK and Orbital.
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•
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enter into any agreement, understanding or arrangement or engage in any substantial negotiations with respect to any transaction involving the acquisition, issuance, repurchase or change of ownership of (1) in the case of the Company, any of the Company’s capital stock and (2) in the case of Sporting, 30% or more of the Sporting capital stock, in each case together with options or other rights in respect of that capital stock, subject to certain exceptions relating to employee compensation arrangements, open market share repurchases and stockholder rights plans;
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•
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cease to be engaged in the active conduct of, or sell or transfer more than 30% of the gross assets or gross consolidated assets of, certain businesses;
|
•
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redeem or otherwise repurchase its capital stock, subject to certain exceptions provided by the tax matters agreement; or
|
•
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liquidate, whether by merger, consolidation or otherwise.
|
|
|
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Aerospace Group
|
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Commerce, CA; Goleta, CA; San Diego, CA; Beltsville, MD; Iuka, MS; Dayton, OH; Brigham City/ Promontory, UT; Clearfield, UT; Magna, UT
|
Defense Group
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Mesa, AZ; Northridge, CA; Clearwater, FL; Elkton, MD; Elk River, MN; Plymouth, MN; Independence, MO; Fort Worth, TX; Radford, VA; Rocket Center, WV
|
Sporting Group
|
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Oroville, CA; Boise, ID; Lewiston, ID; Overland Park, KS; Westfield, MA; Anoka, MN; Flora, MS; Manhattan, MT; Lares, Puerto Rico; Mayaguez, Puerto Rico; Norfolk, VA
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Corporate
|
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Minneapolis, MN; Arlington, VA
|
|
Owned
|
|
Leased
|
|
Government
Owned(1)
|
|
Total
|
||||
Aerospace Group
|
5,321
|
|
|
3,557
|
|
|
479
|
|
|
9,357
|
|
Defense Group
|
695
|
|
|
897
|
|
|
4,365
|
|
|
5,957
|
|
Sporting Group
|
1,968
|
|
|
1,425
|
|
|
—
|
|
|
3,393
|
|
Corporate
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
Total
|
7,984
|
|
|
6,034
|
|
|
4,844
|
|
|
18,862
|
|
Percentage of total
|
42
|
%
|
|
32
|
%
|
|
26
|
%
|
|
100
|
%
|
____________________________________
|
|
|
|
|
|
|
|
(1)
|
These facilities are occupied under facilities contracts that generally require ATK to pay for all utilities, services, and maintenance costs.
|
Period
|
High
|
|
Low
|
||||
Fiscal 2014:
|
|
|
|
||||
Quarter ended March 31, 2014
|
$
|
145.16
|
|
|
$
|
119.30
|
|
Quarter ended December 29, 2013
|
123.34
|
|
|
95.16
|
|
||
Quarter ended September 29, 2013
|
103.77
|
|
|
81.92
|
|
||
Quarter ended June 30, 2013
|
82.44
|
|
|
69.12
|
|
||
Fiscal 2013:
|
|
|
|
||||
Quarter ended March 31, 2013
|
$
|
72.57
|
|
|
$
|
60.34
|
|
Quarter ended December 30, 2013
|
63.63
|
|
|
50.72
|
|
||
Quarter ended September 30, 2012
|
53.86
|
|
|
43.08
|
|
||
Quarter ended July 1, 2012
|
54.31
|
|
|
45.21
|
|
Plan category
|
|
Number of
securities to
be issued upon
exercise of
outstanding
options, warrants
and rights
(a)
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
|
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
(c)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
1990 Equity Incentive Plan(1)
|
|
|
|
|
|
|
||||
Stock Options
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Deferred Compensation(2)
|
|
39,440
|
|
|
—
|
|
|
—
|
|
|
Non-Employee Director Restricted Stock Plan(1)
|
|
|
|
|
|
|
|
—
|
|
|
Deferred Compensation(2)
|
|
6,924
|
|
|
—
|
|
|
—
|
|
|
2005 Stock Incentive Plan(3)
|
|
|
|
|
|
|
|
911,300
|
|
|
Stock Options
|
|
270,405
|
|
|
74.11
|
|
|
—
|
|
|
Performance Awards(4)
|
|
308,092
|
|
|
—
|
|
|
—
|
|
|
Deferred Compensation(2)
|
|
66,528
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
691,389
|
|
|
$
|
74.11
|
|
|
911,300
|
|
(1)
|
No additional awards may be granted under this plan.
|
(2)
|
Shares reserved for payment of deferred stock units in accordance with the terms of the plan.
|
(3)
|
Under the 2005 Stock Incentive Plan, a total of 3,982,360 shares have authorized for awards. However, beginning on August 7, 2012, a fungible share counting provision was added, under which “full-value awards (i.e., awards other than stock options and stock appreciation rights) are counted against the reserve of shares available for issuance under the plan as 2.38 shares for every one share actually issued in connection with the award. No more than 5% of the shares available for awards under the plan may be granted to ATK’s non-employee directors in the aggregate.
|
(4)
|
Shares reserved for issuance in connection with outstanding performance awards. The amount shown assumes the maximum payout of the performance shares based on achievement of the highest level of performance. The actual number of shares to be issued depends on the performance levels achieved for the respective performance periods.
|
Period
|
Total Number
of Shares
Purchased(1)
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Program
|
|
Maximum
Number of
Shares that
May Yet Be
Purchased Under
the Program(2)*
|
|||||
December 30 - January 26
|
341
|
|
|
$
|
120.37
|
|
|
—
|
|
|
|
|
January 27 - February 23
|
1,243
|
|
|
134.57
|
|
|
—
|
|
|
|
|
|
February 24 - March 31
|
23,731
|
|
|
137.30
|
|
|
—
|
|
|
|
|
|
Fiscal Quarter Ended March 31, 2014
|
25,315
|
|
|
$
|
136.94
|
|
|
—
|
|
|
621,592
|
|
(1)
|
The
25,315
shares purchased represent shares withheld to pay taxes upon vesting of shares of restricted stock or payment of performance shares that were granted under ATK's incentive compensation plans.
|
(2)
|
On August 5, 2008, ATK's Board authorized the repurchase of up to 5 million shares. The Board had determined that the repurchase program would serve primarily to offset dilution from the Company's employee and director benefit compensation programs, but it could also be used for other corporate purposes, as determined by the Board. During fiscal 2012, 742,000 shares were repurchased for $50.0 million. On January 31, 2012, ATK's Board of Directors authorized a new share repurchase program of up to $200 million worth of shares of ATK common stock, executable over the next two years. ATK repurchased 1,003,938 shares for $59.5 million in fiscal 2013, and 609,922 shares for $52.1 million during fiscal 2014 under this program. On January 29, 2014, ATK's Board of Directors extended the share repurchase program through March 31, 2015. The shares were purchased from time to time in open market, block purchase, or negotiated transactions, subject to compliance with applicable laws and regulations. The repurchase authorization also allowed the Company to make repurchases under Rule 10b5-1 of the Securities Exchange Act of 1934. In accordance with the Transaction Agreement ATK entered into on April 28, 2014, ATK will not repurchase any outstanding shares prior to the closing of the transaction.
|
•
|
Standard & Poor's Composite 500 Index, a broad equity market index; and
|
•
|
Dow Jones U.S. Aerospace and Defense Index, a published industry index.
|
|
Years Ended March 31
|
||||||||||||||||||
(Amounts in thousands except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
4,775,128
|
|
|
$
|
4,362,145
|
|
|
$
|
4,613,399
|
|
|
$
|
4,842,264
|
|
|
$
|
4,807,666
|
|
Cost of sales
|
3,635,486
|
|
|
3,421,276
|
|
|
3,618,503
|
|
|
3,840,698
|
|
|
3,776,355
|
|
|||||
Gross profit
|
1,139,642
|
|
|
940,869
|
|
|
994,896
|
|
|
1,001,566
|
|
|
1,031,311
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Research and development
|
62,520
|
|
|
64,678
|
|
|
66,403
|
|
|
64,960
|
|
|
75,896
|
|
|||||
Selling
|
203,976
|
|
|
162,359
|
|
|
169,984
|
|
|
164,063
|
|
|
168,986
|
|
|||||
General and administrative
|
282,840
|
|
|
244,189
|
|
|
262,923
|
|
|
246,817
|
|
|
236,084
|
|
|||||
Trade name and goodwill impairment(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,008
|
|
|||||
Income before interest, loss on extinguishment of debt, income taxes, and noncontrolling interest
|
590,306
|
|
|
469,643
|
|
|
495,586
|
|
|
525,726
|
|
|
512,337
|
|
|||||
Interest expense, net
|
(79,792
|
)
|
|
(65,386
|
)
|
|
(88,620
|
)
|
|
(87,052
|
)
|
|
(77,494
|
)
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
(11,773
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes and noncontrolling interest
|
510,514
|
|
|
392,484
|
|
|
406,966
|
|
|
438,674
|
|
|
434,843
|
|
|||||
Income tax provision
|
169,428
|
|
|
120,243
|
|
|
143,762
|
|
|
124,963
|
|
|
156,473
|
|
|||||
Net Income before noncontrolling interest
|
341,086
|
|
|
272,241
|
|
|
263,204
|
|
|
313,711
|
|
|
278,370
|
|
|||||
Less net income attributable to noncontrolling interest
|
171
|
|
|
436
|
|
|
592
|
|
|
536
|
|
|
230
|
|
|||||
Net income attributable to Alliant Techsystems Inc.
|
$
|
340,915
|
|
|
$
|
271,805
|
|
|
$
|
262,612
|
|
|
$
|
313,175
|
|
|
$
|
278,140
|
|
Alliant Techsystems Inc.'s earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
10.76
|
|
|
$
|
8.38
|
|
|
$
|
7.99
|
|
|
$
|
9.41
|
|
|
$
|
8.48
|
|
Diluted
|
$
|
10.42
|
|
|
$
|
8.34
|
|
|
$
|
7.93
|
|
|
$
|
9.32
|
|
|
$
|
8.33
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net current assets
|
$
|
1,331,448
|
|
|
$
|
1,311,877
|
|
|
$
|
1,402,758
|
|
|
$
|
995,747
|
|
|
$
|
931,163
|
|
Net property, plant, and equipment
|
697,551
|
|
|
602,320
|
|
|
604,498
|
|
|
587,749
|
|
|
561,931
|
|
|||||
Total assets
|
5,771,146
|
|
|
4,383,010
|
|
|
4,541,746
|
|
|
4,443,845
|
|
|
3,869,624
|
|
|||||
Long-term debt (including current portion)
|
2,092,978
|
|
|
1,073,877
|
|
|
1,302,002
|
|
|
1,609,709
|
|
|
1,393,554
|
|
|||||
Total Alliant Techsystems Inc. stockholders' equity
|
1,911,575
|
|
|
1,502,169
|
|
|
1,226,795
|
|
|
1,156,758
|
|
|
798,594
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization of intangible assets
|
$
|
117,776
|
|
|
$
|
106,062
|
|
|
$
|
108,885
|
|
|
$
|
111,186
|
|
|
$
|
99,830
|
|
Capital expenditures(2)
|
145,964
|
|
|
96,889
|
|
|
122,292
|
|
|
130,201
|
|
|
143,472
|
|
|||||
Cash dividends per common share
|
1.10
|
|
|
0.92
|
|
|
0.80
|
|
|
0.20
|
|
|
—
|
|
|||||
Gross margin (gross profit as a percentage of sales)
|
23.9
|
%
|
|
21.6
|
%
|
|
21.6
|
%
|
|
20.7
|
%
|
|
21.5
|
%
|
(1)
|
In fiscal 2010, ATK recorded a non-cash asset impairment charge of $38.0 million related to the decision to discontinue use of the Thiokol and MRC trade names.
|
(2)
|
Capital expenditures are shown net of capital expenditures included in accounts payable and financed through operating leases.
|
•
|
reductions or changes in NASA or U.S. Government military spending, timing of payments and budgetary policies, including impacts of sequestration under the Budget Control Act of 2011, and sourcing strategies,
|
•
|
intense competition for U.S. Government contracts and programs,
|
•
|
increases in costs, which ATK may not be able to react to due to the nature of its U.S. Government contracts,
|
•
|
changes in cost and revenue estimates and/or timing of programs,
|
•
|
the potential termination of U.S. Government contracts and the potential inability to recover termination costs
|
•
|
other risks associated with U.S. Government contracts that might expose ATK to adverse consequences,
|
•
|
government laws and other rules and regulations applicable to ATK, including procurement and import-export control,
|
•
|
the novation of U.S. Government contracts,
|
•
|
intense competition in the commercial ammunition, firearms, and accessories markets,
|
•
|
reduction or change in demand and manufacturing costs for commercial ammunition, firearms or accessories, including the risk that placed orders exceed actual customer requirements,
|
•
|
changes in the regulation of the manufacture, sale and purchase of firearms and ammunition could adversely affect ATK,
|
•
|
the manufacture and sale of products that create exposure to potential product liability, warranty liability or personal injury claims and litigation,
|
•
|
risks associated with expansion into new and adjacent commercial markets,
|
•
|
results of acquisitions or other transactions, including our ability to successfully integrate acquired businesses and realize anticipated synergies, cost savings and other benefits, and costs incurred for pursuits and proposed acquisitions that have not yet or may not close, including the announced spin-off of the Sporting Group and ATK's merger with Orbital Sciences Corporation,
|
•
|
greater risk associated with international business, including foreign currency exchange rates and fluctuations in those rates,
|
•
|
federal and state regulation of defense products, ammunition, and firearms,
|
•
|
costs of servicing ATK's debt, including cash requirements and interest rate fluctuations,
|
•
|
actual pension and other postretirement plan asset returns and assumptions regarding future returns, discount rates, service costs, mortality rates, and health care cost trend rates,
|
•
|
security threats, including cybersecurity and other industrial and physical security threats, and other disruptions,
|
•
|
supply, availability, and costs of raw materials and components, including commodity price fluctuations,
|
•
|
new regulations related to conflict minerals,
|
•
|
performance of ATK's subcontractors,
|
•
|
development of key technologies and retention of a qualified workforce,
|
•
|
fires or explosions at any of ATK's facilities,
|
•
|
environmental laws that govern past practices and rules and regulations, noncompliance with which may expose ATK to adverse consequences,
|
•
|
impacts of financial market disruptions or volatility to ATK's customers and vendors,
|
•
|
unanticipated changes in the tax provision or exposure to additional tax liabilities, and
|
•
|
the costs and ultimate outcome of litigation matters and other legal proceedings.
|
•
|
Aerospace Group, which generated
26%
of ATK's external sales in fiscal
2014
, develops and produces rocket motor systems for human and cargo launch vehicles, conventional and strategic missiles, and missile defense interceptors. They also produce small and micro-satellites, satellite components, structures and subsystems, lightweight space deployables and solar arrays, and provide engineering and technical services. Additionally, the Aerospace Group operates in the military and commercial aircraft and launch structures markets. Other products include ordnance, such as decoy and illuminating flares.
|
•
|
Defense Group, which generated
35%
of ATK's external sales in fiscal
2014
, develops and produces military small-, medium-, and large-caliber ammunition, propulsion systems for tactical missiles and missile defense applications, strike weapons, precision munitions, gun systems, aircraft survivability systems, fuzes and warheads, energetic materials and special mission aircraft.
|
•
|
Sporting Group, which generated
39%
of ATK's external sales in fiscal
2014
, develops and produces ammunition, accessories, rifles and shotguns for the hunting, shooting, law enforcement, outdoor and sporting markets.
|
•
|
Annual sales of
$4,775,128
.
|
•
|
Diluted earnings per share of
$10.42
.
|
•
|
Total orders of
$5,804,567
.
|
•
|
Total backlog of
$7,605,000
at March 31,
2014
compared to
$8,227,000
at March 31,
2013
.
|
•
|
Income before interest, loss on extinguishment of debt, income taxes, and noncontrolling interest as a percentage of sales was
12.4%
and
10.8%
for the years ended March 31,
2014
and
2013
, respectively. The current year rate reflects lower pension expense including the effect of the Radford segment close-out and improvements in the Sporting Group. The prior year rate reflects the loss of the Radford facility management contract.
|
•
|
The increase in the current period tax rate to
33.2%
from
30.6%
in fiscal
2013
is primarily due to the absence of the settlement of the examination of the fiscal 2009 and 2010 tax returns, partially offset by the revaluation of unrecognized tax benefits due to proposed IRS regulations.
|
•
|
ATK recorded sales and profit of
$27,387
in the fourth quarter of fiscal 2014 for a pension segment close-out associated with the Radford facility contract which ended in fiscal 2013.
|
•
|
On June 21, 2013, ATK acquired Caliber Company, the parent company of Savage Sports Corporation, for $315,000 in cash, net of cash acquired, and subject to a customary working capital adjustment.
|
•
|
On November 1, 2013, ATK acquired Bushnell Group Holdings, Inc., a leading global designer, marketer and distributor of branded sports optics, outdoor accessories and performance eyewear, for $985,000 in cash, net of cash acquired, and subject to a customary working capital adjustment.
|
•
|
On November 1, 2013, ATK entered into a Third Amended and Restated Credit Agreement (the "2013 Senior Credit Facility"), which replaced the 2010 Senior Credit Facility, and issued $300,000 aggregate principal amount of 5.25% Senior Notes (the "5.25% Notes’’) that mature on October 1, 2021, to pay for the Bushnell acquisition, refinancing of the 2010 Senior Credit facility, and payment of debt financing costs.
|
•
|
During fiscal
2014
, ATK paid quarterly cash dividends of $0.26 per share for the first, second, and third quarters and $0.32 for the fourth quarter, totaling
$35,134
.
|
•
|
During fiscal 2014, ATK repurchased 609,922 shares for $52,130.
|
•
|
ATK's Board of Directors appointed Jay Tibbets as Senior Vice President and President Sporting Group effective July 31, 2013.
|
•
|
ATK's Board of Directors appointed Stephen Nolan as Senior Vice President Strategy and Business Development effective July 31, 2013.
|
•
|
On February 26, 2014, Michael Callahan was elected as an independent director to ATK’s Board of Directors and appointed to its Audit Committee, effective March 1, 2014.
|
•
|
On May 6, 2014, ATK’s Board of Directors declared a quarterly cash dividend of $0.32 per share, payable on June 26, 2014, to stockholders of record on June 2, 2014.
|
|
Percent of Sales
For Fiscal Years Ended:
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Sales to:
|
|
|
|
|
|
|||
U.S. Army
|
20
|
%
|
|
29
|
%
|
|
28
|
%
|
U.S. Navy
|
10
|
%
|
|
13
|
%
|
|
12
|
%
|
NASA
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
U.S. Air Force
|
4
|
%
|
|
6
|
%
|
|
6
|
%
|
Other U.S. Government customers
|
10
|
%
|
|
9
|
%
|
|
9
|
%
|
Total U.S. Government customers
|
53
|
%
|
|
67
|
%
|
|
65
|
%
|
Commercial and foreign customers
|
47
|
%
|
|
33
|
%
|
|
35
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Percent
of Sales
|
|
Sales recorded under:
|
|
|
Long-term contracts method
|
61
|
%
|
Other method
|
39
|
%
|
Total
|
100
|
%
|
|
Years Ending March 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||
Expected long-term rate of return on plan assets:
|
|
|
|
|
|
|
|
||||
Held solely in fixed income investments
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
6.00
|
%
|
Held in pension master trust and fixed income investments
|
6.25
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
|
7.00
|
%
|
Discount rate
|
3.95
|
%
|
|
3.80
|
%
|
|
4.40
|
%
|
|
5.00
|
%
|
Weighted average initial health care cost trend rate
|
6.10
|
%
|
|
7.60
|
%
|
|
7.70
|
%
|
|
7.60
|
%
|
Health care cost trend rate for employees under 65
|
5.0
|
%
|
Health care cost trend rate for employees over 65
|
5.0
|
%
|
Health care cost trend rate for prescription drugs
|
5.0
|
%
|
Weighted average health care cost trend rate
|
5.0
|
%
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on total service and interest cost
|
$
|
270
|
|
|
$
|
(240
|
)
|
Effect on postretirement benefit obligation
|
6,816
|
|
|
(6,068
|
)
|
•
|
a decrease of $93,200 in Armament Systems due to lower volumes on medium-caliber ammunition programs and completion of programs,
|
•
|
a decrease of $51,800 in Small-Caliber Systems due to reduced volume as programs neared completion and impacts from federal budget reductions, and
|
•
|
a decrease of $34,900 in Defense Electronic Systems due to startup and completions on multiple contracts.
|
•
|
an increase of $395,800 due to the acquisition of Bushnell and Savage and
|
•
|
an
increase of $283,300 in ammunition and accessories products driven by increased volume, and previously announced price increases for ammunition, partially offset by a reduction in military accessories due to completion of programs.
|
|
Years Ended March 31
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Aerospace Group
|
$
|
1,006,296
|
|
|
$
|
995,415
|
|
|
$
|
10,881
|
|
|
1.1
|
%
|
Defense Group
|
1,563,816
|
|
|
1,641,998
|
|
|
(78,182
|
)
|
|
(4.8
|
)%
|
|||
Sporting Group
|
1,370,166
|
|
|
924,525
|
|
|
445,641
|
|
|
48.2
|
%
|
|||
Corporate
|
(304,792
|
)
|
|
(140,662
|
)
|
|
(164,130
|
)
|
|
116.7
|
%
|
|||
Total cost of sales
|
$
|
3,635,486
|
|
|
$
|
3,421,276
|
|
|
$
|
214,210
|
|
|
6.3
|
%
|
•
|
a decrease of $72,600 in Armament Systems due to lower volumes on medium-caliber ammunition programs and completion of programs,
|
•
|
a decrease of $32,600 in Small-Caliber Systems due to reduced volume as programs neared completion and impacts from federal budget reductions, and
|
•
|
a decrease of $13,100 in Defense Electronic Systems due to startup and completions on multiple contracts.
|
•
|
an increase of $290,500 due to the acquisition of Bushnell and Savage and
|
•
|
an
increase of $167,600 in ammunition and accessories products driven by increased volume, partially offset by a reduction in military accessories due to completion of programs, and product mix.
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2014
|
|
As a %
of Sales |
|
2013
|
|
As a %
of Sales |
|
Change
|
||||||||
Research and development
|
$
|
62,520
|
|
|
1.3
|
%
|
|
$
|
64,678
|
|
|
1.5
|
%
|
|
$
|
(2,158
|
)
|
Selling
|
203,976
|
|
|
4.3
|
%
|
|
162,359
|
|
|
3.7
|
%
|
|
41,617
|
|
|||
General and administrative
|
282,840
|
|
|
5.9
|
%
|
|
244,189
|
|
|
5.6
|
%
|
|
38,651
|
|
|||
Total
|
$
|
549,336
|
|
|
11.5
|
%
|
|
$
|
471,226
|
|
|
10.8
|
%
|
|
$
|
78,110
|
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2014
|
|
Effective
Rate |
|
2013
|
|
Effective
Rate |
|
Change
|
||||||||
Income tax provision
|
$
|
169,428
|
|
|
33.2
|
%
|
|
$
|
120,243
|
|
|
30.6
|
%
|
|
$
|
49,185
|
|
•
|
a decrease of $76,100 in Space Systems Operations sales volumes due to the completion of the Space Shuttle Program and a space services contract, and reduced production levels on multiple programs partially offset by higher sales on classified programs, and
|
•
|
a decrease of $39,100 in Aerospace Structures primarily driven by completion of tool procurement/start-up activities, partially offset by higher sales on classified programs.
|
•
|
a decrease of $129,700 in Missile Products due primarily to the loss of the Radford facility management contract,
|
•
|
a decrease $93,100 in Small-Caliber Systems due to decreased demand for non-standard ammunition, a reduction in modernization due to the program nearing completion, and completion of other contracts,
|
•
|
a decrease of $39,100 in Armament Systems driven by completion of an international contract and lower volumes on large-caliber ammunition programs, and decreases in projectile systems, partially offset by an increase in sales on combat systems programs, and
|
•
|
a decrease of $22,200 in Defense Electronic Systems due to startup and completions on multiple contracts.
|
•
|
a decrease of $58,600 in Space Systems Operations volumes due to the completion of the Space Shuttle Program, a space services contract and reduced production levels on multiple programs partially offset by increased classified programs, and
|
•
|
a decrease of $40,200 in Aerospace Structures primarily driven by completion of tool procurement/start-up activities, partially offset by increased classified programs.
|
•
|
a decrease of $95,000 in Missile Products due primarily to the loss of the Radford facility management contract,
|
•
|
a decrease of $87,800 in Small-Caliber Systems due to decreased demand for non-standard ammunition, reduced material purchases in preparation of a new contract, and a reduction in modernization due to the program nearing completion, and
|
•
|
a decrease of $12,600 in Defense Electronic Systems due to startup and completions on multiple contracts.
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2013
|
|
As a %
of Sales |
|
2012
|
|
As a %
of Sales |
|
Change
|
||||||||
Research and development
|
$
|
64,678
|
|
|
1.5
|
%
|
|
$
|
66,403
|
|
|
1.4
|
%
|
|
$
|
(1,725
|
)
|
Selling
|
162,359
|
|
|
3.7
|
%
|
|
169,984
|
|
|
3.7
|
%
|
|
(7,625
|
)
|
|||
General and administrative
|
244,189
|
|
|
5.6
|
%
|
|
262,923
|
|
|
5.7
|
%
|
|
(18,734
|
)
|
|||
Total
|
$
|
471,226
|
|
|
10.8
|
%
|
|
$
|
499,310
|
|
|
10.8
|
%
|
|
$
|
(28,084
|
)
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2013
|
|
Effective
Rate |
|
2012
|
|
Effective
Rate |
|
Change
|
||||||||
Income tax provision
|
$
|
120,243
|
|
|
30.6
|
%
|
|
$
|
143,762
|
|
|
35.3
|
%
|
|
$
|
(23,519
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows provided by operating activities
|
$
|
388,020
|
|
|
$
|
273,592
|
|
|
$
|
372,307
|
|
Cash flows used for investing activities
|
(1,441,989
|
)
|
|
(96,717
|
)
|
|
(114,957
|
)
|
|||
Cash flows (used for) provided by financing activities
|
903,254
|
|
|
(328,399
|
)
|
|
(390,811
|
)
|
|||
Net cash flows
|
$
|
(150,715
|
)
|
|
$
|
(151,524
|
)
|
|
$
|
(133,461
|
)
|
|
March 31, 2014
|
|
March 31, 2013
|
||||
Senior Credit Facility dated November 1, 2013:
|
|
|
|
||||
Term A Loan due 2018
|
$
|
997,375
|
|
|
$
|
—
|
|
Term B Loan due 2020
|
249,375
|
|
|
—
|
|
||
Revolving Credit Facility due 2018
|
—
|
|
|
—
|
|
||
Senior Credit Facility dated October 7, 2010:
|
|
|
|
||||
Term A Loan due 2015
|
—
|
|
|
340,000
|
|
||
Term A Loan due 2017
|
—
|
|
|
195,000
|
|
||
Revolving Credit Facility due 2015
|
—
|
|
|
—
|
|
||
5.25% Senior Notes due 2021
|
300,000
|
|
|
—
|
|
||
6.75% Senior Subordinated Notes due 2016
|
—
|
|
|
—
|
|
||
6.875% Senior Subordinated Notes due 2020
|
350,000
|
|
|
350,000
|
|
||
3.00% Convertible Senior Subordinated Notes due 2024
|
199,440
|
|
|
199,453
|
|
||
Principal amount of long-term debt
|
2,096,190
|
|
|
1,084,453
|
|
||
Less: Unamortized discounts
|
3,212
|
|
|
10,576
|
|
||
Carrying amount of long-term debt
|
2,092,978
|
|
|
1,073,877
|
|
||
Less: current portion
|
249,228
|
|
|
50,000
|
|
||
Carrying amount of long-term debt, excluding current portion
|
$
|
1,843,750
|
|
|
$
|
1,023,877
|
|
|
|
|
Payments due by period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
5 years
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
2,096,190
|
|
|
$
|
252,440
|
|
|
$
|
106,000
|
|
|
$
|
850,875
|
|
|
$
|
886,875
|
|
Interest on debt(1)
|
477,035
|
|
|
77,734
|
|
|
151,544
|
|
|
136,534
|
|
|
111,223
|
|
|||||
Operating leases
|
657,995
|
|
|
81,437
|
|
|
129,683
|
|
|
91,985
|
|
|
354,890
|
|
|||||
Environmental remediation costs, net
|
29,654
|
|
|
4,290
|
|
|
3,684
|
|
|
4,290
|
|
|
17,390
|
|
|||||
Pension and other PRB plan contributions
|
562,671
|
|
|
97,432
|
|
|
270,154
|
|
|
123,373
|
|
|
71,712
|
|
|||||
Total contractual obligations
|
$
|
3,823,545
|
|
|
$
|
513,333
|
|
|
$
|
661,065
|
|
|
$
|
1,207,057
|
|
|
$
|
1,442,090
|
|
|
|
|
Commitment Expiration by period
|
||||||||||||
|
Total
|
|
Within 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
||||||||
Other commercial commitments:
|
|
|
|
|
|
|
|
||||||||
Letters of credit
|
$
|
141,758
|
|
|
$
|
125,644
|
|
|
$
|
16,114
|
|
|
$
|
—
|
|
(1)
|
Includes interest on variable rate debt calculated based on interest rates at March 31,
2014
. Variable rate debt was approximately
59%
of ATK's total debt at March 31,
2014
.
|
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||||
|
Liability
|
|
Receivable
|
|
Liability
|
|
Receivable
|
||||||||
Amounts (payable) receivable
|
$
|
(58,194
|
)
|
|
$
|
28,540
|
|
|
$
|
(58,965
|
)
|
|
$
|
34,190
|
|
Unamortized discount
|
4,706
|
|
|
(2,152
|
)
|
|
2,745
|
|
|
(1,446
|
)
|
||||
Present value amounts (payable) receivable
|
$
|
(53,488
|
)
|
|
$
|
26,388
|
|
|
$
|
(56,220
|
)
|
|
$
|
32,744
|
|
•
|
As part of its acquisition of the Hercules Aerospace Company in fiscal 1995, ATK generally assumed responsibility for environmental compliance at the facilities acquired from Hercules(the "Hercules Facilities"). ATK believes that a portion of the compliance and remediation costs associated with the Hercules Facilities will be recoverable under U.S. Government contracts. If ATK were unable to recover those environmental remediation costs under these contracts, ATK believes these costs will be covered by Hercules Incorporated, a subsidiary of Ashland Inc., (Hercules) under environmental agreements entered into in connection with the Hercules acquisition. Under these agreements, Hercules has agreed to indemnify ATK for environmental conditions relating to releases or hazardous waste activities occurring prior to ATK's purchase of the Hercules Facilities as long as they were identified in accordance with the terms of the agreement; fines relating to pre-acquisition environmental compliance; and environmental claims arising out of breaches of Hercules' representations and warranties. Hercules is not required to indemnify ATK for any individual claims below $50,000. Hercules is obligated to indemnify ATK for the lowest cost response of remediation required at the facility that is acceptable to the applicable regulatory agencies. ATK is not responsible for conducting any remedial activities with respect to the Clearwater, FL facility. In accordance with its agreement with Hercules, ATK notified Hercules of all known contamination on non-federal lands on or before March 31, 2000, and on federal lands on or before March 31, 2005.
|
•
|
ATK generally assumed responsibility for environmental compliance at the Thiokol Facilities acquired from Alcoa Inc. ("Alcoa") in fiscal 2002. ATK expects that a portion of the compliance and remediation costs associated with the acquired Thiokol Facilities will be recoverable under U.S. Government contracts, In accordance with its agreement with Alcoa, ATK notified Alcoa of all known environmental remediation issues as of January 30, 2004. Of these known issues, ATK is responsible for any costs not recovered through U.S. Government contracts at Thiokol Facilities up to $14,000, ATK and Alcoa have agreed to split evenly any amounts between $14,000 and $34,000, and ATK is responsible for any payments in excess of $34,000. At this time, ATK believes that costs not recovered through U.S. Government contracts will be immaterial.
|
|
|
||
Fiscal 2015
|
$
|
4,290
|
|
Fiscal 2016
|
3,385
|
|
|
Fiscal 2017
|
299
|
|
|
Fiscal 2018
|
2,326
|
|
|
Fiscal 2019
|
1,964
|
|
|
Thereafter
|
17,390
|
|
|
Total
|
$
|
29,654
|
|
•
|
the adoption, implementation, and interpretation of new laws, regulations, or cleanup standards,
|
•
|
advances in technologies,
|
•
|
outcomes of negotiations or litigation with regulatory authorities and other parties,
|
•
|
additional information about the ultimate remedy selected at new and existing sites,
|
•
|
adjustment of ATK's share of the cost of such remedies,
|
•
|
changes in the extent and type of site utilization,
|
•
|
the discovery of new contamination,
|
•
|
the number of parties found liable at each site and their ability to pay,
|
•
|
more current estimates of liabilities for these contingencies, or
|
•
|
liabilities associated with resource restoration as a result of contamination from past practices.
|
|
|
Years Ended March 31
|
||||||||||
(Amounts in thousands except per share data)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Sales
|
|
$
|
4,775,128
|
|
|
$
|
4,362,145
|
|
|
$
|
4,613,399
|
|
Cost of sales
|
|
3,635,486
|
|
|
3,421,276
|
|
|
3,618,503
|
|
|||
Gross profit
|
|
1,139,642
|
|
|
940,869
|
|
|
994,896
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
62,520
|
|
|
64,678
|
|
|
66,403
|
|
|||
Selling
|
|
203,976
|
|
|
162,359
|
|
|
169,984
|
|
|||
General and administrative
|
|
282,840
|
|
|
244,189
|
|
|
262,923
|
|
|||
|
|
|
|
|
|
|
||||||
Income before interest, loss on extinguishment of debt, income taxes, and noncontrolling interest
|
|
590,306
|
|
|
469,643
|
|
|
495,586
|
|
|||
Interest expense
|
|
(80,044
|
)
|
|
(65,924
|
)
|
|
(89,296
|
)
|
|||
Interest income
|
|
252
|
|
|
538
|
|
|
676
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
(11,773
|
)
|
|
—
|
|
|||
Income before income taxes and noncontrolling interest
|
|
510,514
|
|
|
392,484
|
|
|
406,966
|
|
|||
Income tax provision
|
|
169,428
|
|
|
120,243
|
|
|
143,762
|
|
|||
Net income
|
|
341,086
|
|
|
272,241
|
|
|
263,204
|
|
|||
Less net income attributable to noncontrolling interest
|
|
171
|
|
|
436
|
|
|
592
|
|
|||
Net income attributable to Alliant Techsystems Inc.
|
|
$
|
340,915
|
|
|
$
|
271,805
|
|
|
$
|
262,612
|
|
Alliant Techsystems Inc. earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
10.76
|
|
|
$
|
8.38
|
|
|
$
|
7.99
|
|
Diluted
|
|
$
|
10.42
|
|
|
$
|
8.34
|
|
|
$
|
7.93
|
|
Cash dividends paid per share
|
|
$
|
1.10
|
|
|
$
|
0.92
|
|
|
$
|
0.20
|
|
Alliant Techsystems Inc. weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
31,671
|
|
|
32,447
|
|
|
32,874
|
|
|||
Diluted
|
|
32,723
|
|
|
32,608
|
|
|
33,112
|
|
|||
Net income (from above)
|
|
$
|
341,086
|
|
|
$
|
272,241
|
|
|
$
|
263,204
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Pension and other postretirement benefit liabilities:
|
|
|
|
|
|
|
||||||
Reclassification of prior service credits for pension and postretirement benefit plans recorded to net income, net of tax benefit of $11,240, $3,366, and $3,370
|
|
(18,125
|
)
|
|
(5,406
|
)
|
|
(5,392
|
)
|
|||
Reclassification of net actuarial loss for pension and postretirement benefit plans recorded to net income, net of tax expense of $(56,791), $(49,192), and $(38,042)
|
|
91,387
|
|
|
78,062
|
|
|
60,864
|
|
|||
Valuation adjustment for pension and postretirement benefit plans, net of tax (expense) benefit of $(48,772), $(9,575), and $94,968
|
|
78,522
|
|
|
15,456
|
|
|
(152,066
|
)
|
|||
Change in fair value of derivatives, net of tax benefit of $1,771, $3,586, and $17,060, respectively
|
|
(2,830
|
)
|
|
(5,608
|
)
|
|
(26,683
|
)
|
|||
Change in fair value of available-for-sale securities, net of tax (expense) benefit of $(29), $135, and $156, respectively
|
|
46
|
|
|
(210
|
)
|
|
(244
|
)
|
|||
Change in cumulative translation adjustment, net of tax benefit of $942, $0, and $0
|
|
(1,505
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
|
$
|
147,495
|
|
|
$
|
82,294
|
|
|
$
|
(123,521
|
)
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
488,581
|
|
|
354,535
|
|
|
139,683
|
|
|||
Less comprehensive income attributable to noncontrolling interest
|
|
171
|
|
|
436
|
|
|
592
|
|
|||
Comprehensive income attributable to Alliant Techsystems Inc.
|
|
$
|
488,410
|
|
|
$
|
354,099
|
|
|
$
|
139,091
|
|
|
|
March 31
|
||||||
(Amounts in thousands except share data)
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
266,632
|
|
|
$
|
417,289
|
|
Net receivables
|
|
1,473,820
|
|
|
1,312,573
|
|
||
Net inventories
|
|
558,250
|
|
|
315,064
|
|
||
Income tax receivable
|
|
—
|
|
|
22,066
|
|
||
Deferred income tax assets
|
|
93,616
|
|
|
106,566
|
|
||
Other current assets
|
|
69,280
|
|
|
45,174
|
|
||
Total current assets
|
|
2,461,598
|
|
|
2,218,732
|
|
||
Net property, plant, and equipment
|
|
697,551
|
|
|
602,320
|
|
||
Goodwill
|
|
1,916,921
|
|
|
1,251,536
|
|
||
Net intangible assets
|
|
577,850
|
|
|
109,954
|
|
||
Noncurrent deferred income tax assets
|
|
—
|
|
|
95,007
|
|
||
Deferred charges and other non-current assets
|
|
117,226
|
|
|
105,461
|
|
||
Total assets
|
|
$
|
5,771,146
|
|
|
$
|
4,383,010
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
249,228
|
|
|
50,000
|
|
||
Accounts payable
|
|
315,605
|
|
|
337,713
|
|
||
Contract advances and allowances
|
|
105,787
|
|
|
119,491
|
|
||
Accrued compensation
|
|
128,821
|
|
|
137,630
|
|
||
Accrued income taxes
|
|
7,877
|
|
|
—
|
|
||
Other accrued liabilities
|
|
322,832
|
|
|
262,021
|
|
||
Total current liabilities
|
|
1,130,150
|
|
|
906,855
|
|
||
Long-term debt
|
|
1,843,750
|
|
|
1,023,877
|
|
||
Noncurrent deferred income tax liabilities
|
|
117,515
|
|
|
—
|
|
||
Postretirement and postemployment benefits liabilities
|
|
74,874
|
|
|
94,087
|
|
||
Accrued pension liability
|
|
557,775
|
|
|
719,172
|
|
||
Other long-term liabilities
|
|
124,944
|
|
|
126,458
|
|
||
Total liabilities
|
|
3,849,008
|
|
|
2,870,449
|
|
||
Commitments and contingencies (Notes 10, 12 and 13)
|
|
|
|
|
||||
Common stock—$.01 par value:
|
|
|
|
|
||||
Authorized—180,000,000 shares
|
|
|
|
|
||||
Issued and outstanding—31,842,642 shares at March 31, 2014 and 32,318,295 shares at March 31, 2013
|
|
318
|
|
|
323
|
|
||
Additional paid-in-capital
|
|
534,015
|
|
|
534,137
|
|
||
Retained earnings
|
|
2,789,264
|
|
|
2,483,483
|
|
||
Accumulated other comprehensive loss
|
|
(680,809
|
)
|
|
(828,304
|
)
|
||
Common stock in treasury, at cost—9,712,877 shares held at March 31, 2014 and 9,237,154 shares held at March 31, 2013
|
|
(731,213
|
)
|
|
(687,470
|
)
|
||
Total Alliant Techsystems Inc. stockholders' equity
|
|
1,911,575
|
|
|
1,502,169
|
|
||
Noncontrolling interest
|
|
10,563
|
|
|
10,392
|
|
||
Total equity
|
|
1,922,138
|
|
|
1,512,561
|
|
||
Total liabilities and equity
|
|
$
|
5,771,146
|
|
|
$
|
4,383,010
|
|
|
|
Years Ended March 31
|
||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
341,086
|
|
|
$
|
272,241
|
|
|
$
|
263,204
|
|
Adjustments to net income to arrive at cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
94,072
|
|
|
94,903
|
|
|
98,037
|
|
|||
Amortization of intangible assets
|
|
23,704
|
|
|
11,159
|
|
|
10,848
|
|
|||
Amortization of debt discount
|
|
7,364
|
|
|
6,875
|
|
|
12,293
|
|
|||
Amortization of deferred financing costs
|
|
10,222
|
|
|
3,847
|
|
|
4,764
|
|
|||
Inventory write-downs
|
|
13,502
|
|
|
5,696
|
|
|
540
|
|
|||
Loss on the extinguishment of debt
|
|
—
|
|
|
11,773
|
|
|
—
|
|
|||
Deferred income taxes
|
|
12,159
|
|
|
(16,591
|
)
|
|
7,518
|
|
|||
Loss (gain) on disposal of property
|
|
8,262
|
|
|
(1,613
|
)
|
|
(2,928
|
)
|
|||
Share-based plans expense
|
|
12,701
|
|
|
12,025
|
|
|
6,724
|
|
|||
Excess tax benefits from share-based plans
|
|
(833
|
)
|
|
(2
|
)
|
|
(23
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Net receivables
|
|
9,390
|
|
|
34,602
|
|
|
(207,451
|
)
|
|||
Net inventories
|
|
(66,728
|
)
|
|
(62,265
|
)
|
|
(17,006
|
)
|
|||
Accounts payable
|
|
(118,641
|
)
|
|
4,160
|
|
|
42,557
|
|
|||
Contract advances and allowances
|
|
(39,466
|
)
|
|
(333
|
)
|
|
(2,103
|
)
|
|||
Accrued compensation
|
|
(16,022
|
)
|
|
13,200
|
|
|
(25,063
|
)
|
|||
Accrued income taxes
|
|
20,522
|
|
|
(26,042
|
)
|
|
19,801
|
|
|||
Pension and other postretirement benefits
|
|
65,500
|
|
|
(33,438
|
)
|
|
37,547
|
|
|||
Other assets and liabilities
|
|
11,226
|
|
|
(56,605
|
)
|
|
123,048
|
|
|||
Cash provided by operating activities
|
|
388,020
|
|
|
273,592
|
|
|
372,307
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(145,964
|
)
|
|
(96,889
|
)
|
|
(122,292
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
|
(1,301,687
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the disposition of property, plant, and equipment
|
|
5,662
|
|
|
172
|
|
|
7,335
|
|
|||
Cash used for investing activities
|
|
(1,441,989
|
)
|
|
(96,717
|
)
|
|
(114,957
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings on line of credit
|
|
280,000
|
|
|
—
|
|
|
—
|
|
|||
Repayments of line of credit
|
|
(280,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payments made on bank debt
|
|
(38,263
|
)
|
|
(35,000
|
)
|
|
(20,000
|
)
|
|||
Payments made to extinguish debt
|
|
(510,000
|
)
|
|
(409,000
|
)
|
|
(300,000
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
1,560,000
|
|
|
200,000
|
|
|
—
|
|
|||
Payments made for debt issue costs
|
|
(21,641
|
)
|
|
(1,458
|
)
|
|
—
|
|
|||
Purchase of treasury shares
|
|
(53,270
|
)
|
|
(58,371
|
)
|
|
(49,991
|
)
|
|||
Dividends paid
|
|
(35,134
|
)
|
|
(30,033
|
)
|
|
(26,552
|
)
|
|||
Proceeds from employee stock compensation plans
|
|
729
|
|
|
5,461
|
|
|
5,709
|
|
|||
Excess tax benefits from share-based plans
|
|
833
|
|
|
2
|
|
|
23
|
|
|||
Cash provided by (used for) financing activities
|
|
903,254
|
|
|
(328,399
|
)
|
|
(390,811
|
)
|
|||
Effect of foreign currency exchange rate fluctuations on cash
|
|
58
|
|
|
—
|
|
|
—
|
|
|||
Decrease in cash and cash equivalents
|
|
(150,657
|
)
|
|
(151,524
|
)
|
|
(133,461
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
417,289
|
|
|
568,813
|
|
|
702,274
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
266,632
|
|
|
$
|
417,289
|
|
|
$
|
568,813
|
|
Supplemental Cash Flow Disclosures:
|
|
|
|
|
|
|
||||||
Noncash investing activity:
|
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable
|
|
$
|
16,972
|
|
|
$
|
14,549
|
|
|
$
|
14,976
|
|
|
|
Common Stock $.01 Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
(Amounts in thousands except share data)
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
|||||||||||||||
Balance, March 31, 2011
|
|
33,519,072
|
|
|
$
|
335
|
|
|
$
|
559,279
|
|
|
$
|
2,005,651
|
|
|
$
|
(787,077
|
)
|
|
$
|
(621,430
|
)
|
|
$
|
9,364
|
|
|
$
|
1,166,122
|
|
Comprehensive income
|
|
|
|
|
|
|
|
262,612
|
|
|
(123,521
|
)
|
|
|
|
592
|
|
|
139,683
|
|
|||||||||||
Exercise of stock options
|
|
107,944
|
|
|
—
|
|
|
(2,580
|
)
|
|
—
|
|
|
—
|
|
|
8,289
|
|
|
—
|
|
|
5,709
|
|
|||||||
Restricted stock grants
|
|
201,429
|
|
|
—
|
|
|
(17,159
|
)
|
|
—
|
|
|
—
|
|
|
17,159
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
6,724
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,724
|
|
|||||||
Treasury Stock Purchased
|
|
(742,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,991
|
)
|
|
—
|
|
|
(49,991
|
)
|
|||||||
Performance shares issued net of treasury stock withheld
|
|
73,685
|
|
|
—
|
|
|
(8,752
|
)
|
|
—
|
|
|
—
|
|
|
5,946
|
|
|
—
|
|
|
(2,806
|
)
|
|||||||
Tax benefit related to share based plans and other
|
|
—
|
|
|
—
|
|
|
(1,173
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,173
|
)
|
|||||||
Dividends Paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,552
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,552
|
)
|
|||||||
Employee benefit plans and other
|
|
(17,722
|
)
|
|
(3
|
)
|
|
1,582
|
|
|
—
|
|
|
—
|
|
|
(2,544
|
)
|
|
—
|
|
|
(965
|
)
|
|||||||
Balance, March 31, 2012
|
|
33,142,408
|
|
|
332
|
|
|
537,921
|
|
|
2,241,711
|
|
|
(910,598
|
)
|
|
(642,571
|
)
|
|
9,956
|
|
|
1,236,751
|
|
|||||||
Comprehensive income
|
|
|
|
|
|
|
|
271,805
|
|
|
82,294
|
|
|
|
|
436
|
|
|
354,535
|
|
|||||||||||
Exercise of stock options
|
|
93,617
|
|
|
—
|
|
|
(1,552
|
)
|
|
—
|
|
|
—
|
|
|
7,013
|
|
|
—
|
|
|
5,461
|
|
|||||||
Restricted stock grants
|
|
82,409
|
|
|
—
|
|
|
(8,429
|
)
|
|
—
|
|
|
—
|
|
|
8,429
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
12,025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,025
|
|
|||||||
Treasury Stock Purchased
|
|
(1,003,938
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,511
|
)
|
|
—
|
|
|
(59,511
|
)
|
|||||||
Performance shares issued net of treasury stock withheld
|
|
44,964
|
|
|
—
|
|
|
(5,463
|
)
|
|
—
|
|
|
—
|
|
|
4,003
|
|
|
—
|
|
|
(1,460
|
)
|
|||||||
Tax benefit related to share based plans and other
|
|
—
|
|
|
—
|
|
|
(2,474
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,474
|
)
|
|||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,033
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,033
|
)
|
|||||||
Employee benefit plans and other
|
|
(41,165
|
)
|
|
(9
|
)
|
|
2,109
|
|
|
—
|
|
|
—
|
|
|
(4,833
|
)
|
|
—
|
|
|
(2,733
|
)
|
|||||||
Balance, March 31, 2013
|
|
32,318,295
|
|
|
323
|
|
|
534,137
|
|
|
2,483,483
|
|
|
(828,304
|
)
|
|
(687,470
|
)
|
|
10,392
|
|
|
1,512,561
|
|
|||||||
Comprehensive income
|
|
|
|
|
|
|
|
340,915
|
|
|
147,495
|
|
|
—
|
|
|
171
|
|
|
488,581
|
|
||||||||||
Exercise of stock options
|
|
13,173
|
|
|
—
|
|
|
(252
|
)
|
|
—
|
|
|
—
|
|
|
981
|
|
|
—
|
|
|
729
|
|
|||||||
Restricted stock grants
|
|
116,533
|
|
|
—
|
|
|
(9,517
|
)
|
|
—
|
|
|
—
|
|
|
9,517
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
12,701
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,701
|
|
|||||||
Treasury stock purchased
|
|
(609,922
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,130
|
)
|
|
—
|
|
|
(52,130
|
)
|
|||||||
Performance shares issued net of treasury stock withheld
|
|
34,138
|
|
|
—
|
|
|
(3,856
|
)
|
|
—
|
|
|
—
|
|
|
2,450
|
|
|
—
|
|
|
(1,406
|
)
|
|||||||
Tax benefit related to share based plans and other
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,134
|
)
|
|||||||
Employee benefit plans and other
|
|
(29,575
|
)
|
|
(5
|
)
|
|
708
|
|
|
—
|
|
|
—
|
|
|
(4,561
|
)
|
|
—
|
|
|
(3,858
|
)
|
|||||||
Balance, March 31, 2014
|
|
31,842,642
|
|
|
$
|
318
|
|
|
$
|
534,015
|
|
|
$
|
2,789,264
|
|
|
$
|
(680,809
|
)
|
|
$
|
(731,213
|
)
|
|
$
|
10,563
|
|
|
$
|
1,922,138
|
|
|
|
Percent of Sales
For Fiscal Years Ended:
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Sales to:
|
|
|
|
|
|
|
|||
U.S. Army
|
|
20
|
%
|
|
29
|
%
|
|
28
|
%
|
U.S. Navy
|
|
10
|
%
|
|
13
|
%
|
|
12
|
%
|
NASA
|
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
U.S. Air Force
|
|
4
|
%
|
|
6
|
%
|
|
6
|
%
|
Other U.S. Government customers
|
|
10
|
%
|
|
9
|
%
|
|
9
|
%
|
Total U.S. Government customers
|
|
53
|
%
|
|
67
|
%
|
|
65
|
%
|
Commercial and foreign customers
|
|
47
|
%
|
|
33
|
%
|
|
35
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Percent of Sales
|
|
Sales recorded under:
|
|
|
Long-term contracts method
|
61
|
%
|
Other method
|
39
|
%
|
Total
|
100
|
%
|
|
|
March 31
|
||||||
|
|
2014
|
|
2013
|
||||
Raw materials
|
|
$
|
136,414
|
|
|
$
|
102,238
|
|
Work/Contracts in process
|
|
150,071
|
|
|
82,454
|
|
||
Finished goods
|
|
271,765
|
|
|
130,372
|
|
||
Net inventories
|
|
$
|
558,250
|
|
|
$
|
315,064
|
|
Balance at April 1, 2012
|
$
|
21,450
|
|
Expense
|
8,957
|
|
|
Write-offs
|
(1,877
|
)
|
|
Reversals and other adjustments
|
(1,384
|
)
|
|
Balance at March 31, 2013
|
27,146
|
|
|
Expense
|
25,366
|
|
|
Write-offs
|
(6,461
|
)
|
|
Reversals and other adjustments
|
(5,403
|
)
|
|
Balance at March 31, 2014
|
$
|
40,648
|
|
|
|
Years Ended March 31
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Basic EPS shares outstanding
|
|
31,671
|
|
|
32,447
|
|
|
32,874
|
|
Dilutive effect of stock-based awards
|
|
376
|
|
|
161
|
|
|
238
|
|
Dilutive effect of contingently issuable shares
|
|
676
|
|
|
—
|
|
|
—
|
|
Diluted EPS shares outstanding
|
|
32,723
|
|
|
32,608
|
|
|
33,112
|
|
Shares excluded from the calculation of diluted EPS because the option exercise/threshold price was greater than the average market price of the common shares
|
|
45
|
|
|
5
|
|
|
5
|
|
|
|
March 31
|
||||||
|
|
2014
|
|
2013
|
||||
Derivatives
|
|
$
|
(5,022
|
)
|
|
$
|
(2,192
|
)
|
Pension and other postretirement benefit liabilities
|
|
(675,114
|
)
|
|
(826,898
|
)
|
||
Cumulative translation adjustment
|
|
(1,505
|
)
|
|
—
|
|
||
Available-for-sale securities
|
|
832
|
|
|
786
|
|
||
Total accumulated other comprehensive loss
|
|
$
|
(680,809
|
)
|
|
$
|
(828,304
|
)
|
|
|
As of March 31, 2014
|
||||||||||
|
|
Fair Value Measurements
Using Inputs Considered as
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Marketable securities
|
|
$
|
—
|
|
|
$
|
10,130
|
|
|
$
|
—
|
|
Derivatives
|
|
—
|
|
|
328
|
|
|
—
|
|
|||
Liabilities
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
—
|
|
|
$
|
8,459
|
|
|
$
|
—
|
|
|
|
As of March 31, 2013
|
||||||||||
|
|
Fair Value Measurements
Using Inputs Considered as
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Marketable securities
|
|
$
|
—
|
|
|
$
|
8,634
|
|
|
$
|
—
|
|
Derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Liabilities
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
—
|
|
|
$
|
3,530
|
|
|
$
|
—
|
|
|
|
As of March 31, 2014
|
|
As of March 31, 2013
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Fixed rate debt
|
|
$
|
846,228
|
|
|
$
|
1,062,078
|
|
|
$
|
538,877
|
|
|
$
|
596,467
|
|
Variable rate debt
|
|
1,246,750
|
|
|
1,247,062
|
|
|
535,000
|
|
|
534,513
|
|
•
|
commodity prices affecting the cost of raw materials and energy,
|
•
|
interest rates, and
|
•
|
foreign exchange risks
|
|
Number of
Pounds
|
|
Copper
|
31,400,000
|
|
Zinc
|
12,005,000
|
|
|
|
|
|
Asset Derivatives
Fair value as of
|
|
Liability Derivatives
Fair value as of
|
||||||||||||
|
|
Location
|
|
March 31, 2014
|
|
March 31, 2013
|
|
March 31, 2014
|
|
March 31, 2013
|
||||||||
Commodity forward contracts
|
|
Other current assets /
other accrued liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,212
|
|
|
$
|
2,871
|
|
Commodity forward contracts
|
|
Deferred charges and
other non-current
assets / other long
term liabilities
|
|
—
|
|
|
—
|
|
|
176
|
|
|
659
|
|
||||
Interest rate contracts
|
|
Deferred charges and
other non-current assets / other long-term liabilities |
|
328
|
|
|
—
|
|
|
2,071
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
328
|
|
|
$
|
—
|
|
|
$
|
8,459
|
|
|
$
|
3,530
|
|
|
|
Pretax amount of gain
(loss) reclassified from
Accumulated Other
Comprehensive Income
(Loss)
|
|
Gain or (loss) recognized
in income on derivative
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||||
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||
Fiscal year ended March 31, 2014
|
|
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Cost of Sales
|
|
$
|
(5,991
|
)
|
|
Cost of Sales
|
|
$
|
(1,637
|
)
|
Interest rate contracts
|
|
Interest expense
|
|
(1,900
|
)
|
|
Interest expense
|
|
—
|
|
||
Foreign currency forward contracts
|
|
Cost of Sales
|
|
—
|
|
|
Cost of Sales
|
|
—
|
|
||
Fiscal year ended March 31, 2013
|
|
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Cost of Sales
|
|
$
|
(7,284
|
)
|
|
Cost of Sales
|
|
$
|
—
|
|
Interest rate contracts
|
|
Interest expense
|
|
—
|
|
|
Interest expense
|
|
—
|
|
||
Foreign currency forward contracts
|
|
Cost of Sales
|
|
(30
|
)
|
|
Cost of Sales
|
|
—
|
|
Purchase Price net of cash acquired:
|
|
|
|
|
||||
Cash Paid
|
|
|
|
$
|
985,000
|
|
||
Cash Paid for additional working capital
|
|
|
|
4,066
|
|
|||
Total purchase price
|
|
|
|
$
|
989,066
|
|
||
Fair value of assets acquired:
|
|
|
|
|
||||
Net receivables
|
|
$
|
111,036
|
|
|
|
||
Net inventories
|
|
154,238
|
|
|
|
|||
Tradename, technology, and customer relationship intangibles
|
|
364,843
|
|
|
|
|||
Property, Plant, and Equipment
|
|
25,080
|
|
|
|
|||
Other assets
|
|
10,819
|
|
|
|
|||
Total assets
|
|
666,016
|
|
|
|
|||
Fair value of liabilities assumed:
|
|
|
|
|
||||
Accounts Payable
|
|
80,092
|
|
|
|
|||
Deferred tax liabilities
|
|
73,468
|
|
|
|
|||
Other liabilities
|
|
28,746
|
|
|
|
|||
Total liabilities
|
|
$
|
182,306
|
|
|
|
||
Net assets acquired
|
|
|
|
$
|
483,710
|
|
||
Preliminary goodwill
|
|
|
|
$
|
505,356
|
|
|
|
YEAR ENDED
|
||||||
(Amounts in thousands except per share data)
|
|
March 31, 2014
|
|
March 31, 2013
|
||||
Sales
|
|
$
|
5,129,315
|
|
|
$
|
4,913,427
|
|
Net income attributable to Alliant Techsystems Inc.
|
|
354,521
|
|
|
273,219
|
|
||
Basic earnings per common share
|
|
11.19
|
|
|
8.42
|
|
||
Diluted earnings per common share
|
|
10.83
|
|
|
8.38
|
|
|
|
YEAR ENDED
|
||||||
(Amounts in thousands)
|
|
March 31, 2014
|
|
March 31, 2013
|
||||
Inventory Step-up, net
1
|
|
$
|
(2,205
|
)
|
|
$
|
2,205
|
|
ATK/Bushnell fees for advisory, legal, accounting services
2
|
|
(11,111
|
)
|
|
11,111
|
|
|
|
March 31
|
||||||
|
|
2014
|
|
2013
|
||||
Billed receivables
|
|
|
|
|
||||
U.S. Government contracts
|
|
$
|
140,109
|
|
|
$
|
201,455
|
|
Commercial and other
|
|
365,245
|
|
|
228,684
|
|
||
Unbilled receivables
|
|
|
|
|
||||
U.S. Government contracts
|
|
517,861
|
|
|
501,381
|
|
||
Commercial and other
|
|
461,779
|
|
|
391,196
|
|
||
Less allowance for doubtful accounts
|
|
(11,174
|
)
|
|
(10,143
|
)
|
||
Net receivables
|
|
$
|
1,473,820
|
|
|
$
|
1,312,573
|
|
Balance at April 1, 2012
|
$
|
11,648
|
|
Expense
|
2,082
|
|
|
Write-offs
|
(275
|
)
|
|
Reversals and other adjustments
|
(3,312
|
)
|
|
Balance at March 31, 2013
|
10,143
|
|
|
Expense
|
7,183
|
|
|
Write-offs
|
(5,580
|
)
|
|
Reversals and other adjustments
|
(572
|
)
|
|
Balance at March 31, 2014
|
$
|
11,174
|
|
|
|
March 31
|
||||||
|
|
2014
|
|
2013
|
||||
Land
|
|
$
|
40,159
|
|
|
$
|
37,519
|
|
Buildings and improvements
|
|
335,030
|
|
|
314,877
|
|
||
Machinery and equipment
|
|
1,243,539
|
|
|
1,121,997
|
|
||
Property not yet in service
|
|
100,124
|
|
|
78,530
|
|
||
Gross property, plant, and equipment
|
|
1,718,852
|
|
|
1,552,923
|
|
||
Less accumulated depreciation
|
|
(1,021,301
|
)
|
|
(950,603
|
)
|
||
Net property, plant, and equipment
|
|
$
|
697,551
|
|
|
$
|
602,320
|
|
|
|
Aerospace
Group
|
|
Defense
Group
|
|
Sporting
Group
|
|
Total
|
||||||||
Balance at April 1, 2012
|
|
$
|
676,516
|
|
|
$
|
366,947
|
|
|
$
|
208,073
|
|
|
$
|
1,251,536
|
|
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at March 31, 2013
|
|
676,516
|
|
|
366,947
|
|
|
208,073
|
|
|
1,251,536
|
|
||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
665,201
|
|
|
665,201
|
|
||||
Effect of foreign currency exchange rates
|
|
—
|
|
|
—
|
|
|
184
|
|
|
184
|
|
||||
Balance at March 31, 2014
|
|
$
|
676,516
|
|
|
$
|
366,947
|
|
|
$
|
873,458
|
|
|
$
|
1,916,921
|
|
|
|
March 31
|
||||||
|
|
2014
|
|
2013
|
||||
Gross debt issuance costs
|
|
$
|
28,356
|
|
|
$
|
21,341
|
|
Less accumulated amortization
|
|
(4,084
|
)
|
|
(8,489
|
)
|
||
Net debt issuance costs
|
|
24,272
|
|
|
12,852
|
|
||
Parts inventory
|
|
10,921
|
|
|
10,886
|
|
||
Environmental remediation receivable
|
|
22,128
|
|
|
28,254
|
|
||
Derivative contracts
|
|
328
|
|
|
—
|
|
||
Other non-current assets
|
|
59,577
|
|
|
53,469
|
|
||
Total deferred charges and other non-current assets
|
|
$
|
117,226
|
|
|
$
|
105,461
|
|
|
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||||||||||||
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
||||||||||||
Trade name
|
|
$
|
184,660
|
|
|
$
|
(21,723
|
)
|
|
$
|
162,937
|
|
|
$
|
66,060
|
|
|
$
|
(13,531
|
)
|
|
$
|
52,529
|
|
Patented technology
|
|
33,389
|
|
|
(10,325
|
)
|
|
23,064
|
|
|
17,400
|
|
|
(7,230
|
)
|
|
10,170
|
|
||||||
Customer relationships and other
|
|
226,105
|
|
|
(38,554
|
)
|
|
187,551
|
|
|
34,185
|
|
|
(25,928
|
)
|
|
8,257
|
|
||||||
Total
|
|
$
|
444,154
|
|
|
$
|
(70,602
|
)
|
|
$
|
373,552
|
|
|
$
|
117,645
|
|
|
$
|
(46,689
|
)
|
|
$
|
70,956
|
|
Fiscal 2015
|
|
$
|
34,112
|
|
Fiscal 2016
|
|
32,712
|
|
|
Fiscal 2017
|
|
30,422
|
|
|
Fiscal 2018
|
|
30,422
|
|
|
Fiscal 2019
|
|
27,678
|
|
|
Thereafter
|
|
218,206
|
|
|
Total
|
|
$
|
373,552
|
|
|
|
March 31
|
||||||
|
|
2014
|
|
2013
|
||||
Employee benefits and insurance, including pension and other postretirement benefits
|
|
$
|
65,858
|
|
|
$
|
75,882
|
|
Warranty
|
|
19,080
|
|
|
19,669
|
|
||
Interest
|
|
8,341
|
|
|
1,887
|
|
||
Environmental remediation
|
|
8,550
|
|
|
6,847
|
|
||
Rebate
|
|
17,593
|
|
|
6,875
|
|
||
Deferred lease obligation
|
|
26,257
|
|
|
28,424
|
|
||
Derivative contracts
|
|
6,212
|
|
|
2,871
|
|
||
Federal excise tax
|
|
35,892
|
|
|
22,367
|
|
||
Other
|
|
135,049
|
|
|
97,199
|
|
||
Total other accrued liabilities—current
|
|
$
|
322,832
|
|
|
$
|
262,021
|
|
Environmental remediation
|
|
$
|
44,938
|
|
|
$
|
49,373
|
|
Management nonqualified deferred compensation plan
|
|
17,043
|
|
|
17,409
|
|
||
Non-current portion of accrued income tax liability
|
|
18,659
|
|
|
25,400
|
|
||
Deferred lease obligation
|
|
19,791
|
|
|
14,342
|
|
||
Other
|
|
24,513
|
|
|
19,934
|
|
||
Total other long-term liabilities
|
|
$
|
124,944
|
|
|
$
|
126,458
|
|
|
|
||
Balance at April 1, 2012
|
$
|
24,221
|
|
Payments made
|
(5,712
|
)
|
|
Warranties issued
|
3,387
|
|
|
Changes related to preexisting warranties
|
(2,227
|
)
|
|
Balance at March 31, 2013
|
19,669
|
|
|
Payments made
|
(6,724
|
)
|
|
Warranties issued
|
2,791
|
|
|
Warranties assumed in acquisition
|
3,629
|
|
|
Changes related to preexisting warranties
|
(285
|
)
|
|
Balance at March 31, 2014
|
$
|
19,080
|
|
|
|
March 31, 2014
|
|
March 31, 2013
|
||||
Senior Credit Facility dated November 1, 2013:
|
|
|
|
|
||||
Term A Loan due 2018
|
|
$
|
997,375
|
|
|
$
|
—
|
|
Term B Loan due 2020
|
|
249,375
|
|
|
—
|
|
||
Revolving Credit Facility due 2018
|
|
—
|
|
|
—
|
|
||
Senior Credit Facility dated October 7, 2010:
|
|
|
|
|
||||
Term A Loan due 2015
|
|
—
|
|
|
340,000
|
|
||
Term A Loan due 2017
|
|
—
|
|
|
195,000
|
|
||
Revolving Credit Facility due 2015
|
|
—
|
|
|
—
|
|
||
5.25% Senior Notes due 2021
|
|
300,000
|
|
|
—
|
|
||
6.875% Senior Subordinated Notes due 2020
|
|
350,000
|
|
|
350,000
|
|
||
3.00% Convertible Senior Subordinated Notes due 2024
|
|
199,440
|
|
|
199,453
|
|
||
Principal amount of long-term debt
|
|
2,096,190
|
|
|
1,084,453
|
|
||
Less: Unamortized discounts
|
|
3,212
|
|
|
10,576
|
|
||
Carrying amount of long-term debt
|
|
2,092,978
|
|
|
1,073,877
|
|
||
Less: current portion
|
|
249,228
|
|
|
50,000
|
|
||
Carrying amount of long-term debt, excluding current portion
|
|
$
|
1,843,750
|
|
|
$
|
1,023,877
|
|
|
|
|
|
||||
|
March 31, 2014
|
|
March 31, 2013
|
||||
Carrying amount of the equity component
|
$
|
56,849
|
|
|
$
|
56,849
|
|
Principal amount of the liability component
|
$
|
199,440
|
|
|
$
|
199,453
|
|
Unamortized discount of liability component
|
$
|
3,212
|
|
|
$
|
10,576
|
|
Net carrying amount of liability component
|
$
|
196,228
|
|
|
$
|
188,877
|
|
Remaining amortization period of discount (months)
|
5
|
|
|
17
|
|
||
Effective interest rate on liability component
|
7.000
|
%
|
|
7.000
|
%
|
|
Notional
|
|
Fair Value
|
|
Pay Fixed
|
|
Receive Floating
|
|
Maturity Date
|
||||||
Non-amortizing swap
|
$
|
100,000
|
|
|
$
|
(557
|
)
|
|
0.87
|
%
|
|
0.15
|
%
|
|
August 2016
|
Non-amortizing swap
|
$
|
100,000
|
|
|
$
|
(670
|
)
|
|
1.29
|
%
|
|
0.15
|
%
|
|
August 2017
|
Non-amortizing swap
|
$
|
100,000
|
|
|
$
|
(845
|
)
|
|
1.69
|
%
|
|
0.15
|
%
|
|
August 2018
|
Non-amortizing swap
|
$
|
50,000
|
|
|
$
|
(158
|
)
|
|
0.65
|
%
|
|
0.15
|
%
|
|
November 2016
|
Non-amortizing swap
|
$
|
50,000
|
|
|
$
|
169
|
|
|
1.10
|
%
|
|
0.15
|
%
|
|
November 2017
|
•
|
if, as a result of the sale of its capital stock, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;
|
•
|
if such Subsidiary Guarantor is designated as an “Unrestricted Subsidiary”;
|
•
|
upon defeasance or satisfaction and discharge of the 5.25% Notes or the 6.875% Notes, as applicable; and
|
•
|
if such Subsidiary Guarantor has been released from its guarantees of indebtedness under the Credit Agreement and all capital markets debt securities.
|
|
|
||
Fiscal 2015
|
$
|
252,440
|
|
Fiscal 2016
|
53,000
|
|
|
Fiscal 2017
|
53,000
|
|
|
Fiscal 2018
|
53,000
|
|
|
Fiscal 2019
|
797,875
|
|
|
Thereafter
|
886,875
|
|
|
Total
|
$
|
2,096,190
|
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
|
|
Years Ended March 31
|
|
Years Ended March 31
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Obligations and Funded Status
|
|
|
|
|
|
|
|
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
3,079,793
|
|
|
$
|
3,040,424
|
|
|
$
|
143,528
|
|
|
$
|
154,555
|
|
Service cost
|
|
34,763
|
|
|
64,030
|
|
|
9
|
|
|
3
|
|
||||
Interest cost
|
|
130,253
|
|
|
144,603
|
|
|
5,207
|
|
|
6,493
|
|
||||
Plan Amendments
|
|
(12,615
|
)
|
|
(183,583
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
|
(55,958
|
)
|
|
210,516
|
|
|
(8,953
|
)
|
|
(4,649
|
)
|
||||
Benefits paid
|
|
(187,948
|
)
|
|
(196,197
|
)
|
|
(11,726
|
)
|
|
(12,874
|
)
|
||||
Benefit obligation at end of year
|
|
$
|
2,988,288
|
|
|
$
|
3,079,793
|
|
|
$
|
128,065
|
|
|
$
|
143,528
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
2,357,024
|
|
|
$
|
2,154,458
|
|
|
$
|
58,676
|
|
|
$
|
56,084
|
|
Actual return on plan assets
|
|
211,788
|
|
|
210,544
|
|
|
2,513
|
|
|
4,913
|
|
||||
Retiree contributions
|
|
—
|
|
|
—
|
|
|
5,306
|
|
|
5,820
|
|
||||
Employer contributions
|
|
45,149
|
|
|
188,219
|
|
|
11,592
|
|
|
10,553
|
|
||||
Benefits paid
|
|
(187,948
|
)
|
|
(196,197
|
)
|
|
(17,032
|
)
|
|
(18,694
|
)
|
||||
Fair value of plan assets at end of year
|
|
2,426,013
|
|
|
2,357,024
|
|
|
61,055
|
|
|
58,676
|
|
||||
Funded status
|
|
$
|
(562,275
|
)
|
|
$
|
(722,769
|
)
|
|
$
|
(67,010
|
)
|
|
$
|
(84,852
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
|
|
Years Ended March 31
|
|
Years Ended March 31
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Amounts Recognized in the Balance Sheet
|
|
|
|
|
|
|
|
|
||||||||
Other accrued liabilities
|
|
$
|
(4,500
|
)
|
|
$
|
(3,597
|
)
|
|
$
|
(4,236
|
)
|
|
$
|
(4,600
|
)
|
Postretirement and postemployment benefits liabilities
|
|
—
|
|
|
—
|
|
|
(62,774
|
)
|
|
(80,252
|
)
|
||||
Accrued pension liability
|
|
(557,775
|
)
|
|
(719,172
|
)
|
|
—
|
|
|
—
|
|
||||
Net amount recognized
|
|
$
|
(562,275
|
)
|
|
$
|
(722,769
|
)
|
|
$
|
(67,010
|
)
|
|
$
|
(84,852
|
)
|
Accumulated other comprehensive loss (income) related to:
|
|
|
|
|
|
|
|
|
||||||||
Unrecognized net actuarial losses
|
|
$
|
1,291,756
|
|
|
$
|
1,544,282
|
|
|
$
|
16,903
|
|
|
$
|
27,237
|
|
Unrecognized prior service benefits
|
|
(176,030
|
)
|
|
(184,399
|
)
|
|
(26,031
|
)
|
|
(34,411
|
)
|
||||
Accumulated other comprehensive loss (income)
|
|
$
|
1,115,726
|
|
|
$
|
1,359,883
|
|
|
$
|
(9,128
|
)
|
|
$
|
(7,174
|
)
|
|
|
Pension
|
|
Other
Postretirement
Benefits
|
||||
Recognized net actuarial losses
|
|
$
|
119,257
|
|
|
$
|
1,636
|
|
Amortization of prior service benefits
|
|
(22,490
|
)
|
|
(8,377
|
)
|
||
Total
|
|
$
|
96,767
|
|
|
$
|
(6,741
|
)
|
|
|
March 31
|
||||||
|
|
2014
|
|
2013
|
||||
Information for Pension Plans with an Accumulated Benefit Obligation in Excess of Plan Assets
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
2,988,288
|
|
|
$
|
3,079,793
|
|
Accumulated benefit obligation
|
|
2,985,605
|
|
|
3,045,140
|
|
||
Fair value of plan assets
|
|
2,426,013
|
|
|
2,357,024
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
|
Years Ended March 31
|
|
Years Ended March 31
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
|
$
|
34,763
|
|
|
$
|
64,030
|
|
|
$
|
64,710
|
|
|
$
|
9
|
|
|
$
|
3
|
|
|
$
|
76
|
|
Interest cost
|
|
130,253
|
|
|
144,603
|
|
|
149,284
|
|
|
5,207
|
|
|
6,493
|
|
|
7,814
|
|
||||||
Expected return on plan assets
|
|
(161,111
|
)
|
|
(167,805
|
)
|
|
(175,590
|
)
|
|
(3,419
|
)
|
|
(3,253
|
)
|
|
(3,512
|
)
|
||||||
Amortization of unrecognized net loss
|
|
145,891
|
|
|
124,600
|
|
|
95,934
|
|
|
2,288
|
|
|
2,654
|
|
|
2,972
|
|
||||||
Amortization of unrecognized prior service cost
|
|
(20,984
|
)
|
|
(391
|
)
|
|
(381
|
)
|
|
(8,381
|
)
|
|
(8,381
|
)
|
|
(8,381
|
)
|
||||||
Net periodic benefit cost before special termination benefits cost / curtailment
|
|
128,812
|
|
|
165,037
|
|
|
133,957
|
|
|
(4,296
|
)
|
|
(2,484
|
)
|
|
(1,031
|
)
|
||||||
Special termination benefits cost / curtailment
|
|
—
|
|
|
2,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
128,812
|
|
|
$
|
167,952
|
|
|
$
|
133,957
|
|
|
$
|
(4,296
|
)
|
|
$
|
(2,484
|
)
|
|
$
|
(1,031
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-Average Assumptions Used to Determine Benefit Obligations as of March 31
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.50
|
%
|
|
4.35
|
%
|
|
4.90
|
%
|
|
3.95
|
%
|
|
3.80
|
%
|
|
4.40
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Union
|
|
3.22
|
%
|
|
3.23
|
%
|
|
3.26
|
%
|
|
|
|
|
|
|
|
||
Salaried
|
|
3.47
|
%
|
|
3.49
|
%
|
|
3.55
|
%
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.35
|
%
|
|
4.90
|
%
|
|
5.60
|
%
|
|
3.80
|
%
|
|
4.40
|
%
|
|
5.00
|
%
|
|
Expected long-term rate of return on plan assets
|
|
7.25
|
%
|
|
7.50
|
%
|
|
8.00
|
%
|
|
5.00
|
%
|
/
|
5.00
|
%
|
/
|
6.00
|
%
|
/
|
|
|
|
|
|
|
|
|
|
|
|
6.25
|
%
|
|
6.25
|
%
|
|
7.00
|
%
|
|
Rate of compensation increase:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Union
|
|
3.23
|
%
|
|
3.26
|
%
|
|
3.79
|
%
|
|
|
|
|
|
|
|
|
||
Salaried
|
|
3.49
|
%
|
|
3.55
|
%
|
|
4.02
|
%
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||
Weighted average health care cost trend rate
|
|
6.10
|
%
|
|
7.60
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
4.50
|
%
|
|
5.00
|
%
|
Fiscal year that the rate reaches the ultimate trend rate
|
|
2027
|
|
|
2022
|
|
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on total of service and interest cost
|
|
$
|
270
|
|
|
$
|
(240
|
)
|
Effect on postretirement benefit obligation
|
|
6,816
|
|
|
(6,068
|
)
|
|
|
Target
Range
|
|
Actual as of
March 31
|
||||
|
|
2015
|
|
2014
|
|
2013
|
||
Asset Category
|
|
|
|
|
|
|
||
Domestic equity
|
|
10 - 25%
|
|
19.4
|
%
|
|
25.0
|
%
|
International equity
|
|
10 - 20%
|
|
17.1
|
%
|
|
14.7
|
%
|
Fixed income
|
|
35 - 50%
|
|
38.7
|
%
|
|
37.8
|
%
|
Real assets
|
|
5 - 10%
|
|
5.0
|
%
|
|
7.2
|
%
|
Hedge funds/private equity
|
|
10 - 25%
|
|
18.8
|
%
|
|
12.8
|
%
|
Other investments/cash
|
|
0 - 6%
|
|
0.9
|
%
|
|
2.5
|
%
|
Total
|
|
100%
|
|
100
|
%
|
|
100
|
%
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Interest-bearing cash
|
|
$
|
—
|
|
|
$
|
4,062
|
|
|
$
|
—
|
|
|
$
|
4,062
|
|
U.S. Government securities
|
|
185,499
|
|
|
21,021
|
|
|
—
|
|
|
206,520
|
|
||||
Corporate debt
|
|
—
|
|
|
346,803
|
|
|
199
|
|
|
347,002
|
|
||||
Common stock
|
|
109,173
|
|
|
—
|
|
|
—
|
|
|
109,173
|
|
||||
Partnership/joint venture interest
|
|
—
|
|
|
—
|
|
|
689,073
|
|
|
689,073
|
|
||||
Other investments
|
|
(9
|
)
|
|
2,556
|
|
|
—
|
|
|
2,547
|
|
||||
Common/collective trusts
|
|
—
|
|
|
829,714
|
|
|
—
|
|
|
829,714
|
|
||||
Registered investment companies
|
|
63,945
|
|
|
130,819
|
|
|
—
|
|
|
194,764
|
|
||||
Value of funds in insurance company accounts
|
|
—
|
|
|
42,027
|
|
|
1,131
|
|
|
43,158
|
|
||||
Total
|
|
$
|
358,608
|
|
|
$
|
1,377,002
|
|
|
$
|
690,403
|
|
|
$
|
2,426,013
|
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Interest-bearing cash
|
|
$
|
—
|
|
|
$
|
36,100
|
|
|
$
|
—
|
|
|
$
|
36,100
|
|
U.S. Government securities
|
|
283,682
|
|
|
22,281
|
|
|
—
|
|
|
305,963
|
|
||||
Corporate debt
|
|
—
|
|
|
284,321
|
|
|
—
|
|
|
284,321
|
|
||||
Common stock
|
|
506,332
|
|
|
—
|
|
|
—
|
|
|
506,332
|
|
||||
Partnership/joint venture interest
|
|
245
|
|
|
—
|
|
|
578,158
|
|
|
578,403
|
|
||||
Other investments
|
|
1,062
|
|
|
1,484
|
|
|
—
|
|
|
2,546
|
|
||||
Common/collective trusts
|
|
—
|
|
|
518,551
|
|
|
—
|
|
|
518,551
|
|
||||
Registered investment companies
|
|
79,151
|
|
|
—
|
|
|
—
|
|
|
79,151
|
|
||||
Value of funds in insurance company accounts
|
|
|
|
|
44,452
|
|
|
1,205
|
|
|
45,657
|
|
||||
Total
|
|
$
|
870,472
|
|
|
$
|
907,189
|
|
|
$
|
579,363
|
|
|
$
|
2,357,024
|
|
|
|
Common Stock
|
|
Corporate Debt
|
|
Insurance
Contracts
|
|
Partnerships/
Joint Ventures
|
||||||||
Balance at April 1, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,205
|
|
|
$
|
578,158
|
|
Realized (losses) gains
|
|
2
|
|
|
—
|
|
|
4
|
|
|
34,321
|
|
||||
Net unrealized (losses) gains
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
25,561
|
|
||||
Net purchases, issuances, and settlements
|
|
(2
|
)
|
|
199
|
|
|
(70
|
)
|
|
51,033
|
|
||||
Net transfers into (out of) Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at March 31, 2014
|
|
$
|
—
|
|
|
$
|
199
|
|
|
$
|
1,131
|
|
|
$
|
689,073
|
|
|
|
Common Stock
|
|
Corporate Debt
|
|
Insurance
Contracts
|
|
Partnerships/
Joint Ventures
|
||||||||
Balance at April 1, 2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,278
|
|
|
$
|
526,762
|
|
Realized (losses) gains
|
|
—
|
|
|
—
|
|
|
5
|
|
|
10,229
|
|
||||
Net unrealized (losses) gains
|
|
—
|
|
|
—
|
|
|
1
|
|
|
33,985
|
|
||||
Net purchases, issuances, and settlements
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
7,182
|
|
||||
Net transfers into (out of) Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at March 31, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,205
|
|
|
$
|
578,158
|
|
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
2015
|
|
$
|
183,700
|
|
|
$
|
12,532
|
|
2016
|
|
177,900
|
|
|
12,082
|
|
||
2017
|
|
184,300
|
|
|
11,772
|
|
||
2018
|
|
188,000
|
|
|
11,438
|
|
||
2019
|
|
193,600
|
|
|
11,035
|
|
||
2020 through 2024
|
|
1,045,900
|
|
|
47,812
|
|
•
|
a matching contribution of
100%
of the first
3%
of the participant's contributed pay plus
50%
of the next
2%
of the participant's contributed pay, or
|
•
|
a matching contribution of
50%
of the first
6%
of the participant's contributed pay or,
|
•
|
a matching contribution of
100%
of the first
3%
of the participant's contributed pay plus
50%
of the next
3%
of the participant's contributed pay (subject to
one
-year vesting) and a non-elective contribution based on recognized compensation, age and service (subject to
three
-year vesting), or
|
•
|
an automatic enrollment of a
6%
pre-tax contribution rate (of which the participant can either change or opt out) along with a matching contribution of
100%
of the first
3%
of the participant's contributed pay plus
50%
of the next
3%
of the participant's contributed pay (subject to
one
-year vesting) and a non-elective contribution based on recognized compensation, age and service (subject to
three
-year vesting), or
|
•
|
a non-elective contribution based on the recognized compensation, age, and service (subject to three-year vesting), or
|
•
|
no matching contribution.
|
|
|
Years Ended March 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
US
|
|
$
|
509,849
|
|
|
$
|
392,094
|
|
|
$
|
403,204
|
|
Non-US
|
|
665
|
|
|
390
|
|
|
3,762
|
|
|||
Income before income taxes and noncontrolling interest
|
|
$
|
510,514
|
|
|
$
|
392,484
|
|
|
$
|
406,966
|
|
|
|
Years Ended March 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
147,540
|
|
|
$
|
128,822
|
|
|
$
|
128,651
|
|
State
|
|
6,507
|
|
|
7,688
|
|
|
7,176
|
|
|||
Non-US
|
|
2,845
|
|
|
324
|
|
|
414
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
9,047
|
|
|
(16,009
|
)
|
|
7,315
|
|
|||
State
|
|
3,489
|
|
|
(582
|
)
|
|
206
|
|
|||
Income tax provision
|
|
$
|
169,428
|
|
|
$
|
120,243
|
|
|
$
|
143,762
|
|
|
|
Years Ended March 31
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Statutory federal income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal impact
|
|
2.6
|
%
|
|
2.6
|
%
|
|
2.6
|
%
|
Domestic manufacturing deduction
|
|
(3.0
|
)%
|
|
(2.9
|
)%
|
|
(2.6
|
)%
|
Estimated nondeductible portion of litigation
|
|
—
|
%
|
|
—
|
%
|
|
1.3
|
%
|
Research and development credit
|
|
(0.8
|
)%
|
|
(0.7
|
)%
|
|
(0.5
|
)%
|
Change in prior year contingent tax liabilities
|
|
(1.9
|
)%
|
|
(3.0
|
)%
|
|
(0.2
|
)%
|
Impact of non-US operations
|
|
0.4
|
%
|
|
—
|
%
|
|
(0.3
|
)%
|
Other
|
|
0.7
|
%
|
|
(0.6
|
)%
|
|
(0.2
|
)%
|
Change in valuation allowance
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
Income tax provision
|
|
33.2
|
%
|
|
30.6
|
%
|
|
35.3
|
%
|
|
|
Years Ended March 31
|
||||||
|
|
2014
|
|
2013
|
||||
Deferred tax assets
|
|
$
|
729,219
|
|
|
$
|
805,736
|
|
Deferred tax liabilities
|
|
(739,529
|
)
|
|
(599,921
|
)
|
||
Valuation allowance
|
|
(13,589
|
)
|
|
(4,242
|
)
|
||
Net deferred tax (liabilities) assets
|
|
$
|
(23,899
|
)
|
|
$
|
201,573
|
|
Other comprehensive income provision
|
|
$
|
426,448
|
|
|
$
|
523,288
|
|
Other
|
|
51,335
|
|
|
37,983
|
|
||
Other reserves
|
|
42,987
|
|
|
37,701
|
|
||
Accruals for employee benefits
|
|
35,555
|
|
|
36,585
|
|
||
Post retirement benefit obligations
|
|
32,945
|
|
|
41,079
|
|
||
Inventory
|
|
30,773
|
|
|
15,097
|
|
||
Contract method of revenue recognition
|
|
23,659
|
|
|
22,772
|
|
||
Intangible assets
|
|
(250,592
|
)
|
|
(78,653
|
)
|
||
Pension
|
|
(241,011
|
)
|
|
(261,057
|
)
|
||
Property, plant, equipment
|
|
(94,922
|
)
|
|
(101,277
|
)
|
||
Debt-related
|
|
(67,487
|
)
|
|
(67,703
|
)
|
||
Valuation allowance
|
|
(13,589
|
)
|
|
(4,242
|
)
|
||
Net deferred income tax (liabilities) assets
|
|
$
|
(23,899
|
)
|
|
$
|
201,573
|
|
|
|
Year ended March 31, 2014
|
|
Year ended March 31, 2013
|
|
Year ended March 31, 2012
|
||||||
Unrecognized Tax Benefits—beginning of period
|
|
$
|
25,657
|
|
|
$
|
34,715
|
|
|
$
|
29,532
|
|
Gross increases—tax positions in prior periods
|
|
15,412
|
|
|
158
|
|
|
702
|
|
|||
Gross decreases—tax positions in prior periods
|
|
(13,172
|
)
|
|
(13,116
|
)
|
|
(1,618
|
)
|
|||
Gross increases—current-period tax positions
|
|
4,573
|
|
|
5,376
|
|
|
6,493
|
|
|||
Settlements
|
|
—
|
|
|
(1,298
|
)
|
|
—
|
|
|||
Lapse of statute of limitations
|
|
(153
|
)
|
|
(178
|
)
|
|
(394
|
)
|
|||
Unrecognized Tax Benefits—end of period
|
|
$
|
32,317
|
|
|
$
|
25,657
|
|
|
$
|
34,715
|
|
Fiscal 2015
|
$
|
81,437
|
|
Fiscal 2016
|
75,166
|
|
|
Fiscal 2017
|
54,517
|
|
|
Fiscal 2018
|
48,820
|
|
|
Fiscal 2019
|
43,165
|
|
|
Thereafter
|
354,890
|
|
|
Total
|
$
|
657,995
|
|
|
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||||
|
|
Liability
|
|
Receivable
|
|
Liability
|
|
Receivable
|
||||||||
Amounts (payable) receivable
|
|
$
|
(58,194
|
)
|
|
$
|
28,540
|
|
|
$
|
(58,965
|
)
|
|
$
|
34,190
|
|
Unamortized discount
|
|
4,706
|
|
|
(2,152
|
)
|
|
2,745
|
|
|
(1,446
|
)
|
||||
Present value amounts (payable) receivable
|
|
$
|
(53,488
|
)
|
|
$
|
26,388
|
|
|
$
|
(56,220
|
)
|
|
$
|
32,744
|
|
•
|
As part of its acquisition of the Hercules Aerospace Company in fiscal 1995, ATK generally assumed responsibility for environmental compliance at the facilities acquired from Hercules ("the Hercules Facilities"). ATK believes that a portion of the compliance and remediation costs associated with the Hercules Facilities will be recoverable under U.S.
|
•
|
ATK generally assumed responsibility for environmental compliance at the Thiokol Facilities acquired from Alcoa Inc. ("Alcoa") in fiscal 2002. ATK expects that a portion of the compliance and remediation costs associated with the acquired Thiokol Facilities will be recoverable under U.S. Government contracts. In accordance with its agreement with Alcoa, ATK notified Alcoa of all known environmental remediation issues as of January 30, 2004. Of these known issues, ATK is responsible for any costs not recovered through U.S. Government contracts at Thiokol Facilities up to
$14,000
, ATK and Alcoa have agreed to split evenly any amounts between
$14,000
and
$34,000
, and ATK is responsible for any payments in excess of
$34,000
. At this time, ATK believes that costs not recovered through U.S. Government contracts will be immaterial.
|
Fiscal 2015
|
$
|
4,290
|
|
Fiscal 2016
|
3,385
|
|
|
Fiscal 2017
|
299
|
|
|
Fiscal 2018
|
2,326
|
|
|
Fiscal 2019
|
1,964
|
|
|
Thereafter
|
17,390
|
|
|
Total
|
$
|
29,654
|
|
•
|
54,489
shares were earned during fiscal
2014
upon achievement of certain financial performance goals, including EPS, for the fiscal
2012
through fiscal
2014
period and were distributed or deferred in May
2014
. As other financial performance goals were not met,
165,951
shares were forfeited during fiscal
2014
.
|
•
|
up to
102,848
shares will become payable only upon achievement of certain financial performance goals, including sales growth, and return on invested capital for the fiscal
2013
through fiscal
2015
period;
|
•
|
up to
94,926
shares will become payable only upon achievement of certain performance goals, including sales growth and return on invested capital, for the fiscal
2014
through fiscal
2016
period; and
|
•
|
up to
82,456
shares will become payable only upon achievement of certain performance goals, including sales and return on invested capital, for the fiscal
2015
through fiscal
2017
period.
|
|
|
Fiscal 2014
|
|
Fiscal 2012
|
||
Risk-free rate
|
|
0.81
|
%
|
|
1.22
|
%
|
Expected volatility
|
|
26.64
|
%
|
|
27.90
|
%
|
Expected dividend yield
|
|
0.96
|
%
|
|
1.17
|
%
|
Expected award life
|
|
3
|
|
|
3
|
|
|
|
Year ended March 31, 2014
|
|
Year ended March 31, 2013
|
|
Year ended March 31, 2012
|
Risk-free rate
|
|
1.86%-2.07%
|
|
1.02%-1.22%
|
|
0.82%
|
Expected volatility
|
|
25.95%-26.71%
|
|
25.87%
|
|
25.03%
|
Expected dividend yield
|
|
1.27%-1.58%
|
|
1.49%-1.90%
|
|
1.27%
|
Expected option life
|
|
7 years
|
|
7 years
|
|
7 years
|
|
|
Shares
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (in years) |
|
Aggregate Intrinsic
Value (per option) |
|||||
Outstanding at March 31, 2011
|
|
606,922
|
|
|
$
|
62.85
|
|
|
|
|
|
||
Granted
|
|
135,661
|
|
|
56.79
|
|
|
|
|
|
|||
Exercised
|
|
(107,944
|
)
|
|
52.88
|
|
|
|
|
|
|||
Forfeited/expired
|
|
(216,517
|
)
|
|
65.64
|
|
|
|
|
|
|||
Outstanding at March 31, 2012
|
|
418,122
|
|
|
62.02
|
|
|
2.7
|
|
$
|
—
|
|
|
Granted
|
|
114,628
|
|
|
65.32
|
|
|
|
|
|
|||
Exercised
|
|
(93,617
|
)
|
|
58.34
|
|
|
|
|
|
|||
Forfeited/expired
|
|
(176,885
|
)
|
|
66.55
|
|
|
|
|
|
|||
Outstanding at March 31, 2013
|
|
262,248
|
|
|
61.72
|
|
|
2.7
|
|
—
|
|
||
Granted
|
|
47,490
|
|
|
130.86
|
|
|
|
|
|
|
||
Exercised
|
|
(13,173
|
)
|
|
55.32
|
|
|
|
|
|
|
||
Forfeited/expired
|
|
(26,160
|
)
|
|
62.34
|
|
|
|
|
|
|
||
Outstanding at March 31, 2014
|
|
270,405
|
|
|
$
|
74.11
|
|
|
8.3
|
|
$
|
68.04
|
|
Options exercisable at:
|
|
|
|
|
|
|
|
|
|||||
March 31, 2014
|
|
114,083
|
|
|
$
|
61.63
|
|
|
8.0
|
|
$
|
80.52
|
|
March 31, 2013
|
|
70,145
|
|
|
$
|
61.28
|
|
|
5.2
|
|
$
|
13.98
|
|
March 31, 2012
|
|
282,461
|
|
|
$
|
64.53
|
|
|
0.7
|
|
$
|
—
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value |
|||
Nonvested at March 31, 2011
|
|
854,524
|
|
|
$
|
78.85
|
|
Granted
|
|
347,287
|
|
|
60.63
|
|
|
Canceled/forfeited
|
|
(161,307
|
)
|
|
61.79
|
|
|
Vested
|
|
(64,263
|
)
|
|
69.51
|
|
|
Nonvested at March 31, 2012
|
|
976,241
|
|
|
67.08
|
|
|
Granted
|
|
213,536
|
|
|
63.17
|
|
|
Canceled/forfeited
|
|
(287,326
|
)
|
|
69.44
|
|
|
Vested
|
|
(144,009
|
)
|
|
68.59
|
|
|
Nonvested at March 31, 2013
|
|
758,442
|
|
|
65.42
|
|
|
Granted
|
|
240,663
|
|
|
114.65
|
|
|
Canceled/forfeited
|
|
(214,083
|
)
|
|
68.65
|
|
|
Vested
|
|
(193,986
|
)
|
|
66.60
|
|
|
Nonvested at March 31, 2014
|
|
591,036
|
|
|
$
|
83.91
|
|
|
|
Termination
Benefits
|
|
Asset
Impairment
|
|
Facility
Closure
and Other
Costs
|
|
Total
|
||||||||
Balance at April 1, 2012
|
|
$
|
7,148
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
7,173
|
|
Expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash paid
|
|
(6,294
|
)
|
|
—
|
|
|
(25
|
)
|
|
(6,319
|
)
|
||||
Non-cash settlements
|
|
(854
|
)
|
|
—
|
|
|
—
|
|
|
(854
|
)
|
||||
Balance at March 31, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year ended March 31, 2014
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Sales
|
|
$
|
—
|
|
|
$
|
4,652,506
|
|
|
$
|
162,754
|
|
|
$
|
(40,132
|
)
|
|
$
|
4,775,128
|
|
Cost of sales
|
|
—
|
|
|
3,548,338
|
|
|
127,280
|
|
|
(40,132
|
)
|
|
3,635,486
|
|
|||||
Gross profit
|
|
—
|
|
|
1,104,168
|
|
|
35,474
|
|
|
—
|
|
|
1,139,642
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
—
|
|
|
59,800
|
|
|
2,720
|
|
|
—
|
|
|
62,520
|
|
|||||
Selling
|
|
—
|
|
|
187,726
|
|
|
16,250
|
|
|
—
|
|
|
203,976
|
|
|||||
General and administrative
|
|
12,701
|
|
|
258,131
|
|
|
12,008
|
|
|
—
|
|
|
282,840
|
|
|||||
Income before interest, loss on extinguishment of debt, income taxes, and noncontrolling interest
|
|
(12,701
|
)
|
|
598,511
|
|
|
4,496
|
|
|
—
|
|
|
590,306
|
|
|||||
Equity in income/(loss) of subsidiaries
|
|
397,892
|
|
|
(2,641
|
)
|
|
—
|
|
|
(395,251
|
)
|
|
—
|
|
|||||
Interest expense
|
|
(79,918
|
)
|
|
—
|
|
|
(1,833
|
)
|
|
1,707
|
|
|
(80,044
|
)
|
|||||
Interest income
|
|
—
|
|
|
1,547
|
|
|
412
|
|
|
(1,707
|
)
|
|
252
|
|
|||||
Income before income taxes and noncontrolling interest
|
|
305,273
|
|
|
597,417
|
|
|
3,075
|
|
|
(395,251
|
)
|
|
510,514
|
|
|||||
Income tax provision
|
|
(35,642
|
)
|
|
201,520
|
|
|
3,550
|
|
|
—
|
|
|
169,428
|
|
|||||
Net income
|
|
340,915
|
|
|
395,897
|
|
|
(475
|
)
|
|
(395,251
|
)
|
|
341,086
|
|
|||||
Less net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
|||||
Net income attributable to Alliant Techsystems Inc.
|
|
$
|
340,915
|
|
|
$
|
395,897
|
|
|
$
|
(646
|
)
|
|
$
|
(395,251
|
)
|
|
$
|
340,915
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
340,915
|
|
|
$
|
395,897
|
|
|
$
|
(475
|
)
|
|
$
|
(395,251
|
)
|
|
$
|
341,086
|
|
Total other comprehensive income
|
|
$
|
147,495
|
|
|
$
|
149,000
|
|
|
$
|
(1,505
|
)
|
|
$
|
(147,495
|
)
|
|
$
|
147,495
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
|
488,410
|
|
|
544,897
|
|
|
(1,980
|
)
|
|
(542,746
|
)
|
|
488,581
|
|
|||||
Less comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
|||||
Comprehensive income attributable to Alliant Techsystems Inc.
|
|
$
|
488,410
|
|
|
$
|
544,897
|
|
|
$
|
(2,151
|
)
|
|
$
|
(542,746
|
)
|
|
$
|
488,410
|
|
|
|
March 31, 2014
|
||||||||||||||||||
(Amounts in thousands except share data)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
220,056
|
|
|
$
|
46,576
|
|
|
$
|
—
|
|
|
$
|
266,632
|
|
Net receivables
|
|
—
|
|
|
1,418,583
|
|
|
55,237
|
|
|
|
|
|
1,473,820
|
|
|||||
Due from affiliates
|
|
—
|
|
|
4,876
|
|
|
—
|
|
|
(4,876
|
)
|
|
—
|
|
|||||
Net inventories
|
|
—
|
|
|
499,046
|
|
|
59,204
|
|
|
|
|
|
558,250
|
|
|||||
Income tax receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred income tax assets
|
|
—
|
|
|
88,543
|
|
|
5,073
|
|
|
|
|
|
93,616
|
|
|||||
Other current assets
|
|
—
|
|
|
57,324
|
|
|
11,956
|
|
|
|
|
|
69,280
|
|
|||||
Total current assets
|
|
—
|
|
|
2,288,428
|
|
|
178,046
|
|
|
(4,876
|
)
|
|
2,461,598
|
|
|||||
Net property, plant, and equipment
|
|
—
|
|
|
684,424
|
|
|
13,127
|
|
|
|
|
|
697,551
|
|
|||||
Investment in subsidiaries
|
|
5,921,889
|
|
|
203,738
|
|
|
—
|
|
|
(6,125,627
|
)
|
|
—
|
|
|||||
Goodwill
|
|
—
|
|
|
1,783,737
|
|
|
133,184
|
|
|
|
|
|
1,916,921
|
|
|||||
Net intangible assets
|
|
—
|
|
|
527,565
|
|
|
50,285
|
|
|
|
|
|
577,850
|
|
|||||
Long-term due from affiliates
|
|
—
|
|
|
1,997,307
|
|
|
—
|
|
|
(1,997,307
|
)
|
|
—
|
|
|||||
Deferred charges and other non-current assets
|
|
24,600
|
|
|
92,475
|
|
|
151
|
|
|
|
|
|
117,226
|
|
|||||
Total assets
|
|
$
|
5,946,489
|
|
|
$
|
7,577,674
|
|
|
$
|
374,793
|
|
|
$
|
(8,127,810
|
)
|
|
$
|
5,771,146
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
|
$
|
249,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
249,228
|
|
Accounts payable
|
|
—
|
|
|
300,132
|
|
|
15,473
|
|
|
—
|
|
|
315,605
|
|
|||||
Due to affiliates
|
|
—
|
|
|
—
|
|
|
4,876
|
|
|
(4,876
|
)
|
|
—
|
|
|||||
Contract advances and allowances
|
|
—
|
|
|
105,592
|
|
|
195
|
|
|
—
|
|
|
105,787
|
|
|||||
Accrued compensation
|
|
—
|
|
|
125,908
|
|
|
2,913
|
|
|
—
|
|
|
128,821
|
|
|||||
Accrued income taxes
|
|
—
|
|
|
6,254
|
|
|
1,623
|
|
|
—
|
|
|
7,877
|
|
|||||
Other accrued liabilities
|
|
14,553
|
|
|
269,809
|
|
|
38,470
|
|
|
—
|
|
|
322,832
|
|
|||||
Total current liabilities
|
|
263,781
|
|
|
807,695
|
|
|
63,550
|
|
|
(4,876
|
)
|
|
1,130,150
|
|
|||||
Long-term debt
|
|
1,843,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,843,750
|
|
|||||
Noncurrent deferred income tax liabilities
|
|
—
|
|
|
103,149
|
|
|
14,366
|
|
|
—
|
|
|
117,515
|
|
|||||
Postretirement and postemployment benefits liabilities
|
|
—
|
|
|
74,874
|
|
|
—
|
|
|
—
|
|
|
74,874
|
|
|||||
Accrued pension liability
|
|
—
|
|
|
557,775
|
|
|
—
|
|
|
—
|
|
|
557,775
|
|
|||||
Long-term due to affiliates
|
|
1,925,136
|
|
|
—
|
|
|
72,168
|
|
|
(1,997,304
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
|
2,247
|
|
|
122,153
|
|
|
544
|
|
|
|
|
|
124,944
|
|
|||||
Total liabilities
|
|
4,034,914
|
|
|
1,665,646
|
|
|
150,628
|
|
|
(2,002,180
|
)
|
|
3,849,008
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity attributable to ATK and subsidiaries
|
|
1,911,575
|
|
|
5,912,028
|
|
|
213,602
|
|
|
(6,125,630
|
)
|
|
1,911,575
|
|
|||||
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
10,563
|
|
|
—
|
|
|
10,563
|
|
|||||
Total equity
|
|
1,911,575
|
|
|
5,912,028
|
|
|
224,165
|
|
|
(6,125,630
|
)
|
|
1,922,138
|
|
|||||
Total liabilities and equity
|
|
$
|
5,946,489
|
|
|
$
|
7,577,674
|
|
|
$
|
374,793
|
|
|
$
|
(8,127,810
|
)
|
|
$
|
5,771,146
|
|
|
|
Year ended March 31, 2014
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used for) operating activities
|
|
$
|
(13,545
|
)
|
|
$
|
391,347
|
|
|
$
|
15,218
|
|
|
$
|
(5,000
|
)
|
|
$
|
388,020
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
(142,274
|
)
|
|
(3,690
|
)
|
|
—
|
|
|
(145,964
|
)
|
|||||
Acquisitions of business, net of cash acquired
|
|
(1,344,118
|
)
|
|
37,005
|
|
|
5,426
|
|
|
—
|
|
|
(1,301,687
|
)
|
|||||
Due to (from) Affiliates
|
|
—
|
|
|
(454,409
|
)
|
|
—
|
|
|
454,409
|
|
|
—
|
|
|||||
Proceeds from the disposition of property, plant, and equipment
|
|
—
|
|
|
5,662
|
|
|
—
|
|
|
—
|
|
|
5,662
|
|
|||||
Cash provided by (used for) investing activities
|
|
(1,344,118
|
)
|
|
(554,016
|
)
|
|
1,736
|
|
|
454,409
|
|
|
(1,441,989
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Due to (from) Affiliates
|
|
454,409
|
|
|
—
|
|
|
—
|
|
|
(454,409
|
)
|
|
—
|
|
|||||
Borrowings on line of credit
|
|
280,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
280,000
|
|
|||||
Repayments of line of credit
|
|
(280,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(280,000
|
)
|
|||||
Payments made on bank debt
|
|
(38,263
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,263
|
)
|
|||||
Payments made to extinguish debt
|
|
(510,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(510,000
|
)
|
|||||
Proceeds from issuance of long-term debt
|
|
1,560,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,560,000
|
|
|||||
Payments made for debt issue costs
|
|
(21,641
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,641
|
)
|
|||||
Purchase of treasury shares
|
|
(53,270
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,270
|
)
|
|||||
Dividends paid
|
|
(35,134
|
)
|
|
—
|
|
|
(5,000
|
)
|
|
5,000
|
|
|
(35,134
|
)
|
|||||
Proceeds from employee stock compensation plans
|
|
729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
729
|
|
|||||
Excess tax benefits from share-based plans
|
|
833
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
833
|
|
|||||
Cash provided by (used for) financing activities
|
|
1,357,663
|
|
|
—
|
|
|
(5,000
|
)
|
|
(449,409
|
)
|
|
903,254
|
|
|||||
Effect of foreign currency exchange rate fluctuations on cash
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
(162,669
|
)
|
|
12,012
|
|
|
—
|
|
|
(150,657
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
382,725
|
|
|
34,564
|
|
|
—
|
|
|
417,289
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
220,056
|
|
|
$
|
46,576
|
|
|
$
|
—
|
|
|
$
|
266,632
|
|
•
|
Aerospace Group, which generated
26%
of ATK’s external sales in fiscal
2014
, develops and produces rocket motor systems for human and cargo launch vehicles, conventional and strategic missiles, and missile defense interceptors. They also produce small and micro-satellites, satellite components, structures and subsystems, lightweight space deployables and solar arrays, and provide engineering and technical services. Additionally, the Aerospace Group operates in the military and commercial aircraft and launch structures markets. Other products include ordnance, such as decoy and illuminating flares.
|
•
|
Defense Group, which generated
35%
of ATK’s external sales in fiscal
2014
, develops and produces military small, medium, and large caliber ammunition, propulsion systems for tactical missiles and missile defense applications, strike weapons, precision munitions, gun systems, aircraft survivability systems, fuzes and warheads, energetic materials and special mission aircraft.
|
•
|
Sporting Group, which generated
39%
of ATK’s external sales in fiscal
2014
, develops and produces ammunition, accessories, rifles and shotguns for the hunting, shooting, law enforcement, outdoor and sporting markets.
|
Fiscal
|
|
U.S. Government
Sales
|
|
Percent of
sales
|
|||
2014
|
|
$
|
2,524,742
|
|
|
53
|
%
|
2013
|
|
2,931,893
|
|
|
67
|
%
|
|
2012
|
|
2,922,202
|
|
|
65
|
%
|
|
|
Year ended March 31, 2014
|
||||||||||||||||||
|
|
Aerospace
Group |
|
Defense Group
|
|
Sporting Group
|
|
Corporate
|
|
Total
|
||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
|
$
|
1,257,530
|
|
|
$
|
1,667,707
|
|
|
$
|
1,849,891
|
|
|
$
|
—
|
|
|
$
|
4,775,128
|
|
Intercompany
|
|
19,922
|
|
|
283,077
|
|
|
12,442
|
|
|
(315,441
|
)
|
|
—
|
|
|||||
Total
|
|
1,277,452
|
|
|
1,950,784
|
|
|
1,862,333
|
|
|
(315,441
|
)
|
|
4,775,128
|
|
|||||
Capital expenditures
|
|
61,366
|
|
|
42,061
|
|
|
40,288
|
|
|
2,249
|
|
|
145,964
|
|
|||||
Depreciation
|
|
42,663
|
|
|
20,110
|
|
|
24,880
|
|
|
6,419
|
|
|
94,072
|
|
|||||
Amortization of intangible assets
|
|
1,248
|
|
|
1,864
|
|
|
20,592
|
|
|
—
|
|
|
23,704
|
|
|||||
Income before interest, loss on extinguishment of debt, income taxes and noncontrolling interest
|
|
141,692
|
|
|
210,669
|
|
|
270,523
|
|
|
(32,578
|
)
|
|
590,306
|
|
|||||
Total assets
|
|
$
|
1,646,563
|
|
|
$
|
1,209,150
|
|
|
$
|
2,382,617
|
|
|
$
|
532,816
|
|
|
$
|
5,771,146
|
|
|
|
Year ended March 31, 2013
|
||||||||||||||||||
|
|
Aerospace
Group |
|
Defense Group
|
|
Sporting Group
|
|
Corporate
|
|
Total
|
||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
|
$
|
1,248,446
|
|
|
$
|
1,957,650
|
|
|
$
|
1,156,049
|
|
|
$
|
—
|
|
|
$
|
4,362,145
|
|
Intercompany
|
|
19,273
|
|
|
152,021
|
|
|
27,207
|
|
|
(198,501
|
)
|
|
—
|
|
|||||
Total
|
|
1,267,719
|
|
|
2,109,671
|
|
|
1,183,256
|
|
|
(198,501
|
)
|
|
4,362,145
|
|
|||||
Capital expenditures
|
|
42,758
|
|
|
25,518
|
|
|
23,395
|
|
|
5,218
|
|
|
96,889
|
|
|||||
Depreciation
|
|
41,375
|
|
|
30,055
|
|
|
17,298
|
|
|
6,175
|
|
|
94,903
|
|
|||||
Amortization of intangible assets
|
|
1,466
|
|
|
1,864
|
|
|
7,829
|
|
|
—
|
|
|
11,159
|
|
|||||
Income before interest, loss on extinguishment of debt, income taxes and noncontrolling interest
|
|
144,392
|
|
|
270,498
|
|
|
118,325
|
|
|
(63,572
|
)
|
|
469,643
|
|
|||||
Total assets
|
|
$
|
1,580,775
|
|
|
$
|
1,122,416
|
|
|
$
|
803,493
|
|
|
$
|
876,326
|
|
|
$
|
4,383,010
|
|
|
|
Year ended March 31, 2012
|
||||||||||||||||||
|
|
Aerospace
Group |
|
Defense Group
|
|
Sporting Group
|
|
Corporate
|
|
Total
|
||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
|
$
|
1,347,802
|
|
|
$
|
2,262,777
|
|
|
$
|
1,002,820
|
|
|
$
|
—
|
|
|
$
|
4,613,399
|
|
Intercompany
|
|
16,432
|
|
|
131,454
|
|
|
21,029
|
|
|
(168,915
|
)
|
|
—
|
|
|||||
Total
|
|
1,364,234
|
|
|
2,394,231
|
|
|
1,023,849
|
|
|
(168,915
|
)
|
|
4,613,399
|
|
|||||
Capital expenditures
|
|
74,194
|
|
|
18,911
|
|
|
21,742
|
|
|
7,445
|
|
|
122,292
|
|
|||||
Depreciation
|
|
46,061
|
|
|
31,741
|
|
|
16,741
|
|
|
3,494
|
|
|
98,037
|
|
|||||
Amortization of intangible assets
|
|
1,142
|
|
|
1,864
|
|
|
7,842
|
|
|
—
|
|
|
10,848
|
|
|||||
Income before interest, loss on extinguishment of debt, income taxes and noncontrolling interest
|
|
143,817
|
|
|
319,428
|
|
|
91,234
|
|
|
(58,893
|
)
|
|
495,586
|
|
|||||
Total assets
|
|
$
|
1,539,899
|
|
|
$
|
1,193,503
|
|
|
$
|
750,622
|
|
|
$
|
1,057,722
|
|
|
$
|
4,541,746
|
|
|
|
Fiscal 2014 Quarter Ended
|
||||||||||||||
|
|
June 30
|
|
September 29
|
|
December 29
|
|
March 31
|
||||||||
Sales
|
|
$
|
1,078,743
|
|
|
$
|
1,142,381
|
|
|
$
|
1,208,404
|
|
|
$
|
1,345,600
|
|
Gross profit
|
|
242,012
|
|
|
267,426
|
|
|
289,170
|
|
|
341,034
|
|
||||
Net income attributable to Alliant Techsystems Inc.
|
|
72,038
|
|
|
92,591
|
|
|
80,286
|
|
|
96,000
|
|
||||
Alliant Techsystems Inc.'s earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
2.26
|
|
|
2.92
|
|
|
2.55
|
|
|
3.04
|
|
||||
Diluted earnings per share
|
|
2.24
|
|
|
2.86
|
|
|
2.46
|
|
|
2.90
|
|
||||
Cash dividends per share:
|
|
|
|
|
|
|
|
|
||||||||
Declared
|
|
0.26
|
|
|
0.26
|
|
|
0.32
|
|
|
0.32
|
|
||||
Paid
|
|
0.26
|
|
|
0.26
|
|
|
0.26
|
|
|
0.32
|
|
|
|
Fiscal 2013 Quarter Ended
|
||||||||||||||
|
|
July 1
|
|
September 30
|
|
December 30
|
|
March 31
|
||||||||
Sales
|
|
$
|
1,082,301
|
|
|
$
|
1,069,787
|
|
|
$
|
1,056,182
|
|
|
$
|
1,153,875
|
|
Gross profit
|
|
249,622
|
|
|
228,268
|
|
|
219,627
|
|
|
243,352
|
|
||||
Net income attributable to Alliant Techsystems Inc.
|
|
70,829
|
|
|
65,063
|
|
|
63,175
|
|
|
72,738
|
|
||||
Alliant Techsystems Inc.'s earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
2.17
|
|
|
2.01
|
|
|
1.95
|
|
|
2.25
|
|
||||
Diluted earnings per share
|
|
2.16
|
|
|
2.00
|
|
|
1.93
|
|
|
2.23
|
|
||||
Cash dividends per share:
|
|
|
|
|
|
|
|
|
||||||||
Declared
|
|
0.20
|
|
|
0.26
|
|
|
0.26
|
|
|
0.26
|
|
||||
Paid
|
|
0.20
|
|
|
0.20
|
|
|
0.26
|
|
|
0.26
|
|
/s/ Mark W. DeYoung
|
President and Chief Executive Officer
|
|
/s/ Neal S. Cohen
|
Executive Vice President and Chief Financial Officer
|
|
|
ALLIANT TECHSYSTEMS INC.
|
||||
Date: May 22, 2014
|
|
By:
|
|
/s/ Neal S. Cohen
|
||
|
|
|
|
Name:
|
|
Neal S. Cohen
|
|
|
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Mark W. DeYoung
|
|
|
Mark W. DeYoung
|
|
President and Chief Executive Officer (principal executive officer), and Director
|
/s/ Neal S. Cohen
|
|
|
Neal S. Cohen
|
|
Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
|
*
|
|
|
Michael Callahan
|
|
Director
|
*
|
|
|
Roxanne J. Decyk
|
|
Director
|
*
|
|
|
Martin C. Faga
|
|
Director
|
*
|
|
|
Ronald R. Fogleman
|
|
Chairman of the Board
|
*
|
|
|
April H. Foley
|
|
Director
|
*
|
|
|
Tig H. Krekel
|
|
Director
|
*
|
|
|
Douglas L. Maine
|
|
Director
|
*
|
|
|
Roman Martinez IV
|
|
Director
|
*
|
|
|
Mark H. Ronald
|
|
Director
|
Date: May 22, 2014
|
*By:
|
|
/s/ Scott D. Chaplin
|
||
|
|
|
Name:
|
|
Scott D. Chaplin
|
|
|
|
|
|
Attorney-in-fact
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
2.1*
|
|
Stock Purchase Agreement, dated as of September 4, 2013, by and among Bushnell Group Holdings, Inc., MidOcean Bushnell Holdings, L.P. and the Registrant (Exhibit 2.1 to Form 8-K dated September 4, 2013).
|
|
|
|
2.2*
|
|
Transaction Agreement, dated as of April 28, 2014 among ATK, Sporting, Vista Merger Sub Inc. and Orbital (Exhibit 2.1 to Form 8-K dated April 28, 2014).
|
|
|
|
3(i).1*
|
|
Restated Certificate of Incorporation of the Registrant, effective July 20, 1990, including Certificate of Correction effective September 21, 1990 (Exhibit 3(i).1 to Form 10-Q for the quarter ended September 28, 2008).
|
|
|
|
3(i).2*
|
|
Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant, effective September 28, 1990 (Exhibit 3(i).2 to Form 10-Q for the quarter ended September 28, 2008).
|
|
|
|
3(i).3*
|
|
Certificate of Amendment of Restated Certificate of Incorporation, effective August 8, 2001 (Exhibit 3(i).3 to Form 10-Q for the quarter ended September 28, 2008).
|
|
|
|
3 (i).4*
|
|
Certificate of Amendment of Restated Certificate of Incorporation, effective August 7, 2002 (Exhibit 3(i).4 to Form 10-Q for the quarter ended September 28, 2008).
|
|
|
|
3 (i).5*
|
|
Certificate of Amendment of Restated Certificate of Incorporation, effective August 5, 2008 (Exhibit 3(i).5 to Form 10-Q for the quarter ended September 28, 2008).
|
|
|
|
3(ii).1*
|
|
Bylaws of the Registrant, as Amended and Restated Effective August 1, 2006 (Exhibit 3.1 to Form 8-K dated August 1, 2006).
|
|
|
|
4.1.1*
|
|
Indenture, dated as of November 1, 2013, among the Registrant, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (Exhibit 4.1 to Form 8-K dated November 1, 2013).
|
|
|
|
4.1.2*
|
|
Supplemental Indenture, dated as of November 1, 2013, among the Registrant, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (Exhibit 4.2 to Form 8-K dated November 1, 2013).
|
|
|
|
4.1.3*
|
|
Form of 5.25% Senior Notes due 2021 (Exhibit A to Exhibit 4.1 to Form 8-K dated November 1, 2013).
|
|
|
|
4.1.4*
|
|
Registration Rights Agreement, dated November 1, 2013, by and among the Registrant, the subsidiaries of the Registrant party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein (Exhibit 4.4 to Form 8-K dated November 1, 2013).
|
|
|
|
4.2.1*
|
|
Indenture, dated as of March 15, 2006, between the Registrant and The Bank of New York Trust Company, N.A., as trustee, relating to 6.875% Senior Subordinated Notes due 2020 (Exhibit 4.9 to the Registration Statement on Form S-3ASR dated March 2, 2006).
|
|
|
|
4.2.2*
|
|
Second Supplemental Indenture, dated as of September 13, 2010, among the Registrant, as issuer, certain subsidiaries of the Registrant, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 6.875% Senior Subordinated Notes due 2020 (Exhibit 4.1 to Form 8-K dated September 8, 2010).
|
|
|
|
4.3.1*
|
|
Indenture dated as of August 13, 2004 among the Registrant, as Issuer, the Subsidiary Guarantors identified in the Indenture and BNY Midwest Trust Company, as Trustee, relating to 3.00% Convertible Senior Subordinated Notes due 2024 (Exhibit 4.1 to Form 10-Q for the quarter ended October 3, 2004).
|
|
|
|
4.3.2*
|
|
First Supplemental Indenture dated as of October 26, 2004 to Indenture, dated as of August 13, 2004 among the Registrant, as Issuer, Subsidiary Guarantors identified in the Indenture and BNY Midwest Trust Company, as Trustee (Exhibit 4.2 to Form 10-Q for the quarter ended October 3, 2004).
|
|
|
|
10.1*
|
|
Third Amended and Restated Credit Agreement, dated as of November 1, 2013, among the Registrant, as the Borrower; Bank of America, N.A., as Administrative Agent; the Lenders party thereto; The Bank of Tokyo-Mitsubishi UFJ, LTD., RBC Capital Markets, Suntrust Robinson Humphrey, Inc., U.S. Bank National Association, and Wells Fargo Bank National Association, as Co-Syndication Agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, LTD., RBC Capital Markets, Suntrust Robinson Humphrey, Inc., U.S. Bank National Association, and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunning Managers; and Citibank, N.A., Fifth Third Bank, JPMorgan Chase Bank, N.A., Morgan Stanley Bank, N.A., PNC Bank National Association, Regions Bank, and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents (Exhibit 10.1 to Form 8-K dated November 1, 2013).
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
10.2*
|
|
Purchase and Sale Agreement, dated as of October 28, 1994, between the Registrant and Hercules Incorporated (the "Purchase Agreement"), including certain exhibits and certain schedules and a list of schedules and exhibits omitted (Exhibit 2 to Form 8-K dated October 28, 1994).
|
|
|
|
10.3*
|
|
Master Amendment to Purchase Agreement, dated as of March 15, 1995, between the Registrant and Hercules Incorporated, including exhibits (Exhibit 2.2 to Form 8-K dated March 15, 1995).
|
|
|
|
10.4.1*
|
|
Environmental Agreement, dated as of October 28, 1994, between the Registrant and Hercules Incorporated (Exhibit 10.2.1 to the Form 10-K for the year ended March 31, 2003 (the "Fiscal 2003 Form 10-K")).
|
|
|
|
10.4.2*
|
|
Amendment to Environmental Agreement, dated March 15, 1995 (Exhibit 10.2.2 to the Fiscal 2003 Form 10-K).
|
|
|
|
10.5*#
|
|
Form of Indemnification Agreement between the Registrant and its directors and officers (Exhibit 10.6 to Amendment No. 1, filed September 17, 1990, to the Form 10 Registration Statement filed with the Securities and Exchange Commission on July 20, 1990).
|
|
|
|
10.6*#
|
|
Description of non-employee Directors' cash and equity compensation ("Director Compensation—Summary Compensation Information" on pages 17-18 of Schedule 14A filed on June 14, 2013).
|
|
|
|
10.7.1*#
|
|
Non-Employee Director Restricted Stock Award and Stock Deferral Program (as amended and restated October 30, 2007) Under the Alliant Techsystems Inc. 2005 Stock Incentive Plan (Exhibit 10.1 to Form 8-K dated October 29, 2007).
|
10.7.2*#
|
|
Amendment No. 1 (effective July 31, 2013) to Non-Employee Director Restricted Stock Award and Stock Deferral Program (as amended and restated October 30, 2007) Under the Alliant Techsystems Inc. 2005 Stock Incentive Plan (Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2013).
|
|
|
|
10.8*#
|
|
Amended and Restated Non-Employee Director Restricted Stock Plan, Amended and Restated as of October 30, 2007 (Exhibit 10.3 to Form 8-K dated October 29, 2007).
|
|
|
|
10.9*#
|
|
Deferred Fee Plan for Non-Employee Directors, as amended and restated October 30, 2007 (Exhibit 10.2 to Form 8-K dated October 29, 2007).
|
|
|
|
10.10*#
|
|
Description of compensation arrangement for Neal S. Cohen, the Registrant's Chief Financial Officer (Item 5.02 of Form 8-K dated January 30, 2012).
|
|
|
|
10.11*#
|
|
Alliant Techsystems Inc. Executive Officer Incentive Plan (As Amended and Restated Effective August 2, 2011) (Exhibit 10.1 to Form 8-K dated August 1, 2011).
|
|
|
|
10.12.1*#
|
|
Alliant Techsystems Inc. 2005 Stock Incentive Plan (As Amended and Restated Effective August 7, 2012) (Exhibit 10.1 to Form 8-K dated August 7, 2012).
|
|
|
|
10.12.2*#
|
|
Form of Non-Qualified Stock Option Agreement (Cliff Vesting - Blake Larson) under the Alliant Techsystems Inc. 2005 Stock Incentive Plan (Exhibit 10.25.2 to the Form 10-K for the year ended March 31, 2006).
|
|
|
|
10.12.3*#
|
|
Form of Non-Qualified Stock Option Award Agreement (Installment Vesting) under the Alliant Techsystems Inc. 2005 Stock Incentive Plan, for option grants in the years ended March 31, 2012 and March 31, 2013 (Exhibit 10.13.3 to the Form 10-K for the year ended March 31, 2012 (the "Fiscal 2012 Form 10-K")).
|
|
|
|
10.12.4#
|
|
Form of Non-Qualified Stock Option Award Agreement (Installment Vesting) under the Alliant Techsystems Inc. 2005 Stock Incentive Plan, for option grants in the year ended March 31, 2014.
|
|
|
|
10.12.5*#
|
|
Form of Performance Growth Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the Fiscal Year 2012-2014 Performance Period (Exhibit 10.13.7 to the Form 10-K for the year ended March 31, 2011 (the "Fiscal 2011 Form 10-K")).
|
|
|
|
10.12.6*#
|
|
Form of Performance Growth Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the Fiscal Year 2013-2015 Performance Period (Exhibit 10.13.7 to the Fiscal 2012 Form 10-K).
|
|
|
|
10.12.7*#
|
|
Form of Performance Growth Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the Fiscal Year 2014-2016 Performance Period (Exhibit 10.12.7 to the Form 10-K for the year ended March 31, 2013).
|
|
|
|
10.12.8#
|
|
Form of Performance Growth Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the Fiscal Year 2015-2017 Performance Period.
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
10.12.9*#
|
|
Form of Relative Stockholder Return Performance Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the Fiscal Year 2012-2014 Performance Period (Exhibit 10.13.10 to the Fiscal 2011 Form 10-K).
|
|
|
|
10.12.10*#
|
|
Form of Restricted Stock Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan (Exhibit 10.1 to Form 8-K dated January 30, 2012).
|
|
|
|
10.12.11#
|
|
Form of Restricted Stock Award Agreement (Installment Vesting) under the Alliant Techsystems Inc. 2005 Stock Incentive Plan, for restricted stock grants in the year ended March 31, 2014.
|
|
|
|
10.13.1*#
|
|
Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan (Exhibit 10.16.1 to the Form 10-K for the year ended March 31, 2007).
|
|
|
|
10.13.2*#
|
|
Amendment No. 1 to Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan effective May 8, 2001 (Exhibit 10.7.2 to the Form 10-K for the year ended March 31, 2002 (the "Fiscal 2002 Form 10-K")).
|
|
|
|
10.13.3*#
|
|
Amendment No. 2 to Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan effective March 19, 2002 (Exhibit 10.7.3 to the Fiscal 2002 Form 10-K).
|
|
|
|
10.13.4*#
|
|
Amendment No. 3 to Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan effective October 29, 2002 (Exhibit 10.6.4 to the Form 10-K for the year ended March 31, 2004).
|
|
|
|
10.13.5*#
|
|
Amendment No. 4 to Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan effective October 29, 2002 (Exhibit 10.3 to Form 8-K dated January 30, 2007).
|
|
|
|
10.14.1*#
|
|
Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan, as Amended and Restated October 29, 2007 (Exhibit 10.6 to Form 8-K dated October 29, 2007).
|
|
|
|
10.14.2*#
|
|
Trust Agreement for Nonqualified Deferred Compensation Plan effective January 1, 2003 (Exhibit 10.9.2 to the Fiscal 2003 Form 10-K).
|
|
|
|
10.15*#
|
|
Alliant Techsystems Inc. Executive Severance Plan as amended effective October 29, 2007 (Exhibit 10.7 to Form 8-K dated October 29, 2007).
|
|
|
|
10.16*#
|
|
Alliant Techsystems Inc. Defined Benefit Supplemental Executive Retirement Plan, as Amended and Restated effective July 1, 2013 (Exhibit 10.1 to Form 8-K dated January 31, 2013).
|
|
|
|
10.17*#
|
|
Alliant Techsystems Inc. Defined Contribution Supplemental Executive Retirement Plan, as Amended and Restated effective July 1, 2013 (Exhibit 10.2 to Form 8-K dated January 31, 2013).
|
|
|
|
10.18*#
|
|
Alliant Techsystems Inc. Income Security Plan, As Amended and Restated, Effective July 1, 2013 (Exhibit 10.1 to Form 8-K dated July 30, 2013).
|
|
|
|
10.19.1*#
|
|
Trust Under Income Security Plan dated May 4, 1998 (effective March 2, 1998), by and between the Registrant and U.S. Bank National Association (Exhibit 10.20.1 to the Form 10-K for the fiscal year ended March 31, 1998).
|
|
|
|
10.19.2*#
|
|
First Amendment to the Trust Under the Income Security Plan effective December 4, 2001, by and between the Registrant and U.S. Bank National Association (Exhibit 10.17.2 to the Fiscal 2002 Form 10-K).
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
14*
|
|
The Registrant's Business Ethics Code of Conduct is available on the
Corporate Governance
page of the Registrant's website at http://ir.atk.com/phoenix.zhtml?c=118594&p=irol-govhighlights by selecting the Business Ethics Code of Conduct link.
|
|
|
|
21
|
|
Subsidiaries of the Registrant as of March 31, 2014.
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
24
|
|
Power of Attorney.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer.
|
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
(Installment Vesting)
|
||
|
|
|
|
1.
|
The Grant.
Alliant Techsystems Inc., a Delaware corporation (the “Company”), hereby grants to you, on the terms and conditions set forth in this Non-Qualified Stock Option Award Agreement (this “Agreement”) and in the Alliant Techsystems Inc. 2005 Stock Incentive Plan (the “Plan”), an option (the “Option”) (a) as of the date (the “Grant Date”), (b) for the purchase of the number of shares of common stock of the Company (the “Shares”), (c) at an option price per Share and (d) with the expiration date (the “Expiration Date”), which the Company or its agent provided to you separately in writing through an electronic notice and on-line grant acceptance web page (the “Electronic Notice and On-Line Grant Acceptance”).
|
||
2.
|
Exercise of Option.
The exercise of the Option is subject to the following terms and conditions:
|
||
|
(a)
|
The Option may be exercised only by you (or by your appropriate representatives in the event of your death), in whole or in part from time to time as provided in Paragraph 2(b) below, during the period commencing on the date set forth in Paragraph 2(b) below and ending on the earlier of (i) the Expiration Date or (ii) the expiration of the applicable period following the date of your termination of employment with the Company or one of its Affiliates (as defined in the Plan), as provided in Paragraph 4 below. In no event, however, may you exercise the Option to any extent after the Expiration Date.
|
|
|
(b)
|
The Option shall become exercisable to the extent of
one third of the Shares on each of the first, second, and third anniversaries of the Grant Date
. Once the Option has become exercisable, you may exercise it to the extent set forth in the preceding sentence at any time thereafter, subject to the provisions of this Agreement.
|
|
|
(c)
|
The Option shall become immediately exercisable in full after a Change in Control (as defined in Appendix A to this Agreement). However, if you are or become a participant in the Company’s Income Security Plan or any successor or substitute plan (the “ISP”), the terms relating to the exercisability of the Option, including whether a Change in Control has occurred, shall be governed by the provisions of the ISP.
|
|
3.
|
Manner of Exercise.
The Option shall be exercised by the delivery of written notice of exercise (the “Notice”) to the Company or its agent. The Notice shall be in electronic form or such other form as the Company may prescribe and shall specify the number of Shares as to which you are exercising the Option, and shall be accompanied by payment of the purchase price of the Shares either in cash (certified or cashier’s check payable to the Company or by wire transfer to the Company) or by the delivery of Shares, or both. The Notice shall also be accompanied by such other information and documents as the Company, in its discretion, may request.
|
||
4.
|
Termination of Employment.
Subject to the provisions of Paragraph 2 above, the Option may be exercised as provided in the Plan and this Agreement to the following extent for the following period after your termination of employment:
|
||
|
(a)
|
For three years if your termination of employment is a result of your death, to the extent exercisable on the date of death;
|
|
|
(b)
|
For three years if your termination of employment is a result of your Retirement (as defined in Appendix A to this Agreement) or involuntary layoff, to the extent exercisable on the date of such termination of employment, provided, however, that if you die after such termination of employment, your appropriate representatives may exercise the Option within 180 days after your death but no later than three years after such termination of employment;
|
|
|
(c)
|
For three years if your termination of employment is a result of Disability (as defined in Appendix A to this Agreement), to the extent exercisable on the date of such termination of employment, provided, however, that if you die after such termination of employment, your appropriate representatives may exercise the Option within 180 days after your death but no later than three years after such termination of employment; or
|
|
|
(d)
|
For 90 days after your termination of employment by reason of voluntary layoff or any other reason, other than for cause, to the extent exercisable on the date of such termination of employment.
|
|
|
The Option may not be exercised following your termination of employment for cause.
|
||
5.
|
Recoupment
. The Committee reserves the right to recoup the Option, the value of the Option, or any Shares acquired upon the exercise of the Option from you in the event there is a material restatement of the Company’s financial results. If the Committee determines a recoupment is appropriate in the exercise of its discretion, considering all the facts and circumstances, you shall forfeit and pay back, as applicable, such portion, or all, of the Option, the value of the Option and any Shares acquired upon the exercise of the Option as determined by the Committee in its sole discretion.
|
||
6.
|
Holding Requirement.
You will be required to retain at least 50% of the net number of underlying Shares issued upon the exercise of the Option until you cease to be an executive officer of the Company. See the Stock Holding Policy for additional information.
|
||
7.
|
Income Taxes.
You are liable for any federal, state and local income or other taxes applicable upon the grant or exercise of the Option or the disposition of the Shares. Upon exercise of the Option, you shall promptly pay to the Company the minimum statutory withholding taxes required to be withheld or collected by the Company in connection with the exercise of the Option. You may pay all or a portion of the minimum statutory withholding taxes by (a) having the Company withhold Shares otherwise to be delivered upon the exercise of the Option with a Fair Market Value (as defined in the Plan) equal to the amount of such taxes, (b) delivering to the Company Shares other than Shares issuable upon the exercise of the Option with a Fair Market Value equal to the amount of such taxes or (c) paying cash. For federal income tax purposes, the Option shall not be eligible for treatment as a qualified or incentive stock option.
|
||
8.
|
Acknowledgment.
This Option shall not be effective until you agree to the terms and conditions of this Agreement and the Plan, and acknowledge receipt of a copy of the Prospectus relating to the Plan, by accepting this Option in writing or electronically as specified by the Company or its agent in the Electronic Notice and On-Line Grant Acceptance.
|
||
|
|
|
|
|
|
ALLIANT TECHSYSTEM INC.
|
|
|
|
/s/ Mark W. DeYoung
|
|
|
|
Mark W. DeYoung
President & Chief Executive Officer
|
Alliant Techsystems Inc. 2005 Stock Incentive Plan
|
|||
|
|
|
|
Appendix A to Award Agreement
|
|||
|
|
|
|
“Change in Control” means any of the following:
|
|||
|
|
|
|
|
•
|
The acquisition by any “person” or group of persons (a “Person”), as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or a “Subsidiary” (as defined below) or any Company employee benefit plan (including its trustee)) of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) (“Beneficial Ownership”), directly or indirectly, of securities of the Company representing, directly or indirectly, more than 50% of the total number of shares of the Company’s then outstanding “Voting Securities” (as defined below);
|
|
|
|
|
|
|
•
|
consummation of a reorganization, merger or consolidation of the Company, or the sale or other disposition of all or substantially all of the Company’s assets (a “Business Combination”), in each case, unless, following such Business Combination, the individuals and entities who were the beneficial owners of the total number of shares of the Company’s outstanding Voting Securities immediately prior to both (1) such Business Combination, and (2) any “Change Event” (as defined below) occurring within 12 months prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of the total number of shares of the outstanding Voting Securities of the resulting corporation, or the acquiring corporation, as the case may be, immediately following such Business Combination (including, without limitation, the outstanding Voting Securities of any corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the total number of shares of the Company’s outstanding Voting Securities; or
|
|
|
|
|
|
|
•
|
any other circumstances (whether or not following a Change Event) which the Company’s Board of Directors (the “Board”) determines to be a Change in Control for purposes of this Plan after giving due consideration to the nature of the circumstances then represented and the purposes of this Plan. Any such determination made by the Board shall be irrevocable except by vote of a majority of the members of the Board who voted in favor of making such determination.
|
|
|
|
|
|
For purposes of this definition, a “Change in Control” shall not result from any transaction precipitated by the Company's insolvency, appointment of a conservator, or determination by a regulatory agency that the Company is insolvent.
|
|||
|
|
|
|
For purposes of this definition:
|
|||
|
•
|
“Change Event” means
|
|
|
|
|
|
|
|
(1)
|
the acquisition by any Person (other than the Company or a Subsidiary or any Company employee benefit plan (including its trustee)) of Beneficial Ownership, directly or indirectly, of securities of the Company directly or indirectly representing 15% or more of the total number of shares of the Company’s then outstanding Voting Securities (excluding the sale or issuance of such securities directly by the Company, or where the acquisition of such securities is made by such Person from five or fewer stockholders in a transaction or transactions approved in advance by the Board);
|
|
|
|
|
|
|
|
|
|
|
(2)
|
the public announcement by any Person of an intention to acquire the Company through a tender offer, exchange offer, or other unsolicited proposal; or
|
|
|
|
|
|
|
(3)
|
the individuals who are members of the Board (the “Incumbent Board”) as of the Grant Date set forth in the Award Agreement cease for any reason to constitute at least a majority of the Board; provided, however, that if the nomination for election of any new director was approved by a vote of a majority of the Incumbent Board, such new director shall, for purposes of this definition, be considered a member of the Incumbent Board.
|
|
|
|
|
|
•
|
“Subsidiary” means a corporation as defined in Section 424(f) of the Internal Revenue Code with the Company being treated as the employer corporation for purposes of this definition.
|
|
|
|
|
|
|
•
|
“Voting Securities” means any shares of the capital stock or other securities of the Company that are generally entitled to vote in elections for directors.
|
|
|
|
|
|
*
*
*
*
|
|||
|
|
|
|
“Disability” means that you have been determined to have a total and permanent disability either by
|
|||
|
|
|
|
|
•
|
being eligible for disability for Social Security purposes, or
|
|
|
|
|
|
|
•
|
being totally and permanently disabled under the Company's long-term disability plan.
|
|
|
|
|
|
“Retirement” means
|
|||
|
|
|
|
|
•
|
if you are a current participant in a Company defined benefit plan, then “Retirement” is defined by that defined benefit plan, or
|
|
|
|
|
|
|
•
|
if you are not a current participant in a Company defined benefit plan, then “Retirement” means that you have reached age 55 and have at least five years of “vesting service” as defined in the Company's 401(k) Plan.
|
|
A-2
|
|
PERFORMANCE GROWTH AWARD AGREEMENT
|
|
|
|
|
1.
|
The Grant.
Alliant Techsystems Inc., a Delaware corporation (the “Company”), hereby grants to you, on the terms and conditions set forth in this Performance Award Agreement (this “Agreement”) and in the Alliant Techsystems Inc. 2005 Stock Incentive Plan (the “Plan”), a Performance Award as of the date, and for the number of Shares (the “Performance Shares”), which the Company or its agent provided to you separately in writing through an electronic notice and on-line award acceptance web page (the “Electronic Notice and On-Line Award Acceptance”).
|
|
2.
|
Measuring Period.
The Measuring Period for purposes of determining whether the Company will pay you the Performance Shares shall be
fiscal years 2015 through 2017.
|
|
3.
|
Performance Goals.
The Performance Goals for purposes of determining whether the Company will pay you the Performance Shares are set forth in the Performance Accountability Chart, which the Company provided to you separately in writing.
|
|
4.
|
Payment.
The Company will pay you the Performance Shares if and to the extent that the Performance Goals are achieved, as set forth in the Performance Accountability Chart and as determined by the Personnel and Compensation Committee of the Company’s Board of Directors (the “Committee”) in its sole discretion. Notwithstanding the foregoing, the Committee has the discretion to adjust the payment level downward from the level of performance actually achieved.
|
|
5.
|
Form and Timing of Payment.
The Company will pay you any shares payable pursuant to this Agreement in shares of common stock of the Company (the “Shares”), with one Share issued for each Performance Share earned. The Company will pay you the Performance Shares as soon as practicable after the Committee determines, in its sole discretion, after the end of the Measuring Period, whether, and the extent to which, the Performance Goals have been achieved, but in no event later than 2 ½ months after the end of the Measuring Period.
|
|
6.
|
Change in Control.
After a Change in Control (as defined in Appendix A to this Agreement), the Performance Shares shall immediately be payable at the threshold performance level, but prorated for your active service time with the Company during the Measuring Period. However, if you are or become a participant in the Company’s Income Security Plan or any successor or substitute plan (the “ISP”), the terms of payment of the Performance Shares shall be governed by the provisions of the ISP.
|
|
7.
|
Forfeiture.
In the event of your termination of employment prior to the end of the Measuring Period, other than by reason of death, Disability (as defined in Appendix A to this Agreement), Retirement (as defined in Appendix A to this Agreement), or voluntary or involuntary layoff, all of your Performance Shares and rights to payment of any Shares shall be immediately and irrevocably forfeited. In the event of your termination of employment prior to the end of the Measuring Period by reason of Disability, Retirement, or voluntary or involuntary layoff, you shall be entitled to receive, after the end of the Measuring Period, the number of Shares determined by the Committee pursuant to this Agreement, but prorated for your active service time with the Company during the Measuring Period. In the event of your death prior to the end of the Measuring Period, your estate shall be entitled to receive, within a practicable time after your death, payment of the Performance Shares at the threshold performance level, but prorated for your active service time with the Company during the Measuring Period. The Committee reserves the right to recoup Awards, or the value of Awards, from you in the event there is a material restatement of the Company’s financial results. If the Committee determines a recoupment is appropriate in the exercise of its discretion, considering all the facts and circumstances, you shall forfeit and pay back such portion, or all, of the outstanding or previously awarded Awards as determined by the Committee in its sole discretion.This recoupment provision includes Awards deferred into the ATK Nonqualified Deferred Compensation Plan.
|
|
8.
|
Holding Requirement.
You will be required to retain at least 50% of the net number of Shares earned under the terms of this Agreement until you cease to be an executive officer of the Company. See the Stock Holding Policy for additional information.
|
|
9.
|
Rights.
Nothing herein shall be deemed to grant you any rights as a holder of Shares unless and until the Company actually issues the Shares to you as provided herein.
|
|
10.
|
Income Taxes.
You are liable for any federal, state and local income or other taxes applicable upon the grant of the Performance Shares, the receipt of the Shares, or subsequent disposition of the Shares, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences. Upon payment of the Performance Shares and/or issuance of the Shares to you, the Company will pay your required minimum statutory withholding taxes by withholding Shares otherwise to be delivered upon the payment of the Performance Shares with a Fair Market Value (as defined in the Plan) equal to the amount of such taxes. Alternatively, if you notify the Company prior to the end of the Measuring Period, you may elect to pay all or a portion of the minimum statutory withholding taxes by (a) delivering to the Company Shares other than Shares issuable upon the payment of the Performance Shares with a Fair Market Value equal to the amount of such taxes or (b) paying cash, provided that if you do not deliver such Shares or cash to the Company by the second business day after the payment date of the Performance Shares, the Company will pay your required minimum statutory withholding taxes by withholding Shares otherwise to be delivered upon the payment of the Performance Shares with a Fair Market Value equal to the amount of such taxes.
|
|
11.
|
Acknowledgment.
This Award of Performance Shares shall not be effective until you agree to the terms and conditions of this Agreement and the Plan, and acknowledge receipt of a copy of the Prospectus relating to the Plan, by accepting this Award in writing or electronically as specified by the Company or its agent in the Electronic Notice and On-Line Award Acceptance.
|
|
|
|
|
|
ALLIANT TECHSYSTEM INC.
|
|
|
/s/ Mark W. DeYoung
|
|
|
Mark W. DeYoung
President & Chief Executive Officer
|
|
|
|
|
Alliant Techsystems Inc. 2005 Stock Incentive Plan
|
|||
|
|
|
|
Appendix A to Award Agreement
|
|||
|
|
|
|
“Change in Control” means any of the following:
|
|||
|
|
|
|
|
•
|
The acquisition by any “person” or group of persons (a “Person”), as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or a “Subsidiary” (as defined below) or any Company employee benefit plan (including its trustee)) of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) (“Beneficial Ownership”), directly or indirectly, of securities of the Company representing, directly or indirectly, more than 50% of the total number of shares of the Company’s then outstanding “Voting Securities” (as defined below);
|
|
|
|
|
|
|
•
|
consummation of a reorganization, merger or consolidation of the Company, or the sale or other disposition of all or substantially all of the Company’s assets (a “Business Combination”), in each case, unless, following such Business Combination, the individuals and entities who were the beneficial owners of the total number of shares of the Company’s outstanding Voting Securities immediately prior to both (1) such Business Combination, and (2) any “Change Event” (as defined below) occurring within 12 months prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of the total number of shares of the outstanding Voting Securities of the resulting corporation, or the acquiring corporation, as the case may be, immediately following such Business Combination (including, without limitation, the outstanding Voting Securities of any corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the total number of shares of the Company’s outstanding Voting Securities; or
|
|
|
|
|
|
|
•
|
any other circumstances (whether or not following a Change Event) which the Company’s Board of Directors (the “Board”) determines to be a Change in Control for purposes of this Plan after giving due consideration to the nature of the circumstances then represented and the purposes of this Plan. Any such determination made by the Board shall be irrevocable except by vote of a majority of the members of the Board who voted in favor of making such determination.
|
|
|
|
|
|
For purposes of this definition, a “Change in Control” shall not result from any transaction precipitated by the Company's insolvency, appointment of a conservator, or determination by a regulatory agency that the Company is insolvent.
|
|||
|
|
|
|
For purposes of this definition:
|
|||
|
•
|
“Change Event” means
|
|
|
|
|
|
|
|
(1)
|
the acquisition by any Person (other than the Company or a Subsidiary or any Company employee benefit plan (including its trustee)) of Beneficial Ownership, directly or indirectly, of securities of the Company directly or indirectly representing 15% or more of the total number of shares of the Company’s then outstanding Voting Securities (excluding the sale or issuance of such securities directly by the Company, or where the acquisition of such securities is made by such Person from five or fewer stockholders in a transaction or transactions approved in advance by the Board);
|
|
|
|
|
|
|
|
|
|
|
(2)
|
the public announcement by any Person of an intention to acquire the Company through a tender offer, exchange offer, or other unsolicited proposal; or
|
|
|
|
|
|
|
(3)
|
the individuals who are members of the Board (the “Incumbent Board”) as of the Grant Date set forth in the Award Agreement cease for any reason to constitute at least a majority of the Board; provided, however, that if the nomination for election of any new director was approved by a vote of a majority of the Incumbent Board, such new director shall, for purposes of this definition, be considered a member of the Incumbent Board.
|
|
|
|
|
|
•
|
“Subsidiary” means a corporation as defined in Section 424(f) of the Internal Revenue Code with the Company being treated as the employer corporation for purposes of this definition.
|
|
|
|
|
|
|
•
|
“Voting Securities” means any shares of the capital stock or other securities of the Company that are generally entitled to vote in elections for directors.
|
|
|
|
|
|
*
*
*
*
|
|||
|
|
|
|
“Disability” means that you have been determined to have a total and permanent disability either by
|
|||
|
|
|
|
|
•
|
being eligible for disability for Social Security purposes, or
|
|
|
|
|
|
|
•
|
being totally and permanently disabled under the Company's long-term disability plan.
|
|
|
|
|
|
“Retirement” means
|
|||
|
|
|
|
|
•
|
if you are a current participant in a Company defined benefit plan, then “Retirement” is defined by that defined benefit plan, or
|
|
|
|
|
|
|
•
|
if you are not a current participant in a Company defined benefit plan, then “Retirement” means that you have reached age 55 and have at least five years of “vesting service” as defined in the Company's 401(k) Plan.
|
|
A-2
|
|
RESTRICTED STOCK AWARD AGREEMENT
|
||
1.
|
The Grant.
Alliant Techsystems Inc., a Delaware corporation (the “Company”), hereby grants to you, on the terms and conditions set forth in this Non-Qualified Stock Option Award Agreement (this “Agreement”) and in the Alliant Techsystems Inc. 2005 Stock Incentive Plan (the “Plan”), an option (the “Option”) (a) as of the date (the “Grant Date”), (b) for the purchase of the number of shares of common stock of the Company (the “Shares”), (c) at an option price per Share and (d) with the expiration date (the “Expiration Date”), which the Company or its agent provided to you separately in writing through an electronic notice and on-line grant acceptance web page (the “Electronic Notice and On-Line Grant Acceptance”).
|
||
2.
|
Restricted Period.
The Shares are subject to the restrictions contained in this Agreement and the Plan for a period (the “Restricted Period”) commencing on the Award Date and vesting in three equal annual installments commencing on the first anniversary of the Award Date or, if earlier, upon (a) a Change in Control, as provided in Paragraph 4 below, or (b) your death, Disability (as defined in Appendix A to this Agreement), or involuntary layoff, as provided in Paragraph 5 below.
|
||
3.
|
Restrictions.
The Shares shall be subject to the following restrictions during the Restricted Period:
|
||
|
(a)
|
The Shares shall be subject to forfeiture to the Company as provided in this Agreement and the Plan.
|
|
|
(b)
|
You may not sell, transfer, pledge or otherwise encumber the Shares during the Restricted Period. Neither the right to receive the Shares nor any interest under the Plan may be transferred by you, and any attempted transfer shall be void.
|
|
|
(c)
|
The Company will issue the Shares in your name, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. The Shares shall be restricted from transfer and shall be subject to an appropriate stop- transfer order. If any certificate is issued, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares. If any certificate is issued, you shall be required to execute and deliver to the Company a stock power relating to the Shares as a condition to the receipt of this Award of Restricted Stock (as defined in the Plan).
|
|
|
(d)
|
Any securities or property (other than cash) that may be issued with respect to the Shares as a result of any stock dividend, stock split, business combination or other event shall be subject to the restrictions and other terms and conditions contained in this Agreement.
|
|
|
(e)
|
You shall not be entitled to receive any Shares prior to the completion of any registration or qualification of the Shares under any federal or state law or governmental rule or regulation that the Company, in its sole discretion, determines to be necessary or advisable.
|
|
4.
|
Change in Control.
After a Change in Control (as defined in Appendix A to this Agreement), the Shares shall immediately vest. However, if you are or become a participant in the Company’s Income Security Plan or any successor or substitute plan (the “ISP”), the terms of the vesting of the Shares shall be governed by the provisions of the ISP.
|
||
5.
|
Forfeiture.
In the event of your termination of employment, other than by reason of death, Disability or involuntary layoff prior to the end of the Restricted Period, your rights to all of the Shares shall be immediately and irrevocably forfeited. In the event of your termination of employment by reason of death, Disability or involuntary layoff prior to the end of the Restricted Period, the restrictions with respect to all of the Shares shall lapse and the Shares shall vest as of the date of such termination of employment; provided, however, in the case of an involuntary layoff, the Shares shall not vest unless at least one year has elapsed from the Award Date. The Personnel and Compensation Committee of the Company’s Board of Directors (the “Committee”) reserves the right to recoup Awards, or the value of Awards, from you in the event there is a material restatement of the Company’s financial results. If the Committee determines a recoupment is appropriate in the exercise of its discretion, considering all the facts and circumstances, you shall forfeit and pay back such portion, or all, of the outstanding or previously awarded Awards as determined by the Committee in its sole discretion.
|
||
6.
|
Holding Requirement.
You will be required to retain at least 50% of the net number of Shares earned under the terms of this Agreement until you cease to be an executive officer of the Company. See the Stock Holding Policy for additional information.
|
||
7.
|
Rights.
Upon issuance of the Shares, you shall, subject to the restrictions of this Agreement and the Plan, have all of the rights of a stockholder with respect to the Shares, including the right to vote the Shares and receive any cash dividends and any other distributions thereon, unless and until you forfeit the Shares.
|
||
8.
|
Income Taxes.
You are liable for any federal, state and local income or other taxes applicable upon the grant of the Restricted Stock, the vesting of the Shares, or subsequent disposition of the Shares, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences. Upon the vesting of the Shares, the Company will pay your required minimum statutory withholding taxes by withholding Shares otherwise to be delivered upon the vesting of the Shares with a Fair Market Value (as defined in the Plan) equal to the amount of such taxes. Alternatively, if you notify the Company prior to the vesting date of the Shares, you may elect to pay all or a portion of the minimum statutory withholding taxes by (a) delivering to the Company Shares other than the Shares vesting pursuant to this Agreement with a Fair Market Value equal to the amount of such taxes or (b) paying cash, provided that if you do not deliver such Shares or cash to the Company by the second business day after the vesting date of the Shares, the Company will pay your required minimum statutory withholding taxes by withholding Shares otherwise to be delivered upon the vesting of the Shares with a Fair Market Value equal to the amount of such taxes.
|
||
9.
|
Acknowledgement.
This Award of Restricted Stock shall not be effective until you (a) agree to the terms and conditions of this Agreement and the Plan, and acknowledge receipt of a copy of the Prospectus relating to the Plan, by accepting this Award in writing or electronically as specified by the Company or its agent in the Electronic Notice and On-Line Award Acceptance, and (b) if the Company requests it, execute and deliver the stock power required by Paragraph 3 above.
|
||
|
|
|
|
|
|
ALLIANT TECHSYSTEM INC.
|
|
|
|
/s/ Mark W. DeYoung
|
|
|
|
Mark W. DeYoung
President & Chief Executive Officer
|
Alliant Techsystems Inc. 2005 Stock Incentive Plan
|
|||
|
|
|
|
Appendix A to Award Agreement
|
|||
|
|
|
|
“Change in Control” means any of the following:
|
|||
|
|
|
|
|
•
|
The acquisition by any “person” or group of persons (a “Person”), as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or a “Subsidiary” (as defined below) or any Company employee benefit plan (including its trustee)) of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) (“Beneficial Ownership”), directly or indirectly, of securities of the Company representing, directly or indirectly, more than 50% of the total number of shares of the Company’s then outstanding “Voting Securities” (as defined below);
|
|
|
|
|
|
|
•
|
consummation of a reorganization, merger or consolidation of the Company, or the sale or other disposition of all or substantially all of the Company’s assets (a “Business Combination”), in each case, unless, following such Business Combination, the individuals and entities who were the beneficial owners of the total number of shares of the Company’s outstanding Voting Securities immediately prior to both (1) such Business Combination, and (2) any “Change Event” (as defined below) occurring within 12 months prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of the total number of shares of the outstanding Voting Securities of the resulting corporation, or the acquiring corporation, as the case may be, immediately following such Business Combination (including, without limitation, the outstanding Voting Securities of any corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the total number of shares of the Company’s outstanding Voting Securities; or
|
|
|
|
|
|
|
•
|
any other circumstances (whether or not following a Change Event) which the Company’s Board of Directors (the “Board”) determines to be a Change in Control for purposes of this Plan after giving due consideration to the nature of the circumstances then represented and the purposes of this Plan. Any such determination made by the Board shall be irrevocable except by vote of a majority of the members of the Board who voted in favor of making such determination.
|
|
|
|
|
|
For purposes of this definition, a “Change in Control” shall not result from any transaction precipitated by the Company's insolvency, appointment of a conservator, or determination by a regulatory agency that the Company is insolvent.
|
|||
|
|
|
|
For purposes of this definition:
|
|||
|
•
|
“Change Event” means
|
|
|
|
|
|
|
|
(1)
|
the acquisition by any Person (other than the Company or a Subsidiary or any Company employee benefit plan (including its trustee)) of Beneficial Ownership, directly or indirectly, of securities of the Company directly or indirectly representing 15% or more of the total number of shares of the Company’s then outstanding Voting Securities (excluding the sale or issuance of such securities directly by the Company, or where the acquisition of such securities is made by such Person from five or fewer stockholders in a transaction or transactions approved in advance by the Board);
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(2)
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the public announcement by any Person of an intention to acquire the Company through a tender offer, exchange offer, or other unsolicited proposal; or
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(3)
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the individuals who are members of the Board (the “Incumbent Board”) as of the Grant Date set forth in the Award Agreement cease for any reason to constitute at least a majority of the Board; provided, however, that if the nomination for election of any new director was approved by a vote of a majority of the Incumbent Board, such new director shall, for purposes of this definition, be considered a member of the Incumbent Board.
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“Subsidiary” means a corporation as defined in Section 424(f) of the Internal Revenue Code with the Company being treated as the employer corporation for purposes of this definition.
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•
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“Voting Securities” means any shares of the capital stock or other securities of the Company that are generally entitled to vote in elections for directors.
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*
*
*
*
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“Disability” means that you have been determined to have a total and permanent disability either by
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being eligible for disability for Social Security purposes, or
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•
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being totally and permanently disabled under the Company's long-term disability plan.
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“Retirement” means
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if you are a current participant in a Company defined benefit plan, then “Retirement” is defined by that defined benefit plan, or
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if you are not a current participant in a Company defined benefit plan, then “Retirement” means that you have reached age 55 and have at least five years of “vesting service” as defined in the Company's 401(k) Plan.
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A-2
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Subsidiaries
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State or Other Jurisdiction of Incorporation or Organization
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Advanced Arrow S. de R.L. de C.V.
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Mexico - Baja California
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Alliant Techsystems Operations LLC
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Delaware
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ATK Commercial Ammunition Company Inc.
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Delaware
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ATK Commercial Ammunition Holdings Company Inc.
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Delaware
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ATK Insurance Company
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Vermont
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ATK Launch Systems Inc.
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Delaware
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ATK Space Systems Inc.
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Delaware
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ATK Sporting Group LLC
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Delaware
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Bee Stinger, LLC
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Delaware
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Bolle (Canada) Incorporated
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Canada - Nova Scotia
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Bolle (N.Z.) Limited
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New Zealand
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Bolle America, Inc.
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Delaware
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Bolle Australia Pty Ltd
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Australia
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Bolle Inc.
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Delaware
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Bolle Protection SARL
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France
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Bushnell Corporation of Canada
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Canada - Ontario
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Bushnell Group Holdings, Inc.
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Delaware
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Bushnell Holdings, Inc.
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Delaware
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Bushnell Inc.
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Delaware
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Bushnell Outdoor Products Japan Limited
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Japan
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Bushnell Outdoor Products SAS
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France
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Bushnell Outdoor Products Spain, S.A.
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Spain
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Bushnell Performance Optics Asia Limited
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Hong Kong
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Bushnell Performance Optics Germany GmbH
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Germany
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Bushnell Performance Optics Italy S.r.l. (99% Ownership)
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Italy
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Bushnell Performance Optics Mexico S.A. de C.V.
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Mexico - Mexico
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Bushnell Performance Optics UK Limited
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UK - England and Wales
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Caliber Company
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Delaware
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COI Ceramics, Inc. (65% Ownership)
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California
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Double Bull Archery, Inc.
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Minnesota
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Eagle Industries del Caribe, Inc.
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Puerto Rico
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Eagle Industries International, Inc.
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Bahamas
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Eagle Industries Unlimited, Inc.
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Missouri
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Eagle Mayaguez, LLC
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Missouri
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Eagle New Bedford, Inc.
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Missouri
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Federal Cartridge Company*
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Minnesota
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Front Line Defense International, Inc.
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Puerto Rico
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Subsidiaries
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State or Other Jurisdiction of Incorporation or Organization
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Gold Tip, LLC
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Delaware
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Michaels of Oregon Co.
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Oregon
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Mike's Holding Company
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Oregon
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Millett Industries
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California
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Night Optics USA, Inc.
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California
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Old WSR, Inc.
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Delaware
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OPT Holdings, Inc.
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Delaware
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Optronics Products Company, Inc.
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Oklahoma
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Primos, Inc.
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Mississippi
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Ramco Industries, Inc.
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Indiana
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Savage Arms (Canada), Inc.
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Canada - Ontario
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Savage Arms, Inc.
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Delaware
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Savage Range Systems, Inc.
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Delaware
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Savage Sports Corporation
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Delaware
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Savage Sports Holdings, Inc.
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Delaware
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Serengeti Eyewear, Inc.
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New York
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Stoney Point Products, Inc.
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Minnesota
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Tasco Holdings, Inc.
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New York
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Tasco Optics Corporation
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New York
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Tavister Limited
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UK - England and Wales
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ViviSat LLC (50% Ownersip)
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Delaware
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/s/ Michael Callahan
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/s/ Roxanne J. Decyk
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Michael Callahan
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Roxanne J. Decyk
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Director
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Director
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/s/ Mark W. DeYoung
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/s/ Martin C. Faga
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Mark W. DeYoung
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Martin C. Faga
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Director, President and
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Director
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Chief Executive Officer
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/s/ Ronald R. Fogleman
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/s/ April H. Foley
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Ronald R. Fogleman
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April H. Foley
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Chairman of the Board
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Director
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/s/ Tig H. Krekel
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/s/ Douglas L. Maine
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Tig H. Krekel
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Douglas L. Maine
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Director
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Director
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/s/ Roman Martinez IV
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Roman Martinez IV
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Director
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Date: May 22, 2014
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By:
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/s/ Mark W. DeYoung
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Name:
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Mark W. DeYoung
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Title:
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President and Chief Executive Officer
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Date: May 22, 2014
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By:
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/s/ Neal S. Cohen
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Name:
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Neal S. Cohen
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Title:
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Executive Vice President and Chief Financial Officer
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Date: May 22, 2014
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By:
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/s/ Mark W. DeYoung
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Name:
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Mark W. DeYoung
|
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Title:
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President and Chief Executive Officer
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By:
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/s/ Neal S. Cohen
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Name:
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Neal S. Cohen
|
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Title:
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Executive Vice President and Chief Financial Officer
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