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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ý
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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 April 1, 2015 to December 31, 2015
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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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45101 Warp Drive
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Dulles, Virginia
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20166
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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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leading provider of small- and medium-class space launch vehicles for civil, military and commercial missions,
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•
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major supplier of interceptor boosters and target vehicles for missile defense applications,
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•
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premier producer of solid rocket propulsion systems and specialty energetic products, and
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•
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manufacturer of composite structures for commercial and military aircraft and launch vehicles.
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•
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leader in propulsion and controls for air-, sea- and land-based tactical missiles and missile defense interceptors as well as fuzing and warheads for tactical missiles and munitions,
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•
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supplier of advanced defense electronics for next-generation strike weapon systems, missile-warning and aircraft survivability systems, and special-mission aircraft,
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•
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leading producer of medium- and large-caliber ammunition, medium-caliber gun systems and precision munitions guidance kits, and
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•
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leading U.S. producer of small-caliber ammunition.
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•
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leading provider of small- and medium-class commercial satellites used for global communications and high-resolution Earth imaging,
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•
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leading provider of small- and medium-class spacecraft that perform scientific research and national security missions for government customers,
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•
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provider of commercial cargo delivery services to the International Space Station and developer of advanced space systems, and
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•
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premier provider of spacecraft components and subsystems and specialized technical services.
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Period
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U.S. Government
Sales
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Percentage of
Sales
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|||
Nine Months Ended December 31, 2015
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$
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2,367
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million
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70
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%
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Year Ended March 31, 2015
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2,389
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million
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75
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%
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Year Ended March 31, 2014
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2,465
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million
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84
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%
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Sales as a prime contractor
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62
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%
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Sales as a subcontractor
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38
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%
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Total
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100
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%
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International Sales
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Percentage of
Sales |
|||
Nine months ended December 31, 2015
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$
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765
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million
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22.5
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%
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Year ended March 31, 2015
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613
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million
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19.3
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%
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Year ended March 31, 2014
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348
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million
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11.9
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%
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Company-funded
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Customer-funded
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||||
Nine months ended December 31, 2015
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$
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83.2
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million
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$
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358.6
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million
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Year ended March 31, 2015
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49.3
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million
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499.0
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million
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Year ended March 31, 2014
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48.5
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million
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495.1
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million
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Name
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Age
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Title
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David W. Thompson
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61
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President and Chief Executive Officer
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Blake E. Larson
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56
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Chief Operating Officer
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Garrett E. Pierce
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71
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Chief Financial Officer
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Antonio L. Elias
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66
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Executive Vice President and Chief Technical Officer
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Frank L. Culbertson, Jr.
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66
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Executive Vice President and President, Space Systems Group
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Michael A. Kahn
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56
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Executive Vice President and President, Defense Systems Group
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Scott L. Lehr
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55
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Executive Vice President and President, Flight Systems Group
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Thomas E. McCabe
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61
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Senior Vice President, General Counsel and Secretary
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Christine A. Wolf
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55
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Senior Vice President, Human Resources
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•
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the creativity and effectiveness of our research and development programs,
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•
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our ability to offer better program performance and/or at a lower cost than our competitors,
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•
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the readiness of our facilities, equipment and personnel to undertake the programs for which we compete, and
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•
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our past performance and demonstrated capabilities.
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Cost-plus contracts
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27
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%
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Fixed-price contracts
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73
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%
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Total
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100
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%
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•
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the contractor is paid an amount agreed upon for completed and partially completed products and services accepted by the U.S. Government,
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•
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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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•
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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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•
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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,
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•
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the substantial time and effort required for design and development,
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•
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design complexity,
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•
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rapid obsolescence, and
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•
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the potential need for design improvement.
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•
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make it more difficult for us to satisfy obligations,
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our 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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•
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limit our flexibility in planning for, or reacting to, changes in the defense and aerospace industries,
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•
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place us at a competitive disadvantage compared to competitors that have lower debt service obligations and significantly greater operating and financing flexibility,
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•
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limit, along with the financial and other restrictive covenants applicable to our indebtedness, among other things, our ability to borrow additional funds,
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•
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increase our vulnerability to general adverse economic and industry conditions, and
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•
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result in a default event upon a failure to comply with financial covenants contained in our senior credit facilities which, if not cured or waived, could have a material adverse effect on our business, financial condition, or results of operations.
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•
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reducing or delaying expenditures for capital equipment and/or share repurchases,
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•
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seeking additional debt financing or equity capital,
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•
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foregoing attractive acquisition opportunities,
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•
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selling assets, or
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•
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restructuring or refinancing debt.
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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 any of our capital stock, together with options or other rights in respect of that capital stock, subject to certain limited exceptions;
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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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•
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redeem or otherwise repurchase our capital stock, subject to certain limited exceptions; or
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•
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liquidate, whether by merger, consolidation or otherwise.
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Flight Systems Group
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Brigham City/ Promontory, UT; Clearfield, UT; Magna, UT; Chandler, AZ; Dulles, VA; Iuka, MS; Dayton, OH; Vandenberg Air Force Base, CA; Wallops Island, VA; Huntsville, AL
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Defense Systems Group
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Mesa, AZ; Northridge, CA; Elkton, MD; Elk River, MN; Plymouth, MN; Independence, MO; Fort Worth, TX; Radford, VA; Rocket Center, WV
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Space Systems Group
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Dulles, VA; Beltsville, MD; Gilbert, AZ; Greenbelt, MD; Commerce, CA; Goleta, CA; San Diego, CA; Wallops Island, VA; Palestine, TX; Pasadena CA
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Corporate
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Dulles, VA; Plymouth, MN; Minnetonka, MN
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(1)
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We occupy a number of small facilities in countries around the world, which are not included above.
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Owned
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Leased
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Government
Owned (1)
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Total
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Flight Systems Group
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5,153
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3,443
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551
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9,147
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Defense Systems Group
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647
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889
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4,365
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5,901
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Space Systems Group
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354
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1,241
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14
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1,609
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Corporate
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—
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80
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—
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80
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Total
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6,154
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5,653
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4,930
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16,737
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Percentage of total
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37
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%
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34
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%
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29
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%
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100
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%
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(1)
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These facilities are occupied under facilities contracts that generally require us to pay for all utilities, services, and maintenance costs.
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Plan category
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Number of securities to
be issued upon exercise of
outstanding options, warrants and rights (a)
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Weighted-average exercise price of outstanding
options, warrants
and rights (b)
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Number of securities
remaining available for
future issuance under equity
compensation plans (excluding securities reflected in column (a)) (c)
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Equity compensation plans approved by security holders:
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1990 Equity Incentive Plan (1)
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Deferred Compensation (2)
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20,783
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—
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—
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Non-Employee Director Restricted Stock Plan (1)
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Deferred Compensation (2)
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6,924
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—
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—
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2005 Stock Incentive Plan (1)
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—
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Stock Options
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228,790
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$
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48.16
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—
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Restricted Stock Units
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96,384
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—
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—
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Performance Awards (4)
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156,463
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—
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—
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Deferred Compensation (2)
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68,414
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—
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—
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2015 Stock Incentive Plan (3)
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3,704,016
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Stock Options
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—
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—
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—
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Performance Awards (4)
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1,336
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—
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|
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—
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Deferred Compensation (2)
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8,684
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—
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—
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Equity compensation plans not approved by security holders:
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Orbital Sciences 1997 Stock Option and Incentive Plan (1) (5)
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Stock Options
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4,490
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$
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28.91
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|
|
—
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Orbital Sciences Amended and Restated 2005 Stock Incentive Plan (1) (5)
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||||
Restricted Stock Units
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202,563
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|
|
—
|
|
|
—
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|
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Total
|
|
794,831
|
|
|
$
|
47.79
|
|
|
3,704,016
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(1)
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No additional awards may be granted under this plan.
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(2)
|
Shares reserved for payment of deferred stock units in accordance with the terms of the plan.
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(3)
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Under the 2015 Stock Incentive Plan, a total of 3,750,000 shares were authorized for awards. However, the plan includes a fungible share counting provision, 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 2.5 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 our non-employee directors in the aggregate.
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(4)
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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.
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(5)
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This plan was approved by the stockholders of Orbital prior to the Merger. Pursuant to the Transaction Agreement relating to the Merger, we assumed the obligation to issue shares under the terms of this plan.
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Period
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Total Number
of Shares
Purchased (1)
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Program (2)
|
|
Maximum
Number of
Additional Shares that
May Be
Purchased Under
the Program (3)
|
|||||
October 5 - November 1
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91,407
|
|
|
$
|
79.03
|
|
|
87,417
|
|
|
|
|
November 2 - November 28
|
42,612
|
|
|
84.92
|
|
|
41,615
|
|
|
|
|
|
November 29 - December 31
|
53,427
|
|
|
85.55
|
|
|
53,427
|
|
|
|
|
|
Quarter ended December 31, 2015
|
187,446
|
|
|
$
|
82.23
|
|
|
182,459
|
|
|
1,949,909
|
|
(1)
|
Includes shares repurchased during the quarter (see (2) below) and shares withheld to pay taxes upon vesting of shares of restricted stock and restricted stock units, or payment of performance shares that were granted under our incentive compensation plans.
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(2)
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During
the 2015 transition period
, the Board approved a stock repurchase program that currently authorizes the repurchase of up to the lesser of $250 million or 3.25 million shares through December 31, 2016. We repurchased
1,008,445
shares for
$75,795
during
the 2015 transition period
.
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(3)
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The maximum number of shares that may yet be repurchased under the program was calculated using our closing stock price of
$89.34
on
December 31, 2015
.
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Nine Months Ended
|
|
Years Ended March 31,
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||||||||||||||||
(Amounts in thousands except per share data)
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December 31, 2015
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2015
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2014
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2013
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2012
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||||||||||
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(1)
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(2)
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(3)
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||||||||||
Results of Operations:
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||||||||||
Sales
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$
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3,399,089
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|
|
$
|
3,173,967
|
|
|
$
|
2,925,237
|
|
|
$
|
3,206,096
|
|
|
$
|
3,610,579
|
|
Cost of sales
|
2,729,898
|
|
|
2,469,865
|
|
|
2,277,939
|
|
|
2,521,277
|
|
|
2,820,492
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|
|||||
Gross profit
|
669,191
|
|
|
704,102
|
|
|
647,298
|
|
|
684,819
|
|
|
790,087
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Research and development
|
83,209
|
|
|
49,349
|
|
|
48,536
|
|
|
55,958
|
|
|
58,906
|
|
|||||
Selling
|
88,177
|
|
|
89,941
|
|
|
87,554
|
|
|
90,219
|
|
|
106,065
|
|
|||||
General and administrative
|
225,418
|
|
|
298,559
|
|
|
209,251
|
|
|
200,568
|
|
|
234,922
|
|
|||||
Goodwill impairment
|
—
|
|
|
34,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on settlement
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income from continuing operations, before interest, income taxes and noncontrolling interest
|
322,387
|
|
|
231,953
|
|
|
301,957
|
|
|
338,074
|
|
|
390,194
|
|
|||||
Interest expense, net
|
(57,163
|
)
|
|
(88,676
|
)
|
|
(79,792
|
)
|
|
(65,386
|
)
|
|
(88,620
|
)
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
(26,626
|
)
|
|
—
|
|
|
(11,773
|
)
|
|
—
|
|
|||||
Income from continuing operations, before income taxes and noncontrolling interest
|
265,224
|
|
|
116,651
|
|
|
222,165
|
|
|
260,915
|
|
|
301,574
|
|
|||||
Income taxes
|
83,659
|
|
|
39,117
|
|
|
62,542
|
|
|
73,746
|
|
|
107,321
|
|
|||||
Income from continuing operations, before noncontrolling interest
|
181,565
|
|
|
77,534
|
|
|
159,623
|
|
|
187,169
|
|
|
194,253
|
|
|||||
Less net income attributable to noncontrolling interest
|
143
|
|
|
99
|
|
|
171
|
|
|
436
|
|
|
592
|
|
|||||
Income from continuing operations of Orbital ATK, Inc.
|
$
|
181,422
|
|
|
$
|
77,435
|
|
|
$
|
159,452
|
|
|
$
|
186,733
|
|
|
$
|
193,661
|
|
Basic earnings per common share from continuing operations
|
$
|
3.06
|
|
|
$
|
2.18
|
|
|
$
|
5.03
|
|
|
$
|
5.76
|
|
|
$
|
5.89
|
|
Basic weighted-average number of common shares outstanding
|
59,358
|
|
|
35,469
|
|
|
31,671
|
|
|
32,447
|
|
|
32,874
|
|
|||||
Diluted earnings per common share from continuing operations
|
$
|
3.03
|
|
|
$
|
2.14
|
|
|
$
|
4.87
|
|
|
$
|
5.73
|
|
|
$
|
5.85
|
|
Diluted weighted-average number of diluted common shares outstanding
|
59,915
|
|
|
36,140
|
|
|
32,723
|
|
|
32,608
|
|
|
33,112
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization of intangible assets (3)
|
$
|
123,878
|
|
|
$
|
85,027
|
|
|
$
|
72,304
|
|
|
$
|
80,935
|
|
|
$
|
84,302
|
|
Capital expenditures (3)
|
104,634
|
|
|
112,704
|
|
|
105,730
|
|
|
73,494
|
|
|
100,820
|
|
|||||
Cash dividends per common share
|
$
|
0.78
|
|
|
$
|
1.28
|
|
|
$
|
1.10
|
|
|
$
|
0.92
|
|
|
$
|
0.80
|
|
Gross margin (gross profit as a percentage of sales) (3)
|
19.7
|
%
|
|
22.2
|
%
|
|
22.1
|
%
|
|
21.4
|
%
|
|
21.9
|
%
|
(1)
|
In the nine months ended December 31, 2015, the Company recorded a $50.0 million gain on settlement of a dispute with a supplier pertaining to the Antares rocket used in the CRS I contract.
|
(2)
|
In fiscal 2015, we recorded $34.9 million of transaction fees for advisory, legal and accounting services in connection with the Distribution and Merger, and a $25.0 million litigation charge pertaining to a Raytheon lawsuit settlement.
|
(3)
|
In fiscal 2012, we recorded a $36.5 million litigation charge pertaining to a LUU flares lawsuit settlement.
|
(4)
|
Presented for continuing operations only.
|
(Amounts in thousands except per share data)
|
December 31, 2015
|
|
March 31, 2015
|
|
March 31, 2014
|
|
March 31, 2013
|
|
March 31, 2012
|
||||||||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net current assets (1)
|
$
|
1,273,463
|
|
|
$
|
1,292,122
|
|
|
$
|
518,679
|
|
|
$
|
877,572
|
|
|
$
|
715,917
|
|
Net property, plant and equipment (1)
|
806,187
|
|
|
807,057
|
|
|
508,455
|
|
|
478,716
|
|
|
486,273
|
|
|||||
Total assets (1)
|
5,353,556
|
|
|
5,504,402
|
|
|
3,423,521
|
|
|
3,575,256
|
|
|
3,785,219
|
|
|||||
Long-term debt (including current portion) (1)
|
1,490,000
|
|
|
1,588,501
|
|
|
2,092,978
|
|
|
1,073,877
|
|
|
1,302,002
|
|
|||||
Total Orbital ATK, Inc. stockholders' equity
|
1,937,140
|
|
|
1,776,998
|
|
|
1,911,575
|
|
|
1,502,169
|
|
|
1,226,795
|
|
(1)
|
Presented for continuing operations only.
|
•
|
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 we 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 us to adverse consequences,
|
•
|
government laws and other rules and regulations applicable to us, including procurement and import-export control,
|
•
|
reduction or change in demand and manufacturing costs for commercial ammunition,
|
•
|
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 the Merger or other acquisitions or 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,
|
•
|
greater risk associated with international business, including foreign currency exchange rates and fluctuations in those rates,
|
•
|
federal and state regulation of defense products and ammunition,
|
•
|
costs of servicing our 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 cyber security and other industrial and physical security threats, and other disruptions,
|
•
|
supply, availability, and costs of raw materials and components, including commodity price fluctuations,
|
•
|
performance of our subcontractors,
|
•
|
development of key technologies and retention of a qualified workforce,
|
•
|
the performance of our products,
|
•
|
fires or explosions at any of our facilities,
|
•
|
government investigations and audits,
|
•
|
environmental laws that govern past practices and rules and regulations, noncompliance with which may expose us to adverse consequences,
|
•
|
impacts of financial market disruptions or volatility to our customers and vendors,
|
•
|
unanticipated changes in the tax provision or exposure to additional tax liabilities, and
|
•
|
the costs and ultimate outcome of litigation matters, government investigations and other legal proceedings.
|
•
|
Flight Systems Group
develops rockets that are used as small- and medium-class space launch vehicles to place satellites into Earth orbit and escape trajectories, interceptor and target vehicles for missile defense systems and suborbital launch vehicles that place payloads into a variety of high-altitude trajectories. The group also develops and produces medium- and large-class rocket propulsion systems for human and cargo launch vehicles, strategic missiles, missile defense interceptors and target vehicles. Additionally,
Flight Systems Group
operates in the military and commercial aircraft and launch structures markets. Other products include illuminating flares and aircraft countermeasures.
|
•
|
Defense Systems Group
develops and produces small-, medium-, and large-caliber military ammunition, propulsion systems for tactical missiles and missile defense applications, strike weapons, precision weapons and munitions, high-performance gun systems, aircraft survivability systems, fuzes and warheads, energetic materials and special mission aircraft.
|
•
|
Space Systems Group
develops and produces small- and medium-class satellites that are used to enable global and regional communications and broadcasting, conduct space-related scientific research, and perform other activities related to national security. In addition,
Space Systems Group
develops and produces human-rated space systems for Earth-orbit and deep-space exploration, including cargo delivery to the ISS. This group is also a provider of spacecraft components and subsystems and specialized engineering and operations services to U.S. government agencies.
|
|
Percentage of Sales
|
|||||||
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
|||||
|
|
March 31, 2015
|
|
March 31, 2014
|
||||
Sales to:
|
|
|
|
|
|
|||
U.S. Army
|
15
|
%
|
|
27
|
%
|
|
33
|
%
|
U.S. Navy
|
11
|
|
|
15
|
|
|
16
|
|
NASA
|
23
|
|
|
13
|
|
|
14
|
|
U.S. Air Force
|
4
|
|
|
6
|
|
|
7
|
|
Other U.S. Government customers
|
17
|
|
|
14
|
|
|
14
|
|
Total U.S. Government customers
|
70
|
|
|
75
|
|
|
84
|
|
Commercial and foreign customers
|
30
|
|
|
25
|
|
|
16
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Percentage of Sales
|
|
Sales recorded under:
|
|
|
Long-term contracts method
|
96
|
%
|
Other method
|
4
|
%
|
Total
|
100
|
%
|
|
Projected
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
||||||
|
2016
|
|
|
March 31, 2015
|
|
March 31, 2014
|
|||||
Expected long-term rate of return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Discount rate
|
4.40
|
%
|
|
3.90
|
%
|
|
4.50
|
%
|
|
4.35
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|
||||
Union
|
3.13
|
%
|
|
3.66
|
%
|
|
3.22
|
%
|
|
3.23
|
%
|
Salaried
|
3.62
|
%
|
|
3.14
|
%
|
|
3.47
|
%
|
|
3.49
|
%
|
|
Projected
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
||||||
|
2016
|
|
|
March 31, 2015
|
|
March 31, 2014
|
|||||
Expected long-term rate of return on plan assets:
|
|
|
|
|
|
|
|
||||
Held solely in fixed income investments
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Held in pension master trust and fixed income investments
|
6.25
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
Discount rate
|
3.98
|
%
|
|
3.55
|
%
|
|
3.95
|
%
|
|
3.80
|
%
|
Weighted average initial health care cost trend rate
|
6.10
|
%
|
|
6.10
|
%
|
|
6.10
|
%
|
|
7.60
|
%
|
Health care cost trend rate for employees under 65
|
4.5
|
%
|
Health care cost trend rate for employees over 65
|
4.5
|
%
|
Health care cost trend rate for prescription drugs
|
4.5
|
%
|
Weighted-average health care cost trend rate
|
4.5
|
%
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||
Effect on total service and interest cost
|
$
|
286
|
|
|
$
|
(253
|
)
|
Effect on postretirement benefit obligation
|
6,888
|
|
|
(6,118
|
)
|
|
|
Nine Months Ended
|
|
|
|
|
|||||||||
|
|
December 31, 2015
|
|
December 28, 2014
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
(unaudited)
|
|
|
|
|
|||||||
Flight Systems Group
|
|
$
|
1,139,733
|
|
|
$
|
766,132
|
|
|
$
|
373,601
|
|
|
48.8
|
%
|
Defense Systems Group
|
|
1,333,997
|
|
|
1,395,901
|
|
|
(61,904
|
)
|
|
(4.4
|
)
|
|||
Space Systems Group
|
|
973,481
|
|
|
222,635
|
|
|
750,846
|
|
|
337.3
|
|
|||
Corporate and Eliminations
|
|
(48,122
|
)
|
|
(180,240
|
)
|
|
132,118
|
|
|
(73.3
|
)
|
|||
Total sales
|
|
$
|
3,399,089
|
|
|
$
|
2,204,428
|
|
|
$
|
1,194,661
|
|
|
54.2
|
%
|
|
|
Nine Months Ended
|
|
|
|
|
|||||||||
|
|
December 31, 2015
|
|
December 28, 2014
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
(unaudited)
|
|
|
|
|
|||||||
Flight Systems Group
|
|
$
|
872,103
|
|
|
$
|
598,592
|
|
|
$
|
273,511
|
|
|
45.7
|
%
|
Defense Systems Group
|
|
1,090,525
|
|
|
1,125,193
|
|
|
(34,668
|
)
|
|
(3.1
|
)
|
|||
Space Systems Group
|
|
805,107
|
|
|
183,546
|
|
|
621,561
|
|
|
338.6
|
|
|||
Corporate and Eliminations
|
|
(37,837
|
)
|
|
(194,464
|
)
|
|
156,627
|
|
|
(80.5
|
)
|
|||
Total cost of sales
|
|
$
|
2,729,898
|
|
|
$
|
1,712,867
|
|
|
$
|
1,017,031
|
|
|
59.4
|
%
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
|
December 31, 2015
|
|
As a % of Sales
|
|
December 28, 2014
|
|
As a % of Sales
|
|
Change
|
||||||||
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
||||||||
Research and development
|
|
$
|
83,209
|
|
|
2.4
|
%
|
|
$
|
23,981
|
|
|
1.1
|
%
|
|
$
|
59,228
|
|
Selling
|
|
88,177
|
|
|
2.6
|
|
|
69,033
|
|
|
3.1
|
|
|
19,144
|
|
|||
General and administrative
|
|
225,418
|
|
|
6.6
|
|
|
165,502
|
|
|
7.5
|
|
|
59,916
|
|
|||
Total
|
|
$
|
396,804
|
|
|
11.6
|
%
|
|
$
|
258,516
|
|
|
11.7
|
%
|
|
$
|
138,288
|
|
|
|
Nine Months Ended
|
|
|
||||||||
|
|
December 31, 2015
|
|
December 28, 2014
|
|
Change
|
||||||
|
|
|
|
(unaudited)
|
|
|
||||||
Flight Systems Group
|
|
$
|
196,560
|
|
|
$
|
103,067
|
|
|
$
|
93,493
|
|
Defense Systems Group
|
|
117,035
|
|
|
144,039
|
|
|
(27,004
|
)
|
|||
Space Systems Group
|
|
69,870
|
|
|
14,658
|
|
|
55,212
|
|
|||
Corporate
|
|
(61,078
|
)
|
|
(28,719
|
)
|
|
(32,359
|
)
|
|||
Total
|
|
$
|
322,387
|
|
|
$
|
233,045
|
|
|
$
|
89,342
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
|
December 31, 2015
|
|
Effective Rate
|
|
December 28, 2014
|
|
Effective Rate
|
|
Change
|
||||||||
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
||||||||
Income taxes
|
|
$
|
83,659
|
|
|
31.5
|
%
|
|
$
|
46,514
|
|
|
28.2
|
%
|
|
$
|
37,145
|
|
|
|
Years Ended
|
|
|
|
|
|||||||||
|
|
March 31, 2015
|
|
March 31, 2014
|
|
$ Change
|
|
% Change
|
|||||||
Flight Systems Group
|
|
$
|
1,094,208
|
|
|
$
|
911,232
|
|
|
$
|
182,976
|
|
|
20.1
|
%
|
Defense Systems Group
|
|
1,890,534
|
|
|
1,950,784
|
|
|
(60,250
|
)
|
|
(3.1
|
)
|
|||
Space Systems Group
|
|
413,295
|
|
|
371,200
|
|
|
42,095
|
|
|
11.3
|
|
|||
Corporate and Eliminations
|
|
(224,070
|
)
|
|
(307,979
|
)
|
|
83,909
|
|
|
(27.2
|
)
|
|||
Total sales
|
|
$
|
3,173,967
|
|
|
$
|
2,925,237
|
|
|
$
|
248,730
|
|
|
8.5
|
%
|
|
|
Years Ended
|
|
|
|
|
|||||||||
|
|
March 31, 2015
|
|
March 31, 2014
|
|
$ Change
|
|
% Change
|
|||||||
Flight Systems Group
|
|
$
|
843,326
|
|
|
$
|
706,338
|
|
|
$
|
136,988
|
|
|
19.4
|
%
|
Defense Systems Group
|
|
1,525,046
|
|
|
1,563,816
|
|
|
(38,770
|
)
|
|
(2.5
|
)
|
|||
Space Systems Group
|
|
341,624
|
|
|
304,938
|
|
|
36,686
|
|
|
12.0
|
|
|||
Corporate and Eliminations
|
|
(240,131
|
)
|
|
(297,153
|
)
|
|
57,022
|
|
|
(19.2
|
)
|
|||
Total cost of sales
|
|
$
|
2,469,865
|
|
|
$
|
2,277,939
|
|
|
$
|
191,926
|
|
|
8.4
|
%
|
|
|
Years Ended
|
|
|
||||||||||||||
|
|
March 31, 2015
|
|
As a % of Sales
|
|
March 31, 2014
|
|
As a % of Sales
|
|
Change
|
||||||||
Research and development
|
|
$
|
49,349
|
|
|
1.6
|
%
|
|
$
|
48,536
|
|
|
1.7
|
%
|
|
$
|
813
|
|
Selling
|
|
89,941
|
|
|
2.8
|
%
|
|
87,554
|
|
|
3.0
|
%
|
|
2,387
|
|
|||
General and administrative
|
|
298,559
|
|
|
9.4
|
%
|
|
209,251
|
|
|
7.2
|
%
|
|
89,308
|
|
|||
Goodwill impairment
|
|
$
|
34,300
|
|
|
1.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
34,300
|
|
Total
|
|
$
|
472,149
|
|
|
14.9
|
%
|
|
$
|
345,341
|
|
|
11.9
|
%
|
|
$
|
126,808
|
|
|
|
Years Ended
|
|
|
||||||||
|
|
March 31, 2015
|
|
March 31, 2014
|
|
Change
|
||||||
Flight Systems Group
|
|
$
|
145,753
|
|
|
$
|
110,882
|
|
|
$
|
34,871
|
|
Defense Systems Group
|
|
188,963
|
|
|
210,669
|
|
|
(21,706
|
)
|
|||
Space Systems Group
|
|
(3,824
|
)
|
|
30,810
|
|
|
(34,634
|
)
|
|||
Corporate
|
|
(98,939
|
)
|
|
(50,404
|
)
|
|
(48,535
|
)
|
|||
Total
|
|
$
|
231,953
|
|
|
$
|
301,957
|
|
|
$
|
(70,004
|
)
|
|
|
Years Ended
|
|
|
||||||||||||||
|
|
March 31, 2015
|
|
Effective Rate
|
|
March 31, 2014
|
|
Effective Rate
|
|
Change
|
||||||||
Income taxes
|
|
$
|
39,117
|
|
|
33.5
|
%
|
|
$
|
62,542
|
|
|
28.2
|
%
|
|
$
|
(23,425
|
)
|
|
|
Nine Months Ended
|
|
Years Ended
|
||||||||||||
|
|
December 31, 2015
|
|
December 28, 2014
|
|
March 31, 2015
|
|
March 31, 2014
|
||||||||
Cash provided by operating activities of continuing operations
|
|
$
|
303,402
|
|
|
$
|
44,451
|
|
|
$
|
190,855
|
|
|
$
|
161,961
|
|
Cash provided by (used for) investing activities of continuing operations
|
|
(111,094
|
)
|
|
(59,203
|
)
|
|
332,198
|
|
|
(100,242
|
)
|
||||
Cash provided by (used for) financing activities of continuing operations
|
|
(227,529
|
)
|
|
(216,395
|
)
|
|
(737,317
|
)
|
|
903,254
|
|
||||
Net cash flows from continuing operations
|
|
$
|
(35,221
|
)
|
|
$
|
(231,147
|
)
|
|
$
|
(214,264
|
)
|
|
$
|
964,973
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Senior Credit Facility:
|
|
|
|
|
||||
Term Loan A due 2020
|
|
$
|
790,000
|
|
|
$
|
—
|
|
Revolving Credit Facility due 2020
|
|
—
|
|
|
—
|
|
||
5.25% Senior Notes due 2021
|
|
300,000
|
|
|
300,000
|
|
||
5.50% Senior Notes due 2023
|
|
400,000
|
|
|
—
|
|
||
Former Senior Credit Facility:
|
|
|
|
|
||||
Term A Loan due 2018
|
|
—
|
|
|
946,875
|
|
||
Term A Loan due 2019
|
|
—
|
|
|
144,375
|
|
||
Term B Loan due 2020
|
|
—
|
|
|
197,251
|
|
||
Carrying amount of long-term debt
|
|
1,490,000
|
|
|
1,588,501
|
|
||
Less: Current portion of long-term debt
|
|
40,000
|
|
|
59,997
|
|
||
Long-term debt
|
|
$
|
1,450,000
|
|
|
$
|
1,528,504
|
|
|
|
Total Leverage
Ratio (1)
|
|
Interest Coverage
Ratio (2)
|
||
Requirement
|
|
4.00
|
|
|
3.00
|
|
Actual at December 31, 2015
|
|
2.47
|
|
|
9.22
|
|
(1)
|
Not to exceed the required financial ratio
|
(2)
|
Not to be below the required financial ratio
|
|
Total
|
|
Less than
1 Year |
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years |
||||||||||
Contractual obligations - by payment period:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
1,490,000
|
|
|
$
|
40,000
|
|
|
$
|
80,000
|
|
|
$
|
670,000
|
|
|
$
|
700,000
|
|
Interest on debt (1)
|
337,080
|
|
|
53,734
|
|
|
104,751
|
|
|
96,845
|
|
|
81,750
|
|
|||||
Operating leases
|
369,830
|
|
|
76,178
|
|
|
124,219
|
|
|
103,705
|
|
|
65,728
|
|
|||||
Environmental remediation costs, net
|
23,588
|
|
|
2,484
|
|
|
580
|
|
|
4,196
|
|
|
16,328
|
|
|||||
Pension and other postretirement plan contributions
|
556,800
|
|
|
53,900
|
|
|
224,200
|
|
|
150,300
|
|
|
128,400
|
|
|||||
Total contractual obligations, net
|
$
|
2,777,298
|
|
|
$
|
226,296
|
|
|
$
|
533,750
|
|
|
$
|
1,025,046
|
|
|
$
|
992,206
|
|
Other commercial commitments - by expiration period:
|
|
|
|
|
|
|
|
|
|
||||||||||
Letters of credit
|
$
|
146,477
|
|
|
$
|
63,830
|
|
|
$
|
37,719
|
|
|
$
|
9,323
|
|
|
$
|
35,605
|
|
(1)
|
Includes interest on variable rate debt calculated based on interest rates at
December 31, 2015
. Variable rate debt was
53%
of our total debt at
December 31, 2015
.
|
|
December 31, 2015
|
|
March 31, 2015
|
||||||||||||
|
Liability
|
|
Receivable
|
|
Liability
|
|
Receivable
|
||||||||
Amounts (payable) receivable
|
$
|
(41,824
|
)
|
|
$
|
18,236
|
|
|
$
|
(51,749
|
)
|
|
$
|
26,506
|
|
Unamortized discount
|
1,718
|
|
|
(568
|
)
|
|
1,624
|
|
|
(750
|
)
|
||||
Present value amounts (payable) receivable
|
$
|
(40,106
|
)
|
|
$
|
17,668
|
|
|
$
|
(50,125
|
)
|
|
$
|
25,756
|
|
•
|
As part of our acquisition of the Hercules Aerospace Company in fiscal 1995, we generally assumed responsibility for environmental compliance at the facilities acquired from Hercules (the "Hercules Facilities"). We believe that a portion of the compliance and remediation costs associated with the Hercules Facilities will be recoverable under U.S. Government contracts. If we were unable to recover those environmental remediation costs under these contracts, we believe 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 us for environmental conditions relating to releases or hazardous waste activities occurring prior to our 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 us for any individual claims below $50. Hercules is obligated to indemnify us for the lowest cost response of remediation required at the facility that is acceptable to the applicable regulatory agencies. We are not responsible for conducting any remedial activities with respect to the Clearwater, FL facility. In accordance with our agreement with Hercules, we 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.
|
•
|
We generally assumed responsibility for environmental compliance at the Thiokol Facilities acquired from Alcoa Inc. ("Alcoa") in fiscal 2002. We expect 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 our agreement with Alcoa, we notified Alcoa of all known environmental remediation issues at January 30, 2004. Of these known issues, we are responsible for any costs not recovered through U.S. Government contracts at Thiokol Facilities up to $14,000, we and Alcoa have agreed to split evenly any amounts between $14,000 and $34,000, and we are responsible for any payments in excess of $34,000. At this time, we believe that costs not recovered through U.S. Government contracts will be immaterial.
|
2016
|
$
|
2,484
|
|
2017
|
297
|
|
|
2018
|
283
|
|
|
2019
|
2,354
|
|
|
2020
|
1,842
|
|
|
Thereafter
|
16,328
|
|
|
Total
|
$
|
23,588
|
|
•
|
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 our 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.
|
|
|
Nine Months Ended
|
|
Years Ended
|
||||||||
(Amounts in thousands except per share data)
|
|
December 31, 2015
|
|
March 31, 2015
|
|
March 31, 2014
|
||||||
|
|
|
|
|
|
|
||||||
Sales
|
|
$
|
3,399,089
|
|
|
$
|
3,173,967
|
|
|
$
|
2,925,237
|
|
Cost of sales
|
|
2,729,898
|
|
|
2,469,865
|
|
|
2,277,939
|
|
|||
Gross profit
|
|
669,191
|
|
|
704,102
|
|
|
647,298
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
83,209
|
|
|
49,349
|
|
|
48,536
|
|
|||
Selling
|
|
88,177
|
|
|
89,941
|
|
|
87,554
|
|
|||
General and administrative
|
|
225,418
|
|
|
298,559
|
|
|
209,251
|
|
|||
Goodwill impairment
|
|
—
|
|
|
34,300
|
|
|
—
|
|
|||
Gain on settlement
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations, before interest, income taxes and noncontrolling interest
|
|
322,387
|
|
|
231,953
|
|
|
301,957
|
|
|||
Interest expense, net
|
|
(57,163
|
)
|
|
(88,676
|
)
|
|
(79,792
|
)
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
(26,626
|
)
|
|
—
|
|
|||
Income from continuing operations, before income taxes and noncontrolling interest
|
|
265,224
|
|
|
116,651
|
|
|
222,165
|
|
|||
Income taxes
|
|
83,659
|
|
|
39,117
|
|
|
62,542
|
|
|||
Income from continuing operations, before noncontrolling interest
|
|
181,565
|
|
|
77,534
|
|
|
159,623
|
|
|||
Less net income attributable to noncontrolling interest
|
|
143
|
|
|
99
|
|
|
171
|
|
|||
Income from continuing operations of Orbital ATK, Inc.
|
|
181,422
|
|
|
77,435
|
|
|
159,452
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Income from discontinued operations, before income taxes
|
|
—
|
|
|
205,463
|
|
|
288,349
|
|
|||
Income taxes
|
|
(1,008
|
)
|
|
80,414
|
|
|
106,886
|
|
|||
Income from discontinued operations
|
|
1,008
|
|
|
125,049
|
|
|
181,463
|
|
|||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
182,430
|
|
|
$
|
202,484
|
|
|
$
|
340,915
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share from:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.06
|
|
|
$
|
2.18
|
|
|
$
|
5.03
|
|
Discontinued operations
|
|
0.02
|
|
|
3.53
|
|
|
5.73
|
|
|||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
3.07
|
|
|
$
|
5.71
|
|
|
$
|
10.76
|
|
Weighted-average number of common shares outstanding
|
|
59,358
|
|
|
35,469
|
|
|
31,671
|
|
|||
Diluted earnings per common share from:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.03
|
|
|
$
|
2.14
|
|
|
$
|
4.87
|
|
Discontinued operations
|
|
0.02
|
|
|
3.46
|
|
|
5.55
|
|
|||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
3.04
|
|
|
$
|
5.60
|
|
|
$
|
10.42
|
|
Weighted-average number of diluted common shares outstanding
|
|
59,915
|
|
|
36,140
|
|
|
32,723
|
|
|||
Cash dividends paid per common share
|
|
$
|
0.78
|
|
|
$
|
1.28
|
|
|
$
|
1.10
|
|
Comprehensive income:
|
|
|
|
|
|
|
||||||
Net income attributable to: Orbital ATK, Inc. and noncontrolling interest (from above)
|
|
$
|
182,573
|
|
|
$
|
202,583
|
|
|
$
|
341,086
|
|
Other comprehensive income (loss), net of tax (expense) benefit:
|
|
|
|
|
|
|
||||||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
||||||
Prior service credits for pension and postretirement benefit plans recorded to net income, net of taxes of $8,073, $11,740 and $11,240, respectively
|
|
(13,004
|
)
|
|
(18,906
|
)
|
|
(18,125
|
)
|
|||
Net actuarial loss for pension and postretirement benefit plans recorded to net income, net of taxes of $(43,887), $(8,186) and $(56,791), respectively
|
|
70,550
|
|
|
13,841
|
|
|
91,387
|
|
|||
Valuation adjustment for pension and postretirement benefit plans, net of taxes of $(2,924), $139,583, and $(48,772), respectively
|
|
4,805
|
|
|
(224,389
|
)
|
|
78,522
|
|
|||
Change in fair value of derivatives, net of taxes of $624, $(1,866) and $1,771, respectively
|
|
(986
|
)
|
|
2,949
|
|
|
(2,830
|
)
|
|||
Other, net of taxes of $(231), $(151) and $(29), respectively
|
|
376
|
|
|
238
|
|
|
46
|
|
|||
Change in cumulative translation adjustment, net of taxes of $0, $0 and $942, respectively
|
|
—
|
|
|
(36,796
|
)
|
|
(1,505
|
)
|
|||
Total other comprehensive income (loss)
|
|
61,741
|
|
|
(263,063
|
)
|
|
147,495
|
|
|||
Comprehensive income (loss)
|
|
244,314
|
|
|
(60,480
|
)
|
|
488,581
|
|
|||
Less comprehensive income attributable to noncontrolling interest
|
|
143
|
|
|
99
|
|
|
171
|
|
|||
Comprehensive income (loss) attributable to Orbital ATK, Inc.
|
|
$
|
244,171
|
|
|
$
|
(60,579
|
)
|
|
$
|
488,410
|
|
(Amounts in thousands except share data)
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
104,032
|
|
|
$
|
139,253
|
|
Net receivables
|
|
1,784,434
|
|
|
1,793,556
|
|
||
Net inventories
|
|
211,712
|
|
|
196,114
|
|
||
Income taxes receivable
|
|
50,769
|
|
|
31,415
|
|
||
Deferred income taxes
|
|
—
|
|
|
107,484
|
|
||
Other current assets
|
|
89,495
|
|
|
121,084
|
|
||
Total current assets
|
|
2,240,442
|
|
|
2,388,906
|
|
||
Net property, plant, and equipment
|
|
806,187
|
|
|
807,057
|
|
||
Goodwill
|
|
1,832,066
|
|
|
1,875,269
|
|
||
Net intangibles
|
|
147,156
|
|
|
165,207
|
|
||
Deferred income taxes
|
|
209,861
|
|
|
140,321
|
|
||
Other noncurrent assets
|
|
117,844
|
|
|
127,642
|
|
||
Total assets
|
|
$
|
5,353,556
|
|
|
$
|
5,504,402
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
40,000
|
|
|
$
|
59,997
|
|
Accounts payable
|
|
129,312
|
|
|
158,137
|
|
||
Contract-related liabilities
|
|
340,888
|
|
|
357,296
|
|
||
Contract advances and allowances
|
|
172,046
|
|
|
173,198
|
|
||
Accrued compensation
|
|
125,278
|
|
|
135,528
|
|
||
Other current liabilities
|
|
159,455
|
|
|
212,628
|
|
||
Total current liabilities
|
|
966,979
|
|
|
1,096,784
|
|
||
Long-term debt
|
|
1,450,000
|
|
|
1,528,504
|
|
||
Postretirement and postemployment benefits
|
|
59,202
|
|
|
74,658
|
|
||
Pension
|
|
761,632
|
|
|
851,001
|
|
||
Other noncurrent liabilities
|
|
167,798
|
|
|
165,795
|
|
||
Total liabilities
|
|
3,405,611
|
|
|
3,716,742
|
|
||
Commitments and contingencies (Notes 10, 12 and 13)
|
|
|
|
|
||||
Common stock—$.01 par value: authorized—180,000,000 shares; issued and outstanding— 58,729,995 shares held December 31, 2015 and 59,427,942 shares at March 31, 2015
|
|
587
|
|
|
594
|
|
||
Additional paid-in-capital
|
|
2,187,940
|
|
|
2,182,814
|
|
||
Retained earnings
|
|
1,305,550
|
|
|
1,160,272
|
|
||
Accumulated other comprehensive loss
|
|
(785,908
|
)
|
|
(847,648
|
)
|
||
Common stock in treasury, at cost— 10,205,029 shares held at December 31, 2015 and 9,507,082 shares held at March 31, 2015
|
|
(771,029
|
)
|
|
(719,034
|
)
|
||
Total Orbital ATK, Inc. stockholders' equity
|
|
1,937,140
|
|
|
1,776,998
|
|
||
Noncontrolling interest
|
|
10,805
|
|
|
10,662
|
|
||
Total equity
|
|
1,947,945
|
|
|
1,787,660
|
|
||
Total liabilities and equity
|
|
$
|
5,353,556
|
|
|
$
|
5,504,402
|
|
|
|
Nine Months Ended
|
Years Ended
|
|||||||||
(Amounts in thousands)
|
|
December 31, 2015
|
|
March 31, 2015
|
|
March 31, 2014
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
182,573
|
|
|
$
|
202,583
|
|
|
$
|
341,086
|
|
Net income from discontinued operations
|
|
(1,008
|
)
|
|
(125,049
|
)
|
|
(181,463
|
)
|
|||
Income from continuing operations
|
|
181,565
|
|
|
77,534
|
|
|
159,623
|
|
|||
Adjustments to reconcile income from continuing operations to cash provided by operating activities of continuing operations:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
90,507
|
|
|
75,764
|
|
|
69,192
|
|
|||
Amortization of intangible assets
|
|
33,371
|
|
|
9,263
|
|
|
3,112
|
|
|||
Amortization of debt discount
|
|
—
|
|
|
3,212
|
|
|
7,364
|
|
|||
Amortization and write-off of deferred financing costs
|
|
12,666
|
|
|
5,157
|
|
|
10,222
|
|
|||
Goodwill impairment
|
|
—
|
|
|
34,300
|
|
|
—
|
|
|||
Loss on the extinguishment of debt
|
|
—
|
|
|
26,626
|
|
|
—
|
|
|||
Deferred income taxes
|
|
51,295
|
|
|
(6,119
|
)
|
|
6,828
|
|
|||
Loss on disposal of property
|
|
11,197
|
|
|
2,114
|
|
|
594
|
|
|||
Share-based plans expense
|
|
19,589
|
|
|
25,325
|
|
|
12,701
|
|
|||
Excess tax benefits from share-based plans
|
|
(4,997
|
)
|
|
(7,004
|
)
|
|
(833
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Net receivables
|
|
5,122
|
|
|
(55,243
|
)
|
|
5,533
|
|
|||
Net inventories
|
|
(15,598
|
)
|
|
13,570
|
|
|
(63,437
|
)
|
|||
Accounts payable
|
|
(29,276
|
)
|
|
55,710
|
|
|
(71,314
|
)
|
|||
Contract advances and allowances
|
|
(1,152
|
)
|
|
27,123
|
|
|
(39,465
|
)
|
|||
Accrued compensation
|
|
(10,243
|
)
|
|
(39,950
|
)
|
|
(16,362
|
)
|
|||
Contract-related liabilities
|
|
(16,408
|
)
|
|
93,298
|
|
|
(13,725
|
)
|
|||
Pension and other postretirement benefits
|
|
(3,736
|
)
|
|
(41,569
|
)
|
|
70,750
|
|
|||
Other assets and liabilities
|
|
(20,500
|
)
|
|
(108,256
|
)
|
|
21,178
|
|
|||
Cash provided by operating activities of continuing operations
|
|
303,402
|
|
|
190,855
|
|
|
161,961
|
|
|||
Cash provided by operating activities of discontinued operations
|
|
—
|
|
|
120,476
|
|
|
226,060
|
|
|||
Cash provided by operating activities
|
|
303,402
|
|
|
311,331
|
|
|
388,021
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(104,634
|
)
|
|
(112,704
|
)
|
|
(105,730
|
)
|
|||
Cash acquired in Merger with Orbital
|
|
—
|
|
|
253,734
|
|
|
—
|
|
|||
Cash dividend (refunded to) received from Vista Outdoor, net of cash transferred to Vista Outdoor in conjunction with the Distribution of Sporting Group
|
|
(6,500
|
)
|
|
188,878
|
|
|
—
|
|
|||
Proceeds from the disposition of property plant and equipment
|
|
40
|
|
|
2,290
|
|
|
5,488
|
|
|||
Cash provided by (used for) investing activities of continuing operations
|
|
(111,094
|
)
|
|
332,198
|
|
|
(100,242
|
)
|
|||
Cash used for investing activities of discontinued operations
|
|
—
|
|
|
(30,585
|
)
|
|
(1,341,747
|
)
|
|||
Cash provided by (used for) investing activities
|
|
(111,094
|
)
|
|
301,613
|
|
|
(1,441,989
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
|
||||||
Credit facility borrowings
|
|
1,040,000
|
|
|
798,000
|
|
|
280,000
|
|
|||
Credit facility payments
|
|
(1,040,000
|
)
|
|
(798,000
|
)
|
|
(280,000
|
)
|
|||
Payments made on bank debt
|
|
(24,999
|
)
|
|
(58,249
|
)
|
|
(38,263
|
)
|
|||
Payments made to extinguish debt
|
|
(1,273,502
|
)
|
|
(777,220
|
)
|
|
(510,000
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
1,200,000
|
|
|
150,000
|
|
|
1,560,000
|
|
|||
Payments made for debt issue costs
|
|
(10,262
|
)
|
|
(1,008
|
)
|
|
(21,641
|
)
|
|||
Purchase of treasury shares
|
|
(81,344
|
)
|
|
(16,788
|
)
|
|
(53,270
|
)
|
|||
Dividends paid
|
|
(46,103
|
)
|
|
(41,056
|
)
|
|
(35,134
|
)
|
Proceeds from employee stock compensation plans
|
|
3,684
|
|
|
—
|
|
|
729
|
|
|||
Excess tax benefits from share-based plans
|
|
4,997
|
|
|
7,004
|
|
|
833
|
|
|||
Cash provided by (used for) financing activities of continuing operations
|
|
(227,529
|
)
|
|
(737,317
|
)
|
|
903,254
|
|
|||
Effect of foreign currency exchange rate fluctuations on cash
|
|
—
|
|
|
(3,006
|
)
|
|
58
|
|
|||
Decrease in cash and cash equivalents
|
|
(35,221
|
)
|
|
(127,379
|
)
|
|
(150,656
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
139,253
|
|
|
266,632
|
|
|
417,288
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
104,032
|
|
|
$
|
139,253
|
|
|
$
|
266,632
|
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest, net
|
|
$
|
40,900
|
|
|
$
|
77,630
|
|
|
$
|
54,426
|
|
Cash paid for income taxes, net
|
|
26,458
|
|
|
143,108
|
|
|
136,295
|
|
|||
Noncash financing activity:
|
|
|
|
|
|
|
||||||
Issuance of shares for noncash assets and liabilities of Orbital
|
|
$
|
—
|
|
|
$
|
1,504,243
|
|
|
$
|
—
|
|
Noncash investing activity:
|
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable of continuing operations
|
|
$
|
4,515
|
|
|
$
|
2,567
|
|
|
$
|
8,645
|
|
(Amounts in thousands except share data)
|
|
Common Stock $.01 Par Value
|
|
Additional
Paid-in-capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive Loss
|
|
Treasury
Stock
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
|||||||
Comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,484
|
|
|
(263,063
|
)
|
|
—
|
|
|
99
|
|
|
(60,480
|
)
|
|||||||
Restricted stock grants
|
|
128,316
|
|
|
—
|
|
|
(10,850
|
)
|
|
—
|
|
|
—
|
|
|
10,850
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
25,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,325
|
|
|||||||
Shares issued net of treasury stock withheld
|
|
150,658
|
|
|
—
|
|
|
(19,381
|
)
|
|
—
|
|
|
—
|
|
|
8,766
|
|
|
—
|
|
|
(10,615
|
)
|
|||||||
Tax benefit related to share based plans and other
|
|
—
|
|
|
—
|
|
|
6,445
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,445
|
|
|||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,507
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,507
|
)
|
|||||||
Employee benefit plans and other
|
|
(73,179
|
)
|
|
2
|
|
|
1,264
|
|
|
—
|
|
|
—
|
|
|
(7,437
|
)
|
|
—
|
|
|
(6,171
|
)
|
|||||||
Convertible debt premium, net of tax of $43,170
|
|
20,678
|
|
|
—
|
|
|
(111,707
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111,707
|
)
|
|||||||
Distribution of Sporting Group
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,774,969
|
)
|
|
96,224
|
|
|
—
|
|
|
—
|
|
|
(1,678,745
|
)
|
|||||||
Merger with Orbital
|
|
27,358,827
|
|
|
274
|
|
|
1,757,703
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,757,977
|
|
|||||||
Balance, March 31, 2015
|
|
59,427,942
|
|
|
594
|
|
|
2,182,814
|
|
|
1,160,272
|
|
|
(847,648
|
)
|
|
(719,034
|
)
|
|
10,662
|
|
|
1,787,660
|
|
|||||||
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182,430
|
|
|
61,741
|
|
|
—
|
|
|
143
|
|
|
244,314
|
|
|||||||
Exercise of stock options
|
|
121,477
|
|
|
—
|
|
|
(5,502
|
)
|
|
—
|
|
|
—
|
|
|
9,186
|
|
|
—
|
|
|
3,684
|
|
|||||||
Restricted stock grants
|
|
67,529
|
|
|
—
|
|
|
(6,510
|
)
|
|
—
|
|
|
—
|
|
|
6,510
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
19,589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,589
|
|
|||||||
Treasury stock purchased
|
|
(1,008,445
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,795
|
)
|
|
—
|
|
|
(75,795
|
)
|
|||||||
Shares issued net of treasury stock withheld
|
|
125,717
|
|
|
—
|
|
|
(15,127
|
)
|
|
—
|
|
|
—
|
|
|
9,904
|
|
|
—
|
|
|
(5,223
|
)
|
|||||||
Tax benefit related to share based plans and other
|
|
—
|
|
|
—
|
|
|
11,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,188
|
|
|||||||
Distribution of Sporting Group
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,500
|
)
|
|||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,652
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,652
|
)
|
|||||||
Employee benefit plans and other
|
|
(4,225
|
)
|
|
(7
|
)
|
|
1,486
|
|
|
—
|
|
|
—
|
|
|
(1,799
|
)
|
|
—
|
|
|
(320
|
)
|
|||||||
Balance, December 31, 2015
|
|
58,729,995
|
|
|
$
|
587
|
|
|
$
|
2,187,938
|
|
|
$
|
1,305,550
|
|
|
$
|
(785,907
|
)
|
|
$
|
(771,028
|
)
|
|
$
|
10,805
|
|
|
$
|
1,947,945
|
|
|
|
Percentage of Sales
|
|||||||
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
|||||
|
|
|
March 31, 2015
|
|
March 31, 2014
|
||||
Sales to:
|
|
|
|
|
|
|
|||
U.S. Army
|
|
15
|
%
|
|
27
|
%
|
|
33
|
%
|
U.S. Navy
|
|
11
|
|
|
15
|
|
|
16
|
|
NASA
|
|
23
|
|
|
13
|
|
|
14
|
|
U.S. Air Force
|
|
4
|
|
|
6
|
|
|
7
|
|
Other U.S. Government customers
|
|
17
|
|
|
14
|
|
|
14
|
|
Total U.S. Government customers
|
|
70
|
|
|
75
|
|
|
84
|
|
Commercial and foreign customers
|
|
30
|
|
|
25
|
|
|
16
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Raw materials
|
|
$
|
86,865
|
|
|
$
|
69,112
|
|
Work/contracts in process
|
|
124,315
|
|
|
126,038
|
|
||
Finished goods
|
|
532
|
|
|
964
|
|
||
Net inventories
|
|
$
|
211,712
|
|
|
$
|
196,114
|
|
Balance, March 31, 2014
|
|
$
|
13,257
|
|
Expense
|
|
993
|
|
|
Write-offs
|
|
652
|
|
|
Other adjustments
|
|
2,110
|
|
|
Balance, March 31, 2015
|
|
17,012
|
|
|
Expense
|
|
3,082
|
|
|
Other adjustments
|
|
367
|
|
|
Balance, December 31, 2015
|
|
$
|
20,461
|
|
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
|||||
In thousands
|
|
|
March 31, 2015
|
|
March 31, 2014
|
||||
Basic
|
|
59,358
|
|
|
35,469
|
|
|
31,671
|
|
Dilutive effect of stock-based awards
|
|
557
|
|
|
377
|
|
|
376
|
|
Dilutive effect of contingently issuable shares
|
|
—
|
|
|
294
|
|
|
676
|
|
Diluted
|
|
59,915
|
|
|
36,140
|
|
|
32,723
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
|
91
|
|
|
73
|
|
|
45
|
|
|
|
Nine Months Ended December 31, 2015
|
|
Year Ended March 31, 2015
|
||||||||||||||||||||||||||||||||
|
|
Derivatives
|
|
Pension and Other Post-
retirement Benefits
|
|
Available-for-sale Securities
|
|
Total
|
|
Derivatives
|
|
Pension and Other Post-
retirement Benefits |
|
Available-for-sale Securities
|
|
Cumulative Translation Adjustment
|
|
Total
|
||||||||||||||||||
Beginning of period unrealized gain (loss) in AOCI
|
|
$
|
(2,073
|
)
|
|
$
|
(846,645
|
)
|
|
$
|
1,070
|
|
|
$
|
(847,648
|
)
|
|
$
|
(5,022
|
)
|
|
$
|
(675,114
|
)
|
|
$
|
832
|
|
|
$
|
(1,505
|
)
|
|
$
|
(680,809
|
)
|
Net decrease in fair value of derivatives
|
|
(5,654
|
)
|
|
—
|
|
|
—
|
|
|
(5,654
|
)
|
|
(8,097
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,097
|
)
|
|||||||||
Net losses reclassified from AOCI, offsetting the price paid to suppliers (1)
|
|
4,668
|
|
|
—
|
|
|
—
|
|
|
4,668
|
|
|
11,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,046
|
|
|||||||||
Net losses reclassified from AOCI, due to ineffectiveness (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net actuarial losses reclassified from AOCI (2)
|
|
—
|
|
|
70,550
|
|
|
—
|
|
|
70,550
|
|
|
—
|
|
|
13,841
|
|
|
—
|
|
|
—
|
|
|
13,841
|
|
|||||||||
Prior service costs reclassified from AOCI (2)
|
|
—
|
|
|
(13,004
|
)
|
|
—
|
|
|
(13,004
|
)
|
|
—
|
|
|
(18,906
|
)
|
|
—
|
|
|
—
|
|
|
(18,906
|
)
|
|||||||||
Valuation adjustment for pension and postretirement benefit plans (2)
|
|
—
|
|
|
4,805
|
|
|
—
|
|
|
4,805
|
|
|
—
|
|
|
(224,389
|
)
|
|
—
|
|
|
—
|
|
|
(224,389
|
)
|
|||||||||
Net change in cumulative translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,796
|
)
|
|
(36,796
|
)
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
375
|
|
|
375
|
|
|
—
|
|
|
—
|
|
|
238
|
|
|
—
|
|
|
238
|
|
|||||||||
Distribution of Sporting (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,923
|
|
|
—
|
|
|
38,301
|
|
|
96,224
|
|
|||||||||
End of period unrealized gain (loss) in AOCI
|
|
$
|
(3,059
|
)
|
|
$
|
(784,294
|
)
|
|
$
|
1,445
|
|
|
$
|
(785,908
|
)
|
|
$
|
(2,073
|
)
|
|
$
|
(846,645
|
)
|
|
$
|
1,070
|
|
|
$
|
—
|
|
|
$
|
(847,648
|
)
|
(1)
|
Amounts related to derivative instruments that were reclassified from AOCI and recorded as a component of cost of sales or interest expense for each period presented.
|
(2)
|
Amounts related to pension and other postretirement benefits that were reclassified from AOCI and recorded as a component of net periodic benefit cost for each period presented (Note 10).
|
(3)
|
Amounts related to Sporting Group prior the Distribution (Note 4).
|
|
|
December 31, 2015
|
||||||||||
|
|
Fair Value Measurements
Using Inputs Considered as
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Marketable securities
|
|
$
|
—
|
|
|
$
|
12,065
|
|
|
$
|
—
|
|
Derivatives
|
|
—
|
|
|
3,979
|
|
|
—
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Derivatives
|
|
—
|
|
|
8,353
|
|
|
—
|
|
|
|
March 31, 2015
|
||||||||||
|
|
Fair Value Measurements
Using Inputs Considered as
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Marketable securities
|
|
$
|
—
|
|
|
$
|
10,327
|
|
|
$
|
—
|
|
Derivatives
|
|
—
|
|
|
7,823
|
|
|
—
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Derivatives
|
|
—
|
|
|
11,137
|
|
|
—
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Fixed rate debt
|
|
$
|
700,000
|
|
|
$
|
712,500
|
|
|
$
|
300,000
|
|
|
$
|
306,000
|
|
Variable rate debt
|
|
790,000
|
|
|
787,697
|
|
|
1,288,501
|
|
|
1,283,539
|
|
(Amounts in thousands of pounds)
|
|
December 31, 2015
|
|
March 31, 2015
|
||
Copper
|
|
7,750
|
|
|
16,475
|
|
Zinc
|
|
1,750
|
|
|
4,840
|
|
|
|
Notional
|
|
Fair Value
|
|
Pay Fixed
|
|
Receive Floating
|
|
Maturity Date
|
||||||
Non-amortizing swap
|
|
$
|
100,000
|
|
|
$
|
(200
|
)
|
|
0.87
|
%
|
|
0.42
|
%
|
|
August 2016
|
Non-amortizing swap
|
|
100,000
|
|
|
(668
|
)
|
|
1.29
|
%
|
|
0.42
|
%
|
|
August 2017
|
||
Non-amortizing swap
|
|
100,000
|
|
|
(1,441
|
)
|
|
1.69
|
%
|
|
0.42
|
%
|
|
August 2018
|
||
Non-amortizing swap
|
|
50,000
|
|
|
9
|
|
|
0.65
|
%
|
|
0.42
|
%
|
|
November 2016
|
||
Non-amortizing swap
|
|
50,000
|
|
|
(139
|
)
|
|
1.10
|
%
|
|
0.42
|
%
|
|
November 2017
|
(Amounts in thousands)
|
|
December 31, 2015
|
|
March 31, 2015
|
||
Euros Sold
|
|
67,780
|
|
|
98,580
|
|
Euros Purchased
|
|
12,589
|
|
|
33,354
|
|
|
|
|
|
Asset Derivatives
Fair Value
|
|
Liability Derivatives
Fair Value
|
||||||||||||
|
|
Location
|
|
December 31, 2015
|
|
March 31, 2015
|
|
December 31, 2015
|
|
March 31, 2015
|
||||||||
Commodity forward contracts
|
|
Other current assets /
Other current liabilities |
|
$
|
—
|
|
|
$
|
1,054
|
|
|
$
|
4,445
|
|
|
$
|
899
|
|
Commodity forward contracts
|
|
Other noncurrent assets /
Other noncurrent liabilities |
|
—
|
|
|
271
|
|
|
—
|
|
|
2
|
|
||||
Foreign currency forward contracts
|
|
Other current assets /
Other current liabilities |
|
2,875
|
|
|
2,664
|
|
|
1,442
|
|
|
5,101
|
|
||||
Foreign currency forward contracts
|
|
Other noncurrent assets /
Other noncurrent liabilities |
|
1,095
|
|
|
3,834
|
|
|
18
|
|
|
897
|
|
||||
Interest rate swap contracts
|
|
Other current assets /
Other current liabilities |
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swap contracts
|
|
Other noncurrent assets /
Other noncurrent liabilities |
|
—
|
|
|
—
|
|
|
2,448
|
|
|
4,238
|
|
||||
Total
|
|
|
|
$
|
3,979
|
|
|
$
|
7,823
|
|
|
$
|
8,353
|
|
|
$
|
11,137
|
|
|
|
Gain (Loss) Reclassified from AOCI
|
|
Gain (Loss) Recognized in Income
(ineffective portion and amount excluded from effectiveness testing) |
||||||||
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||
Nine months ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Cost of sales
|
|
$
|
2,825
|
|
|
Cost of sales
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
Interest expense
|
|
(3,028
|
)
|
|
Interest expense
|
|
—
|
|
||
Foreign currency forward contracts
|
|
Cost of sales
|
|
(1,768
|
)
|
|
Cost of sales
|
|
—
|
|
||
Year ended March 31, 2015
|
|
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Cost of sales
|
|
(5,515
|
)
|
|
Cost of sales
|
|
—
|
|
||
Interest rate swap contracts
|
|
Interest expense
|
|
(4,020
|
)
|
|
Interest expense
|
|
—
|
|
||
Foreign currency forward contracts
|
|
Cost of sales
|
|
(9,182
|
)
|
|
Cost of sales
|
|
—
|
|
Purchase Price:
|
|
|
||
Value of common shares issued to Orbital shareholders (1)
|
|
$
|
1,749,323
|
|
Value of replacement equity-based awards to holders of Orbital equity-based awards (2)
|
|
8,654
|
|
|
Total purchase price
|
|
$
|
1,757,977
|
|
|
|
|
||
Value of assets acquired and liabilities assumed:
|
|
|
|
|
Cash
|
|
$
|
253,734
|
|
Net receivables
|
|
558,639
|
|
|
Net inventories
|
|
75,294
|
|
|
Intangibles
|
|
179,000
|
|
|
Property, plant and equipment
|
|
277,438
|
|
|
Deferred tax assets, net
|
|
62,466
|
|
|
Other assets
|
|
36,878
|
|
|
Goodwill
|
|
822,903
|
|
|
Accounts payable
|
|
(52,028
|
)
|
|
Contract fair value liabilities
|
|
(130,888
|
)
|
|
Other liabilities
|
|
(325,459
|
)
|
|
Total purchase price
|
|
$
|
1,757,977
|
|
(1)
|
Equals
27.4 million
Orbital ATK shares issued to Orbital shareholders multiplied by the Company's Merger-date share price of
$63.94
.
|
(2)
|
The fair value of replacement equity-based awards attributable to pre-Merger service was recorded as part of the consideration transferred in the Merger.
|
|
|
Year Ended March 31, 2015
|
|
Year Ended March 31, 2014
|
||||
Sales
|
|
$
|
4,229,036
|
|
|
$
|
4,200,154
|
|
Income from continuing operations
|
|
162,452
|
|
|
167,034
|
|
||
Basic earnings per common share from continuing operations
|
|
$
|
2.59
|
|
|
$
|
2.83
|
|
Diluted earnings per common share from continuing operations
|
|
2.55
|
|
|
2.77
|
|
|
|
Year Ended March 31, 2015
|
|
Year Ended March 31, 2014
|
||||
Amortization of acquired Orbital intangible assets (1)
|
|
$
|
27,215
|
|
|
$
|
31,116
|
|
Interest expense adjustment (2)
|
|
(25,678
|
)
|
|
(19,237
|
)
|
||
Transaction fees for advisory, legal and accounting services (3)
|
|
(37,119
|
)
|
|
37,119
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Billed receivables
|
|
|
|
|
||||
U.S. Government contracts
|
|
$
|
121,756
|
|
|
$
|
186,430
|
|
Commercial and other
|
|
95,766
|
|
|
91,601
|
|
||
Unbilled receivables
|
|
|
|
|
||||
U.S. Government contracts
|
|
914,675
|
|
|
960,185
|
|
||
Commercial and other
|
|
653,265
|
|
|
560,032
|
|
||
Less allowance for doubtful accounts
|
|
(1,028
|
)
|
|
(4,692
|
)
|
||
Net receivables
|
|
$
|
1,784,434
|
|
|
$
|
1,793,556
|
|
Balance, March 31, 2013
|
|
$
|
4,801
|
|
Expense
|
|
609
|
|
|
Write-offs
|
|
(626
|
)
|
|
Other adjustments
|
|
107
|
|
|
Balance, March 31, 2014
|
|
4,891
|
|
|
Expense
|
|
599
|
|
|
Write-offs
|
|
(17
|
)
|
|
Other adjustments
|
|
(781
|
)
|
|
Balance, March 31, 2015
|
|
4,692
|
|
|
Expense
|
|
12
|
|
|
Write-offs
|
|
(3,737
|
)
|
|
Other adjustments
|
|
61
|
|
|
Balance, December 31, 2015
|
|
$
|
1,028
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Land
|
|
$
|
47,907
|
|
|
$
|
41,597
|
|
Buildings and improvements
|
|
360,400
|
|
|
344,140
|
|
||
Machinery and equipment
|
|
1,393,137
|
|
|
1,312,073
|
|
||
Property not yet in service
|
|
26,104
|
|
|
58,346
|
|
||
Gross property, plant and equipment
|
|
1,827,548
|
|
|
1,756,156
|
|
||
Less accumulated depreciation
|
|
(1,021,361
|
)
|
|
(949,099
|
)
|
||
Net property, plant and equipment
|
|
$
|
806,187
|
|
|
$
|
807,057
|
|
|
|
Flight Systems Group
|
|
Defense Systems Group
|
|
Space Systems Group
|
|
Total
|
||||||||
Balance, March 31, 2014
|
|
$
|
530,869
|
|
|
$
|
366,947
|
|
|
$
|
145,647
|
|
|
$
|
1,043,463
|
|
Merger
|
|
268,493
|
|
|
—
|
|
|
597,613
|
|
|
866,106
|
|
||||
Impairment
|
|
—
|
|
|
—
|
|
|
(34,300
|
)
|
|
(34,300
|
)
|
||||
Balance, March 31, 2015
|
|
$
|
799,362
|
|
|
$
|
366,947
|
|
|
$
|
708,960
|
|
|
$
|
1,875,269
|
|
Measurement period adjustments
|
|
123,629
|
|
|
—
|
|
|
(166,832
|
)
|
|
(43,203
|
)
|
||||
Balance, December 31, 2015
|
|
$
|
922,991
|
|
|
$
|
366,947
|
|
|
$
|
542,128
|
|
|
$
|
1,832,066
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Gross debt issuance costs
|
|
$
|
17,375
|
|
|
$
|
22,280
|
|
Less accumulated amortization
|
|
(3,211
|
)
|
|
(5,712
|
)
|
||
Net debt issuance costs
|
|
14,164
|
|
|
16,568
|
|
||
Parts inventory
|
|
10,303
|
|
|
9,973
|
|
||
Environmental remediation receivable
|
|
15,145
|
|
|
23,771
|
|
||
Derivative contracts
|
|
1,105
|
|
|
4,105
|
|
||
Other noncurrent assets
|
|
77,127
|
|
|
73,225
|
|
||
Total other noncurrent assets
|
|
$
|
117,844
|
|
|
$
|
127,642
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||||||||||||||||||
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Total
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Total
|
||||||||||||
Contract Backlog
|
|
$
|
179,000
|
|
|
$
|
(36,696
|
)
|
|
$
|
142,304
|
|
|
$
|
164,000
|
|
|
$
|
(6,167
|
)
|
|
$
|
157,833
|
|
Patented technology
|
|
11,018
|
|
|
(6,206
|
)
|
|
4,812
|
|
|
10,700
|
|
|
(5,350
|
)
|
|
5,350
|
|
||||||
Customer relationships and other
|
|
24,294
|
|
|
(24,254
|
)
|
|
40
|
|
|
24,294
|
|
|
(22,270
|
)
|
|
2,024
|
|
||||||
Net intangibles
|
|
$
|
214,312
|
|
|
$
|
(67,156
|
)
|
|
$
|
147,156
|
|
|
$
|
198,994
|
|
|
$
|
(33,787
|
)
|
|
$
|
165,207
|
|
|
|
Contract Backlog
|
|
Patents and Customer Relationships
|
|
Total
|
||||||
2016
|
|
$
|
42,495
|
|
|
$
|
1,220
|
|
|
$
|
43,715
|
|
2017
|
|
41,005
|
|
|
1,180
|
|
|
42,185
|
|
|||
2018
|
|
33,045
|
|
|
1,120
|
|
|
34,165
|
|
|||
2019
|
|
19,184
|
|
|
1,072
|
|
|
20,256
|
|
|||
2020
|
|
6,575
|
|
|
260
|
|
|
6,835
|
|
|||
Total
|
|
$
|
142,304
|
|
|
$
|
4,852
|
|
|
$
|
147,156
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Employee benefits, insurance, pension and other postretirement benefits
|
|
$
|
62,034
|
|
|
$
|
53,588
|
|
Deferred lease obligation
|
|
12,222
|
|
|
30,857
|
|
||
Product warranties
|
|
5,320
|
|
|
9,555
|
|
||
Interest
|
|
10,300
|
|
|
7,801
|
|
||
Other
|
|
69,579
|
|
|
110,827
|
|
||
Total other current liabilities
|
|
159,455
|
|
|
212,628
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Environmental remediation
|
|
$
|
35,100
|
|
|
$
|
43,326
|
|
Income taxes
|
|
19,594
|
|
|
34,415
|
|
||
Deferred lease obligation
|
|
13,795
|
|
|
21,036
|
|
||
Management nonqualified deferred compensation plan
|
|
16,664
|
|
|
14,853
|
|
||
Other
|
|
82,645
|
|
|
52,165
|
|
||
Total other noncurrent liabilities
|
|
167,798
|
|
|
165,795
|
|
Balance, March 31, 2014
|
|
$
|
11,866
|
|
Payments
|
|
73
|
|
|
Warranties issued
|
|
414
|
|
|
Changes related to preexisting warranties
|
|
(2,798
|
)
|
|
Balance, March 31, 2015
|
|
9,555
|
|
|
Payments
|
|
(426
|
)
|
|
Warranties issued
|
|
147
|
|
|
Changes related to preexisting warranties
|
|
(3,956
|
)
|
|
Balance, December 31, 2015
|
|
$
|
5,320
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Senior Credit Facility:
|
|
|
|
|
||||
Term Loan A due 2020
|
|
$
|
790,000
|
|
|
$
|
—
|
|
Revolving Credit Facility due 2020
|
|
—
|
|
|
—
|
|
||
5.25% Senior Notes due 2021
|
|
300,000
|
|
|
300,000
|
|
||
5.50% Senior Notes due 2023
|
|
400,000
|
|
|
—
|
|
||
Former Senior Credit Facility:
|
|
|
|
|
||||
Term A Loan due 2018
|
|
—
|
|
|
946,875
|
|
||
Term A Loan due 2019
|
|
—
|
|
|
144,375
|
|
||
Term B Loan due 2020
|
|
—
|
|
|
197,251
|
|
||
Carrying amount of long-term debt
|
|
1,490,000
|
|
|
1,588,501
|
|
||
Less: Current portion of long-term debt
|
|
40,000
|
|
|
59,997
|
|
||
Long-term debt
|
|
$
|
1,450,000
|
|
|
$
|
1,528,504
|
|
|
|
Notional
|
|
Fair Value
|
|
Pay Fixed
|
|
Receive Floating
|
|
Maturity Date
|
||||||
Non-amortizing swap
|
|
$
|
100,000
|
|
|
$
|
(200
|
)
|
|
0.87
|
%
|
|
0.42
|
%
|
|
August 2016
|
Non-amortizing swap
|
|
100,000
|
|
|
(668
|
)
|
|
1.29
|
%
|
|
0.42
|
%
|
|
August 2017
|
||
Non-amortizing swap
|
|
100,000
|
|
|
(1,441
|
)
|
|
1.69
|
%
|
|
0.42
|
%
|
|
August 2018
|
||
Non-amortizing swap
|
|
50,000
|
|
|
9
|
|
|
0.65
|
%
|
|
0.42
|
%
|
|
November 2016
|
||
Non-amortizing swap
|
|
50,000
|
|
|
(139
|
)
|
|
1.10
|
%
|
|
0.42
|
%
|
|
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" with respect to the 5.25% Notes and the 5.50% Notes;
|
•
|
upon defeasance or satisfaction and discharge of the 5.25% Notes and the 5.50% Notes, as applicable; and
|
•
|
if such Subsidiary Guarantor has been released from its guarantees of indebtedness under the credit agreement governing the Senior Credit Facility (the "Credit Agreement") and all capital markets debt securities.
|
2016
|
$
|
40,000
|
|
2017
|
40,000
|
|
|
2018
|
40,000
|
|
|
2019
|
40,000
|
|
|
2020
|
40,000
|
|
|
Thereafter
|
1,290,000
|
|
|
Total
|
$
|
1,490,000
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
|
Nine Months Ended December 31, 2015
|
|
Year Ended March 31, 2015
|
|
Nine Months Ended December 31, 2015
|
|
Year Ended March 31, 2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
|
$
|
3,199,221
|
|
|
$
|
2,988,288
|
|
|
$
|
131,620
|
|
|
$
|
128,065
|
|
Service cost
|
|
14,445
|
|
|
23,182
|
|
|
1
|
|
|
3
|
|
||||
Interest cost
|
|
91,044
|
|
|
129,236
|
|
|
3,378
|
|
|
4,803
|
|
||||
Plan Amendments
|
|
(2,295
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain) (1)
|
|
(211,581
|
)
|
|
465,524
|
|
|
(13,106
|
)
|
|
12,255
|
|
||||
Retiree contributions
|
|
—
|
|
|
—
|
|
|
3,302
|
|
|
4,729
|
|
||||
Benefits paid
|
|
(138,166
|
)
|
|
(192,756
|
)
|
|
(10,858
|
)
|
|
(16,272
|
)
|
||||
Impact of Distribution
|
|
—
|
|
|
(223,790
|
)
|
|
—
|
|
|
(1,963
|
)
|
||||
Merger with Orbital Sciences
|
|
—
|
|
|
9,537
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of period
|
|
2,952,668
|
|
|
3,199,221
|
|
|
114,337
|
|
|
131,620
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
|
2,348,795
|
|
|
2,426,013
|
|
|
63,678
|
|
|
61,055
|
|
||||
Actual return on plan assets
|
|
(94,573
|
)
|
|
177,776
|
|
|
(1,716
|
)
|
|
4,397
|
|
||||
Retiree contributions
|
|
—
|
|
|
—
|
|
|
3,302
|
|
|
4,729
|
|
||||
Employer contributions
|
|
73,844
|
|
|
87,150
|
|
|
5,644
|
|
|
9,769
|
|
||||
Benefits paid
|
|
(138,166
|
)
|
|
(192,756
|
)
|
|
(10,858
|
)
|
|
(16,272
|
)
|
||||
Fair value of assets at February 9, 2015, transferred to Vista Outdoor (2)
|
|
—
|
|
|
(163,034
|
)
|
|
—
|
|
|
—
|
|
||||
Merger with Orbital Sciences
|
|
—
|
|
|
13,646
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
|
2,189,900
|
|
|
2,348,795
|
|
|
60,050
|
|
|
63,678
|
|
||||
Funded status
|
|
$
|
(762,768
|
)
|
|
$
|
(850,426
|
)
|
|
$
|
(54,287
|
)
|
|
$
|
(67,942
|
)
|
(1)
|
The mortality projection scale was updated from MP-2014 to MP-2015 at December 31, 2015. This change resulted in an actuarial gain of
$50,000
and
$4,000
for the Pension Benefits and Other Postretirement Benefits, respectively. The mortality table assumption was changed to the RP-2014 Aggregate table (employee and annuitant) with generational projection using Scale MP-2014 at March 31, 2015 resulting in actuarial losses of
$189,000
and
$13,000
for the Pension Benefits and Other Postretirement Benefits, respectively.
|
(2)
|
The actual amount transferred to Vista Outdoor on February 9, 2015 was determined to be
$158,514
. The difference between this amount and
$163,034
was treated as gain/loss on plan assets.
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
|
December 31, 2015
|
|
March 31, 2015
|
|
December 31, 2015
|
|
March 31, 2015
|
||||||||
Noncurrent assets
|
|
$
|
4,264
|
|
|
$
|
4,318
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liabilities
|
|
(5,400
|
)
|
|
(3,743
|
)
|
|
(3,381
|
)
|
|
(3,436
|
)
|
||||
Postretirement and postemployment benefits
|
|
—
|
|
|
—
|
|
|
(50,906
|
)
|
|
(64,506
|
)
|
||||
Pension
|
|
(761,632
|
)
|
|
(851,001
|
)
|
|
—
|
|
|
—
|
|
||||
Net amount recognized
|
|
$
|
(762,768
|
)
|
|
$
|
(850,426
|
)
|
|
$
|
(54,287
|
)
|
|
$
|
(67,942
|
)
|
Accumulated other comprehensive loss (income) related to:
|
|
|
|
|
|
|
|
|
||||||||
Unrecognized net actuarial losses
|
|
$
|
1,407,947
|
|
|
$
|
1,520,459
|
|
|
$
|
15,795
|
|
|
$
|
25,906
|
|
Unrecognized prior service benefits
|
|
(131,068
|
)
|
|
(144,410
|
)
|
|
(9,724
|
)
|
|
(15,163
|
)
|
||||
Accumulated other comprehensive loss (income)
|
|
$
|
1,276,879
|
|
|
$
|
1,376,049
|
|
|
$
|
6,071
|
|
|
$
|
10,743
|
|
|
|
Pension
|
|
Other
Postretirement
Benefits
|
||||
Recognized net actuarial losses
|
|
$
|
123,195
|
|
|
$
|
1,589
|
|
Amortization of prior service benefits
|
|
(20,605
|
)
|
|
(5,162
|
)
|
||
Total
|
|
$
|
102,590
|
|
|
$
|
(3,573
|
)
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
2,952,668
|
|
|
$
|
3,189,805
|
|
Accumulated benefit obligation
|
|
2,952,599
|
|
|
3,187,727
|
|
||
Fair value of plan assets
|
|
2,189,900
|
|
|
2,335,060
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
||||||||||||||||
|
|
|
March 31, 2015
|
|
March 31, 2014
|
|
|
March 31, 2015
|
|
March 31, 2014
|
||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
14,445
|
|
|
$
|
23,182
|
|
|
$
|
34,763
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
9
|
|
Interest cost
|
|
91,044
|
|
|
129,236
|
|
|
130,253
|
|
|
3,378
|
|
|
4,803
|
|
|
5,207
|
|
||||||
Expected return on plan assets
|
|
(120,352
|
)
|
|
(165,780
|
)
|
|
(161,111
|
)
|
|
(2,767
|
)
|
|
(3,553
|
)
|
|
(3,419
|
)
|
||||||
Amortization of unrecognized net loss
|
|
112,949
|
|
|
118,163
|
|
|
145,891
|
|
|
1,488
|
|
|
1,629
|
|
|
2,288
|
|
||||||
Amortization of unrecognized prior service cost
|
|
(15,638
|
)
|
|
(22,284
|
)
|
|
(20,984
|
)
|
|
(5,439
|
)
|
|
(8,362
|
)
|
|
(8,381
|
)
|
||||||
Net periodic benefit cost before special termination benefits cost / curtailment
|
|
82,448
|
|
|
82,517
|
|
|
128,812
|
|
|
(3,339
|
)
|
|
(5,480
|
)
|
|
(4,296
|
)
|
||||||
Special termination benefits cost / curtailment
|
|
—
|
|
|
2,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
82,448
|
|
|
$
|
84,986
|
|
|
$
|
128,812
|
|
|
$
|
(3,339
|
)
|
|
$
|
(5,480
|
)
|
|
$
|
(4,296
|
)
|
Amounts reported in:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
|
$
|
82,448
|
|
|
$
|
81,038
|
|
|
$
|
120,812
|
|
|
$
|
(3,339
|
)
|
|
$
|
(5,496
|
)
|
|
$
|
(4,340
|
)
|
Discontinued operations
|
|
—
|
|
|
3,948
|
|
|
8,000
|
|
|
—
|
|
|
16
|
|
|
44
|
|
||||||
Net periodic benefit cost
|
|
$
|
82,448
|
|
|
$
|
84,986
|
|
|
$
|
128,812
|
|
|
$
|
(3,339
|
)
|
|
$
|
(5,480
|
)
|
|
$
|
(4,296
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
||||||||||
|
|
|
March 31, 2015
|
|
March 31, 2014
|
|
|
March 31, 2015
|
|
March 31, 2014
|
||||||||
Weighted-average assumptions used to determine benefit obligations at the end of each period
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.40
|
%
|
|
3.90
|
%
|
|
4.50
|
%
|
|
3.98
|
%
|
|
3.55
|
%
|
|
3.95
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Union
|
|
3.13
|
%
|
|
3.66
|
%
|
|
3.22
|
%
|
|
|
|
|
|
|
|
||
Salaried
|
|
3.62
|
|
|
3.14
|
|
|
3.47
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
||||||||||
|
|
|
March 31, 2015
|
|
March 31, 2014
|
|
|
March 31, 2015
|
|
March 31, 2014
|
||||||||
Weighted-average assumptions used to determine net periodic benefit cost for each period
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.90
|
%
|
|
4.50
|
%
|
|
4.35
|
%
|
|
3.55
|
%
|
|
3.95
|
%
|
|
3.80
|
%
|
Expected long-term rate of return on plan assets
|
|
7.25
|
|
|
7.25
|
|
|
7.25
|
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|
|
|
|
|
|
|
|
|
|
|
6.25
|
|
|
6.25
|
|
|
6.25
|
|
Rate of compensation increase:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Union
|
|
3.66
|
%
|
|
3.22
|
%
|
|
3.23
|
%
|
|
|
|
|
|
|
|
||
Salaried
|
|
3.14
|
|
|
3.47
|
|
|
3.49
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
December 31, 2015
|
||
Weighted average health care cost trend rate
|
|
6.10
|
%
|
|
6.10
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
4.50
|
|
|
4.50
|
|
Fiscal year that the rate reaches the ultimate trend rate
|
|
2027
|
|
|
2027
|
|
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||
Effect on total of service and interest cost
|
|
$
|
286
|
|
|
$
|
(253
|
)
|
Effect on postretirement benefit obligation
|
|
6,888
|
|
|
(6,118
|
)
|
|
|
Anticipated 2016
|
|
Actual
|
||||||||
|
|
Low
|
|
High
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Asset Category:
|
|
|
|
|
|
|
|
|
||||
Domestic equity
|
|
10
|
%
|
|
25
|
%
|
|
19.9
|
%
|
|
20.7
|
%
|
International equity
|
|
10
|
|
|
20
|
|
|
13.1
|
|
|
13.7
|
|
Fixed income
|
|
35
|
|
|
50
|
|
|
40.5
|
|
|
42.5
|
|
Real estate
|
|
—
|
|
|
10
|
|
|
5.0
|
|
|
4.8
|
|
Hedge funds/private equity
|
|
15
|
|
|
30
|
|
|
16.8
|
|
|
14.8
|
|
Other investments/cash
|
|
—
|
|
|
6
|
|
|
4.7
|
|
|
3.5
|
|
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
|
|
$
|
—
|
|
|
$
|
33,271
|
|
|
$
|
—
|
|
|
$
|
33,271
|
|
U.S. Government securities
|
|
62,428
|
|
|
5,939
|
|
|
—
|
|
|
68,367
|
|
||||
Corporate debt
|
|
—
|
|
|
405,898
|
|
|
95
|
|
|
405,993
|
|
||||
Common stock
|
|
88,928
|
|
|
6,842
|
|
|
—
|
|
|
95,770
|
|
||||
Partnership/joint venture interest
|
|
—
|
|
|
—
|
|
|
709,251
|
|
|
709,251
|
|
||||
Other investments
|
|
156
|
|
|
1,940
|
|
|
—
|
|
|
2,096
|
|
||||
Common/collective trusts
|
|
—
|
|
|
609,852
|
|
|
—
|
|
|
609,852
|
|
||||
Registered investment companies
|
|
59,366
|
|
|
164,696
|
|
|
—
|
|
|
224,062
|
|
||||
Value of funds in insurance company accounts
|
|
—
|
|
|
40,195
|
|
|
1,043
|
|
|
41,238
|
|
||||
Total
|
|
210,878
|
|
|
1,268,633
|
|
|
710,389
|
|
|
2,189,900
|
|
|
|
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
|
|
$
|
—
|
|
|
$
|
3,279
|
|
|
$
|
—
|
|
|
$
|
3,279
|
|
U.S. Government securities
|
|
158,938
|
|
|
11,546
|
|
|
—
|
|
|
170,484
|
|
||||
Corporate debt
|
|
—
|
|
|
410,035
|
|
|
187
|
|
|
410,222
|
|
||||
Common stock
|
|
110,932
|
|
|
5,289
|
|
|
—
|
|
|
116,221
|
|
||||
Partnership/joint venture interest
|
|
—
|
|
|
—
|
|
|
746,305
|
|
|
746,305
|
|
||||
Other investments
|
|
5
|
|
|
3,121
|
|
|
—
|
|
|
3,126
|
|
||||
Common/collective trusts
|
|
—
|
|
|
743,960
|
|
|
—
|
|
|
743,960
|
|
||||
Registered investment companies
|
|
131,251
|
|
|
145,649
|
|
|
—
|
|
|
276,900
|
|
||||
Value of funds in insurance company accounts
|
|
—
|
|
|
42,190
|
|
|
1,076
|
|
|
43,266
|
|
||||
Total
|
|
$
|
401,126
|
|
|
$
|
1,365,069
|
|
|
$
|
747,568
|
|
|
$
|
2,513,763
|
|
Fair value of assets at March 31, 2015 transferred to Vista Outdoor
|
|
$
|
(26,324
|
)
|
|
$
|
(89,584
|
)
|
|
$
|
(49,060
|
)
|
|
$
|
(164,968
|
)
|
Fair value of plan assets at end of year
|
|
$
|
374,802
|
|
|
$
|
1,275,485
|
|
|
$
|
698,508
|
|
|
$
|
2,348,795
|
|
|
|
Corporate Debt
|
|
Insurance
Contracts
|
|
Partnerships/
Joint Ventures
|
||||||
Balance, March 31, 2014
|
|
$
|
199
|
|
|
$
|
1,131
|
|
|
$
|
689,073
|
|
Realized (losses) gains
|
|
—
|
|
|
6
|
|
|
38,614
|
|
|||
Net unrealized (losses) gains
|
|
1
|
|
|
(2
|
)
|
|
(5,558
|
)
|
|||
Net purchases, issuances, and settlements
|
|
(13
|
)
|
|
(59
|
)
|
|
24,176
|
|
|||
Net transfers into (out of) Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, March 31, 2015
|
|
$
|
187
|
|
|
$
|
1,076
|
|
|
$
|
746,305
|
|
Realized (losses) gains
|
|
1
|
|
|
16
|
|
|
24,088
|
|
|||
Net unrealized (losses) gains
|
|
1
|
|
|
(7
|
)
|
|
(37,868
|
)
|
|||
Net purchases, issuances and settlements
|
|
(94
|
)
|
|
(42
|
)
|
|
(23,274
|
)
|
|||
Net transfers into (out of) Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2015
|
|
$
|
95
|
|
|
$
|
1,043
|
|
|
$
|
709,251
|
|
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
2016
|
|
$
|
189,200
|
|
|
$
|
10,547
|
|
2017
|
|
191,900
|
|
|
10,359
|
|
||
2018
|
|
195,800
|
|
|
10,106
|
|
||
2019
|
|
200,800
|
|
|
9,801
|
|
||
2020
|
|
204,400
|
|
|
9,482
|
|
||
2021 through 2025
|
|
1,043,300
|
|
|
41,164
|
|
•
|
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
|
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
||||||||
|
|
|
March 31, 2015
|
|
March 31, 2014
|
|||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
31,297
|
|
|
$
|
42,625
|
|
|
$
|
60,674
|
|
State
|
|
1,067
|
|
|
2,518
|
|
|
1,378
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
48,276
|
|
|
(2,599
|
)
|
|
(3,433
|
)
|
|||
State
|
|
3,019
|
|
|
(3,427
|
)
|
|
3,923
|
|
|||
Income taxes
|
|
$
|
83,659
|
|
|
$
|
39,117
|
|
|
$
|
62,542
|
|
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
|||||
|
|
|
March 31, 2015
|
|
March 31, 2014
|
||||
Statutory federal income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal impact
|
|
1.6
|
|
|
(0.5
|
)
|
|
1.1
|
|
Domestic manufacturing deduction
|
|
(1.7
|
)
|
|
(6.9
|
)
|
|
(3.2
|
)
|
Goodwill impairment
|
|
—
|
|
|
10.3
|
|
|
—
|
|
Research and development tax credit
|
|
(5.3
|
)
|
|
(2.9
|
)
|
|
(1.7
|
)
|
Change in prior year contingent tax liabilities
|
|
1.0
|
|
|
(3.3
|
)
|
|
(4.4
|
)
|
Nondeductible transaction costs
|
|
—
|
|
|
6.6
|
|
|
—
|
|
Other
|
|
(0.7
|
)
|
|
(2.3
|
)
|
|
1.2
|
|
Change in valuation allowance
|
|
1.6
|
|
|
(2.5
|
)
|
|
0.2
|
|
Income tax provision
|
|
31.5
|
%
|
|
33.5
|
%
|
|
28.2
|
%
|
|
|
Years Ended
|
||||||
|
|
December 31, 2015
|
|
March 31, 2015
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Retirement benefits
|
|
$
|
306,008
|
|
|
$
|
344,674
|
|
Federal Carryforwards
|
|
35,957
|
|
|
10,269
|
|
||
Other
|
|
35,864
|
|
|
44,098
|
|
||
Other reserves
|
|
23,871
|
|
|
27,358
|
|
||
Accruals for employee benefits
|
|
41,719
|
|
|
46,691
|
|
||
Inventory
|
|
14,206
|
|
|
10,893
|
|
||
Contract method of revenue recognition
|
|
15,521
|
|
|
31,305
|
|
||
Total deferred income tax assets before valuation allowance
|
|
473,146
|
|
|
515,288
|
|
||
Valuation allowance
|
|
(13,190
|
)
|
|
(8,836
|
)
|
||
Total deferred income tax assets
|
|
459,956
|
|
|
506,452
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
|
(99,810
|
)
|
|
(110,014
|
)
|
||
Property, plant and equipment
|
|
(134,689
|
)
|
|
(127,343
|
)
|
||
Debt-related
|
|
(15,596
|
)
|
|
(21,290
|
)
|
||
Total deferred income tax liabilities
|
|
(250,095
|
)
|
|
(258,647
|
)
|
||
Net deferred income tax assets
|
|
$
|
209,861
|
|
|
$
|
247,805
|
|
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
||||||||
|
|
|
March 31, 2015
|
|
March 31, 2014
|
|||||||
Beginning Balance
|
|
$
|
8,836
|
|
|
$
|
2,771
|
|
|
$
|
3,849
|
|
Additions, charged to expense
|
|
4,655
|
|
|
84
|
|
|
123
|
|
|||
Additions, due to the Merger
|
|
—
|
|
|
6,974
|
|
|
—
|
|
|||
Deductions
|
|
(301
|
)
|
|
(993
|
)
|
|
(1,201
|
)
|
|||
Ending Balance
|
|
$
|
13,190
|
|
|
$
|
8,836
|
|
|
$
|
2,771
|
|
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
||||||||
|
|
|
March 31, 2015
|
|
March 31, 2014
|
|||||||
Unrecognized tax benefits, beginning of period
|
|
$
|
42,499
|
|
|
$
|
32,317
|
|
|
$
|
25,657
|
|
Gross increases—tax positions in prior periods
|
|
42,032
|
|
|
21,369
|
|
|
15,412
|
|
|||
Gross decreases—tax positions in prior periods
|
|
(1,147
|
)
|
|
(8,193
|
)
|
|
(13,172
|
)
|
|||
Gross increases—current-period tax positions
|
|
5,837
|
|
|
1,571
|
|
|
4,573
|
|
|||
Settlements
|
|
—
|
|
|
(2,786
|
)
|
|
—
|
|
|||
Lapse of statute of limitations
|
|
(74
|
)
|
|
(1,779
|
)
|
|
(153
|
)
|
|||
Unrecognized tax benefits, end of period
|
|
$
|
89,147
|
|
|
$
|
42,499
|
|
|
$
|
32,317
|
|
2016
|
$
|
76,178
|
|
2017
|
64,897
|
|
|
2018
|
59,322
|
|
|
2019
|
53,955
|
|
|
2020
|
49,750
|
|
|
Thereafter
|
65,728
|
|
|
Total
|
$
|
369,830
|
|
|
|
December 31, 2015
|
|
March 31, 2015
|
||||||||||||
|
|
Liability
|
|
Receivable
|
|
Liability
|
|
Receivable
|
||||||||
Amounts (payable) receivable
|
|
$
|
(41,824
|
)
|
|
$
|
18,236
|
|
|
$
|
(51,749
|
)
|
|
$
|
26,506
|
|
Unamortized discount
|
|
1,718
|
|
|
(568
|
)
|
|
1,624
|
|
|
(750
|
)
|
||||
Present value amounts (payable) receivable
|
|
$
|
(40,106
|
)
|
|
$
|
17,668
|
|
|
$
|
(50,125
|
)
|
|
$
|
25,756
|
|
•
|
As part of its acquisition of the Hercules Aerospace Company in fiscal 1995, the Company generally assumed responsibility for environmental compliance at the facilities acquired from Hercules ("the Hercules Facilities"). The Company believes that a portion of the compliance and remediation costs associated with the Hercules Facilities will be recoverable under U.S. Government contracts. If the Company were unable to recover those environmental remediation costs under these contracts, the Company believes that 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 the Company for environmental conditions relating to releases or hazardous waste activities occurring prior to the Company'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 the Company for any individual claims below
$50
. Hercules is obligated to indemnify the Company for the lowest cost response of remediation required at the facility that is acceptable to the applicable regulatory agencies. The Company is not responsible for conducting any remedial activities with respect to the Clearwater, FL facility. In accordance with its agreement with
|
•
|
The Company generally assumed responsibility for environmental compliance at the Thiokol Facilities acquired from Alcoa Inc. ("Alcoa") in fiscal 2002. The Company 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, the Company notified Alcoa of all known environmental remediation issues at January 30, 2004. Of these known issues, the Company is responsible for any costs not recovered through U.S. Government contracts at Thiokol Facilities up to
$14,000
, the Company and Alcoa have agreed to split evenly any amounts between
$14,000
and
$34,000
, and the Company is responsible for any payments in excess of
$34,000
. At this time, the Company believes that costs not recovered through U.S. Government contracts will be immaterial.
|
2016
|
$
|
2,484
|
|
2017
|
297
|
|
|
2018
|
283
|
|
|
2019
|
2,354
|
|
|
2020
|
1,842
|
|
|
Thereafter
|
16,328
|
|
|
Total
|
$
|
23,588
|
|
•
|
up to
50%
will become payable only upon achievement of a financial performance goal relating to absolute earnings per share growth for the performance period beginning April 1, 2015 and ending December 31, 2017;
|
•
|
up to
50%
will become payable only upon achievement of a performance goal relating to absolute sales growth for the performance period beginning April 1, 2015 and ending December 31, 2017.
|
|
|
Nine Months Ended December 31, 2015
|
|
Year Ended March 31, 2015
|
||
Risk-free rate
|
|
1.02
|
%
|
|
1.02
|
%
|
Expected volatility
|
|
22.81
|
%
|
|
22.81
|
%
|
Expected dividend yield
|
|
1.78
|
%
|
|
1.78
|
%
|
Expected award life
|
|
3
|
|
|
3
|
|
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended
|
||
|
|
|
March 31, 2015
|
|
March 31, 2014
|
|
Risk-free rate
|
|
1.99%
|
|
1.82%
|
|
1.86%-2.07%
|
Expected volatility
|
|
27.91%
|
|
27.67%
|
|
25.95%-26.71%
|
Expected dividend yield
|
|
1.17%
|
|
0.99%
|
|
1.27%-1.58%
|
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, 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, March 31, 2014
|
|
270,405
|
|
|
74.11
|
|
|
8.3
|
|
$
|
68.04
|
|
|
Granted
|
|
73,100
|
|
|
72.06
|
|
|
|
|
|
|||
Converted in conjunction with the Merger
|
|
11,225
|
|
|
27.45
|
|
|
|
|
|
|||
Outstanding, March 31, 2015
|
|
354,730
|
|
|
41.83
|
|
|
7.8
|
|
$
|
34.80
|
|
|
Granted
|
|
1,443
|
|
|
73.13
|
|
|
|
|
|
|
||
Exercised
|
|
(122,893
|
)
|
|
30.90
|
|
|
|
|
|
|
||
Outstanding, December 31, 2015
|
|
233,280
|
|
|
$
|
47.79
|
|
|
7.7
|
|
$
|
41.55
|
|
Options exercisable at:
|
|
|
|
|
|
|
|
|
|||||
December 31, 2015
|
|
109,509
|
|
|
$
|
32.43
|
|
|
6.6
|
|
$
|
56.91
|
|
March 31, 2015
|
|
230,715
|
|
|
$
|
64.32
|
|
|
7.0
|
|
$
|
44.99
|
|
March 31, 2014
|
|
114,083
|
|
|
$
|
61.63
|
|
|
8.0
|
|
$
|
80.52
|
|
|
|
Performance Share
and TSR Awards |
|
Restricted Stock
Units |
|
Restricted Stock
Awards |
|
Combined
Weighted Average Grant Date Fair Value |
|||||
Nonvested, March 31, 2013
|
|
491,016
|
|
|
—
|
|
|
267,426
|
|
|
$
|
65.42
|
|
Granted
|
|
113,212
|
|
|
—
|
|
|
127,451
|
|
|
114.65
|
|
|
Canceled/forfeited
|
|
(200,557
|
)
|
|
—
|
|
|
(13,526
|
)
|
|
68.65
|
|
|
Vested
|
|
(95,579
|
)
|
|
—
|
|
|
(98,407
|
)
|
|
66.60
|
|
|
Nonvested, March 31, 2014
|
|
308,092
|
|
|
—
|
|
|
282,944
|
|
|
83.91
|
|
|
Granted
|
|
161,661
|
|
|
—
|
|
|
139,094
|
|
|
81.88
|
|
|
Converted in conjunction with the Merger
|
|
—
|
|
|
647,436
|
|
|
—
|
|
|
71.29
|
|
|
Canceled/forfeited
|
|
(309,223
|
)
|
|
—
|
|
|
(13,521
|
)
|
|
87.05
|
|
|
Vested
|
|
—
|
|
|
(146,497
|
)
|
|
(195,882
|
)
|
|
72.50
|
|
|
Nonvested, March 31, 2015
|
|
160,530
|
|
|
500,939
|
|
|
212,635
|
|
|
77.02
|
|
|
Granted
|
|
2,976
|
|
|
—
|
|
|
86,108
|
|
|
74.88
|
|
|
Canceled/forfeited
|
|
(5,374
|
)
|
|
(10,908
|
)
|
|
(9,914
|
)
|
|
80.88
|
|
|
Vested
|
|
(333
|
)
|
|
(191,084
|
)
|
|
(17,806
|
)
|
|
43.87
|
|
|
Nonvested, December 31, 2015
|
|
157,799
|
|
|
298,947
|
|
|
271,023
|
|
|
75.57
|
|
|
|
Termination
Benefits |
|
Remaining Lease Rentals
|
|
Asset
Impairment |
|
Facility Closure and Other Costs
|
|
Total
|
||||||||||
Balance, March 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expense
|
|
9,595
|
|
|
11,473
|
|
|
3,166
|
|
|
1,385
|
|
|
25,619
|
|
|||||
Payments
|
|
(1,263
|
)
|
|
(1,046
|
)
|
|
—
|
|
|
(1,385
|
)
|
|
(3,694
|
)
|
|||||
Noncash settlements
|
|
—
|
|
|
—
|
|
|
(3,166
|
)
|
|
—
|
|
|
(3,166
|
)
|
|||||
Balance, March 31, 2015
|
|
8,332
|
|
|
10,427
|
|
|
—
|
|
|
—
|
|
|
18,759
|
|
|||||
Expense
|
|
3,798
|
|
|
13,288
|
|
|
6,213
|
|
|
—
|
|
|
23,299
|
|
|||||
Payments
|
|
(8,541
|
)
|
|
(1,860
|
)
|
|
—
|
|
|
—
|
|
|
(10,401
|
)
|
|||||
Noncash settlements
|
|
—
|
|
|
—
|
|
|
(6,213
|
)
|
|
—
|
|
|
(6,213
|
)
|
|||||
Balance, December 31, 2015
|
|
$
|
3,589
|
|
|
$
|
21,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,444
|
|
•
|
Flight Systems Group
develops rockets that are used as small- and medium-class space launch vehicles to place satellites into Earth orbit and escape trajectories, interceptor and target vehicles for missile defense systems and suborbital launch vehicles that place payloads into a variety of high-altitude trajectories. The group also develops and produces medium- and large-class rocket propulsion systems for human and cargo launch vehicles, strategic missiles, missile defense interceptors and target vehicles. Additionally,
Flight Systems Group
operates in the military and commercial aircraft and launch structures markets. Other products include illuminating flares and aircraft countermeasures.
|
•
|
Defense Systems Group
develops and produces military small-, medium-, and large-caliber ammunition, small-caliber commercial ammunition, propulsion systems for tactical missiles and missile defense applications, strike weapons, precision weapons and munitions, high-performance gun systems, aircraft survivability systems, fuzes and warheads, energetic materials and special mission aircraft.
|
•
|
Space Systems Group
develops and produces small- and medium-class satellites that are used to enable global and regional communications and broadcasting, conduct space-related scientific research, and perform other activities related to national security. In addition,
Space Systems Group
develops and produces human-rated space systems for Earth-orbit and deep-space exploration, including re-supplying the ISS. This group is also a provider of spacecraft components and subsystems and specialized engineering and operations services to U.S. Government agencies.
|
|
|
U.S. Government Sales
|
|
Percentage of sales
|
|||
Nine months ended December 31, 2015
|
|
$
|
2,366,628
|
|
|
70
|
%
|
Year ended March 31, 2015
|
|
2,388,816
|
|
|
75
|
%
|
|
Year ended March 31, 2014
|
|
2,465,436
|
|
|
84
|
%
|
|
|
Nine Months Ended December 31, 2015
|
||||||||||||||||||
|
|
Flight Systems Group
|
|
Defense Systems Group
|
|
Space Systems Group
|
|
Corporate
|
|
Total
|
||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
|
$
|
1,112,762
|
|
|
$
|
1,327,509
|
|
|
$
|
958,818
|
|
|
$
|
—
|
|
|
$
|
3,399,089
|
|
Intercompany
|
|
26,971
|
|
|
6,488
|
|
|
14,663
|
|
|
(48,122
|
)
|
|
—
|
|
|||||
Total
|
|
1,139,733
|
|
|
1,333,997
|
|
|
973,481
|
|
|
(48,122
|
)
|
|
3,399,089
|
|
|||||
Income from continuing operations, before interest, income taxes and noncontrolling interest
|
|
196,560
|
|
|
117,035
|
|
|
69,870
|
|
|
(61,078
|
)
|
|
322,387
|
|
|||||
Capital expenditures
|
|
48,342
|
|
|
22,443
|
|
|
31,217
|
|
|
2,632
|
|
|
104,634
|
|
|||||
Depreciation
|
|
39,183
|
|
|
19,567
|
|
|
23,825
|
|
|
7,932
|
|
|
90,507
|
|
|||||
Amortization of intangibles
|
|
13,037
|
|
|
514
|
|
|
17,956
|
|
|
1,864
|
|
|
33,371
|
|
|||||
Total assets
|
|
2,252,031
|
|
|
1,346,463
|
|
|
1,247,546
|
|
|
507,516
|
|
|
5,353,556
|
|
|
|
Year Ended March 31, 2015
|
||||||||||||||||||
|
|
Flight Systems Group
|
|
Defense Systems Group
|
|
Space Systems Group
|
|
Corporate
|
|
Total
|
||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
|
$
|
1,065,058
|
|
|
$
|
1,712,300
|
|
|
$
|
396,609
|
|
|
$
|
—
|
|
|
$
|
3,173,967
|
|
Intercompany
|
|
29,150
|
|
|
178,234
|
|
|
16,686
|
|
|
(224,070
|
)
|
|
—
|
|
|||||
Total
|
|
1,094,208
|
|
|
1,890,534
|
|
|
413,295
|
|
|
(224,070
|
)
|
|
3,173,967
|
|
|||||
Income from continuing operations, before interest, income taxes and noncontrolling interest
|
|
145,753
|
|
|
188,963
|
|
|
(3,824
|
)
|
|
(98,939
|
)
|
|
231,953
|
|
|||||
Capital expenditures
|
|
48,861
|
|
|
44,243
|
|
|
5,718
|
|
|
13,882
|
|
|
112,704
|
|
|||||
Depreciation
|
|
34,930
|
|
|
23,067
|
|
|
11,029
|
|
|
6,738
|
|
|
75,764
|
|
|||||
Amortization of intangibles
|
|
1,232
|
|
|
1,864
|
|
|
—
|
|
|
6,167
|
|
|
9,263
|
|
|||||
Total assets
|
|
2,047,966
|
|
|
1,320,425
|
|
|
1,467,948
|
|
|
668,063
|
|
|
5,504,402
|
|
|
|
Year Ended March 31, 2014
|
||||||||||||||||||
|
|
Flight Systems Group
|
|
Defense Systems Group
|
|
Space Systems Group
|
|
Corporate
|
|
Total
|
||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
|
$
|
902,683
|
|
|
$
|
1,667,707
|
|
|
$
|
354,847
|
|
|
$
|
—
|
|
|
$
|
2,925,237
|
|
Intercompany
|
|
8,549
|
|
|
283,077
|
|
|
16,353
|
|
|
(307,979
|
)
|
|
—
|
|
|||||
Total
|
|
911,232
|
|
|
1,950,784
|
|
|
371,200
|
|
|
(307,979
|
)
|
|
2,925,237
|
|
|||||
Income from continuing operations, before interest, income taxes and noncontrolling interest
|
|
110,882
|
|
|
210,669
|
|
|
30,810
|
|
|
(50,404
|
)
|
|
301,957
|
|
|||||
Capital expenditures
|
|
54,660
|
|
|
42,061
|
|
|
6,760
|
|
|
2,249
|
|
|
105,730
|
|
|||||
Depreciation
|
|
34,490
|
|
|
20,110
|
|
|
8,173
|
|
|
6,419
|
|
|
69,192
|
|
|||||
Amortization of intangibles
|
|
1,248
|
|
|
1,864
|
|
|
—
|
|
|
—
|
|
|
3,112
|
|
|||||
Total assets
|
|
1,361,544
|
|
|
1,209,150
|
|
|
285,019
|
|
|
567,808
|
|
|
3,423,521
|
|
|
Nine Months Ended
|
||||
(Amounts in thousands except per share data)
|
December 31, 2015
|
|
December 28, 2014
|
||
|
|
|
(unaudited)
|
||
Revenues
|
3,399,089
|
|
|
2,204,428
|
|
Gross profit
|
669,191
|
|
|
491,561
|
|
Income from continuing operations
|
181,422
|
|
|
118,143
|
|
Income from discontinued operations
|
1,008
|
|
|
108,210
|
|
Net income attributable to Orbital ATK, Inc.
|
182,430
|
|
|
226,353
|
|
Basic earnings per common share
|
|
|
|
||
Income from continuing operations
|
3.06
|
|
|
3.73
|
|
Income from discontinued operations
|
0.02
|
|
|
3.42
|
|
Net income attributable to Orbital ATK, Inc.
|
3.07
|
|
|
7.15
|
|
Diluted per common share
|
|
|
|
||
Income from continuing operations
|
3.03
|
|
|
3.64
|
|
Income from discontinued operations
|
0.02
|
|
|
3.34
|
|
Net income attributable to Orbital ATK, Inc.
|
3.04
|
|
|
6.98
|
|
|
|
Increase / (Decrease) to Previously Reported Income from Continuing Operations, Before Income Taxes and Noncontrolling Interest
|
||||||||||
|
|
Quarter Ended July 5, 2015
|
|
Quarter Ended October 4, 2015
|
|
Six Months Ended October 4, 2015
|
||||||
Purchase Accounting Adjustments
|
|
$
|
(24,405
|
)
|
|
$
|
24,171
|
|
|
$
|
(234
|
)
|
Account Review and Analysis Adjustments
|
|
(7,652
|
)
|
|
(10,011
|
)
|
|
(17,663
|
)
|
|||
Total Adjustments
|
|
$
|
(32,057
|
)
|
|
$
|
14,160
|
|
|
$
|
(17,897
|
)
|
|
|
Quarter Ended July 5, 2015
|
||||||||||
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
Sales
|
|
$
|
1,129,957
|
|
|
$
|
(22,723
|
)
|
|
$
|
1,107,234
|
|
Cost of sales
|
|
875,532
|
|
|
10,841
|
|
|
886,373
|
|
|||
Gross profit
|
|
254,425
|
|
|
(33,564
|
)
|
|
220,861
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
24,664
|
|
|
—
|
|
|
24,664
|
|
|||
Selling
|
|
32,504
|
|
|
—
|
|
|
32,504
|
|
|||
General and administrative
|
|
71,463
|
|
|
(2,102
|
)
|
|
69,361
|
|
|||
Income from continuing operations, before interest, income taxes and noncontrolling interest
|
|
125,794
|
|
|
(31,462
|
)
|
|
94,332
|
|
|||
Net interest expense
|
|
(15,361
|
)
|
|
(595
|
)
|
|
(15,956
|
)
|
|||
Income from continuing operations, before income taxes and noncontrolling interest
|
|
110,433
|
|
|
(32,057
|
)
|
|
78,376
|
|
|||
Income taxes
|
|
37,563
|
|
|
(12,422
|
)
|
|
25,141
|
|
|||
Income from continuing operations, before noncontrolling interest
|
|
72,870
|
|
|
(19,635
|
)
|
|
53,235
|
|
|||
Less net income attributable to noncontrolling interest
|
|
117
|
|
|
—
|
|
|
117
|
|
|||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
72,753
|
|
|
$
|
(19,635
|
)
|
|
$
|
53,118
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share from:
|
|
|
|
|
|
|
||||||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
1.23
|
|
|
$
|
(0.33
|
)
|
|
$
|
0.90
|
|
Basic shares
|
|
59,144
|
|
|
|
|
59,144
|
|
||||
|
|
|
|
|
|
|
||||||
Diluted earnings per common share from:
|
|
|
|
|
|
|
||||||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
1.22
|
|
|
$
|
(0.33
|
)
|
|
$
|
0.89
|
|
Diluted shares
|
|
59,749
|
|
|
|
|
59,749
|
|
||||
|
|
|
|
|
|
|
||||||
Comprehensive income attributable to Orbital ATK, Inc.
|
|
$
|
91,356
|
|
|
$
|
(19,635
|
)
|
|
$
|
71,721
|
|
|
|
July 5, 2015
|
||||||||||
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
49,595
|
|
|
$
|
—
|
|
|
$
|
49,595
|
|
Net receivables
|
|
1,891,338
|
|
|
(13,719
|
)
|
|
1,877,619
|
|
|||
Net inventories
|
|
182,276
|
|
|
—
|
|
|
182,276
|
|
|||
Deferred income taxes
|
|
107,466
|
|
|
—
|
|
|
107,466
|
|
|||
Prepaid expenses and other current assets
|
|
130,922
|
|
|
—
|
|
|
130,922
|
|
|||
Total current assets
|
|
2,361,597
|
|
|
(13,719
|
)
|
|
2,347,878
|
|
|||
Net property, plant and equipment
|
|
802,134
|
|
|
(2,100
|
)
|
|
800,034
|
|
|||
Goodwill
|
|
1,875,269
|
|
|
(9,314
|
)
|
|
1,865,955
|
|
|||
Net intangibles
|
|
152,184
|
|
|
—
|
|
|
152,184
|
|
|||
Deferred income taxes
|
|
129,220
|
|
|
3,286
|
|
|
132,506
|
|
|||
Deferred charges and other noncurrent assets
|
|
122,509
|
|
|
—
|
|
|
122,509
|
|
|||
Total assets
|
|
$
|
5,442,913
|
|
|
$
|
(21,847
|
)
|
|
$
|
5,421,066
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
59,997
|
|
|
—
|
|
|
$
|
59,997
|
|
||
Accounts payable
|
|
168,827
|
|
|
—
|
|
|
168,827
|
|
|||
Contract-related liabilities
|
|
314,642
|
|
|
(27,783
|
)
|
|
286,859
|
|
|||
Contract advances and allowances
|
|
178,182
|
|
|
—
|
|
|
178,182
|
|
|||
Accrued compensation
|
|
99,458
|
|
|
—
|
|
|
99,458
|
|
|||
Other current liabilities
|
|
167,847
|
|
|
15,616
|
|
|
183,463
|
|
|||
Total current liabilities
|
|
988,953
|
|
|
(12,167
|
)
|
|
976,786
|
|
|||
Long-term debt
|
|
1,513,505
|
|
|
—
|
|
|
1,513,505
|
|
|||
Postretirement and postemployment benefits
|
|
72,353
|
|
|
—
|
|
|
72,353
|
|
|||
Pension
|
|
845,562
|
|
|
—
|
|
|
845,562
|
|
|||
Other noncurrent liabilities
|
|
149,797
|
|
|
9,955
|
|
|
159,752
|
|
|||
Total liabilities
|
|
3,570,170
|
|
|
(2,212
|
)
|
|
3,567,958
|
|
|||
|
|
|
|
|
|
|
||||||
Common stock
|
|
593
|
|
|
—
|
|
|
593
|
|
|||
Additional paid-in-capital
|
|
2,187,768
|
|
|
—
|
|
|
2,187,768
|
|
|||
Retained earnings
|
|
1,233,006
|
|
|
(19,635
|
)
|
|
1,213,371
|
|
|||
Accumulated other comprehensive loss
|
|
(829,045
|
)
|
|
—
|
|
|
(829,045
|
)
|
|||
Common stock in treasury, at cost
|
|
(730,358
|
)
|
|
—
|
|
|
(730,358
|
)
|
|||
Total Orbital ATK, Inc. stockholders' equity
|
|
1,861,964
|
|
|
(19,635
|
)
|
|
1,842,329
|
|
|||
Noncontrolling interest
|
|
10,779
|
|
|
—
|
|
|
10,779
|
|
|||
Total equity
|
|
1,872,743
|
|
|
(19,635
|
)
|
|
1,853,108
|
|
|||
Total liabilities and equity
|
|
$
|
5,442,913
|
|
|
$
|
(21,847
|
)
|
|
$
|
5,421,066
|
|
|
|
Quarter Ended October 4, 2015
|
|
Six Months Ended October 4, 2015
|
||||||||||||||||||||
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
Sales
|
|
$
|
1,134,886
|
|
|
$
|
18,731
|
|
|
$
|
1,153,617
|
|
|
$
|
2,264,842
|
|
|
$
|
(3,992
|
)
|
|
$
|
2,260,850
|
|
Cost of sales
|
|
884,734
|
|
|
58,408
|
|
|
943,142
|
|
|
1,760,265
|
|
|
69,249
|
|
|
1,829,514
|
|
||||||
Gross profit
|
|
250,152
|
|
|
(39,677
|
)
|
|
210,475
|
|
|
504,577
|
|
|
(73,241
|
)
|
|
431,336
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
|
28,666
|
|
|
—
|
|
|
28,666
|
|
|
53,330
|
|
|
—
|
|
|
53,330
|
|
||||||
Selling
|
|
28,137
|
|
|
—
|
|
|
28,137
|
|
|
60,641
|
|
|
—
|
|
|
60,641
|
|
||||||
General and administrative
|
|
69,384
|
|
|
(4,180
|
)
|
|
65,204
|
|
|
140,847
|
|
|
(6,282
|
)
|
|
134,565
|
|
||||||
Gain on settlement
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
||||||
Income from continuing operations, before interest, income taxes and noncontrolling interest
|
|
123,965
|
|
|
14,503
|
|
|
138,468
|
|
|
249,759
|
|
|
(16,959
|
)
|
|
232,800
|
|
||||||
Net interest expense
|
|
(24,293
|
)
|
|
(343
|
)
|
|
(24,636
|
)
|
|
(39,655
|
)
|
|
(938
|
)
|
|
(40,593
|
)
|
||||||
Income from continuing operations, before income taxes and noncontrolling interest
|
|
99,672
|
|
|
14,160
|
|
|
113,832
|
|
|
210,104
|
|
|
(17,897
|
)
|
|
192,207
|
|
||||||
Income taxes
|
|
33,123
|
|
|
5,487
|
|
|
38,610
|
|
|
70,685
|
|
|
(6,935
|
)
|
|
63,750
|
|
||||||
Income from continuing operations, before noncontrolling interest
|
|
66,549
|
|
|
8,673
|
|
|
75,222
|
|
|
139,419
|
|
|
(10,962
|
)
|
|
128,457
|
|
||||||
Less net income attributable to noncontrolling interest
|
|
147
|
|
|
—
|
|
|
147
|
|
|
264
|
|
|
—
|
|
|
264
|
|
||||||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
66,402
|
|
|
$
|
8,673
|
|
|
$
|
75,075
|
|
|
$
|
139,155
|
|
|
$
|
(10,962
|
)
|
|
$
|
128,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings per common share from:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
1.13
|
|
|
$
|
0.15
|
|
|
$
|
1.28
|
|
|
$
|
2.36
|
|
|
$
|
(0.19
|
)
|
|
$
|
2.17
|
|
Basic shares
|
|
58,746
|
|
|
|
|
58,746
|
|
|
58,944
|
|
|
|
|
58,944
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per common share from:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
1.12
|
|
|
$
|
0.15
|
|
|
$
|
1.27
|
|
|
$
|
2.34
|
|
|
$
|
(0.18
|
)
|
|
$
|
2.15
|
|
Diluted shares
|
|
59,304
|
|
|
|
|
59,304
|
|
|
59,526
|
|
|
|
|
59,526
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income attributable to Orbital ATK, Inc.
|
|
$
|
81,853
|
|
|
$
|
8,673
|
|
|
$
|
90,526
|
|
|
$
|
173,209
|
|
|
$
|
(10,962
|
)
|
|
$
|
162,247
|
|
|
|
October 4, 2015
|
||||||||||
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
65,087
|
|
|
$
|
—
|
|
|
$
|
65,087
|
|
Net receivables
|
|
1,882,675
|
|
|
15,986
|
|
|
1,898,661
|
|
|||
Net inventories
|
|
175,317
|
|
|
—
|
|
|
175,317
|
|
|||
Deferred income taxes
|
|
107,466
|
|
|
—
|
|
|
107,466
|
|
|||
Prepaid expenses and other current assets
|
|
129,427
|
|
|
—
|
|
|
129,427
|
|
|||
Total current assets
|
|
2,359,972
|
|
|
15,986
|
|
|
2,375,958
|
|
|||
Net property, plant and equipment
|
|
797,524
|
|
|
(4,200
|
)
|
|
793,324
|
|
|||
Goodwill
|
|
1,875,269
|
|
|
(9,314
|
)
|
|
1,865,955
|
|
|||
Net intangibles
|
|
139,284
|
|
|
—
|
|
|
139,284
|
|
|||
Deferred income taxes
|
|
121,319
|
|
|
(4,579
|
)
|
|
116,740
|
|
|||
Deferred charges and other noncurrent assets
|
|
117,280
|
|
|
—
|
|
|
117,280
|
|
|||
Total assets
|
|
$
|
5,410,648
|
|
|
$
|
(2,107
|
)
|
|
$
|
5,408,541
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
$
|
40,000
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
Accounts payable
|
|
227,051
|
|
|
—
|
|
|
227,051
|
|
|||
Contract-related liabilities
|
|
268,129
|
|
|
(13,274
|
)
|
|
254,855
|
|
|||
Contract advances and allowances
|
|
154,845
|
|
|
—
|
|
|
154,845
|
|
|||
Accrued compensation
|
|
140,800
|
|
|
—
|
|
|
140,800
|
|
|||
Other current liabilities
|
|
144,192
|
|
|
15,875
|
|
|
160,067
|
|
|||
Total current liabilities
|
|
975,017
|
|
|
2,601
|
|
|
977,618
|
|
|||
Long-term debt
|
|
1,497,000
|
|
|
—
|
|
|
1,497,000
|
|
|||
Postretirement and postemployment benefits
|
|
70,342
|
|
|
—
|
|
|
70,342
|
|
|||
Pension
|
|
811,459
|
|
|
—
|
|
|
811,459
|
|
|||
Other noncurrent liabilities
|
|
150,619
|
|
|
6,254
|
|
|
156,873
|
|
|||
Total liabilities
|
|
3,504,437
|
|
|
8,855
|
|
|
3,513,292
|
|
|||
|
|
|
|
|
|
|
||||||
Common stock
|
|
589
|
|
|
—
|
|
|
589
|
|
|||
Additional paid-in-capital
|
|
2,181,288
|
|
|
—
|
|
|
2,181,288
|
|
|||
Retained earnings
|
|
1,284,063
|
|
|
(10,962
|
)
|
|
1,273,101
|
|
|||
Accumulated other comprehensive loss
|
|
(813,594
|
)
|
|
—
|
|
|
(813,594
|
)
|
|||
Common stock in treasury, at cost
|
|
(757,061
|
)
|
|
—
|
|
|
(757,061
|
)
|
|||
Total Orbital ATK, Inc. stockholders' equity
|
|
1,895,285
|
|
|
(10,962
|
)
|
|
1,884,323
|
|
|||
Noncontrolling interest
|
|
10,926
|
|
|
—
|
|
|
10,926
|
|
|||
Total equity
|
|
1,906,211
|
|
|
(10,962
|
)
|
|
1,895,249
|
|
|||
Total liabilities and equity
|
|
$
|
5,410,648
|
|
|
$
|
(2,107
|
)
|
|
$
|
5,408,541
|
|
|
|
Nine Months Ended December 31, 2015
|
||||||||||
|
|
Quarter Ended
|
||||||||||
|
|
July 5
|
|
October 4
|
|
December 31
|
||||||
|
|
(restated)
|
|
(restated)
|
|
|
||||||
Sales
|
|
$
|
1,107,234
|
|
|
$
|
1,153,617
|
|
|
$
|
1,138,238
|
|
Gross profit
|
|
220,861
|
|
|
210,475
|
|
|
237,855
|
|
|||
Income from continuing operations
|
|
53,118
|
|
|
75,075
|
|
|
53,229
|
|
|||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
1,008
|
|
|||
Net income attributable to Orbital ATK, Inc.
|
|
53,118
|
|
|
75,075
|
|
|
54,237
|
|
|||
Basic earnings per common share from: (1)
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.90
|
|
|
$
|
1.28
|
|
|
$
|
0.90
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
0.90
|
|
|
$
|
1.28
|
|
|
$
|
0.92
|
|
Diluted earnings per common share from: (1)
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.89
|
|
|
$
|
1.27
|
|
|
$
|
0.89
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
0.89
|
|
|
$
|
1.27
|
|
|
$
|
0.91
|
|
Cash dividends per common share:
|
|
|
|
|
|
|
||||||
Declared
|
|
$
|
—
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
Paid
|
|
0.26
|
|
|
0.26
|
|
|
0.26
|
|
|
|
Year Ended March 31, 2015
|
||||||||||||||
|
|
Quarter Ended
|
||||||||||||||
|
|
June 29
|
|
September 28
|
|
December 28
|
|
March 31
|
||||||||
Sales
|
|
$
|
714,360
|
|
|
$
|
743,202
|
|
|
$
|
746,866
|
|
|
$
|
969,539
|
|
Gross profit
|
|
162,650
|
|
|
163,384
|
|
|
165,527
|
|
|
212,541
|
|
||||
Income from continuing operations
|
|
31,773
|
|
|
41,214
|
|
|
45,155
|
|
|
(40,707
|
)
|
||||
Income from discontinued operations
|
|
53,825
|
|
|
53,895
|
|
|
492
|
|
|
16,837
|
|
||||
Net income attributable to Orbital ATK, Inc.
|
|
85,598
|
|
|
95,109
|
|
|
45,647
|
|
|
(23,870
|
)
|
||||
Basic earnings per common share from: (1)
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
1.01
|
|
|
$
|
1.30
|
|
|
$
|
1.42
|
|
|
$
|
(0.87
|
)
|
Discontinued operations
|
|
1.70
|
|
|
1.70
|
|
|
0.02
|
|
|
0.36
|
|
||||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
2.71
|
|
|
$
|
3.00
|
|
|
$
|
1.44
|
|
|
$
|
(0.51
|
)
|
Diluted earnings per common share from: (1)
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.96
|
|
|
$
|
1.29
|
|
|
$
|
1.41
|
|
|
$
|
(0.87
|
)
|
Discontinued operations
|
|
1.63
|
|
|
1.68
|
|
|
0.02
|
|
|
0.36
|
|
||||
Net income attributable to Orbital ATK, Inc.
|
|
$
|
2.59
|
|
|
$
|
2.97
|
|
|
$
|
1.43
|
|
|
$
|
(0.51
|
)
|
Cash dividends per common share:
|
|
|
|
|
|
|
|
|
||||||||
Declared
|
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
$
|
0.58
|
|
Paid
|
|
0.32
|
|
|
0.32
|
|
|
0.32
|
|
|
0.32
|
|
(1)
|
Quarterly earnings (loss) per common share amounts may not total to annual earnings per common share amounts because quarterly and annual earnings per share are calculated separately based on earnings and basic and diluted weighted-average common shares outstanding during the respective periods.
|
/s/ David W. Thompson
|
President and Chief Executive Officer
|
|
/s/ Garrett E. Pierce
|
Chief Financial Officer
|
|
|
ORBITAL ATK, INC.
|
||||
Date: March 15, 2016
|
|
By:
|
|
/s/ David W. Thompson
|
||
|
|
|
|
Name:
|
|
David W. Thompson
|
|
|
|
|
Title:
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
(
duly authorized and principal executive officer)
|
Signature
|
|
Title
|
|
|
|
/s/ David W. Thompson
|
|
|
David W. Thompson
|
|
President and Chief Executive Officer, Director (Principal Executive Officer)
|
|
|
|
/s/ Garrett E. Pierce
|
|
|
Garrett E. Pierce
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
/s/ Hollis M. Thompson
|
|
|
Hollis M. Thompson
|
|
Vice President, Financial Reporting (Principal Accounting Officer)
|
|
|
|
/s/ Kevin P. Chilton
|
|
|
Kevin P. Chilton
|
|
Director
|
|
|
|
/s/ Roxanne J. Decyk
|
|
|
Roxanne J. Decyk
|
|
Director
|
|
|
|
/s/ Mark W. DeYoung
|
|
|
Mark W. DeYoung
|
|
Director
|
|
|
|
/s/ Martin C. Faga
|
|
|
Martin C. Faga
|
|
Director
|
|
|
|
/s/ Lennard A. Fisk
|
|
|
Lennard A. Fisk
|
|
Director
|
|
|
|
/s/ Ronald R. Fogleman
|
|
|
Ronald R. Fogleman
|
|
Chairman of the Board
|
|
|
|
/s/ Robert M. Hanisee
|
|
|
Robert M. Hanisee
|
|
Director
|
|
|
|
/s/ Ronald T. Kadish
|
|
|
Ronald T. Kadish
|
|
Director
|
|
|
|
/s/ Tig H. Krekel
|
|
|
Tig H. Krekel
|
|
Director
|
|
|
|
/s/ Douglas L. Maine
|
|
|
Douglas L. Maine
|
|
Director
|
|
|
|
/s/ Roman Martinez IV
|
|
|
Roman Martinez IV
|
|
Director
|
|
|
|
/s/ Janice I. Obuchowski
|
|
|
Janice I. Obuchowski
|
|
Director
|
|
|
|
/s/ James G. Roche
|
|
|
James G. Roche
|
|
Director
|
|
|
|
/s/ Harrison H. Schmitt
|
|
|
Harrison H. Schmitt
|
|
Director
|
|
|
|
/s/ Scott L. Webster
|
|
|
Scott L. Webster
|
|
Director
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
2.1*
|
|
Transaction Agreement, dated at April 28, 2014 among ATK, Vista SpinCo Inc., Vista Merger Sub Inc. and Orbital Sciences (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 (i).6*
|
|
Certificate of Amendment of Restated Certificate of Incorporation, effective February 9, 2015 (Exhibit 3.1 to Form 8-K dated February 9, 2015).
|
|
|
|
3(ii).1*
|
|
Bylaws of the Registrant, as Amended and Restated Effective March 10, 2015 (Exhibit 3.1 to Form 8-K dated March 10, 2015).
|
|
|
|
4.1.1*
|
|
Indenture, dated at 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 at 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*
|
|
Second Supplemental Indenture, dated at February 20, 2015, among the Registrant, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (Exhibit 4.1.3 to the Form 10-K for the year ended March 31, 2015 (the "Fiscal 2015 Form 10-K")).
|
|
|
|
4.1.4*
|
|
Form of 5.25% Senior Notes due 2021 (Exhibit A to Exhibit 4.1 to Form 8-K dated November 1, 2013).
|
|
|
|
4.1.5*
|
|
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 September 29, 2015, 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 September 29, 2015).
|
|
|
|
4.2.2*
|
|
Form of 5.50% Senior Notes due 2023 (Exhibit A to Exhibit 4.1 to Form 8-K dated September 29, 2015).
|
|
|
|
4.2.3*
|
|
Registration Rights Agreement, dated September 29, 2015, by and among the Registrant, the subsidiaries of the Registrant party thereto and Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein (Exhibit 4.3 to Form 8-K dated September 29, 2015).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
10.1*
|
|
Credit Agreement, dated as of September 29, 2015, by and among the Registrant, as Borrower, the subsidiaries of the Borrower party thereto as Guarantors, the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association, Citibank, N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., U.S. Bank, National Association and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Lenders, Wells Fargo Bank, National Association and U.S. Bank, National Association, as Swingline Lenders, Wells Fargo Securities, LLC, CitiGroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, U.S. Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners, CitiGroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as Co-Syndication Agents, and U.S. Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and SunTrust Bank, as Co-Documentation Agents (Exhibit 10.1 to Form 8-K dated September 29, 2015).
|
|
|
|
10.2*
|
|
Security and Pledge Agreement, dated as of September 29, 2015, among the Registrant, the other Obligors party thereto and Wells Fargo Bank, National Association, as Administrative Agent (Exhibit 10.2 to Form 8-K dated September 29, 2015).
|
|
|
|
10.3*
|
|
Tax Matters Agreement, dated at February 9, 2015, between the Registrant and Vista Outdoor Inc (Exhibit 10.1 to Form 8-K dated February 9, 2015).
|
|
|
|
10.4.1*
|
|
Purchase and Sale Agreement, dated at 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).
|
|
|
|
10.4.2*
|
|
Master Amendment to Purchase Agreement, dated at March 15, 1995, between the Registrant and Hercules Incorporated, including exhibits (Exhibit 2.2 to Form 8-K dated March 15, 1995).
|
|
|
|
10.5.1*
|
|
Environmental Agreement, dated at 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")).
|
|
|
|
10.5.2*
|
|
Amendment to Environmental Agreement, dated March 15, 1995 (Exhibit 10.2.2 to the Fiscal 2003 Form 10-K).
|
|
|
|
10.6*#
|
|
Form of Indemnification Agreement between the Registrant and its directors and officers (Exhibit 10.5 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.7*#
|
|
Description of non-employee Directors' cash and equity compensation ("Director Compensation—Summary Compensation Information" on pages 22-23 of Schedule 14A filed on June 24, 2015).
|
|
|
|
10.8*#
|
|
Non-Employee Director Stock Program under the Orbital ATK, Inc. 2015 Stock Incentive Plan (Exhibit 10.4 to Form 10-Q for the quarter ended October 4, 2015).
|
|
|
|
10.9.1*#
|
|
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).
|
10.9.2*#
|
|
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).
|
|
|
|
10.10*#
|
|
Amended and Restated Non-Employee Director Restricted Stock Plan, Amended and Restated at October 30, 2007 (Exhibit 10.3 to Form 8-K dated October 29, 2007).
|
|
|
|
10.11*#
|
|
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).
|
|
|
|
10.12*#
|
|
Description of compensation arrangement for Blake E. Larson, the Registrant's Chief Operating Officer, (Item 5.02 of Form 8-K dated September 11, 2014).
|
|
|
|
10.13*#
|
|
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).
|
|
|
|
10.14.1*#
|
|
Orbital ATK, Inc. 2015 Stock Incentive Plan (Exhibit 4.2 to the Registration Statement on Form S-8 (File No. 333-206123 filed August 6, 2015).
|
|
|
|
10.14.2#
|
|
Form of Non-Qualified Stock Option Award Agreement (Installment Vesting) under the Orbital ATK, Inc. 2015 Stock Incentive Plan.
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
10.14.3#
|
|
Form of Performance Share Award Agreement under the Orbital ATK, Inc. 2015 Stock Incentive Plan for the three-fiscal-year period beginning January 1, 2016.
|
|
|
|
10.14.4#
|
|
Form of Restricted Stock Award Agreement (Installment Vesting) under the Orbital ATK, Inc. 2015 Stock Incentive Plan.
|
|
|
|
10.15.1*#
|
|
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).
|
|
|
|
10.15.2*#
|
|
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).
|
|
|
|
10.15.3*#
|
|
Form of Non-Qualified Stock Option Award Agreement (Installment Vesting) under the Alliant Techsystems Inc. 2005 Stock Incentive Plan, for option grants in the year ended March 31, 2014 (Exhibit 10.12.4 to the Form 10-K for the year ended March 31, 2014 (the "Fiscal 2014 Form 10-K")).
|
|
|
|
10.15.4*#
|
|
Amendment to ATK Non-Qualified Stock Option Award Agreement (applicable to options outstanding at February 9, 2015) (Exhibit 10.13.5 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.15.5*#
|
|
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, 2015 (Exhibit 10.13.6 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.15.6*#
|
|
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).
|
|
|
|
10.15.7*#
|
|
Form of Performance Growth Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the Fiscal Year 2015-2017 Performance Period (Exhibit 10.12.8 to the Fiscal 2014 Form 10-K).
|
|
|
|
10.15.8*#
|
|
Amendment to ATK Performance Growth Award Agreement (for certain corporate officers remaining with Orbital ATK, Inc.) (Exhibit 10.13.9 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.15.9*#
|
|
Amendment to ATK Performance Growth Award Agreement (for Michael A. Kahn and Blake E. Larson) (Exhibit 10.13.10 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.15.10*#
|
|
Form of Performance Growth Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the three-fiscal-year period beginning April 1, 2015 (Exhibit 10.13.11 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.15.11*#
|
|
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).
|
|
|
|
10.15.12*#
|
|
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 (Exhibit 10.12.11 to the Fiscal 2014 Form 10-K).
|
|
|
|
10.15.13*#
|
|
Amendment to ATK Restricted Stock Award Agreement (for restricted stock awards outstanding as of February 9, 2015) (Exhibit 10.13.14 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.15.14*#
|
|
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, 2015 (Exhibit 10.13.15 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.16.1*#
|
|
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).
|
|
|
|
10.16.2*#
|
|
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")).
|
|
|
|
10.16.3*#
|
|
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).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
10.16.4*#
|
|
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).
|
|
|
|
10.16.5*#
|
|
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).
|
|
|
|
10.17.1#
|
|
Orbital ATK, Inc. Nonqualified Deferred Compensation Plan, as Amended and Restated February 16, 2016.
|
|
|
|
10.17.2*#
|
|
Trust Agreement for Nonqualified Deferred Compensation Plan effective January 1, 2003 (Exhibit 10.9.2 to the Fiscal 2003 Form 10-K).
|
|
|
|
10.18*#
|
|
Alliant Techsystems Inc. Executive Severance Plan as amended effective October 29, 2007 (Exhibit 10.7 to Form 8-K dated October 29, 2007).
|
|
|
|
10.19*#
|
|
Alliant Techsystems Inc. Defined Benefit Supplemental Executive Retirement Plan, as Amended and Restated effective February 9, 2015 (Exhibit 10.17 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.20.1*#
|
|
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).
|
|
|
|
10.20.2*#
|
|
First Amendment, effective at February 9, 2015, to the Alliant Techsystems Inc. Defined Contribution Supplemental Executive Retirement Plan, as Amended and Restated effective July 1, 2013 (Exhibit 10.18.2 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.21#
|
|
Orbital ATK, Inc. Income Security Plan Effective May 5, 2015.
|
|
|
|
10.22*#
|
|
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).
|
|
|
|
10.23.1*#
|
|
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).
|
|
|
|
10.23.2*#
|
|
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).
|
|
|
|
10.24*#
|
|
Executive Severance Agreement, dated November 30, 2007, between Orbital Sciences Corporation and Garrett E. Pierce (Exhibit 10.5 to Form 8-K dated February 9, 2015).
|
|
|
|
10.25.1*#
|
|
Orbital Sciences Corporation Amended and Restated 2005 Stock Incentive Plan, assumed by the Registrant in the Merger (Exhibit 99.2 to the Registrant's Registration Statement on Form S-8 dated February 9, 2015).
|
|
|
|
10.25.2*#
|
|
2012 Form of Restricted Stock Unit Agreement of Orbital Sciences Corporation under the Orbital Sciences Corporation Amended and Restated 2005 Stock Incentive Plan, assumed by the Registrant in the Merger (Exhibit 10.22.2 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.25.3*#
|
|
2014 Form of Restricted Stock Unit Agreement of Orbital Sciences Corporation under the Orbital Sciences Corporation Amended and Restated 2005 Stock Incentive Plan, assumed by the Registrant in the Merger (Exhibit 10.22.3 to the Fiscal 2015 Form 10-K).
|
|
|
|
10.26.1*#
|
|
Orbital Sciences Corporation Nonqualified Management Deferred Compensation Plan, assumed by the Registrant in the Merger (Exhibit 10.13 to Orbital Sciences Corporation's Annual Report on Form 10-K for the year ended December 31, 2006).
|
|
|
|
10.26.2#
|
|
Amendment Number One to the Orbital Sciences Corporation Nonqualified Management Deferred Compensation Plan, effective January 1, 2011.
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
14*
|
|
The Registrant's Code of Ethics and Business Conduct is available on the
Corporate Governance
page of the Registrant's website at http://phx.corporate-ir.net/phoenix.zhtml?c=81036&p=irol-govHighlights by selecting the Code of Conduct link.
|
|
|
|
21
|
|
Subsidiaries of the Registrant as of December 31, 2015.
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
|
|
|
|
23.2
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
|
|
|
|
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.
|
|
|
|
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.
|
SECTION 1.
|
PURPOSE AND TERM 1
|
SECTION 2.
|
DEFINITIONS 2
|
SECTION 3.
|
UNPAID COMPENSATION AND SEVERANCE BENEFITS 9
|
SECTION 4.
|
RELEASE AND RESTRICTIVE COVENANTS 11
|
SECTION 5.
|
EXCISE TAXES 12
|
SECTION 6.
|
CLAIMS PROCEDURE 13
|
SECTION 7.
|
RIGHTS TO SEVERANCE BENEFITS AND LEGAL FEES 14
|
SECTION 8.
|
SUCCESSORS 15
|
SECTION 9.
|
MISCELLANEOUS 15
|
(a)
|
This Plan is effective on May 5, 2015 (the “Effective Date”), and will continue in effect until this Plan is terminated by the Committee (as defined in Section 2.1). The Committee may terminate this Plan at any time. If a notice terminating this Plan is properly delivered by the Committee or the Company to Participants, this Plan, along with all corresponding rights, duties and covenants, will immediately terminate;
provided
,
however
, that in the event a Change in Control occurs within twelve (12) months after receipt of such notice, such termination of the Plan will be deemed null and void, and the participation of the Participants in this Plan will not be affected by such notice (unless such termination of this Plan or participation by any Participant herein is required by the terms of any final order or a federal or state court or regulatory agency of competent jurisdiction).
|
(b)
|
Notwithstanding Section 1.3(a), in the event that a Change in Control occurs during the term of the Plan, the Committee may not terminate the Plan during the period beginning on the date of such Change in Control through the second anniversary date of the Change in Control. This Plan will automatically terminate
with respect to any Participant who has not experienced a Qualifying Termination (as defined in Section 2.1) on or prior to the second anniversary of the first Change in Control that occurs during the term of the Plan
.
|
(a)
|
“
Annual Base Salary
” means, at any time, the then regular annual rate of cash compensation that a Participant is receiving as annual salary, excluding all other kinds of compensation.
|
(b)
|
“
Annual Incentive Plan
” means any incentive compensation plan of the Company with a performance period of one year or less (other than an Equity Incentive Plan) in which a Participant participates on the date of any Qualifying Termination of such Participant, unless the Committee otherwise determines that such plan is a Long-Term Cash Incentive Plan.
|
(c)
|
“
Beneficial Owner
” or “
Beneficial Ownership
” will have the meaning given to such term in Rule 13d‑3 under the Exchange Act.
|
(d)
|
“
Board
” or “
Board of Directors
” means the Board of Directors of the Company.
|
(e)
|
“
Cause
” means the occurrence of any of the following:
|
(i)
|
Participant willfully and repeatedly fails to substantially perform Participant's duties with the Company in accordance with the instructions of the Board or the executive officers to whom Participant reports (other than any such failure resulting from Participant's incapacity due to physical or mental illness), which failure continues for 30 days unabated after a demand for substantial performance is delivered to Participant by the Board that specifically identifies the manner in which the Board believes that Participant has not substantially performed Participant's duties,
|
(ii)
|
Participant willfully engages in gross misconduct materially and demonstrably injurious to the Company, monetarily or otherwise,
|
(iii)
|
Participant engages in fraud, misappropriation or embezzlement of funds or property of the Company,
|
(i)
|
the acquisition by any Person of Beneficial Ownership of 40% or more of the outstanding shares of the Company’s Voting Securities;
|
(ii)
|
the consummation of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”), unless such Corporate Transaction is a transaction pursuant to which all or substantially all of the Persons who are the Beneficial Owners of the Company immediately prior to the Corporate Transaction will beneficially own, directly or indirectly, 60% or more of the outstanding shares of Voting Securities of the resulting or combined entity;
|
(iii)
|
individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided
,
however
, that (A) any individual who becomes a member of the Board subsequent to the Effective Date, whose election (or nomination for election by the Company’s stockholders) was approved by the vote of at least a majority of the
|
(iv)
|
approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or
|
(v)
|
any other circumstances (whether or not following a Change Event) which 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 presented and the purposes of this Plan. Any such determination made by the Board will be irrevocable except by vote of a majority of the members of the Board who voted in favor of making such determination.
|
(g)
|
“
Change Event
” means either of the following:
|
(i)
|
the acquisition by any Person (other than the Company or a subsidiary or an employee benefit plan (including its trustee) of the Company) of Beneficial Ownership, directly or indirectly, of shares of Voting Securities of the Company directly or indirectly representing 15% or more of the total number of the then outstanding shares of the Company’s Voting Securities (excluding the sale or issuance of any Voting Securities directly by the Company, or any transaction in which the acquisition of such Voting Securities is made by such Person from five or fewer stockholders in a transaction or transactions approved in advance by the Board); or
|
(ii)
|
the agreement, or the public announcement of an intention, by any Person or Persons, to take any action, which if completed, would constitute a Change in Control.
|
(h)
|
“
Code
” means the U.S. Internal Revenue Code of 1986, as amended from time to time.
|
(i)
|
“
Committee
” means the Personnel and Compensation Committee of the Board, or, if no Personnel and Compensation Committee exists, then a
|
(j)
|
“
Common Stock
” means the common stock, par value $.01 per share, of the Company.
|
(k)
|
“
Disability
” or “
Disabled
” will have the meaning given to such term in the Company’s governing long-term disability plan or, if no such plan exists, such term will mean a determination that a person is “totally disabled” under the rules of the Social Security Administration.
|
(l)
|
“
ERISA
” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
(m)
|
“
Equity Incentive Plan
” means any incentive compensation plan of the Company providing for the grant of Stock Awards in which a Participant participates on the date of any Qualifying Termination of such Participant.
|
(n)
|
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended from time to time.
|
(o)
|
“
Executive Officer
” means any “executive officer” of the Company as determined pursuant to Rule 3b-7 under the Exchange Act.
|
(p)
|
“
Group Health Plan
” means any group health plan generally available to all employees of the Company in which a Participant participates on the date of any Qualifying Termination of such Participant.
|
(q)
|
“
Good Reason
” means, without a Participant’s express written consent, the occurrence after a Change Event or a Change in Control, as the case may be, of any one or more of the following:
|
(i)
|
a material reduction of such Participant’s authorities, duties or responsibilities as an executive and/or officer of the Company from those in effect immediately prior to such Change Event or Change in Control, other than (A) an insubstantial reduction or (B) a substantial reduction that is remedied by the Company within 30 days after receipt of written notice thereof given by the Participant to the Committee within 90 days after such circumstances first arise;
|
(ii)
|
the Company’s requiring the Participant to be based at a location in excess of 50 miles from the Participant’s principal job location immediately prior to such Change Event or Change in Control, unless such requirement is withdrawn by the Company within 30 days after receipt of written notice thereof given by the Participant to the Committee within 90 days after such circumstances first arise;
|
(iii)
|
a material reduction by the Company of the Participant’s Annual Base Salary in effect immediately prior to such Change Event or Change in Control, or as such Annual Base Salary has been increased thereafter, unless such reduction is remedied by the Company within 30 days after receipt of written notice thereof given by the Participant to the Committee within 90 days after such circumstances first arise;
|
(iv)
|
t
he failure of the Company to continue in effect, or the failure to continue the Participant’s participation on substantially the same basis in, any Annual Incentive Plan, Long-Term Cash Incentive Plan or Equity Compensation Plan in which the Participant participates immediately prior to such Change Event or Change in Control, where the result is a material reduction in the Participant’s total compensation, unless such failure is remedied by the Company within 30 days after receipt of written notice thereof given by the Participant to the Committee within 90 days after such circumstances first arise; or
|
(v)
|
i
f such Change in Control results in a successor to the Company, the failure of the Company to obtain a satisfactory agreement from such successor to assume and agree to perform the Company’s obligations under this Plan, as contemplated by Section 8.1, unless such failure is remedied within 30 days after receipt of written notice thereof given by the Participant to the Committee within 90 days after such circumstances first arise.
|
(r)
|
“
Long-Term Cash Incentive Plan
” means (i) any cash incentive compensation plan of the Company with a performance period of more than one year (other than an Equity Incentive Plan) or (ii) or any other cash incentive compensation plan the Committee determines is a Long-Term Cash Incentive Plan (other than an Equity Incentive Plan), in each case in which a Participant participates on the date of any Qualifying Termination of such Participant.
|
(s)
|
“
Notice of Termination
” means a written notice indicating the specific provision in this Plan relied upon for the termination of employment of any Participant. Such notice will set forth in reasonable detail the facts and circumstances claimed to provide the basis for such termination pursuant to such provision.
|
(t)
|
“
Participant
” means (i) any Executive Officer, and (ii) any employee selected by the Committee as a covered employee eligible under this Plan (employees selected by the Committee will be referred to as “Selected Participants”). The Committee will select Selected Participants, if any, annually at the meeting in which it sets executive compensation for the next fiscal year. Selected Participants will remain eligible as Participants under this Plan for the fiscal year for which the Committee approved eligibility. During the fiscal year, the Committee may add Selected Participants to the Plan or remove Selected Participants from the Plan because of a change in employment status. For example, the Committee may remove a Participant from eligibility because of a demotion or add a Participant to the Plan because of a promotion. Notwithstanding the foregoing, a Selected Participant will not lose covered employee status as a Selected Participant by the Committee, if he or she was a Participant at the time of or within six (6) months prior to a Change in Control, or at the time of a Change Event that precedes a Change in Control by six (6) months or less. Further, any Participant under the Alliant Techsystems Inc. Income Security Plan, as Amended and Restated Effective July 1, 2013 (the “Legacy Plan”), is specifically excluded from being a Participant in this Plan until such time as such Legacy Plan expires by its terms and such participant satifies the criteria for being a Participant under this Plan. For the avoidance of doubt, if a participant under the Legacy Plan ceases participation in such plan as a result of its expiration, such participant will become a Participant in this Plan if he or she meets the criteria for eligibility at such time.
|
(u)
|
“
Performance Vesting Stock Award
” means any Stock Award the vesting and payment of which is based on achievement of performance goals rather than solely on the continued employment of a Participant.
|
(v)
|
“
Person
” will have the meaning given to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof (including a “group” as defined in Section 13(d)).
|
(w)
|
“
Pre-Change in Control Qualifying Termination
” means a termination of a Participant’s employment that entitles the Participant to Severance Benefits pursuant to Section 3.1(b).
|
(x)
|
“
Post-Change in Control Qualifying Termination
” means a termination of a Participant’s employment that entitles the Participant to Severance Benefits pursuant to Section 3.1(a).
|
(y)
|
“
Qualifying Termination
” means a Post-Change in Control Qualifying Termination or a Pre-Change in Control Qualifying Termination, as the case may be;
provided
,
however
, that a Qualifying Termination will not occur unless the Participant’s termination of employment qualifies as a “separation from service” (within the meaning of Section 409A of the Code).
|
(z)
|
“
Severance Benefits
” mean the severance benefits provided for in Section 3.2.
|
(aa)
|
“
Stock Award
” means any equity-based incentive award (including any award, without limitation, of stock options, stock appreciation rights, restricted stock or restricted stock units, or any Performance Vesting Stock Awards).
|
(bb)
|
“
Target Level
” means the “target” performance level (or other reasonably expected median performance goal) established for purposes of any Annual Incentive Plan, Long-Term Cash Incentive Plan or Performance Vesting Stock Award.
|
(cc)
|
“
Tax
” or “
Taxes
” means all taxes, charges, fees, levies or other assessments and impositions of any kind, payable to any governmental entity, including, without limitation, all net income, profits, gross income, alternative minimum, payroll, employment, social security, Medicare, unemployment, withholding, disability, workers’ compensation, excise, or other taxes or fees, assessments or charges of any kind whatsoever, including, without limitation, all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority.
|
(dd)
|
“
Unpaid Compensation
” means any of the following:
|
(i)
|
any unpaid Annual Base Salary, accrued vacation pay and unreimbursed business expenses owed to any Participant through the date of the Qualifying Termination of such Participant;
|
(ii)
|
any amount payable to such Participant as of the date of such Participant’s Qualifying Termination under any Annual Incentive Plan in effect for the most recently completed fiscal year, to the extent not previously paid; and
|
(iii)
|
any amount payable to such Participant as of the date of such Participant’s Qualifying Termination under any Long-Term Cash Incentive Plan in effect for any completed performance period, to the extent not previously paid.
|
(ee)
|
“
Voting Securities
” means any shares of capital stock of any entity that are generally entitled to vote in elections for members of the board of directors.
|
(c)
|
Subject to the terms and conditions of this Plan, a Participant will be entitled to receive from the Company any Unpaid Compensation and the Severance Benefits described in Section 3.2 if (i) during the term of this Plan, a Change in Control occurs and (ii) within twenty-four (24) months thereafter, the Participant’s employment with the Company is terminated by the Company without Cause or voluntarily by the Participant for Good Reason. The termination of a Participant’s employment that entitles the Participant to Severance Benefits pursuant to this Section 3.1(a) is referred to in this Plan as a “Post-Change in Control Qualifying Termination.” A “Post-Change in Control Qualifying Termination” will not include a termination of a Participant’s employment by reason of death or Disability, the Company’s termination of a Participant’s employment for Cause or a Participant’s voluntary termination without Good Reason.
|
(d)
|
Subject to the terms and conditions of this Plan, a Participant will be entitled to receive from the Company any Unpaid Compensation and the Severance Benefits described in Section 3.2 if (i) during the term of this Plan, a Change Event and a Change in Control occur and (ii) within six (6) months after such Change Event and no more than six (6) months prior to such Change in Control, such Participant’s employment with the Company is terminated by the Company without Cause or voluntarily by the Participant for Good Reason;
provided
,
however
, that the Participant will only be entitled to receive such Severance Benefits if the Participant can demonstrate that such termination by the Company or event constituting Good Reason (A) occurred at the specific request of a third party with which the Company had entered into negotiations or an agreement regarding a subsequent Change in Control or (B) otherwise occurred in connection with (or in anticipation of) such Change in Control. The termination of a Participant’s employment that entitles the Participant to Severance Benefits pursuant to this Section 3.1(b) is referred to in this Plan as a “Pre-Change in Control Qualifying Termination.” A “Pre-Change in Control Qualifying Termination” will not include a termination of a Participant’s employment by reason of death or Disability, the Company’s termination of a Participant’s employment for Cause or a Participant’s voluntary termination without Good Reason.
|
(e)
|
Any Unpaid Compensation will be paid in cash to a Participant in a single lump sum within 30 days after the date of the Qualifying Termination of such Participant.
|
(a)
|
A cash amount equal to the sum of: (i) two times the Participant’s Annual Base Salary in effect on the date of his or her Qualifying Termination or, if higher, in effect immediately prior to the Change in Control, plus (ii) two times the Participant’s Target Level bonus under any Annual Incentive Plan in which Participant is eligible on the date of Participant’s Qualifying Termination or, if higher, the Target Level bonus that was in effect immediately prior to the Change in Control.
|
(b)
|
The cash amount such Participant would receive under the Annual Incentive Plan in effect for the fiscal year in which such Participant’s Qualifying Termination occurs. The cash amount will be determined based on the assumption that the Target Level of performance under such Annual Incentive Plan had been achieved. The cash amount will be adjusted on a pro rata basis to reflect the number of days the Participant was actually employed during such fiscal year.
|
(c)
|
The cash amount such Participant would receive under any Long-Term Cash Incentive Plan in effect for any performance period during which the Participant’s Qualifying Termination occurs. The cash amount will be determined based on the assumption that the Target Level of performance under such Long-Term Cash Incentive Plan had been achieved.
|
(d)
|
Any Stock Awards of the Participant (other than Performance Vesting Stock Awards) will become immediately vested and payable in full in the form of stock on the date of a Qualifying Termination of the Participant and will be paid, distributed or transferred to the Participant in accordance with their terms.
|
(e)
|
Any Performance Vesting Stock Awards of the Participant, for any performance period during which the Participant's Qualifying Termination occurs, will become immediately vested and payable in the form of stock on the date of a Qualifying Termination of such Participant, assuming the Target Level of performance under such Performance Vesting Stock Awards had been achieved and will be paid, distributed or transferred to the Participant in accordance with their terms.
|
(f)
|
A cash amount equal to the Company’s portion of the cost of the benefits that would have been provided to the Participant under the Company’s Group Health and Dental Plan for a period of two (2) years after the date of such Participant’s Qualifying Termination.
|
(a)
|
In the event a Participant becomes entitled to receive payments of Severance Benefits under the Plan, the Company will cause an independent accounting or other qualified firm (the “Tax Advisor”) promptly to review, at the Company’s sole expense, the applicability of Section 4999 of the Code to those payments. The Tax Advisor will determine whether the payment of Severance Benefits or any other amounts by the Company to a Participant or for a Participant’s benefit (whether paid or payable pursuant to the terms of this Plan or otherwise) (the “Total Payments”), would be subject to the excise Tax imposed by Section 4999 of the Code, and any interest or penalties with respect to such excise Tax (the excise Tax, together with any such interest and penalties, are collectively referred to herein as the “Excise Tax”).
|
(b)
|
If the Tax Advisor determines that the Total Payments to any Participant would be subject to the Excise Tax, then the aggregate present value of Severance Benefits under the Plan shall be reduced to the extent necessary so
that the aggregate present value of the Total Payments (determined
in each case
pursuant to Section 280G of the Code and applicable regulations promulgated thereunder) does not exceed the greatest amount that could be paid to
the
Participant such that the receipt of payments under this Plan would not give rise to any Excise Tax;
provided
, that, the reduction shall only be made w
hen the Participant would be in a better after-tax position receiving reduced Total Payments rather than receiving full Total Payments and paying the Excise Tax. In the event that a cutback
described in this Section 5.1(
b
) is required, amounts payable to the Participant in cash shall be reduced first, followed by a reduction of other benefits, as determined by the Tax Advisor. If and to the extent any reduction to cash amounts or other benefits is required by this Section 5.1(b), such reduction shall be made in the order in which such payments and benefits reduce the potential Excise Taxes by the greatest degree, as determined by the Tax Advisor.
The
Tax Advisor
shall make
a final determination as to whether a reduction in the aggregate present value of the Total Payments to the Participant is required pursuant to this Section 5.1(
b) not later than the latest
date provided in Section 3.6 of this Plan
for payment of Severance Benefits
.
|
(c)
|
A Participant will in good faith cooperate with the Tax Advisor in making the determination of whether a r
eduction to Severance Benefits
is required (including, without limitation, providing the Tax Advisor with information or documentation as reasonably requested by the Tax Advisor).
|
(d)
|
Any determination by the Tax Advisor regarding whether a
reduction to Severance Benefits
is required will be conclusive and binding upon the Participant and the Company for all purposes.
|
(a)
|
the specific reasons for the denial;
|
(b)
|
the pertinent provisions of this Plan on which the denial is based; and
|
(c)
|
any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary.
|
(a)
|
No inquiry or question from a Participant regarding Severance Benefits will be deemed to be a claim
or request for review of a denied claim
, unless made in accordance with the procedures described in Section 6.1. The Committee may require that any claim for benefits be filed on forms to be furnished to the claimant upon request;
|
(b)
|
All decisions on
claims and requests for review of denied
claims will be made by the Committee;
|
(c)
|
The Committee may, in its discretion, hold one or more hearings on a claim or a request for a review of a denied claim;
|
(d)
|
A claimant may be represented by a lawyer or other representative (at the claimant’s own expense), but the Committee reserves the right to require the claimant to furnish written notice that such lawyer or other representative is authorized to represent the claimant;
|
(e)
|
The decision of the Committee on a
claim or request for review of a denied
claim will be provided to the claimant in writing. If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim will be deemed to have been denied; and
|
(f)
|
Prior to filing a
claim or request for review of a denied
claim, the claimant or his or her lawyer or other representative will have a reasonable opportunity to review a copy of this Plan and all other pertinent documents in the possession of the Company.
|
(a)
|
This Plan establishes in a Participant a right to the Severance Benefits to which such Participant is entitled hereunder, subject to the conditions of Section 4 and to the Committee’s right to terminate or amend this Plan in accordance with Sections 1.3 and 9.8. The Company’s obligation to make the payments or distributions with respect to Severance Benefits will not be affected by any circumstances (including, without limitation, any offset, counterclaim, recoupment, defense or other right which the Company may have against the Participant). Notwithstanding the foregoing sentence, the Company will have no obligation to make any payment to any Participant under this Plan to the extent (but only to the extent) that such payment is prohibited by the terms of any final order of a federal or state court or regulatory agency of competent jurisdiction. Such final order will not affect, impair or invalidate any provision of this Plan not expressly subject to such order.
|
(b)
|
A Participant will not be obligated to seek other employment in mitigation of the Severance Benefits the Company is required to provide under this Plan, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to provide Severance Benefits under this Plan.
|
(a)
|
This Plan contains the entire understanding of the Company and the Participant with respect to the subject matter hereof. In addition, the payment of any Severance Benefits in the event of a Participant’s termination of employment will be in lieu of any severance benefits payable under any other
|
(b)
|
This Plan completely supersedes any and all prior change in control severance agreements, understandings or plans oral or written, entered into between the Company and a Participant.
|
(a)
|
Any provision of this Plan may be amended or modified (which modification may include the termination of any Participant’s participation in this Plan) by the Committee at any time;
provided
,
however
, that (i) during the period beginning on the date of a Change in Control and ending on the second anniversary date of such Change in Control, no provision of this Plan may be amended or modified (unless such modification or waiver is agreed to in writing by any affected Participant) and (ii) if a Change Event and a Change in Control occur, then any amendment or modification to this Plan within six (6) months after such Change Event and within six (6) months prior to such Change in Control will be deemed null and void (unless such modification or amendment is agreed to in writing by any affected Participant).
|
(b)
|
Any provisions of this Agreement may be waived in writing by the Company or the Participant, as the case may be.
|
a.
|
Unpaid Compensation. Orbital ATK will pay Employee any Unpaid Compensation in a single lump sum cash payment within 30 days of the Date of Termination in accordance with Section 3.1 (c) of the ISP.
|
a.
|
Independent Consideration. In accordance with Section 4 of the ISP, Employee acknowledges that he is only eligible for Severance Benefits because he has signed and not revoked this General Release. Employee agrees that the Severance Benefits are adequate consideration for the promises herein.
|
b.
|
Delivery of Severance Benefits. Severance Benefits shall be paid in accordance with Section 3.6 of the ISP.
|
a.
|
Confidentiality and Nondisparagement. Employee acknowledges that in the course of his employment with Orbital ATK, he has had access to Orbital ATK’s confidential, proprietary and trade secret information. Employee agrees to maintain the confidentiality of Orbital ATK’s confidential, proprietary and trade secret information, and will not disclose or otherwise make such information available to any person, company, or other party, or use such information for Employee’s own benefit; provided, however, such non-disclosure covenants will not apply to: (i) confidential information that is disclosed or becomes public through another source
|
b.
|
Non-Competition/Non-Solicitation. Employee hereby agrees that for one (1) year following any termination of employment (the “Restricted Period”), regardless of how or why such employment ends, Employee shall not, directly or indirectly, (i) employ, solicit or retain, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer, supplier, dealer, or distributor or prospective customer, supplier, dealer or, distributor of the Company or encourage any such person or entity to cease being a customer, supplier, dealer, or distributor of the Company or (iii) provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its affiliates is engaged in the Business Area (as defined below). The term “Competing Business” shall mean any Business engaged in the Business Area. The term “Business Area” shall mean developing, manufacturing, sourcing or supplying [LIST OF COMPETITIVE PRODUCTS]
, but in each case, only with respect to products that are the
same as or similar
to products developed, manufactured, sourced or supplied by the Company or any of its subsidiaries or affiliates, or any other Contemplated Business, whether directly to or to wholesale customers for resale to, law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government, or consumer markets. The term “Contemplated Business” shall mean any Business: (I) with
|
c.
|
Breach of Post-Employment Restrictions. If Employee breaches any of his obligations under this Paragraph 6, then he will not be entitled to, and shall return, 25 percent of the Severance Benefits. Orbital ATK will be entitled to attorneys’ fees and costs incurred in seeking injunctive relief and damages including collecting the repayment of applicable consideration. Such action on the part of Orbital ATK will not in any way affect the enforceability of the General Release of Claims provided in Paragraph 8, which is adequately supported by the remaining Severance Benefits.
|
a.
|
All employees who are eligible to participate in the ISP must execute a general release of all employment-related claims in order to receive Severance Benefits. Attached to this General Release is a list of employees by position and age who were and were not impacted by this reduction in the workforce and eligible to receive additional and valuable consideration in exchange for executing a general release of claims.
|
b.
|
Employee certifies that he is signing this General Release voluntarily and with full knowledge of its consequences. Employee understands that he has forty-five (45) days from the date he received this General Release to consider it, and that he does not have to sign it before the end of the forty-five (45) day period. Employee is hereby advised to use this time to consult with an attorney prior to executing this General Release. Employee agrees that if he signs this General Release prior to the forty-fifth day, he is doing so because he has had sufficient time to review and consider the General Release and to consult with an attorney if he wished to do so.
|
c.
|
Changes to this General Release, whether material or immaterial, do not restart the fort-five (45) day period.
|
1.
|
The Grant.
Orbital ATK, 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 Orbital ATK, Inc. 2015 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 applicable 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 the Company’s retention of Shares otherwise issuable upon exercise, or any combination of the foregoing. 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 periods after your termination of employment, but in no event on or after the Expiration Date:
|
5.
|
Recoupment
. If you are or become an “Executive Officer” as defined in the Company’s Executive Compensation Recoupment Policy (the “Recoupment Policy”), you will be subject to the Recoupment Policy.
|
6.
|
Holding Requirement.
At the time of exercise of the Option and any subsequent sales, you will be required to comply with the Company’s Stock Holding Policy for Executive Officers and Certain Members of Senior Management.
|
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.
|
ORBITAL ATK, INC.
|
David W. Thompson
|
President & Chief Executive Officer
|
•
|
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.
|
•
|
“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.
|
•
|
being eligible for disability for Social Security purposes, or
|
•
|
being totally and permanently disabled under the Company’s long-term disability plan.
|
•
|
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.
|
1.
|
The Grant.
Orbital ATK, 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 Orbital ATK, Inc. 2015 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
the three-fiscal-year period beginning January 1, 2016
.
|
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 Compensation and Human Resources 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 applicable 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 involuntary termination without cause, 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 involuntary termination without cause, 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. If you are or become an “Executive Officer” as defined in the Company’s Executive Compensation Recoupment Policy (the “Recoupment Policy”), you will be subject to the Recoupment Policy.
|
8.
|
Holding Requirement.
As a recipient of the Performance Award, you are required to comply with the Company’s Stock Holding Policy for Executive Officers and Certain Members of Senior Management.
|
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.
|
ORBITAL ATK, INC.
David W. Thompson
|
President & Chief Executive Officer
|
•
|
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.
|
•
|
“Change Event” means
|
(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.
|
•
|
being eligible for disability for Social Security purposes, or
|
•
|
being totally and permanently disabled under the Company’s long-term disability plan.
|
•
|
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.
|
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 termination without cause, 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 applicable 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 termination without cause 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 termination without cause 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. If you are or become an “Executive Officer” as defined in the Company’s Executive Compensation Recoupment Policy (the “Recoupment Policy”), you will be subject to the Recoupment Policy.
|
6.
|
Holding Requirement.
If you are or become an officer of the Company subject to the Stock Holding Policy for Executive Officers and Certain Members of Senior Management (the “Stock Holding Policy”), you will be required to comply with the Stockholding Policy.
|
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.
|
Acknowledgment.
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.
|
•
|
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.
|
•
|
“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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•
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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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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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ARTICLE 1
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Definitions 1
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ARTICLE 2
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Selection, Enrollment, Eligibility 6
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2.1
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Selection 6
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2.2
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Enrollment and Eligibility Requirements; Commencement of Participation 6
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2.3
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Termination of a Participant’s Eligibility 7
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ARTICLE 3
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Deferral Commitments; Company Contribution Amounts; Company Restoration Matching Amounts; Vesting; Crediting; Taxes 7
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3.1
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Minimum Deferrals 7
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3.2
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Maximum Deferral 8
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3.3
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Election to Defer; Effect of Election Form 8
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3.4
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Withholding and Crediting of Annual Deferral Amounts 9
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3.5
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Company Contribution Amount 10
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3.6
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Company Restoration Matching Amount 10
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3.7
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Crediting of Amounts after Benefit Distribution 10
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3.8
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Vesting 10
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3.9
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Crediting and Debiting of Account Balances 10
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3.10
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FICA and Other Taxes 12
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ARTICLE 4
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Scheduled Distribution; Unforeseeable Financial Emergencies 13
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4.1
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Scheduled Distribution 13
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4.2
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Postponing Scheduled Distributions 13
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4.3
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Certain Benefits Take Precedence Over Scheduled Distributions 13
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4.4
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Withdrawal Payout; Suspensions for Unforeseeable Financial Emergencies 14
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ARTICLE 5
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Retirement Benefit 15
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5.1
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Retirement Benefit 15
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5.2
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Payment of Retirement Benefit 15
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ARTICLE 6
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Termination Benefit 16
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6.1
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Termination Benefit 16
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6.2
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Payment of Termination Benefit 16
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ARTICLE 7
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Disability Benefit 16
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7.1
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Disability Benefit 16
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7.2
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Payment of Disability Benefit 16
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ARTICLE 8
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Death Benefit 16
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8.1
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Death Benefit 16
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8.2
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Payment of Death Benefit 16
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ARTICLE 9
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Form of Payment 16
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9.1
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Payment in Cash or Common Stock 16
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9.2
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Relation to Stock Incentive Plan 17
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ARTICLE 10
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Beneficiary Designation 17
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10.1
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Beneficiary 17
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10.2
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Beneficiary Designation; Change; Spousal Consent 17
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10.3
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Acknowledgement 17
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10.4
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No Beneficiary Designation 17
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10.5
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Doubt as to Beneficiary 17
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10.6
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Discharge of Obligations 17
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ARTICLE 11
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Leave of Absence 18
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11.1
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Paid Leave of Absence 18
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ARTICLE 12
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Termination of Plan, Amendment or Modification 18
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12.1
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Termination of Plan 18
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12.2
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Amendment 19
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12.3
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Effect of Payment 19
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ARTICLE 13
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Administration 19
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13.1
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Committee Duties 19
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13.2
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Agents 19
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13.3
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Binding Effect of Decisions 19
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13.4
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Indemnity 19
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13.5
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Employer Information 19
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ARTICLE 14
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Other Benefits and Agreements 20
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14.1
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Coordination with Other Benefits 20
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ARTICLE 15
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Claims Procedures 20
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15.1
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Presentation of Claim 20
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15.2
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Notification of Decision 20
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15.3
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Review of a Denied Claim 21
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15.4
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Decision on Review 21
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15.5
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Legal Action 22
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15.6
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Determinations 22
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ARTICLE 16
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Trust 22
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16.1
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Establishment of the Trust 22
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16.2
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Interrelationship of the Plan and the Trust 22
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16.3
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Distributions From the Trust 22
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ARTICLE 17
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Miscellaneous 22
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17.1
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Status of Plan 22
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17.2
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Unsecured General Creditor 23
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17.3
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Employer’s Liability 23
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17.4
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Nonassignability 23
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17.5
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Not a Contract of Employment 23
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17.6
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Furnishing Information 23
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17.7
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Terms 23
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17.8
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Captions 23
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17.9
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Governing Law 23
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17.10
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Notice 24
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17.11
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Successors 24
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17.12
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Spouse’s Interest 24
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17.13
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Validity 24
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17.14
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Incompetent 24
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17.15
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Deduction Limitation on Benefit Payments 25
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17.16
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Insurance 25
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1.1
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“Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.
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1.2
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“Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the following amount: (i) the sum of the Participant’s Annual Deferral Amount, Company Contribution Amount and Company Restoration Matching Amount for any one Plan Year, plus (ii) amounts credited or debited to such amounts pursuant to this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.
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1.3
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“Annual Deferral Amount” shall mean that portion of a Participant's Base Salary, Performance Cash and Performance Shares that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year. In the event of a Participant's Retirement, Disability, death or Termination of Employment prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event.
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1.4
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“Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participant
in accordance with this Plan, calculated as follows: (i) for the first annual installment, the Participant’s vested portion of each Annual Account shall be calculated as of the close of business on the Participant’s Benefit Distribution Date,
and (ii) for remaining annual installments, the vested portion of each applicable Annual Account shall be calculated on each anniversary of the Benefit Distribution Date (or if such calculation date is not a business day, the preceding business day). Each annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a 10-year Annual Installment Method as the form of Retirement Benefit for an Annual Account, the first payment shall be 1/10 of the vested balance of such Annual Account, calculated as described in this definition. The following year, the payment shall be 1/9 of the vested balance of such Annual Account, calculated as described in this definition.
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1.5
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“Annual Performance Share Amount” shall mean the portion of the Participant’s Annual Deferral Amount, if any, representing Performance Shares deferred in accordance with Article 3 of the Plan. Annual Performance Share Amounts shall be credited to the Performance Share Accounts of Participants, determined by the number of performance shares that would otherwise be paid based upon the achievement of the performance goals and the other requirements for the payment of performance shares, but for the election to defer.
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1.6
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“Base Salary” shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, profit sharing contributions, stock options, relocation expenses, incentive payments, non-monetary awards, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee. In no event shall Base Salary include any amounts payable to the Participant prior to the commencement of his or her participation in this Plan.
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1.7
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“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 10, that are entitled to receive benefits under this Plan upon the death of a Participant.
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1.8
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“Beneficiary Designation Form” shall mean the form established from time to time by the Senior Vice President of Human Resources that a Participant completes, signs and returns to the Company to designate one or more Beneficiaries.
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1.9
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“Benefit Distribution Date” shall mean the date that triggers distribution of a Participant’s vested Account Balance. A Participant’s Benefit Distribution Date shall be the earliest to occur of any one of the following:
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(a)
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If the Participant Retires, his or her Benefit Distribution Date shall be the last day of the six-month period immediately following the date on which the Participant Retires; provided, however, in the event the Participant changes his or her Retirement Benefit election for one or more Annual Accounts in accordance with Section 5.2(a), his or her Benefit Distribution Date for such Annual Account(s) shall be postponed in accordance with such Section 5.2(a); or
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(b)
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If the Participant experiences a Termination of Employment, his or her Benefit Distribution Date shall be the last day of the six-month period immediately following the date on which the Participant experiences a Termination of Employment; provided, however, in the event the Participant elects to receive one or more Annual Accounts as of the first anniversary of his or her Termination of Employment in accordance with Section 6.2, his or her Benefit Distribution Date shall be postponed in accordance with such Section 6.2; or
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(c)
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The date on which the Company is provided with proof that is satisfactory to the Senior Vice President of Human Resources of the Participant’s death, if the Participant dies prior to the complete distribution of his or her vested Account Balance; or
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(d)
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The date on which the PRC (or the Committee in the case of a Section 16 Officer or as otherwise required by Section 15.4 of this Plan) determines the Participant is Disabled.
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1.10
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“Board” shall mean the board of directors of the Company.
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1.11
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“CEO” shall mean the Chief Executive Officer of the Company.
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1.12
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“Claimant” shall have the meaning set forth in Section 15.1.
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1.13
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“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
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1.14
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“Committee” shall mean the Compensation and Human Resources Committee the Board of Directors of the Company.
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1.15
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“Company” shall mean Orbital ATK, Inc., a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.
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1.16
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“Company Contribution Account” shall mean (i) the sum of the Participant’s Company Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company Contribution Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.
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1.17
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“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.
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1.18
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“Company Restoration Matching Account” shall mean (i) the sum of all of a Participant's Company Restoration Matching Amounts, plus (ii) amounts credited or debited to the Participant’s Company
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1.19
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“Company Restoration Matching Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.
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1.20
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“Death Benefit” shall mean the benefit set forth in Article 8.
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1.21
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“Deduction Limitation” shall mean the limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan, as set forth in Section 17.15.
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1.22
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“Deferral Account” shall mean (i) the sum of all of a Participant's Annual Deferral Amounts, plus (ii) amounts credited or debited to the Participant’s Deferral Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.
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1.23
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“Disability” or “Disabled” shall mean that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Participant’s Employer.
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1.24
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“Disability Benefit” shall mean the benefit set forth in Article 7.
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1.25
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“Election Form” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Company to make an election under the Plan.
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1.26
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“Employee” shall mean a person who is an employee of any Employer.
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1.27
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“Employer(s)” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have employees who participate in the Plan.
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1.28
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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
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1.29
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“401(k) Plan” shall mean a plan adopted by the Employer that is qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), as amended from time to time.
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1.30
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“Participant” shall mean any Employee (i) who is selected to participate in the Plan and (ii) who submits an executed Election Form and Beneficiary Designation Form, which are accepted by the Company.
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1.31
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“Performance Cash” shall mean any performance-based cash compensation, in addition to Base Salary, earned by a Participant under any Employer's annual or long-term bonus and incentive plans for services rendered during a performance period of at least 12 months, as further specified on an Election Form approved by the Committee in its sole discretion.
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1.32
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“Performance Shares” shall mean any performance-based stock compensation earned by a Participant under any Employer performance award plan for services rendered during a performance period of at least 12 months, as further specified on an Election Form approved by the Committee in its sole discretion.
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1.33
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“Performance Share Account” shall mean the portion of the Deferral Account equal to (i) the sum of all of a Participant's Annual Performance Share Amounts, plus (ii) the value of the number of additional share units credited as a result of stock dividends or deemed reinvestment of cash dividends, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Performance Share Account.
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1.1
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“PIC” shall mean the Orbital ATK Pension Investment Committee.
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1.2
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“Plan” shall mean the Orbital ATK, Inc. Nonqualified Deferred Compensation Plan (formerly named the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan), which shall be evidenced by this instrument, as it may be amended from time to time.
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1.3
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“Plan Year” shall
mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.
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1.4
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“Prior Plan Statement” shall mean the document, attached hereto as Appendix A and which is a part of the Plan, titled “ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED COMPENSATION PLAN (As amended and Restated March 18, 2003)” as amended.
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1.5
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“PRC” shall mean the Orbital ATK Pension and Retirement Committee.
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1.6
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“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an Employee, separation from service with all Employers and all entities treated as members of the same controlled group with any Employer under Code Section 414(b) or (c), for any reason other than a leave of absence, death or Disability on or after the attainment of age 55 with two Years of Service. Controlled group membership shall be determined by substituting “at least 50 percent” for “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and (3), and by substituting “at least 50 percent” for “at least 80 percent” each place it appears in Treas. Reg. §1.414(c)-2.
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1.7
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“Retirement Benefit” shall mean the benefit set forth in Article 5.
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1.8
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“Scheduled Distribution” shall mean the distribution set forth in Section 4.1.
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1.9
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“Section 16 Officer” shall mean an “officer” of the Company as defined in the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended.
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1.10
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“Senior Vice President of Human Resources” shall mean the most senior officer of the Company in charge of the human resources function at the time the action is taken with respect to the Plan.
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1.11
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“Terminate the Plan” or “Termination of the Plan” shall mean a determination by the Committee that (i) all Participants shall no longer be eligible to participate in the Plan, (ii) all deferral elections for such Participants shall terminate, and (iii) such Participants shall no longer be eligible to receive Company contributions under this Plan.
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1.12
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“Termination Benefit” shall mean the benefit set forth in Article 6.
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1.13
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“Termination of Employment” shall mean the separation from service with all Employers
and all entities treated as members of the same controlled group with any Employer under Code Section
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1.14
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“Trust” shall mean one or more trusts established by the Company in accordance with Article 16.
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1.15
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“Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant, (ii) a loss of the Participant's property due to casualty, or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Senior Vice President of Human Resources or, in the case of a Section 16 Officer, the Committee.
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1.16
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“Years of Service” shall mean an Employee’s period of service with Orbital ATK, Inc. or a related Employer measured in full years. A Participant shall receive credit for one full year of “Service” for each Plan Year in which the Participant had at least 1,000 hours of service for a participating Employer or related Employer.
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2.1
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Selection
. Participation in the Plan shall be limited to a select group of management or highly compensated Employees, as determined by the CEO in his or her sole discretion; provided, however, that all Section 16 Officers shall be eligible to participate in the Plan (while employed as a Section 16 Officer) and need not be selected by the CEO in order to be eligible to participate in the Plan.
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2.2
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Enrollment and Eligibility Requirements; Commencement of Participation
. As a condition to participation, each selected Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete, execute and return to the Company an Election Form and a Beneficiary Designation Form prior to the first day of such Plan Year, or such other earlier deadline as may be established by the Senior Vice President of Human Resources in his or her sole discretion. In addition, the Committee may establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.
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(a)
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A selected Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year must complete these requirements within 30 days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Senior Vice President of Human Resources, in his or her sole discretion, in order to participate for that Plan Year. In such event, such person’s participation in this Plan shall not commence earlier than 30 days after he or she first becomes eligible to participate in the Plan or, in the case of an Employee who is not a Section 16 Officer, on the date determined by the Senior Vice President of Human Resources, and such person shall not be permitted to defer under this Plan any portion of his or her Base Salary, Performance Cash and/or Performance Shares that are paid with respect to services performed prior to his or her
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(b)
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Each selected Employee who is eligible to participate in the Plan shall commence participation in the Plan only after the Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Company within the specified time period. Notwithstanding the foregoing, the Company shall process such Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to the Company.
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(c)
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If an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Employee shall not be eligible to participate in the Plan during such Plan Year.
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2.3
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Termination of a Participant’s Eligibility
. The CEO (or in the case of a Section 16 Officer, the Committee) shall have the right, in his or her sole discretion, to (i) prevent the Participant from making future deferral elections, and/or (ii) take further action that the CEO or the Committee deems appropriate. Notwithstanding the foregoing, in the event of a Termination of the Plan in accordance with Section 1.43, the termination of the affected Participants’ eligibility for participation in the Plan shall not be governed by this Section 2.3, but rather shall be governed by Section 1.43 and Section 12.1. In the event that a Participant is no longer eligible to defer compensation under this Plan, the Participant’s Account Balance shall continue to be governed by the terms of this Plan until such time as the Participant’s Account Balance is paid in accordance with the terms of this Plan. Notwithstanding any provision of this Plan to the contrary, no former Employee who becomes an employee of Vista Outdoor Inc. on or about November 1, 2014 shall thereafter be a Participant or be entitled to any benefit under this Plan.
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3.1
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Minimum Deferrals
.
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Cash Compensation
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Minimum Amount
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Base Salary
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1%
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Performance Cash
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1%
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Equity Compensation
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Deferral Amount
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Performance Shares
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1%
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(b)
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Short Plan Year
. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year the minimum Annual Deferral Amount shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.
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3.2
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Maximum Deferral
.
|
(a)
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Annual Deferral Amount
. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Performance Cash and/or Performance Shares up to the following maximum percentages for each deferral elected:
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Deferral
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Maximum Percentage
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Base Salary
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70%
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Performance Cash
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100%
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Performance Shares
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100%
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(b)
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Short Plan Year
. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits an Election Form to the Company for acceptance.
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3.3
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Election to Defer; Effect of Election Form
.
|
(a)
|
First Plan Year
. In connection with a Participant's commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Senior Vice President of Human Resources (or in the case of a Section 16 Officer, the Committee) deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Company (in accordance with Section 2.2 above) and accepted by the Company.
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(b)
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Subsequent Plan Years
. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Senior Vice President of Human Resources (or in the case of a Section 16 Officer, the Committee) deems necessary or desirable under the Plan, shall be made by timely delivering a new Election Form to the Company, in accordance with the terms of the Plan, before the end of the Plan Year preceding the Plan
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(c)
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Performance-Based Compensation
.
Notwithstanding the foregoing, an irrevocable deferral election pertaining to Performance Cash or Performance Shares may be made by timely delivering an Election Form to the Company, in accordance with the terms of the Plan, no later than the earlier of (i) six months before the end of the performance period or (ii) such earlier date as the Senior Vice President of Human Resources may determine, in his or her sole discretion, for the Plan Year. For any Plan Year the Committee may determine, in its sole discretion, that any such election shall be limited to the portion of Performance Cash and/or Performance Shares designated by the Committee. “Performance‑based compensation” shall be compensation based on services performed over a period of at least 12 months, in accordance with Code Section 409A and related guidance.
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(d)
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Restricted Stock Amounts
. Effective January 1, 2005, deferrals of restricted stock (which do not otherwise qualify as Performance Shares) shall not be permitted under this Plan. Notwithstanding the foregoing, a Participant’s election to defer restricted stock which was made on or prior to December 31, 2004 under the terms of the Prior Plan Statement with respect to restricted stock which vests on or after January 1, 2005 shall be treated as an Annual Performance Share Amount under this Plan restatement. As of the date on which such restricted stock amounts vest, such Participant’s Performance Share Account shall be credited with the number of units equal to the number of shares of Orbital ATK common stock that would have otherwise been delivered to the Participant. Such units shall become payable in accordance with the terms of this Plan statement (and not the Prior Plan Statement). Restricted stock deferrals which vested and were credited to this Plan on or prior to December 31, 2004 shall be governed exclusively under the terms of the Prior Plan Statement.
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3.4
|
Withholding and Crediting of Annual Deferral Amounts
. For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Performance Cash and/or Performance Shares portion of the Annual Deferral Amount shall be withheld at the time the Performance Cash and/or Performance Shares are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to a Participant’s Deferral Account as soon as reasonably practicable following the time such amounts would otherwise have been paid to the Participant.
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3.5
|
Company Contribution Amount
. For each Plan Year, the CEO (or in the case of a Section 16 Officer, the Committee) may, in his or her sole discretion, credit any amount to any Participant’s Annual Account under this Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this Section 3.5, if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the CEO (or the Committee as applicable), in his or her sole discretion.
|
3.6
|
Company Restoration Matching Amount
. A Participant's Company Restoration Matching Amount for any Plan Year shall be the amount necessary to make up for the lost share, if any, of matching contributions (but not elective deferred contributions) under the 401(k) Plan attributable to the Participant’s deferrals under this Plan that would have otherwise been allocated to the account of the Participant under the 401(k) Plan for such Plan Year. The amount so credited to a Participant under this Plan for any Plan Year (i) may be smaller or larger than the amount credited to any other Participant and (ii) may differ from the amount credited to such Participant in the preceding Plan Year. The Participant’s Company Restoration Matching Amount, if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year as soon as administratively practicable after the amount can be determined for the applicable Plan Year.
|
3.7
|
Crediting of Amounts after Benefit Distribution
. Notwithstanding any provision in this Plan to the contrary, if the complete distribution of a Participant’s vested Account Balance occurs prior to the date on which any portion of (i) the Annual Deferral Amount that a Participant has elected to defer in accordance with Section 3.3, (ii) the Company Contribution Amount, or (iii) the Company Restoration Matching Amount, would otherwise be credited to the Participant’s Account Balance, such amounts shall not be credited to the Participant’s Account Balance, but shall be paid to the Participant in a single lump sum as soon as administratively practicable after the amount can be determined.
|
3.8
|
Vesting
. A Participant shall at all times be 100% vested in his or her Account Balance; provided, however, that a Participant shall be vested in any Company Contribution Amount credited to his or her Company Contribution Account in accordance with the vesting schedule(s) set forth in his or her employment agreement or any other agreement entered into between the Participant and his or her Employer, or as declared by the CEO (or, in the case of a Section 16 Officer, the Committee). A different vesting schedule may apply to each Company Contribution Amount credited to the Participant’s Company Contribution Account. If no vesting schedule is specified in such agreements or declared by the CEO or Committee, as applicable, a Company Contribution Amount shall be 100% vested.
|
3.9
|
Crediting and Debiting of Account Balances
. In accordance with, and subject to, the rules and procedures that are established from time to time by the PIC, amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules:
|
(a)
|
Measurement Funds
. The Participant may elect one or more of the measurement funds selected by the PIC, in its sole discretion, which are based on certain mutual funds or other
|
(b)
|
Election of Measurement Funds
. A Participant, in connection with his or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.9(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance (other than the Performance Share Account). If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance (other than the Performance Share Account) shall automatically be allocated into the target date Measurement Fund most closely aligned with Plan participants who are age 65 and older, or a substantially similar Measurement Fund among the Plan’s available Measurement Funds, as determined by the PIC from time to time, in its sole discretion. The Participant may (but is not required to) elect, by submitting an Election Form to the Company that is accepted by the Company, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance (other than the Performance Share Account), or to change the portion of his or her Account Balance (other than the Performance Share Account) allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day that is administratively practicable, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.
|
(c)
|
Proportionate Allocation
. In making any election described in Section 3.9(b) above, the Participant shall specify on the Election Form, in increments of 1%, the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated.
|
(d)
|
Annual Performance Share Amounts
. Annual Performance Shares Amounts shall be allocated to the Orbital ATK common stock Measuring Fund as of the date on which such performance shares would otherwise have been paid under the applicable Company stock incentive plan, and the Participant’s Performance Share Account shall be credited with the number of units equal to the number of shares of Orbital ATK common stock that would have otherwise been delivered to the Participant.
|
(i)
|
Cash Dividends
. An amount shall be credited on any cash dividend payment date in that number of units equal to the number of shares that could have been purchased on the dividend payment date, based upon the closing price of Orbital ATK common stock as reported on the New York Stock Exchange for such date, with the value of the cash dividends paid on shares of stock equal to the number of units credited to the Performance Share Account as of the record date for such dividend.
|
(ii)
|
Changes in Orbital ATK Common Stock
. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares,
|
(iii)
|
Voting
. No Participant or Beneficiary shall be entitled to any voting rights with respect to any units credited to the Performance Share Account.
|
(e)
|
Crediting or Debiting Method
. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant.
|
(f)
|
No Actual Investment
. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance
shall
not
be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.
|
(a)
|
Annual Deferral Amounts
. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Company may reduce the Annual Deferral Amount in order to comply with this Section 3.10.
|
(b)
|
Company Restoration Matching Account and Company Contribution Account
. When a Participant’s Annual Account is credited with a Company Restoration Matching Amount and/or Company Contribution Amount (or, if such amount is subject to a vesting schedule, when such Participant is vested in such amount), the Participant’s Employer(s) shall withhold, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Company Restoration Matching Amount and/or Company
|
(c)
|
Distributions
. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.
|
4.1
|
Scheduled Distribution
. In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect to receive a Scheduled Distribution, in the form of a lump sum payment, from the Plan with respect to all or a portion of the Annual Account (excluding Annual Performance Share Amounts and Company Contribution Amounts). The Scheduled Distribution shall be a lump sum payment in an amount that is equal to the portion of the Annual Account the Participant elected to have distributed as a Scheduled Distribution, plus amounts credited or debited in the manner provided in Section 3.9 above on that amount, calculated as of the close of business on the date on which the Scheduled Distribution becomes payable (or on the immediately preceding business day if such date is not a business day). Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected shall be paid out during a 60-day period commencing immediately after the first day of any Plan Year designated by the Participant. The Plan Year designated by the Participant must be at least three Plan Years after the end of the Plan Year to which the Participant’s deferral election described in Section 3.3 relates. By way of example, if a Scheduled Distribution is elected for Annual Accounts that are earned in the Plan Year commencing January 1, 2005, the Scheduled Distribution would become payable during a 60-day period commencing January 1, 2009.
|
4.2
|
Postponing Scheduled Distributions
. A Participant may elect to postpone a Scheduled Distribution described in Section 4.1 above, and have such amount paid out during a 60-day period commencing immediately after an allowable alternative distribution date designated by the Participant in accordance with this Section 4.2. In order to make this election, the Participant must submit a new Scheduled Distribution Election Form to the Company in accordance with the following criteria:
|
(a)
|
Such Scheduled Distribution Election Form must be submitted to and accepted by the Company at least 12 months prior to the Participant's previously designated Scheduled Distribution Date;
|
(b)
|
The new Scheduled Distribution Date selected by the Participant must be the first day of a Plan Year, and must be at least five years after the previously designated Scheduled Distribution Date; and
|
(c)
|
The election of the new Scheduled Distribution Date shall have no effect until at least 12 months after the date on which the election is made;
|
4.3
|
Certain Benefits Take Precedence Over Scheduled Distributions
. If a Benefit Distribution Date occurs that triggers a benefit under Articles 5, 6, 7 or 8, any Annual Account that is subject to a Scheduled Distribution election under Section 4.1 shall not be paid in accordance with Section 4.1, but shall be paid in accordance with the other applicable Article. Notwithstanding the foregoing, the Committee shall interpret this Section 4.3 in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.
|
4.4
|
Withdrawal Payout; Suspensions for Unforeseeable Financial Emergencies
.
|
(a)
|
If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Senior Vice President of Human Resources (or in the case of a Section 16 Officer, the Committee) to receive a partial or full payout from the Plan. The Participant shall only receive a payout from the Plan to the extent such payout is deemed necessary by the Senior Vice President of Human Resources or the Committee, as applicable, to satisfy the Participant’s Unforeseeable Financial Emergency, plus amounts reasonably necessary to pay taxes reasonably anticipated as a result of the distribution. If a Participant receives a payout due to an Unforeseeable Financial Emergency, such Participant’s deferrals under this Plan shall cease. The Participant may not again elect to defer compensation until the enrollment period for the Plan Year that begins at least 12 months after such payout (or such later enrollment period, if required by Code Section 409A and other applicable tax law).
|
(b)
|
The payout shall not exceed the lesser of (i) the Participant's vested Account Balance, calculated as of the close of business on the date on which the amount becomes payable, as determined by the Senior Vice President of Human Resources or Committee, as applicable, or (ii) the amount necessary to satisfy the Unforeseeable Financial Emergency, plus amounts reasonably necessary to pay taxes reasonably anticipated as a result of the distribution. Notwithstanding the foregoing, a Participant may not receive a payout from the Plan to the extent that the Unforeseeable Financial Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by suspension of deferrals under this Plan, if the Senior Vice President of Human Resources or the Committee, as applicable, determines that suspension is required by Code Section 409A and other applicable tax law.
|
(c)
|
If the Senior Vice President of Human Resources or the Committee, as applicable, approves a Participant’s petition for payout, the Participant’s deferrals under this Plan shall be suspended as of the date of such approval and the Participant shall receive a payout from the Plan within 60 days of the date of such approval.
|
(d)
|
Notwithstanding the foregoing, the Senior Vice President of Human Resources or the Committee, as applicable, shall interpret all provisions relating to suspension and/or payout under this Section 4.4 in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.
|
5.1
|
Retirement Benefit
. A Participant who Retires shall receive, as a Retirement Benefit, his or her vested Account Balance, calculated as of the close of business on the Participant’s Benefit Distribution Date.
|
5.2
|
Payment of Retirement Benefit
.
|
(a)
|
In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which his or her Annual Account for such Plan Year will be paid. The Participant may elect to receive each Annual Account in the form of a lump sum or pursuant to an Annual Installment Method of up to 15 years. The Participant may change this election one time by submitting an Election Form to the Company in accordance with the following criteria:
|
(i)
|
The election to modify the form of payment for such Annual Account shall have no effect until at least 12 months after the date on which the election is made;
|
(ii)
|
The first payment related to such Annual Account shall be delayed at least five years from the originally scheduled Benefit Distribution Date for such Annual Account, as described in Section 1.9(a);
|
(i)
|
Notwithstanding the foregoing, the Company, the Committee and the Senior Vice President of Human Resources, as applicable, shall interpret all provisions relating to changing the Annual Account election under this Article 5 in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.
|
(b)
|
The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Benefit Distribution Date. Remaining installments, if any, shall continue in accordance with the Participant’s election for each Annual Account and shall be paid no later than 60 days after each anniversary of the Benefit Distribution Date.
|
(c)
|
Notwithstanding a Participant’s election to receive payment of an Annual Account in installments, if the Participant’s vested Account Balance, calculated as of the close of business on the Participant’s Benefit Distribution Date (or on the immediately preceding business day if such date is not a business day) is determined to have a value of $25,000 or less, the Participant’s entire Account Balance shall be paid in a single lump sum no later than 60 days after the Benefit Distribution Date.
|
6.1
|
Termination Benefit
. A Participant who experiences a Termination of Employment shall receive, as a Termination Benefit, his or her vested Account Balance, calculated as of the close of business on the Participant’s Benefit Distribution Date (or the first anniversary thereof, in accordance with the Participant’s election below). If the calculation date is not a business day, then such calculation shall be made on the immediately preceding business day.
|
6.2
|
Payment of Termination Benefit
.
In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect to receive each Annual Account in a lump sum payment: (i) no later than 60 days after the last day of the six-month period immediately following the date on which the Participant experiences a Termination of Employment or (ii) no later than 60 days after the first anniversary of such Termination of Employment. If a Participant does not make any election with respect to the payment of the Annual Account, the Annual Account shall be paid to the Participant no later than 60 days after the last day of the six-month period immediately following the date on which the Participant experiences a Termination of Employment.
|
7.1
|
Disability Benefit
. Upon a Participant’s Disability, the Participant shall receive a Disability Benefit, which shall be equal to the Participant's vested Account Balance, calculated as of the close of business on the Participant’s Benefit Distribution Date (or on the immediately preceding business day if such date is not a business day).
|
7.2
|
Payment of Disability Benefit
.
The Disability Benefit shall be paid to the Participant in a lump sum payment no later than 60 days after the Participant’s Benefit Distribution Date.
|
8.1
|
Death Benefit
. The Participant's Beneficiary(ies) shall receive a Death Benefit upon the Participant's death which will be equal to the Participant's vested Account Balance, calculated as of the close of business on the Participant’s Benefit Distribution Date (or on the immediately preceding business day if such date is not a business day).
|
8.2
|
Payment of Death Benefit
.
The Death Benefit shall be paid to the Participant’s Beneficiary(ies) in a lump sum payment no later than 60 days after the Participant’s Benefit Distribution Date. In no event, however, shall the Death Benefit be paid later than the later of (i) 90 days after the date of the Participant’s death or (ii) the last day of the calendar year in which the Participant’s death occurs.
|
9.1
|
Payment in Cash or Common Stock
. Payment of a Participant’s Annual Account shall be made in cash; provided, however, that payment of the portion of the Participant’s Account Balance
|
9.2
|
Relation to Stock Incentive Plan
. Benefits attributable to Performance Share Accounts which are paid in shares of the Company’s common stock are subject to any applicable terms, conditions and restrictions required by the applicable Company stock incentive plan.
|
10.1
|
Beneficiary
. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.
|
10.2
|
Beneficiary Designation; Change; Spousal Consent
. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Company. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Company's rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, the Senior Vice President of Human Resources may, in his or her sole discretion, determine that spousal consent is required to be provided in a form designated by the Senior Vice President of Human Resources, executed by such Participant's spouse and returned to the Company. Upon the acceptance by the Company of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Company shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Company prior to his or her death.
|
10.3
|
Acknowledgment
. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Company.
|
10.4
|
No Beneficiary Designation
. If a Participant fails to designate a Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate.
|
10.5
|
Doubt as to Beneficiary
. If the Senior Vice President of Human Resources has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, he or she shall have the right, exercisable in his or her discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to his or her satisfaction.
|
10.6
|
Discharge of Obligations
. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Company, the Employer, the Committee and the Vice President of Human Resources from all further obligations under this Plan with respect to the Participant.
|
11.1
|
Paid Leave of Absence
. If a Participant is authorized by the Participant's Employer to take a paid leave of absence from the employment of the Employer, (i) the Participant shall continue to be considered eligible for the benefits provided in Articles 4, 5, 6, 7 or 8 in accordance with the provisions of those Articles, and (ii) the Annual Deferral Amount
shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.
|
12.1
|
Termination of Plan
. Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company reserves the right to Terminate the Plan (as defined in Section 1.43). In the event of a Termination of the Plan, the Measurement Funds available to Participants following the Termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Termination of the Plan is effective. Following a Termination of the Plan, Participant Account Balances shall remain in the Plan until the Participant becomes eligible for the benefits provided in Articles 4, 5, 6, 7 or 8 in accordance with the provisions of those Articles.
The Termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination; provided, however, the Company shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to immediately pay all benefits in a lump sum following such Termination of the Plan, if (i)(A) Termination is not proximate to a downturn in the financial health of the Company, (B) the Company terminates all arrangements required to be aggregated with the Plan pursuant to Code Section 409A, (C) lump sum payments are made between 12 and 24 months following Termination of the Plan, and (D) the Company does not establish a new plan that would have been aggregated with the Plan for purposes of Code Section 409A within three years following Termination of the Plan, or (ii) Termination is in connection with dissolution or change in control of the Company, or such other circumstances permitted by applicable guidance, and in accordance with such other corresponding conditions required by Code Section 409A and regulations or other guidance issued thereunder.
|
12.2
|
Amendment
.
|
(a)
|
The Committee may, at any time, amend or modify the Plan in whole or in part. Notwithstanding the foregoing, no amendment shall be effective to decrease the value of a Participant's vested Account Balance in existence at the time the amendment is made
.
In no event shall the Company, the Employer or the Committee be responsible for any decline in a Participant’s Account Balance as a result of the selection, discontinuation, addition, substitution, crediting or debiting of the Measurement Funds pursuant to Section 3.9.
|
(b)
|
Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any provision of the Plan may cause amounts deferred under the Plan to become immediately taxable to any Participant under Code Section 409A, and related
|
12.3
|
Effect of Payment
. The full payment of the Participant’s vested Account Balance under Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan.
|
13.1
|
Committee Duties
. Except as otherwise provided in this Plan, this Plan shall be administered by the Committee. The Committee shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. When making a determination or calculation, the Company, Committee and the Senior Vice President of Human Resources, as applicable, shall be entitled to rely on information furnished by a Participant.
|
13.2
|
Agents
. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.
|
13.3
|
Binding Effect of Decisions
.
The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.
|
13.4
|
Indemnity
. All Employers shall indemnify and hold harmless the members of the Committee, the PIC, the PRC, the CEO, the Senior Vice President of Human Resources, any Employee to whom duties have been or may be delegated under this Plan, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of an individual’s willful misconduct.
|
13.5
|
Employer Information
. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.
|
14.1
|
Coordination with Other Benefits
. The benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant's Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.
|
15.1
|
Presentation of Claim
.
Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the PRC (or in the case of a Section 16 Officer, the Committee) a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.
|
15.2
|
Notification of Decision
.
The PRC (or in the case of a Section 16 Officer, the Committee) shall consider a Claimant's claim within a reasonable time, but no later than 90 days (45 days in the case of a determination of Disability) after receiving the claim. If the PRC or the Committee, as applicable, determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period (45-day period in the case of a determination of Disability, or initial 30-day extension of such 45-day period). In no event shall such extension exceed a period of 90 days from the end of the initial period (in the case of a determination of Disability, an initial extension of 30 days, or an additional subsequent extension of an additional 30 days). The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the PRC or the Committee expects to render the benefit determination. The PRC or the Committee, as applicable, shall notify the Claimant in writing:
|
(a)
|
that the Claimant's requested determination has been made, and that the claim has been allowed in full; or
|
(b)
|
that the PRC or the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:
|
(i)
|
the specific reason(s) for the denial of the claim, or any part of it;
|
(ii)
|
specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
|
(iii)
|
a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;
|
(iv)
|
an explanation of the claim review procedure set forth in Section 15.3 below; and
|
(v)
|
a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
|
15.3
|
Review of a Denied Claim
.
On or before 60 days (180 days in the case of a determination of Disability) after receiving a notice from the PRC (or in the case of a Section 16 Officer, the Committee) that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the PRC or the Committee, as applicable, a written request for a review of the denial of the claim. The Claimant (or the Claimant's duly authorized representative):
|
(a)
|
may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits;
|
(b)
|
may submit written comments or other documents; and/or
|
(c)
|
may request a hearing, which the PRC or the Committee (as applicable), in its sole discretion, may grant.
|
15.4
|
Decision on Review
.
The PRC (or in the case of a Section 16 Officer, the Committee) shall render its decision on review promptly, and no later than 60 days (45 days in the case of a determination of Disability) after the receipt of the Claimant’s written request for a review of the denial of the claim. If the PRC or the Committee, as applicable, determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period (45-day period in the case of a determination of Disability). In no event shall such extension exceed a period of 60 days (45 days in the case of a determination of Disability) from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the PRC or the Committee, as applicable, expects to render the benefit determination. In rendering its decision, the PRC or the Committee, as applicable, shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Notwithstanding any provisions of this Section 15.4 to the contrary, all decisions on review of a determination of Disability shall be made by the Committee (or the Board in the case of a Section 16 Officer). The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:
|
(a)
|
specific reasons for the decision;
|
(b)
|
specific reference(s) to the pertinent Plan provisions upon which the decision was based;
|
(c)
|
a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and
|
(d)
|
a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).
|
15.5
|
Legal Action
.
A Claimant's compliance with the foregoing provisions of this Article 15 is a mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits under this Plan. Any legal action must be brought within two years after the Claimant knew or should have known of the principal facts on which the claim is based or, if earlier, 90 days after the procedure under this Article 15 is completed.
|
15.6
|
Determinations
.
Benefits under the Plan will be paid only if the PRC (or in the case of a Section 16 Officer, the Committee) decides in its discretion that the applicant is entitled to them. The PRC or the Committee, as applicable, has discretionary authority to grant or deny benefits under the Plan. The PRC shall have the sole discretion, authority and responsibility to interpret and construe this Plan Statement and all relevant documents and information, and to determine all factual and legal questions under the Plan, in relation to a person’s (other than a Section 16 Officer) claim for benefits. The Committee shall have the sole discretion, authority and responsibility to interpret and construe this Plan Statement and all relevant documents and information, and to determine all factual and legal questions under the Plan, including but not limited to the entitlement of all persons to benefits and the amounts of their benefits. The Committee’s discretionary authority shall include all matters arising under the Plan.
|
16.1
|
Establishment of the Trust
. In order to provide assets from which to fulfill the obligations of the Participants and their beneficiaries under the Plan, the Company may establish a trust by a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property to provide for the benefit payments under the Plan, (the “Trust”).
|
16.2
|
Interrelationship of the Plan and the Trust
. The provisions of the Plan shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Company to the assets transferred to the Trust. The Company shall at all times remain liable to carry out its obligations under the Plan.
|
16.3
|
Distributions From the Trust
. The Company’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Company’s obligations under this Plan.
|
17.1
|
Status of Plan
. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (i) to the extent possible in a manner consistent with that intent and (ii) in accordance with Code Section 409A and other applicable tax law, including but not limited to Treasury Regulations promulgated pursuant to Code Section 409A.
|
17.2
|
Unsecured General Creditor
. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Company. For purposes of the payment of benefits under this Plan, any and all of the Company’s assets shall be, and remain, the general, unpledged unrestricted assets of the Company. The Company's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
|
17.3
|
Employer's Liability
. The Company's liability for the payment of benefits shall be defined only by the Plan. The Company shall have no obligation to a Participant under the Plan except as expressly provided in the Plan.
|
17.4
|
Nonassignability
. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise (including without limitation any domestic relations order, whether or not a “qualified domestic relations order” under section 414(p) of the Code and section 206(d) of ERISA) before the Account Balance is distributed to the Participant or Beneficiary.
|
17.5
|
Not a Contract of Employment
. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company or any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company or any Employer or to interfere with the right of the Company or any Employer to discipline or discharge the Participant at any time.
|
17.6
|
Furnishing Information
. A Participant or his or her Beneficiary will cooperate with the Company by furnishing any and all information requested by the Company and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Company may deem necessary.
|
17.7
|
Terms
. Whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.
|
17.8
|
Captions
. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
|
17.9
|
Governing Law
. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Minnesota without regard to its conflicts of laws principles.
|
17.10
|
Notice
. Any notice or filing required or permitted to be given to the Company under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:
|
Orbital ATK, Inc.
|
Attn: Orbital ATK Executive Compensation Department
|
45101 Warp Drive
|
Dulles, VA 20166
|
17.11
|
Successors
. The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns and the Participant and the Participant's designated Beneficiaries.
|
17.12
|
Spouse's Interest
. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse's will, nor shall such interest pass under the laws of intestate succession.
|
17.13
|
Validity
. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.
|
17.14
|
Incompetent
. If the Senior Vice President of Human Resources determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person's property, he or she may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Senior Vice President of Human Resources may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.
|
17.15
|
Deduction Limitation on Benefit Payments
. The Company may determine that as a result of the application of the limitation under Code Section 162(m), a distribution payable to a Participant pursuant to this Plan would not be deductible if such distribution were made at the time required by the Plan. If the Company makes such a determination, then the distribution shall not be paid to the Participant until such time as the distribution first becomes deductible. The amount of the distribution shall continue to be adjusted in accordance with Section 3.9 above until it is distributed to the Participant. The amount of the distribution, plus amounts credited or debited thereon, shall be paid to the Participant or his or her Beneficiary (in the event of the Participant's death) at the earliest possible date, as determined by the Company, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Company during which the distribution is made will not be limited by Section 162(m). Notwithstanding the foregoing, the Committee shall interpret this provision in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.
|
17.16
|
Insurance
. The Company, on its own behalf or on behalf of the trustee of the Trust, and, in its sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Company or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Company shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Company has applied for insurance.
|
|
|
Nine Months Ended December 31, 2015
|
|
Years Ended March 31
|
||||||||||||||||
(dollars in thousands)
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations, before income taxes and noncontrolling interest
|
|
$
|
265,224
|
|
|
$
|
116,651
|
|
|
$
|
222,165
|
|
|
$
|
260,915
|
|
|
$
|
301,574
|
|
Plus fixed charges
|
|
68,177
|
|
|
100,328
|
|
|
90,668
|
|
|
77,261
|
|
|
99,774
|
|
|||||
Earnings
|
|
$
|
333,401
|
|
|
$
|
216,979
|
|
|
$
|
312,833
|
|
|
$
|
338,176
|
|
|
$
|
401,348
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, including amortization of debt issuance costs
|
|
$
|
57,163
|
|
|
$
|
88,676
|
|
|
$
|
79,792
|
|
|
$
|
65,386
|
|
|
$
|
87,313
|
|
Estimated interest factor of rental expense
|
|
11,014
|
|
|
11,652
|
|
|
10,876
|
|
|
11,875
|
|
|
12,461
|
|
|||||
Fixed charges
|
|
$
|
68,177
|
|
|
$
|
100,328
|
|
|
$
|
90,668
|
|
|
$
|
77,261
|
|
|
$
|
99,774
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges (1)
|
|
4.89
|
|
|
2.16
|
|
|
3.45
|
|
|
4.38
|
|
|
4.02
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rent expense
|
|
$
|
69
|
|
|
$
|
73
|
|
|
$
|
68
|
|
|
$
|
74
|
|
|
$
|
78
|
|
Percentage of rent expense that represents interest
|
|
16
|
%
|
|
16
|
%
|
|
16
|
%
|
|
16
|
%
|
|
16
|
%
|
(1)
|
For purposes of calculating the ratio of earnings to fixed charges, "earnings" represents income from continuing operations before income taxes, plus fixed charges. "Fixed charges" consist of interest expense, including amortization of debt issuance costs and that portion of rental expense considered to be a reasonable approximation of interest.
|
Subsidiaries of Orbital ATK, Inc.
as of December 31 , 2015
|
||
|
|
|
All subsidiaries listed below are 100% owned except joint ventures.
|
||
|
|
|
Subsidiaries
|
State or Other Jurisdiction of Incorporation or Organization
|
|
Alliant Techsystems Operations LLC
|
Delaware
|
|
Alliant Techsystems Operations Saudi Arabia Ltd. (joint venture)
|
Saudi Arabia
|
|
ATK Launch Systems Inc.
|
Delaware
|
|
ATK Space Systems Inc.
|
Delaware
|
|
COI Ceramics, Inc. (joint venture)
|
California
|
|
Magna Uranium Services LLC (joint venture)
|
Delaware
|
|
Orbital ATK Pte. Ltd.
|
Singapore
|
|
Orbital International LLC
|
Delaware
|
|
Orbital Sciences Corporation
|
Delaware
|
|
ViviSat LLC (joint venture)
|
Delaware
|
Date: March 15, 2016
|
By:
|
|
/s/ David W. Thompson
|
|
Name:
|
|
David W. Thompson
|
|
Title:
|
|
President and Chief Executive Officer
|
Date: March 15, 2016
|
By:
|
|
/s/ Garrett E. Pierce
|
|
Name:
|
|
Garrett E. Pierce
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
Date: March 15, 2016
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ David W. Thompson
|
|
Name:
|
|
David W. Thompson
|
|
Title:
|
|
President and Chief Executive Officer
|
|
|
|
|
|
By:
|
|
/s/ Garrett E. Pierce
|
|
Name:
|
|
Garrett E. Pierce
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|