ORBITAL SCIENCES CORP /DE/ (Form: 10-K, Received: 03/01/2007 16:56:23)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For Annual and Transition Reports

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended December 31, 2006

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

Commission file number 1-14279

ORBITAL SCIENCES CORPORATION

(Exact name of registrant as specified in charter)


Delaware		06-1209561
(State or Other Jurisdiction of Incorporation or Organization of Registrant)		(I.R.S. Employer Identification No.)

21839 Atlantic Boulevard, Dulles, Virginia		20166 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:

(703) 406-5000

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered

Common Stock, par value $.01 per share		The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the voting common equity held by non-affiliates of the registrant based on the closing sales price of the registrant’s Common Stock as reported on The New York Stock Exchange on June 30, 2006 was approximately $948,298,400. The registrant has no non-voting common equity.

As of February 26, 2007, 59,115,626 shares of the registrant’s Common Stock were outstanding.

Portions of the registrant’s definitive proxy statement to be filed on or about March 12, 2007 are incorporated by reference in Part III of this report.

TABLE OF CONTENTS


Item		Page

	PART I
Item 1.	Business		1
Item 1A.	Risk Factors		7
Item 1B.	Unresolved Staff Comments		13
Item 2.	Properties		13
Item 3.	Legal Proceedings		14
Item 4.	Submission of Matters to a Vote of Security Holders		14
Item 4A.	Executive Officers of the Registrant		14
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		17
Item 6.	Selected Financial Data		20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		34
Item 8.	Financial Statements and Supplementary Data		36
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		65
Item 9A.	Controls and Procedures		65
Item 9B.	Other Information		65
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance		65
Item 11.	Executive Compensation		66
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		66
Item 13.	Certain Relationships and Related Transactions, and Director Independence		67
Item 14.	Principal Accounting Fees and Services		67
	PART IV
Item 15.	Exhibits and Financial Statement Schedule		68

Pegasus is a registered trademark and service mark of Orbital Sciences Corporation; Taurus is a registered trademark of Orbital Sciences Corporation; Orbital is a trademark of Orbital Sciences Corporation.

PART I

Item 1. Business

General

We develop and manufacture small rockets and space systems for commercial, military and civil government customers, including the U.S. Department of Defense (“DoD”), the National Aeronautics and Space Administration (“NASA”) and other U.S. government agencies.

Our primary products and services include the following:


	•	Launch Vehicles. Rockets that are used as interceptor and target vehicles for missile defense systems, small-class space launch vehicles that place satellites into Earth orbit, and suborbital launch vehicles that place payloads into a variety of high-altitude trajectories.

	•	Satellites and Space Systems. Earth-orbiting satellites, interplanetary spacecraft and related systems for communications, remote sensing, scientific and military missions, satellite subsystems and space-related technical services.

	•	Transportation Management Systems. Software-based transportation management systems for public transit agencies and private vehicle fleet operators.

Our general strategy is to develop and expand a core integrated business of space and launch systems technologies and products, focusing on the design and manufacturing of affordable lightweight rockets, small satellites and other space systems in order to establish and expand positions in niche markets that have not typically been emphasized by our larger competitors. Another part of our strategy is to seek customer contracts that will fund the development of enhancements to our existing launch vehicle and space systems product lines. As a result of our capabilities and experience in designing, developing, manufacturing and operating a broad range of small rockets and space systems, we believe we are well positioned to capitalize on the demand for small space-technology systems in missile defense, space-based military and intelligence operations, and commercial satellite communications programs, and to take advantage of government-sponsored initiatives for space-based scientific research and lunar and planetary exploration initiatives.

Orbital was incorporated in Delaware in 1987 to consolidate the assets, liabilities and operations of two entities established in 1982 and 1983.

Our executive offices are located at 21839 Atlantic Boulevard, Dulles, Virginia 20166 and our telephone number is (703) 406-5000.

Available Information

We maintain an Internet website at www.orbital.com . In addition to news and other information about our company, we make available on or through the Investor Information section of our website our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and all amendments to these reports as soon as reasonably practicable after we electronically file this material with, or furnish it to, the U.S. Securities and Exchange Commission.

At the Investor Information section of our website, we have a Corporate Governance page that includes, among other things, copies of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines and the charters for each standing committee of the Board of Directors, including the Audit and Finance Committee, the Corporate Governance and Nominating Committee and the Human Resources and Compensation Committee.

Printed copies of all of the above-referenced reports and documents may be requested by contacting our Investor Relations Department either by mail at our corporate headquarters, by telephone at (703) 406-5543 or by e-mail at investor.relations@orbital.com . All of the above-referenced reports and documents are available free of charge.

Description of Orbital’s Products and Services

Our products and services are grouped into three reportable segments that are described below: launch vehicles, satellites and space systems, and transportation management systems. Our business is not seasonal. Customers or U.S. government agencies or prime contractors that accounted for 10% or more of our consolidated revenues in 2006 were DoD, NASA, The Boeing Company (“Boeing”) and Telenor Broadcast Holding AS (“Telenor”).

Launch Vehicles. Our launch vehicles segment is involved in developing and producing interceptor launch vehicles, target launch vehicles and space launch vehicles.

Interceptor Launch Vehicles. We develop and produce rockets that are used as interceptor and target vehicles for missile defense systems, including interceptor boosters that carry “kill vehicles” designed to defend against ballistic missile attacks. Pursuant to a contract with Boeing, we are the primary supplier of operational and test interceptor boosters for the U.S. Missile Defense Agency’s (“MDA”) Ground-based Midcourse Defense (“GMD”) program, for which our interceptor boost vehicle, a modified version of our Pegasus rocket, is being used as a major operational element in the U.S. national missile defense system. We are also developing a boost vehicle for MDA’s Kinetic Energy Interceptor (“KEI”) program. During 2006, we conducted one successful GMD interceptor flight test and delivered nine GMD boost vehicles.

Target Launch Vehicles. We design and produce suborbital launch vehicles that place payloads into a variety of high-altitude trajectories, but unlike space launch vehicles, do not place payloads into orbit around the Earth. Our target launch vehicles include suborbital rockets and their principal subsystems, as well as payloads carried by such vehicles.

Various branches and agencies of the U.S. military, including MDA, use our suborbital launch vehicles as targets for defense-related applications such as ballistic missile interceptor testing and related experiments. These rockets are programmed to simulate incoming enemy missiles, offering an affordable and reliable means to test advanced missile defense systems. Our family of targets extends from long-range ballistic target launch vehicles, which include targets for testing the MDA’s GMD system, to medium- and short-range target vehicles designed to simulate threats to U.S. and allied military forces deployed in overseas theaters. We have also developed a short-range supersonic sea-skimming target that flies just above the ocean’s surface and is currently being used by the U.S. Navy.

Since 1982, we have performed a total of 136 target launch missions, including four successful missions in 2006.

Space Launch Vehicles. We develop and produce small-class launch vehicles that place satellites weighing up to 4,000 lbs. into low-Earth orbit, including the Pegasus, Taurus and Minotaur space launch vehicles that are used by commercial, civil government and military customers. Our Pegasus launch vehicle is launched from our L-1011 carrier aircraft to deploy relatively lightweight satellites into low-Earth orbit. The Taurus launch vehicle is a ground-launched derivative of the Pegasus vehicle that can carry heavier payloads to orbit. The ground-launched Minotaur launch vehicle family combines Minuteman II and Peacekeeper ballistic missile rocket motors with our Pegasus and Taurus technology. Since 1990, the Pegasus, Taurus and Minotaur rockets have performed a total of

50 launches. Pursuant to a contract with the U.S. Air Force, we are developing a new class of Minotaur rockets that can carry heavier payloads than the Taurus. In 2006, we carried out two successful Minotaur missions and one successful Pegasus mission.

Our launch vehicle technology has also been the basis for several other advanced space and suborbital programs, including supporting efforts to develop technologies that could be applied to reusable launch vehicles, space maneuvering vehicles, hypersonic aircraft and missiles, and missile defense systems.

Customers or U.S. government agencies or prime contractors that accounted for 10% or more of our launch vehicles segment revenues in 2006 were Boeing, DoD and NASA.

Satellites and Space Systems. Our satellites and space systems segment is involved in developing and producing geosynchronous-Earth orbit (“GEO”) satellites, low-Earth orbit (“LEO”) satellites and planetary (or “deep space”) spacecraft for communications, remote sensing, scientific, military and technology demonstration missions.

These product lines are:


	•	Communications Satellites. Small GEO satellites that provide cable and direct-to-home television distribution, business data network connectivity, regional mobile telephony and other space-based communications services.

	•	Science, Technology and Defense Satellites. Small- and medium-class spacecraft that are used to conduct space-related scientific research, to carry out interplanetary and other deep-space exploration missions, to demonstrate new space technologies, to collect imagery and other remotely-sensed data about the Earth and to enable national security applications.

	•	Space Technical Services. Advanced space systems, including satellite command and data handling, attitude control and structural subsystems and a broad range of space-related technical services.

Since 1982, we have built and delivered 101 satellites for various commercial and governmental customers for a wide range of communications, broadcasting, remote imaging, scientific and national security applications. In 2006, we had 14 spacecraft in various stages of design, production and/or delivery, including five LEO satellites, eight GEO satellites and one planetary spacecraft. We also develop and build human space-related systems such as cargo transportation containers for the International Space Station and Space Shuttle equipment for the Hubble Space Telescope servicing missions.

We are also a member of the industry team selected by NASA during the third quarter of 2006 to design and build the Orion space exploration system that will succeed the Space Shuttle in transporting humans to space. Our principal role is to design, develop and manufacture the launch abort system to allow the astronaut crew to escape in the event of an in-flight failure of the Orion launch vehicle.

Customers or U.S. government agencies or prime contractors that accounted for 10% or more of our satellites and space systems segment revenues in 2006 were DoD, Intelsat Corporation, MEASAT Satellite Systems Sdn Bhd, NASA and Telenor.

Transportation Management Systems. Our transportation management systems division develops and produces fleet management systems that are used primarily by metropolitan mass transit operators in the United States. We combine global positioning satellite vehicle tracking technology with terrestrial wireless communications to help transit agencies manage public bus fleets and public

works systems. Major customers for our transportation management systems include the metropolitan mass transit authorities in Los Angeles, Washington, D.C., Philadelphia, Baltimore, Denver, Phoenix, Austin, and a number of other state and municipal transit systems and private vehicle fleet operators. Internationally, we have provided a system to a mass transit service in Singapore.

Competition

We believe that competition for sales of our products and services is based primarily on performance, technical features, reliability, price, delivery schedule and customization, and we believe that we compete favorably on the basis of these factors. The table below identifies who we believe to be our primary competitors for each major product line.


Product Line		Competitors

Interceptor launch vehicles		Lockheed Martin Corporation Raytheon Company

Target launch vehicles		Lockheed Martin Corporation L-3 Communications, Inc. Space Vector Corporation, a wholly owned subsidiary of Pemco Aviation Group

Space launch vehicles		Russian and other international launch vehicles could represent competition for commercial, as opposed to U.S. government, launches Space Exploration Technologies Corp. (a potential U.S.-based competitor whose launch vehicle is still in the development phase)

Communications satellites		EADS Astrium Lockheed Martin Corporation Alcatel Alenia Space Antrix, the commercial arm of India’s Space Research Organization

Science, technology and defense satellites		Ball Aerospace and Technology Corporation Lockheed Martin Corporation General Dynamics Corporation The Boeing Company Northrop Grumman Corporation

Space technical services		Jackson and Tull Inc. Northrop Grumman Corporation Lockheed Martin Corporation Swales Aerospace, Inc.

Transportation management systems		Siemens Corporation INIT Innovations in Transportation, Inc.

we possess, will seek to provide products or services that compete with our products or services. Any such foreign competitor could benefit from subsidies from, or other protective measures by, its home country.

Research and Development

We invest in product-related research and development to conceive and develop new products and to enhance existing products. Our research and development expenses totaled approximately $9.6 million, $6.3 million and $6.3 million for the years ended December 31, 2006, 2005 and 2004, respectively. In addition, a large portion of our total new product development and enhancement programs is funded under customer contracts.

Patents

We rely, in part, on patents, trade secrets and know-how to develop and maintain our competitive position and technological advantage, particularly with respect to our launch vehicle and satellite products. We hold U.S. and foreign patents relating to the Pegasus vehicle, certain of our satellites and other systems and products. The majority of our U.S. patents relating to the Pegasus vehicle expire between 2007 and 2016 and most of our U.S. patents relating to our satellites expire beginning in 2013. We believe our results of operations would not be materially affected with the loss of any particular intellectual property right.

Components and Raw Materials

We purchase a significant percentage of our product components, structural assemblies and certain key satellite components and instruments from third parties. We also occasionally obtain from the U.S. government parts and equipment that are used in the production of our products or in the provision of our services. Generally, we have not experienced material difficulty in obtaining product components or necessary parts and equipment and we believe that alternatives to our existing sources of supply are available, although increased costs and possible delays could be incurred in securing alternative sources of supply. We rely upon sole source suppliers for rocket motors used on all our launch vehicles. While alternative sources would be available, the inability of such suppliers to provide us with motors could result in significant delays, expenses and loss of revenues.

U.S. Government Contracts

During 2006, 2005 and 2004, approximately 63%, 77% and 80%, respectively, of our total annual revenues were derived from contracts with the U.S. government and its agencies or from subcontracts with other U.S. government prime contractors. Most of our U.S. government contracts are funded incrementally on a year-to-year basis.

Our major contracts with the U.S. government primarily fall into two categories: cost-reimbursable contracts and fixed-price contracts. Approximately 87% and 13% of revenues from U.S. government contracts in 2006 were derived from cost-reimbursable contracts and fixed-price contracts, respectively. Under a cost-reimbursable contract, we recover our actual allowable costs incurred, allocable overhead costs and a fee consisting of a base amount that is fixed at the inception of the contract and/or an award amount that is based on the customer’s evaluation of our performance in terms of the criteria stated in the contract. Our fixed-price contracts include firm fixed-price and fixed-price incentive fee contracts. Under firm fixed-price contracts, work performed and products shipped are paid for at a fixed price without adjustment for actual costs incurred in connection with the contract. Therefore, we bear the risk of loss if costs increase, although some of this risk may be

passed on to subcontractors. Fixed-price incentive fee contracts provide for sharing by us and the customer of unexpected costs incurred or savings realized within specified limits, and may provide for adjustments in price depending on actual contract performance other than costs. Costs in excess of the negotiated maximum (ceiling) price and the risk of loss by reason of such excess costs are borne by us, although some of this risk may be passed on to subcontractors.

We derive a significant portion of our revenues from U.S. government contracts, which are dependent on continued political support and funding. All our U.S. government contracts and, in general, our subcontracts with other U.S. government prime contractors provide that such contracts may be terminated for convenience at any time by the U.S. government or the prime contractor, respectively. Furthermore, any of these contracts may become subject to a government-issued stop work order under which we would be required to suspend production. In the event of a termination for convenience, contractors generally are entitled to receive the purchase price for delivered items, reimbursement for allowable costs for work in process and an allowance for reasonable profit thereon or adjustment for loss if completion of performance would have resulted in a loss. For a more detailed description of risks relating to the U.S. government contract industry, see “Item 1A — Risk Factors.”

A portion of our business is classified for national security purposes by the U.S. government and cannot be specifically described. The operating results of these classified programs are included in our consolidated financial statements. The business risks associated with classified programs, as a general matter, do not differ materially from those of our other U.S. government programs and products.

Regulation

Contract Backlog

Our firm backlog was approximately $1.79 billion at December 31, 2006 and approximately $1.26 billion at December 31, 2005. While there can be no assurance, we expect to convert approximately $740 million of the 2006 year-end firm backlog into revenues during 2007.

Our firm backlog as of December 31, 2006 included approximately $1.50 billion of contracts with the U.S. government and its agencies or from subcontracts with prime contractors of the U.S. government. Most of our government contracts are funded incrementally on a year-to-year basis. Firm backlog from government contracts at December 31, 2006 included total funded orders of about $270 million and orders not yet funded of about $1.23 billion. Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could materially adversely affect our financial condition and results of operations. Furthermore, contracts with the U.S. government may be terminated or suspended by the U.S. government at any time, with or without cause. Such contract suspensions or terminations could result in unreimbursable expenses or charges or otherwise adversely affect our business.

Total backlog was approximately $3.43 billion at December 31, 2006. Total backlog includes firm backlog in addition to unexercised options, indefinite-quantity contracts and undefinitized orders and contract award selections.

Employees

As of February 26, 2007, Orbital had approximately 2,800 permanent employees. None of our employees is subject to collective bargaining agreements. We believe our employee relations are good.

* * *

Financial information about our products and services, domestic and foreign operations and export sales is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our consolidated financial statements, and is incorporated herein by reference.

Special Note Regarding Forward-Looking Statements

All statements other than those of historical facts included in this Form 10-K, including those related to our financial outlook, liquidity, goals, business strategy, projected plans and objectives of management for future operating results, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including the risks set forth below, and are based on our current expectations and projections about future events. Our actual results, performance or achievements could be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, there is a risk that these expectations will not be attained and that any deviations will be material. We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this Form 10-K to reflect any changes in our expectations or any change in events, conditions or circumstances on which any statement is based.

Item 1A. Risk Factors

Investors should carefully consider, among other factors, the risks listed below.

We derive a significant portion of our revenues from U.S. government contracts, which are dependent on continued political support and funding and are subject to termination by the U.S. government at any time.

During 2006, approximately 63% of our total annual revenues, and at December 31, 2006, approximately 84% of our firm backlog, was derived from U.S. government contracts. Most of our U.S. government contracts are funded incrementally on a year-to-year basis and are subject to uncertain future funding levels. Furthermore, our direct and indirect contracts with the U.S. government may be terminated or suspended by the U.S. government or its prime contractors at any time, with or without cause. There can be no assurance that government contracts will not be terminated or suspended in the future, or that contract suspensions or terminations will not result in unreimbursable expenses or charges or other adverse effects on our financial condition. A decline in

U.S. government support and funding for key missile defense and space programs could materially adversely affect our financial condition and results of operations.

We are also subject to laws and regulations regulating the formation, administration and performance of, and accounting for, U.S. government contracts. Failure to comply with applicable laws could result in contract termination, price or fee reductions, civil or criminal penalties, injunctions or other sanctions and/or administrative sanctions such as suspension or debarment from contracting with the U.S. government. In the second quarter of 2005, the U.S. government commenced an investigation which we believe is focused on contracting matters related to certain U.S. government launch vehicle programs. Should any such violations be alleged or found, we could face the possibility of criminal or civil penalties and/or administrative sanctions such as suspension or debarment from contracting with the U.S. government, depending on the nature of such violations. In any event, responding to this investigation involves significant expense and management attention.

Our U.S. government contracts are subject to audits that could result in a material adverse effect on our financial condition and results of operations if a material adjustment were required, or if we were assessed fines or other sanctions.

The accuracy and appropriateness of costs charged to U.S. government contracts are subject to regulation, audit and possible disallowance by the Defense Contract Audit Agency (“DCAA”) or other government agencies. Accordingly, costs billed or billable to U.S. government customers are subject to potential adjustment upon audit by such agencies. Responding to governmental audits, inquiries or investigations may involve significant expense and divert management attention. Also, an adverse finding in any such audit, inquiry or investigation could involve withholding of contract payments, fines, injunctions or other sanctions. See the immediately preceding risk factor for information with respect to a government investigation commenced in the second quarter of 2005. We believe the pending government investigation has resulted in delays by DCAA in completing certain audits and issuing certain final audit reports. This could be a factor in customers’ decisions to award us new contracts or to exercise options under existing contracts.

Termination of our backlog of orders could negatively impact our revenues.

All of our direct and indirect contracts with the U.S. government or its prime contractors may be terminated or suspended at any time, with or without cause, for the convenience of the government. Our contract with Boeing to provide interceptor boosters for MDA’s GMD program is material, and the program’s termination could have an adverse impact on our liquidity and operations. From time to time, certain of our commercial contracts have also given the customer the right to unilaterally terminate the contracts. For these reasons, we cannot assure you that our backlog will ultimately result in revenues.

We may not receive full payment for our satellites or launch services and we could incur penalties in the event of failure, malfunction or if our satellites are not delivered or our rockets are not launched on schedule.

Some of our satellite contracts provide for performance-based payments to be made to us after the satellite is in-orbit over periods that may be as long as 15 years. Additionally, some satellite contracts require us to refund cash to the customer if performance criteria, which cover periods of up to 15 years, are not satisfied. Certain launch contracts have payments contingent upon a successful launch. While our practice is generally to procure insurance policies that would indemnify us for satellite incentive fees that are not earned and for performance refund obligations, insurance may not continue to be available on economical terms, if at all. Further, we may elect not to procure

insurance. In addition, some of our satellite and launch contracts require us to pay penalties in the event that satellites are not delivered, or the launch does not occur, on a timely basis, or to refund all cash receipts if a contract is terminated for default prior to launch. Our failure to receive incentive payments, or a requirement that we refund amounts previously received or that we pay delay penalties, could adversely affect our results of operations, profitability and liquidity.

The majority of our contracts are long-term contracts, and our revenue and profit recognition under such contracts may be adversely affected to the extent that actual costs exceed estimates or that there are delays in completing such contracts.

The majority of our contracts are long-term contracts. We recognize revenues on long-term contracts using the percentage-of-completion method of accounting, whereby revenue and profit is recognized based on actual costs incurred in relation to total estimated costs to complete the contract. Revenue and profit from a particular contract may be adversely affected to the extent that estimated costs to complete increase, incentive or award fee estimates are reduced, delivery schedules are delayed or progress under a contract is otherwise impeded.

Contract cost overruns could subject us to losses and impair our liquidity.

We provide our products and services primarily through fixed-price and cost-reimbursable contracts. Cost overruns may result in losses and, if significant, could adversely impact our financial results and our liquidity:


	•	Under fixed-price contracts, our customers pay us for work performed and products shipped without adjustment for any cost overruns. Therefore, we generally bear all of the risk of losses as a result of increased costs on these contracts, although some of this risk may be passed on to subcontractors. Some of our fixed-price contracts provide for sharing of unexpected cost increases or savings realized within specified limits and may provide for adjustments in price depending on actual contract performance other than costs. We bear the entire risk of cost overruns in excess of the negotiated maximum amount of unexpected costs to be shared.

	•	Under cost-reimbursable contracts, we are reimbursed for allowable incurred costs plus a fee, which may be fixed or variable (based, in part, on the customer’s evaluation of our performance under the contract). There is no guarantee as to the amount of fee, if any, we will be awarded under a cost-reimbursable contract with a variable fee. In addition, the price on a cost-reimbursable contract is based on allowable costs incurred, but generally is subject to contract funding limitations. If we incur costs in excess of the amount funded, we may not be able to recover such costs.

Our success depends on our ability to penetrate and retain markets for our existing products and to continue to conceive, design, manufacture and market new products on a cost-effective and timely basis.

We anticipate that we will continue to incur expenses to design and develop new products. There can be no assurance that we will be able to achieve the technological advances necessary to remain competitive and profitable, that new products will be developed and manufactured on schedule or on a cost-effective basis or that our existing products will not become technologically obsolete. Our failure to predict accurately the needs of our customers and prospective customers, and to develop products or product enhancements that address those needs, may result in the loss of current customers or the inability to secure new customers. The development of new or enhanced products is a complex and uncertain process that requires the accurate anticipation of technological and market trends and can take a significant amount of time to complete. We may experience design,

manufacturing, marketing and other difficulties that could delay or prevent the development, introduction or acceptance of new products and enhancements.

There can be no assurance that our products will be successfully developed or manufactured or that they will perform as intended.

Most of the products we develop and manufacture are technologically advanced and sometimes include novel systems that must function under highly demanding operating conditions and are subject to significant technological change and innovation. From time to time, we experience product failures, cost overruns in developing and manufacturing our products, delays in delivery and other operational problems. We may experience some product and service failures, schedule delays and other problems in connection with our launch vehicles, satellites, transportation management systems and other products in the future. Some of our satellite and launch services contracts impose penalties on us for delays and for performance failures, which could be significant. In addition to any costs resulting from product warranties or required remedial action, product failures or significant delays may result in increased costs or loss of revenues due to postponement or cancellation of subsequently scheduled operations or product deliveries and claims against performance bonds. Negative publicity from product failures may also impair our ability to win new contracts.

If our key suppliers fail to perform as expected we may experience delays and cost increases, and our operating results may be impacted adversely.

We purchase a significant percentage of our product components, structural assemblies and some key satellite components and instruments from third parties. We also occasionally obtain from the U.S. government parts and equipment used in the production of our products or the provision of our services. In addition, we have a sole source for the rocket motors we use on our Pegasus and Taurus launch vehicles and the interceptor boost vehicles that we are producing for MDA under our contract with Boeing. If our subcontractors fail to perform as expected or encounter financial difficulties, we may have difficulty replacing them in a timely or cost effective manner. As a result, we may experience delays that could result in additional costs, a customer terminating our contract for default, or damage to our customer relationships, causing our revenues, profitability and cash flow to decline. In addition, negative publicity from any failure of one of our products as a result of a failure by a key supplier could damage our reputation and prevent us from winning new contracts.

Our international business is subject to risks. Political and economic instability in foreign markets may have a material adverse effect on our operating results.

For the years ended December 31, 2006, 2005 and 2004, direct sales to non-U.S. customers comprised approximately 22%, 10% and 15%, respectively, of our consolidated revenues. Further, as of December 31, 2006, approximately 10% of our firm backlog was derived from non-U.S. customers. International contracts are subject to numerous risks that may have a material adverse effect on our operating results, including:


	•	political and economic instability in foreign markets;

	•	restrictive trade policies of the U.S. government and foreign governments;

	•	inconsistent product regulation by foreign agencies or governments;

	•	imposition of product tariffs and burdens;

	•	costs of complying with a wide variety of international and U.S. export laws and regulatory requirements;


	•	inability to obtain required U.S. export licenses; and

	•	foreign currency and standby letter of credit exposure.

We operate in a regulated industry, and our inability to secure or maintain the licenses, clearances or approvals necessary to operate our business could have a material adverse effect on our financial condition and results of operations.

Our ability to pursue our business activities is regulated by various agencies and departments of the U.S. government and, in certain circumstances, the governments of other countries. Commercial space launches require licenses from the DoT, and operation of our L-1011 aircraft requires licenses from certain agencies of the DoT, including the Federal Aviation Administration. Our classified programs require that we and certain employees maintain appropriate security clearances. There can be no assurance that we will be successful in our future efforts to secure and maintain necessary licenses, clearances or regulatory approvals. Exports of our products, services and technical information generally require licenses from the DoS or from the DoC. We have a number of international customers and subcontractors. Our inability to secure or maintain any necessary licenses or approvals or significant delays in obtaining such licenses or approvals could negatively impact our ability to compete successfully in international markets, and could result in an event of default under certain of our international contracts.

We face significant competition in each of our lines of business and many of our competitors possess significantly more resources than we do.

Many of our competitors are larger and have substantially greater resources than we do. Furthermore, it is possible that other domestic or foreign companies or governments, some with greater experience in the space industry and many with greater financial resources than we possess, could seek to produce products or services that compete with our products or services, including new launch vehicles using new technology which could render our launch vehicles less competitively viable. Some of our foreign competitors currently benefit from, and others may benefit in the future from, subsidies from or other protective measures by their home countries.

Our financial covenants may restrict our operating activities.

Our senior credit facility contains certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on our ability to incur debt, make dividend payments, make investments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain acquisition transactions. In addition, failure to meet any of the financial covenants in our senior credit facility could cause an event of default under and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.

The loss of executive officers and our inability to retain other key personnel could adversely affect our operations.

Our inability to retain our executive officers and other key employees, including personnel with security clearances required for classified work and highly skilled engineers, could have a material adverse effect on our operations.

The anticipated benefits of future acquisitions may not be realized.

From time to time we may evaluate potential acquisitions that we believe would enhance our business. Were we to complete any acquisition transaction, the anticipated benefits may not be fully

realized if we are unable to successfully integrate the acquired operations, technologies and personnel into our organization.

We are subject to environmental regulations.

We are subject to various federal, state and local environmental laws and regulations relating to the operation of our business, including those governing pollution, the handling, storage and disposal of hazardous substances and the ownership and operation of real property. Such laws may result in significant liabilities and costs. There can be no assurance that compliance with or liability under such laws and regulations will not have a material adverse effect on us in the future.

Our restated certificate of incorporation, our amended and restated bylaws, our stockholder rights plan and Delaware law contain anti-takeover provisions that may adversely affect the rights of our stockholders.

Our Board of Directors has the authority to issue up to 10 million shares of our preferred stock, $0.01 par value per share, and to determine the price, rights, preferences and privileges of those shares without any further vote or action by the stockholders. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.

In addition to our ability to issue preferred stock without stockholder approval, our charter documents contain other provisions which could have an anti-takeover effect, including:


	•	our charter provides for a staggered Board of Directors as a result of which only one of the three classes of directors is elected each year;

	•	any merger, acquisition or other business combination that is not approved by our Board of Directors must be approved by 66 ² / 3 % of voting stockholders;

	•	stockholders holding less than 10% of our outstanding voting stock cannot call a special meeting of stockholders; and

	•	stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings.

In 1998, we adopted a stockholder rights plan which is intended to deter coercive or unfair takeover tactics. Under the rights plan, a preferred share purchase right, which is attached to each share of our common stock, generally will be triggered upon the acquisition, or actions that would result in the acquisition, of 15% or more of our common stock by any person or group. If triggered, these rights would entitle our stockholders (other than the acquirer) to purchase, for the exercise price, shares of Orbital’s common stock having a market value of two times the exercise price. The exercise price, which is subject to certain adjustments, is $210 per right. The stock purchase rights would cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our Board of Directors.

In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which restrict the ability of current stockholders holding more than 15% of our voting shares to acquire us without the approval of 66 ² / 3 % of the other stockholders. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making tender offers for our

common stock. As a result, these provisions may prevent our stock price from increasing substantially in response to actual or rumored takeover attempts. These provisions may also prevent changes in our management.

The repurchase rights in our 2.4375% convertible senior subordinated notes triggered by a fundamental change could discourage a potential acquirer.

The repurchase rights in our 2.4375% convertible senior subordinated notes triggered by a fundamental change of our company could discourage a potential acquirer. The term “fundamental change” is limited to specified transactions and may not include other events that might adversely affect our financial condition or business operations.

Conversion of our 2.4375% convertible senior subordinated notes may dilute the ownership interest of existing stockholders.

Upon conversion of our 2.4375% convertible senior subordinated notes, we will deliver cash equal to the lesser of the aggregate principal amount of the notes to be converted and their conversion value, and common stock or cash in respect of the excess, if any, of conversion value over principal return. If we issue common stock upon conversion of the notes, the conversion of some or all of the notes will dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could depress the price of our common stock.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We lease approximately 950,000 square feet of office, engineering and manufacturing space in various locations in the United States, as summarized in the table below:


Business Unit		Principal Location(s)

Corporate Headquarters		Dulles, Virginia
Launch Vehicles		Chandler, Arizona; Dulles, Virginia; Vandenberg Air Force Base, California
Satellites and Space Systems		Dulles, Virginia; Greenbelt, Maryland
Transportation Management Systems		Columbia, Maryland

We also own a 125,000 square foot state-of-the-art space systems manufacturing facility that primarily houses our satellite manufacturing, assembly and testing activities in Dulles, Virginia. We are constructing a 10,000 square foot expansion of this facility, which is expected to be completed in the spring of 2007.

We believe that our existing engineering and manufacturing facilities, together with this expansion, are adequate for our requirements for the foreseeable future. We utilize substantially all of our office space and we are currently seeking to lease additional office space which we believe will be available at commercially reasonable rates.

Item 3. Legal Proceedings

On May 26, 2005, the United States Attorney’s Office for the District of Arizona commenced an investigation which we believe is focused on contracting matters related to certain U.S. government launch vehicle programs. We are cooperating fully with U.S. government authorities in connection with this investigation, and management strongly supports and is committed to the U.S. government’s procurement integrity processes. We cannot predict whether the government ultimately will conclude that there have been violations by us of any federal contracting laws, policies or procedures, or any other applicable laws. Should any such violations be alleged or found, we could face the possibility of criminal, civil and/or administrative penalties depending on the nature of such violations. We believe the pending government investigation has resulted in delays by DCAA in completing certain audits and issuing certain final audit reports. This could be a factor in customers’ decisions to award us new contracts or to exercise options under existing contracts.

On January 9, 2007, Shirley Olsen and Chris Larson, who allege that they are shareholders of Orbital, filed substantially identical derivative complaints in the Circuit Court for Loudoun County, Virginia, against our current directors, former directors and certain former executive officers. The derivative complaints, which will be consolidated, claim, among other things, breach of fiduciary duty in connection with certain of our historical stock option grants and insider trading, and they seek unspecified damages, equitable relief and an award of attorneys’ fees. We currently intend to seek dismissal of the actions.

We also are party to certain litigation or proceedings arising in the ordinary course of business. In the opinion of management, the probability is remote that the outcome of any such litigation or proceedings will have a material adverse effect on our results of operations or financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

There was no matter submitted to a vote of our security holders during the fourth quarter of 2006.

Item 4A. Executive Officers of the Registrant

The following table sets forth the name, age and position of each of the executive officers of Orbital as of February 26, 2007. All executive officers are elected annually and serve at the discretion of the Board of Directors.


Name	Age		Position

David W. Thompson		52	Chairman of the Board and Chief Executive Officer
James R. Thompson		70	Vice Chairman, President and Chief Operating Officer, Director
Garrett E. Pierce		62	Vice Chairman and Chief Financial Officer, Director
Ronald J. Grabe		61	Executive Vice President and General Manager, Launch Systems Group
Carl A. Marchetto		51	Executive Vice President and General Manager, Space Systems Group
Antonio L. Elias		57	Executive Vice President and General Manager, Advanced Programs Group
Susan Herlick		42	Senior Vice President, General Counsel and Corporate Secretary

David W. Thompson is a co-founder of Orbital and has been Chairman of the Board and Chief Executive Officer of Orbital since 1982. From 1982 until October 1999, he also served as our President. Prior to founding Orbital, Mr. Thompson was employed by Hughes Electronics Corporation as special assistant to the President of its Missile Systems Group and by NASA at the Marshall Space Flight Center as a project manager and engineer, and also worked on the Space Shuttle’s autopilot design at the Charles Stark Draper Laboratory. Mr. Thompson is a Fellow of the American Institute of Aeronautics and Astronautics, the American Astronautical Society and the Royal Aeronautical Society, and is a member of the U.S. National Academy of Engineering.

James R. Thompson (who is not related to David W. Thompson), has been Vice Chairman, President and Chief Operating Officer since April 2002, and was President and Chief Operating Officer since October 1999. He has been a director of the Company since 1992. He was Acting General Manager of our Transportation Management Systems Group from 2001 until August 2003. From 1993 until October 1999, Mr. Thompson served as Executive Vice President and General Manager, Launch Systems Group. Mr. Thompson was Executive Vice President and Chief Technical Officer of Orbital from 1991 to 1993. He was Deputy Administrator of NASA from 1989 to 1991. From 1986 until 1989, Mr. Thompson was Director of the Marshall Space Flight Center at NASA. Mr. Thompson was Deputy Director for Technical Operations at Princeton University’s Plasma Physics Laboratory from 1983 through 1986. Before that, he had a 20-year career with NASA at the Marshall Space Flight Center.

Garrett E. Pierce has been Vice Chairman and Chief Financial Officer since April 2002, and was Executive Vice President and Chief Financial Officer since August 2000. He has been a director of the Company since August 2000. From 1996 until August 2000 , he was Executive Vice President and Chief Financial Officer of Sensormatic Electronics Corp., a supplier of electronic security systems, where he was also named Chief Administrative Officer in July 1998. Prior to joining Sensormatic, Mr. Pierce was the Executive Vice President and Chief Financial Officer of California Microwave, Inc., a supplier of microwave, radio frequency and satellite systems and products for communications and wireless networks. From 1980 to 1993, Mr. Pierce was with Materials Research Corporation, a provider of thin film equipment and high purity materials to the semiconductor, telecommunications and media storage industries, where he progressed from Chief Financial Officer to President and Chief Executive Officer. Materials Research Corporation was acquired by Sony Corporation as a wholly owned subsidiary in 1989. From 1972 to 1980, Mr. Pierce held various management positions with The Signal Companies. Mr. Pierce is a director of Kulicke and Soffa Industries, Inc.

Ronald J. Grabe has been Executive Vice President and General Manager, Launch Systems Group since 1999. From 1996 to 1999, he was Senior Vice President and Assistant General Manager of the Launch Systems Group, and Senior Vice President of the Launch Systems Group since 1995. From 1994 to 1995, Mr. Grabe served as Vice President for Business Development in the Launch Systems Group. From 1980 to 1993, Mr. Grabe was a NASA astronaut during which time he flew four Space Shuttle missions and was lead astronaut for development of the International Space Station.

Carl A. Marchetto has been Executive Vice President and General Manager, Space Systems Group since September 2006. From 1996 to January 2006, he held several executive positions with Eastman Kodak Company, including Chief Operating Officer of the Digital and Film Imaging Systems business unit and President of the Commercial Imaging Group. Mr. Marchetto held various positions in the Astro Space Division of Lockheed Martin Corporation from 1990 to 1996. From

1979 to 1990, Mr. Marchetto was employed by the Jet Propulsion Laboratory as a manager of the Actuators and Inertial Sensors Group.

Antonio L. Elias has been Executive Vice President and General Manager, Advanced Programs Group since October 2001, and was Senior Vice President and General Manager, Advanced Programs Group since August 1997. From January 1996 until August 1997, Dr. Elias served as Senior Vice President and Chief Technical Officer of Orbital. From May 1993 through December 1995, he was Senior Vice President for Advanced Projects, and was Senior Vice President, Space Systems Division from 1990 to April 1993. He was Vice President, Engineering of Orbital from 1989 to 1990 and was Chief Engineer from 1986 to 1989. From 1980 to 1986, Dr. Elias was an Assistant Professor of Aeronautics and Astronautics at Massachusetts Institute of Technology. He was elected to the National Academy of Engineering in 2001.

Susan Herlick has been Senior Vice President, General Counsel and Corporate Secretary since January 2006 and served as Vice President and Deputy General Counsel from 2003 to 2005. From 1997 to 2002, she was Vice President and Assistant General Counsel. She joined Orbital as Assistant General Counsel in 1995. Prior to that, she was an attorney at the law firm of Hogan & Hartson LLP.

PART II


Item 5.	*Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities*

On February 26, 2007, there were 2,300 Orbital common stockholders of record.

Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol ORB. The range of high and low sales prices of Orbital common stock, as reported on the NYSE, was as follows:


2006	High		Low

4th Quarter	$	20.04	$	17.71
3rd Quarter	$	19.93	$	15.54
2nd Quarter	$	16.14	$	14.23
1st Quarter	$	16.06	$	12.77


2005	High		Low

4th Quarter	$	13.22	$	11.07
3rd Quarter	$	12.50	$	10.04
2nd Quarter	$	10.62	$	9.09
1st Quarter	$	11.47	$	9.48

We have never paid any cash dividends on our common stock, nor do we anticipate paying cash dividends on our common stock at any time in the foreseeable future. Moreover, our senior credit facility contains covenants limiting our ability to pay cash dividends. For a discussion of these limitations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

The transfer agent for our common stock is:


	Computershare Trust Company, N.A.
	P.O. Box 43010
	Providence, RI 02940
	Telephone: (800) 730-4001
	www.computershare.com


	The following table sets forth information regarding our repurchase of common stock during, and as of, the quarter ended December 31, 2006.


					Total Number		Maximum Number
					of Shares		(or Approximate
					Purchased as		Dollar Value) of
	Total				Part of Publicly		Shares That May
	Number of		Average		Announced		Yet Be Purchased
	Shares		Price Paid		Plans or		Under the Plans
Period	Purchased ⁽¹⁾		Per Share		Programs ⁽¹⁾		or Programs ⁽²⁾

October 1, 2006 to October 31, 2006		—		—		—	$	45,358,202
November 1, 2006 to November 30, 2006		—		—		—	$	45,358,202
December 1, 2006 to December 31, 2006		2,655,300	$	18.83		2,655,300	$	45,358,202

Total		2,655,300	$	18.83		2,655,300	$	45,358,202


(1)	In December 2006, we repurchased approximately $50 million of shares of our common stock using the net proceeds from the sale of our 2.4375% convertible senior subordinated notes due 2027, together with cash on hand. For more information regarding this transaction, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(2)	On April 28, 2006, we announced the company’s plan, subject to certain conditions, to repurchase up to $50 million of outstanding debt and equity securities, including our common stock, up through April 27, 2007. We did not repurchase any shares pursuant to this plan during the fourth quarter of 2006.

The following graph compares the yearly cumulative total return on the company’s common stock against the cumulative total return on the S&P 500 Index and the Dow-Jones Aerospace/ Defense Index for the five-year period commencing on December 31, 2001 and ending on December 31, 2006.



	2001		2002		2003		2004		2005		2006

S&P 500 Index		100.000		76.634		96.850		105.561		108.728		123.537

Dow-Jones Aero/Defense Index		100.000		95.790		115.922		134.973		155.772		192.529

Orbital Stock $100 Value		100.000		102.179		291.041		286.441		310.896		446.489


Item 6.	*Selected Financial Data*

Selected Consolidated Financial Data

The selected consolidated financial data presented below for the years ended December 31, 2006, 2005, 2004, 2003, and 2002 are derived from our audited consolidated financial statements. The selected consolidated financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this Form 10-K.


		Years Ended December 31,

		2006			2005			2004 ⁽¹⁾			2003 ⁽²⁾			2002

		(In thousands, except per share data)
Operating Data:
	Revenues	$	802,761		$	703,450		$	675,935		$	581,500		$	551,642
	Costs of goods sold		644,370			578,764			566,787			477,273			460,231

	Gross profit		158,391			124,686			109,148			104,227			91,411
	Operating expenses		90,471			72,229			54,681			69,062			62,536

	Income from operations		67,920			52,457			54,467			35,165			28,875
	Gain on reversal of allocated losses of affiliate		—			—			—			40,586			—
	Debt extinguishment expense		(10,388	)		—			(2,099	)		(38,836	)		—
	Interest expense		(12,272	)		(11,746	)		(11,386	)		(18,683	)		(17,450	)
	Interest income and other		13,773			4,576			2,290			1,347			2,361

	Income before taxes		59,033			45,287			43,272			19,579			13,786
	Income tax (provision) benefit		(24,149	)		(17,438	)		157,863			265			(265	)

	Income from continuing operations		34,884			27,849			201,135			19,844			13,521
	Income from discontinued operations		—			—			—			—			875
	Cumulative effect of change in accounting		—			—			—			—			(13,795	)

	Net income	$	34,884		$	27,849		$	201,135		$	19,844		$	601

Basic Income Per Share:
	Income from continuing operations	$	0.60		$	0.51		$	4.05		$	0.42		$	0.30
	Income from discontinued operations		—			—			—			—			0.02
	Cumulative effect of change in accounting		—			—			—			—			(0.31	)

	Net income	$	0.60		$	0.51		$	4.05		$	0.42		$	0.01

	Shares used in computing basic per share amounts		58,118			54,804			49,658			46,718			43,908
Diluted Income Per Share:
	Income from continuing operations	$	0.56		$	0.45		$	3.10		$	0.34		$	0.30
	Income from discontinued operations		—			—			—			—			0.02
	Cumulative effect of change in accounting		—			—			—			—			(0.31	)

	Net income	$	0.56		$	0.45		$	3.10		$	0.34		$	0.01

	Shares used in computing diluted per share amounts		62,627			62,386			64,981			58,181			44,937
Statement of Cash Flow Data:
	Cash flow from operating activities	$	100,494		$	74,696		$	66,998		$	46,474		$	(29,848	)
	Cash flow from investing activities		(20,077	)		(13,615	)		(3,399	)		(15,594	)		(14,341	)
	Cash flow from financing activities		(39,515	)		(27,736	)		1,005			(13,420	)		24,414
Balance Sheet Data:
	Cash, cash equivalents and restricted cash	$	205,735		$	165,143		$	133,819		$	80,158		$	53,741
	Net working capital		243,808			205,977			186,361			115,189			92,350
	Total assets		744,494			670,377			665,244			439,300			416,310
	Short-term borrowings		551			76			161			297			1,854
	Long-term obligations, net		143,750			126,459			128,375			137,116			114,833
	Stockholders’ equity		394,319			397,321			395,598			166,877			134,568


(1)	Operating income in 2004 included a $2.5 million gain recorded as a credit to settlement expense. The income tax benefit in 2004 included a $158.5 million benefit resulting from the December 31, 2004 reversal of substantially all of the company’s deferred income tax valuation allowance.
(2)	Operating income in 2003 included $3.9 million in net settlement expenses.


Item 7.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

Overview

With the exception of historical information, the matters discussed within this Item 7 and elsewhere in this Form 10-K include forward-looking statements that involve risks and uncertainties, many of which are beyond our control. Readers should be cautioned that a number of important factors, including those identified above in “Item 1 — Special Note Regarding Forward-Looking Statements” and “Item 1A — Risk Factors” may affect actual results and may cause actual results to differ materially from those anticipated or expected in any forward-looking statement. Historical results of operations may not be indicative of future operating results.

We develop and manufacture small rockets and space systems for commercial, military and civil government customers. Our primary products are satellites and launch vehicles, including low Earth-orbit, geosynchronous Earth-orbit and planetary spacecraft for communications, remote sensing, scientific and defense missions; ground- and air-launched rockets that deliver satellites into orbit; and missile defense systems that are used as interceptor and target vehicles. We also offer space-related technical services to government agencies and develop and build software-based transportation management systems for public transit agencies and private vehicle fleet operators.

Critical Accounting Policies and Significant Estimates

The preparation of consolidated financial statements requires management to make judgments based upon estimates and assumptions that are inherently uncertain. Such judgments affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management continuously evaluates its estimates and assumptions, including those related to long-term contracts and incentives, inventories, long-lived assets, warranty obligations, income taxes, contingencies and litigation, and the carrying values of assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, and such differences may be material.

The following is a summary of the most critical accounting policies used in the preparation of our consolidated financial statements.


	•	Our revenue is derived primarily from long-term contracts. Revenues on cost-reimbursable contracts are recognized to the extent of costs incurred plus a proportionate amount of fee earned. Revenues on long-term fixed-price contracts are generally recognized using the percentage-of -completion method of accounting. Such revenues are recorded based on the percentage that costs incurred to date bear to the most recent estimates of total costs to complete each contract. Estimating future costs and, therefore, revenues and profits, is a process requiring a high degree of management judgment, including management’s assumptions regarding our future operations as well as general economic conditions. In the event of a change in total estimated contract cost or profit, the cumulative effect of such change is recorded in the period the change in estimate occurs. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be adversely affected to the extent that estimated cost to complete or incentive or award fee estimates are revised, delivery schedules are delayed or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and gross profits from period to period can fluctuate significantly. In the event cost estimates indicate a loss on a contract, the total amount of such loss, excluding general and administrative expense, is recorded in the period in which the loss is first estimated.


	Certain contracts include provisions for increased or decreased revenue and profit based on performance against established targets. Incentive and award fees are included in estimated contract revenue at the time the amounts can be reasonably determined and are reasonably assured based upon historical experience and other objective criteria. If performance under such contracts were to differ from previous assumptions, current period revenues and profits would be adjusted and could therefore fluctuate significantly.

	As of December 31, 2006, unbilled receivables included $16.4 million of incentive fees on certain satellite contracts that become due incrementally over periods of up to 15 years, subject to the achievement of performance criteria. Additionally, some satellite contracts require us to refund cash to the customer if performance criteria, which cover periods of up to 15 years, are not satisfied and, as of December 31, 2006, up to $37.2 million of revenues recognized under such contracts could be reversed if satellite performance criteria were not met. We generally procure insurance policies that would indemnify us for satellite incentive fees that are not earned and for performance refund obligations.


	•	Inventory is stated at the lower of cost or estimated market value. Cost is determined on an average cost or specific identification basis. Estimated market value is determined based on assumptions about future demand and market conditions. If actual market conditions were less favorable than those previously projected by management, inventory write-downs could be required.

	•	We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We record valuation allowances to reduce net deferred tax assets to the amount considered more likely than not to be realized. Changes in estimates of future taxable income can materially change the amount of such valuation allowances.

	•	Prior to January 1, 2006, we accounted for stock-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Under this method, no compensation expense was recognized as long as the exercise price equaled or exceeded the market price of the underlying stock on the measurement date of the grant. We also followed the disclosure requirements of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation.”

As of January 1, 2006, we adopted SFAS No. 123R, “Share-Based Payment,” using (1) the modified prospective method, which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation expense over the service period for awards expected to vest, and (2) the short-cut method to determine the pool of windfall tax benefits. We use the tax law ordering method as our policy for intra-period tax allocation related to the tax attributes of stock-based compensation. During 2006, we recorded $0.8 million of compensation expense under SFAS No. 123R attributable to stock options. The adoption of SFAS No. 123R did not have a material impact on our consolidated financial statements.

The fair value of our restricted stock unit grants is determined based on the quoted price of our common stock on the date of grant, and the fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with our valuation techniques previously utilized for options in footnote disclosures required under SFAS No. 123. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of stock awards that will ultimately vest requires significant judgment. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results, and future changes in estimates, may differ substantially from current estimates.

Consolidated Results of Operations for the Years Ended December 31, 2006, 2005 and 2004


	*2006 Compared With 2005*

Revenues — Our consolidated revenues were $802.8 million in 2006, a 14% increase compared to $703.5 million in 2005. This increase was driven primarily by $110.3 million revenue growth in our satellites and space systems segment and $11.2 million growth in our transportation management systems segment, offset partially by a $24.8 million decrease in our launch vehicles segment. The satellites and space systems segment growth was driven by significantly higher revenues in the communications satellites product line related to progress on several satellite contracts awarded in 2005. The transportation management systems segment growth was largely driven by work on several new contracts started in 2005 and early 2006. Launch vehicles segment revenues decreased due to lower revenues from the interceptor launch vehicles and the target launch vehicles product lines, partially offset by higher revenues from the space launch vehicles product line. See “Segment Results” below for further details about how 2006 revenues compared to 2005 results.

Gross Profit — Our consolidated gross profit was $158.4 million in 2006, a 27% increase compared to $124.7 million in 2005. Gross profit is affected by a number of factors, including the mix of contract types and costs incurred thereon in relation to revenues recognized. Such costs include the costs of personnel, materials, subcontracts and overhead.

The gross profit increase in 2006 as compared to 2005 was due to a $30.4 million, or 61%, increase in our satellites and space systems segment, a $2.4 million, or 39%, increase in our transportation management systems segment and a $0.9 million, or 1%, increase in our launch vehicles segment.

The increase in gross profit in our satellites and space systems segment was principally due to higher revenues, driven by an increased level of contract activity in 2006, and significantly improved contract profitability in the communications satellites product line resulting from net cost reductions and favorable contract adjustments. The increase in our transportation management systems segment was largely attributable to the increase in revenues. Although launch vehicles revenues decreased, the segment’s gross profit increased marginally due to the segment’s overall operating margin improvement and cost growth on certain contracts in 2005 that did not recur in 2006.

Research and Development Expenses — Research and development expenses are comprised of our self-funded product research and development activities and exclude direct customer-funded development activities. Our research and development expenses relate primarily to the development of improved launch vehicles and satellites.

Research and development expenses were $9.6 million, or 1% of revenues, in 2006 compared to $6.3 million, or 1% of revenues, in 2005. The increase in research and development expenses primarily related to communications satellites and launch vehicle control systems.

Selling, General and Administrative Expenses — Selling, general and administrative expenses were $80.8 million, or 10% of revenues, and $65.9 million, or 9% of revenues, in 2006 and 2005, respectively. Selling, general and administrative expenses include the costs of our finance, legal, administrative and general management functions, as well as bid, proposal and marketing costs. The increase in selling, general and administrative expenses was primarily due to increased stock-based compensation expenses that were recorded in 2006, as discussed below, along with increased bid, proposal and marketing expenses and higher professional fees. Bid, proposal and marketing expenses increased $5.0 million primarily due to our pursuit of new programs in the satellites and space systems segment. The increase in professional expenses was primarily due to $2.6 million of fees incurred in connection with a review of stock-based compensation grants and procedures that was completed in 2006.

In 2006, our stock-based compensation expense increased to $8.0 million, compared to $2.2 million in 2005, due to restricted stock units granted in 2005 and 2006. The majority of these costs are reported in selling, general and administrative expenses and the remainder are reported in cost of goods sold. As of December 31, 2006, there was $11.7 million of unrecognized compensation expense related to unvested restricted stock awards, which is expected to be recognized over a weighted-average period of 1.35 years.

Interest Expense — Interest expense was $12.3 million and $11.7 million in 2006 and 2005, respectively. Interest expense in 2006 remained relatively consistent with interest expense in 2005 primarily as a result of our unchanged fixed-rate debt balance during the majority of 2006.

Interest Income and Other — Interest income and other was $13.8 million and $4.6 million in 2006 and 2005, respectively, consisting primarily of interest income of $11.7 million and $5.1 million in 2006 and 2005, respectively. Interest income increased primarily as a result of higher interest rates and higher short-term invested cash balances. Other income in 2006 included a $1.6 million gain from the liquidation of an investment written off in 1999.

Debt Extinguishment Expense — During 2006, we recorded $10.4 million of debt extinguishment expenses associated with the repurchase of substantially all of our 9% senior notes as further described in “Liquidity and Capital Resources.” The debt extinguishment expenses consisted of $2.5 million in accelerated amortization of debt issuance costs and $7.9 million in prepayment premiums and other expenses.

Income Taxes — We recorded $24.1 million and $17.4 million of income tax expense in 2006 and 2005, respectively, reflecting an annualized effective income tax rate of 40.9% and 38.5%, respectively. The increase in our effective income tax rate was primarily related to higher state income tax expense. Our cash income tax payments, which primarily relate to alternative minimum tax (“AMT”), are currently approximately 2% of pretax income primarily due to the utilization of net operating loss carryforwards that substantially offset taxable income.

Net Income — Our consolidated net income was $34.9 million and $27.8 million, or $0.56 and $0.45 diluted net income per share, in 2006 and 2005, respectively. The increase in net income in 2006 was due to a $13.7 million increase in pretax income, partially offset by a $6.7 million increase in our income tax provision.


	*2005 Compared With 2004*

Revenues — Our consolidated revenues were $703.5 million in 2005, a 4% increase compared to $675.9 million in 2004. This increase was driven primarily by $12.0 million revenue growth in our launch vehicles segment and $16.9 million growth in our satellites and space systems segment, offset

partially by a $2.6 million decrease in our transportation management systems segment. The launch vehicles segment growth was driven by higher revenues in the interceptor launch vehicles and target launch vehicles product lines, partially offset by lower revenues in the space launch vehicles product line. The satellites and space systems segment growth was driven by significantly higher revenues in the communications satellites product line, offset partially by lower revenues from science, technology and defense satellite contracts and space technical services. Transportation management systems segment revenues decreased due to the completion or near-completion of certain contracts.

Gross Profit — Our consolidated gross profit was $124.7 million in 2005, a 14% increase compared to $109.1 million in 2004. Gross profit is affected by a number of factors, including the mix of contract types and costs incurred thereon in relation to revenues recognized. Such costs include the costs of personnel, materials, subcontracts and overhead.

The gross profit increase in 2005, as compared to 2004, was due to a $12.3 million, or 22%, increase in our launch vehicles segment, a $2.2 million, or 5%, increase in our satellites and space systems segment and a $1.1 million, or 20%, increase in our transportation management systems segment.

The increase in gross profit in our launch vehicles segment was primarily attributable to a higher profit from the interceptor launch vehicles product line due to increased activity levels in 2005 and cost growth on Taurus and Pegasus rocket contracts recorded in 2004 that did not recur in 2005. These increases were partially offset by cost growth on certain contracts in 2005.

The increase in gross profit in our satellites and space systems segment was largely due to $2.7 million of revenue and profit recorded in the second quarter of 2005 related to satellite acceptance and incentive fees received from a customer and former affiliate. Although revenues were higher in our satellites and space systems segment, profit was lower in 2005 due to significant cost growth on our communication satellites contracts.

The increase in our transportation management systems segment was largely attributable to improved profitability on certain transportation management systems contracts.

Research and Development Expenses — Research and development expenses are comprised of our self-funded product research and development activities and exclude direct customer-funded development activities. Research and development expenses were $6.3 million, or 0.9% of revenues, in both 2005 and 2004. These expenses related primarily to the development of improved launch vehicles and satellites.

Selling, General and Administrative Expenses — Selling, general and administrative expenses were $65.9 million, or 9.4% of revenues, and $50.9 million, or 7.5% of revenues, in 2005 and 2004, respectively. Selling, general and administrative expenses include the costs of our finance, legal, administrative and general management functions, as well as bid, proposal and marketing costs. The increase in selling, general and administrative expenses was driven by increases in bid, proposal and marketing costs, higher legal fees and expenses and increased personnel-related costs. The increase in bid, proposal and marketing costs was driven by satellite and launch vehicle proposal efforts in 2005. Legal fees and expenses related to the U.S. government investigation initiated in 2005 and described more fully in Note 6 to the consolidated financial statements totaled approximately $2.2 million in 2005. Personnel-related costs increased largely due to higher staff levels and, in part, due to the amortization of stock-based compensation granted in 2005.

Settlement Expense — In 2004, we recorded a $2.5 million gain as a credit to settlement expense in connection with the sale of senior subordinated notes which we had received in 2003 from a former affiliate.

Interest Expense — Interest expense was $11.7 million and $11.4 million in 2005 and 2004, respectively. Interest expense in 2005 remained relatively consistent with interest expense in 2004 primarily as a result of our unchanged fixed-rate debt balance during 2005.

Interest Income and Other — Interest income and other was $4.6 million and $2.3 million in 2005 and 2004, respectively, consisting primarily of interest income of $5.1 million and $2.0 million in 2005 and 2004, respectively. Interest income increased primarily as a result of higher interest rates and higher short-term invested cash balances.

Debt Extinguishment Expense — During 2004, we recorded $2.1 million of debt extinguishment expenses associated with repurchases of a portion of our 9% senior notes and the replacement of our bank credit agreement as further described in “Liquidity and Capital Resources.”

Income Taxes — In the fourth quarter of 2004, we reversed substantially all of our deferred tax valuation allowance due to our assessment that substantially all of our deferred tax assets are more likely than not realizable. This resulted in our recording significantly higher income tax expense beginning in 2005, nearly all of which is offset by net operating loss carryforwards and other deferred tax assets, resulting in minimal cash tax payments which primarily relate to AMT.

We recorded $17.4 million of income tax expense in 2005, reflecting an annualized effective income tax rate of 38.5%. The $157.9 million net income tax benefit recorded in 2004 was comprised of (i) $158.5 million in deferred tax benefit in connection with the reversal of the valuation allowance discussed above and (ii) a $0.6 million current provision for 2004 AMT and state tax obligations.

Net Income — Our consolidated net income was $27.8 million and $201.1 million, or $0.45 and $3.10 diluted earnings per share, in 2005 and 2004, respectively. The decrease in net income in 2005 was due to a $2.0 million increase in pretax income, offset by the impact of the $157.9 million net income tax benefit in 2004 compared to the $17.4 million income tax expense in 2005.

Segment Results

Our products and services are grouped into three reportable segments: (i) launch vehicles; (ii) satellites and space systems; and (iii) transportation management systems. Corporate office transactions that have not been attributed to a particular segment, as well as consolidating eliminations and adjustments, are reported in corporate and other.

The following table summarizes revenues and income from operations for our reportable business segments and corporate and other (in thousands) :


	Years Ended December 31,

	2006			2005			2004

*Revenues*
Launch Vehicles	$	310,483		$	335,315		$	323,287
Satellites and Space Systems		458,865			348,579			331,726
Transportation Management Systems		37,711			26,532			29,135
Corporate and Other		(4,298	)		(6,976	)		(8,213	)

Total	$	802,761		$	703,450		$	675,935

*Income (Loss) from Operations*
Launch Vehicles	$	33,685		$	35,444		$	30,103
Satellites and Space Systems		31,934			16,015			21,439
Transportation Management Systems		2,525			1,494			1,243
Corporate and Other		(224	)		(496	)		1,682

Total	$	67,920		$	52,457		$	54,467


	*2006 Compared With 2005*

Launch Vehicles — Launch vehicles segment revenues decreased 7% primarily due to a $13.5 million revenue decrease in our interceptor launch vehicles product line and a $19.3 million revenue decrease in our target launch vehicles product line, partially offset by a $7.1 million revenue increase in our space launch vehicles product line. In our interceptor launch vehicles product line, we are developing and manufacturing interceptor boosters designed to defend against ballistic missile attacks, including the midcourse-phase Orbital Boost Vehicle (“OBV”) for the ground based missile defense program and the boost-phase Kinetic Energy Interceptor (“KEI”) program directed by the U.S. Missile Defense Agency. Revenues from the interceptor launch vehicles product line decreased primarily due to a customer-directed reduction in activity on our OBV program, offset partially by increased activity on our KEI program due to ramp up of the development efforts on a demonstration vehicle test scheduled for late 2008. Interceptor launch vehicles accounted for 58% and 57% of total launch vehicles segment revenues in 2006 and 2005, respectively. Target launch vehicle revenues decreased in 2006 as compared to 2005 primarily due to a reduction in activity on certain target launch vehicle programs in 2006, partially offset by higher revenue on the Supersonic Sea Skimming Target program for the U.S. Navy due to transition from development into low rate initial production. Space launch vehicle revenues increased primarily due to higher levels of activity on Taurus and Minotaur programs offset by a reduction in Pegasus program activity. The Taurus program ramped up in 2006 in anticipation of future launches, and in the second quarter of 2006, we received and began work on an order for two Minotaur vehicles. Pegasus program activity declined primarily due to customer-directed delays in launch schedules.

Operating income in the launch vehicles segment decreased 5% for 2006. Operating income from interceptor launch vehicles continued to be the largest contributor to this segment’s operating income, with $20.6 million and $24.3 million of operating profit in 2006 and 2005, respectively, or 61% and 69%, respectively, of total operating income in this segment. The decrease in interceptor launch vehicle operating income was due to the previously mentioned reduction in revenues and

program activity in this product line and to slightly lower contract fee accrual estimates in 2006. Operating income from space launch vehicles increased consistent with the product line’s revenue increase and improved cost performance on contracts. Operating income from our target launch vehicle product line increased marginally despite lower product line revenues, primarily due to cost growth that impacted several contracts in 2005. The launch vehicles segment’s operating margin (as a percentage of revenues) improved to 10.8% in 2006, compared to 10.6% in 2005. This margin increase was due to improved space launch vehicle and target launch vehicle margins due to improved program performance resulting from higher incentive fees, cost control initiatives and continued implementation of lean manufacturing techniques.

Satellites and Space Systems — Satellites and space systems segment revenues increased 32% primarily as a result of a $119.0 million increase in communications satellites product line revenues related to substantial progress on several new satellite contracts awarded in 2005. There were six commercial communications satellites in various stages of completion throughout 2006 as compared to four in various stages of completion throughout 2005. Communications satellites revenues accounted for 53% and 36% of total segment revenues in 2006 and 2005, respectively. These increases were partially offset by a $7.6 million decrease in our science, technology and defense satellite product line largely due to a reduction in contract activity on a satellite that was launched in the second quarter of 2006.

Operating income in the satellites and space systems segment increased 99% primarily due to the significant growth in revenues and contract activity in our communications satellites product line in addition to net cost reductions and favorable contract adjustments in 2006. In addition, operating income in our science, technology and defense satellites product line increased despite the reduction in revenues largely due to a favorable contract adjustment after the successful launch of a satellite in the second quarter of 2006. This segment’s operating margin (as a percentage of revenues) improved to 7.0% in 2006, compared to 4.6% in 2005. This margin increase was primarily due to cost reductions and related operating performance improvements in the communications satellites product line.

Transportation Management Systems — Transportation management systems segment revenues increased 42% in 2006 compared to 2005 largely driven by work on several new contracts started in 2005 and early 2006. Three projects in California, Maryland and Washington accounted for approximately $15.8 million of revenue growth. These increases were partially offset by a $4.4 million reduction in revenues recognized on a project in Singapore due to a reduction in activity as the contract was substantially completed at the end of 2006.

Operating income increased 69% in 2006 compared to 2005 primarily due to the new contracts discussed above. This segment’s operating margin (as a percentage of revenues) improved to 6.7% in 2006, compared to 5.6% in 2005 due to improved operating performance on contracts started in 2005 and early 2006.

Corporate and Other — Corporate and other revenues are comprised solely of the elimination of intercompany revenues. Corporate and other loss from operations is comprised solely of transactions that have not been attributed to a particular segment.


	*2005 Compared With 2004*

Launch Vehicles — Launch vehicles segment revenues increased 4% primarily due to a $15.8 million revenue increase from our interceptor launch vehicles product line and a $5.6 million revenue increase from our target launch vehicles product line, partially offset by a $9.8 million revenue decrease in our space launch vehicles product line. The interceptor launch vehicles product

line accounted for $192.2 million and $176.3 million in revenues, or 57% and 55% of total segment revenues in 2005 and 2004, respectively. Revenues in our target launch vehicles product line increased primarily due to a higher level of activity on target vehicles in 2005. Revenues decreased in our space launch vehicles product line primarily due to lower levels of activity on Taurus and Minotaur programs and on the DART mission launched in April 2005. Also contributing to the decrease in our space launch vehicles product line was a non-recurring $2.0 million early termination fee in 2004 in connection with a Taurus contract cancellation, partially offset by increased activity in 2005 on Pegasus programs. We completed one Pegasus launch during 2005 compared to no Pegasus launches in 2004, and we completed no Taurus launches in 2005 compared to one Taurus launch in 2004.

Operating income in the launch vehicles segment increased 18% primarily due to improved operating results in the interceptor launch vehicles and the space launch vehicles product lines. Operating income from our interceptor launch vehicles product line was the largest contributor to this segment’s operating income, reporting $24.3 million, or 69%, of total segment operating profit in 2005, compared to $20.6 million, or 68%, in 2004. The profit growth in interceptors was driven by higher activity levels in 2005. While space launch vehicles revenues were lower, operating profit improved in this product line due to increased activity on Pegasus programs and significant cost growth in 2004 on a Pegasus contract and a Taurus contract that did not recur in 2005, offset partially by the $2.0 million contract termination fee in 2004 discussed above. Although target launch vehicles revenues were higher, operating results declined marginally in this product line primarily due to cost growth impacting several contracts. Segment operating margin as a percentage of revenues was 10.6% in 2005, compared to 9.3% in 2004. The increase in operating margin was primarily the result of improved interceptor launch vehicles margins and the impact of the 2004 contract cost growth discussed above, offset partially by $2.2 million of investigation-related legal expenses discussed previously that are reflected in the launch vehicles segment financial results in 2005.

Satellites and Space Systems — Satellites and space systems segment revenues increased 5% as a result of a $33.1 million increase in revenues in our communications satellites product line, partially offset by a $12.2 million decrease in our science, technology and defense satellite product line and a $3.5 million decrease in space technical services revenues. Revenues increased in our communications satellites product line due to revenues on several recently awarded geosynchronous-orbit satellite contracts begun in 2005. Communications satellites revenues accounted for 36% and 28% of total segment revenues in 2005 and 2004, respectively. Revenues decreased in our science, technology and defense satellites product line as a result of a decline in activity on certain contracts that were in the latter stages of production in 2005, offset partially by $2.7 million of revenue recorded in the second quarter of 2005 related to satellite acceptance and incentive fees received from a customer and former affiliate. Revenues from space technical services declined largely due to lower levels of program activity.

Operating income in the satellites and space systems segment decreased $5.4 million due to a $6.4 million decrease in operating results in the communications satellites product line, partially offset by higher income in our other product lines. The decline in communications satellites operating results was primarily due to significant cost growth on certain contracts in 2005, partially offset by operating income from the contracts begun in 2005 mentioned previously, resulting in an operating loss in the communications satellites product line in 2005. The increase in our other product lines was primarily due to $2.7 million of operating profit from the satellite acceptance and incentive fees discussed above offset partially by lower income on certain science, technology and defense contracts driven by lower activity levels. Segment operating margin was 4.6% in 2005,

compared to 6.5% in 2004. The decrease in operating margin was largely due to the communications satellite cost growth noted above.

Transportation Management Systems — Transportation management systems segment revenues decreased 9% in 2005 compared to 2004 largely due to completion or near-completion of certain contracts, partially offset by revenues from several recently awarded contracts.

Although revenues decreased, operating income increased $0.3 million largely due to higher profit rates in 2005 from recently awarded contracts. This improved profitability was partially offset by a $0.4 million charge to reserve a note receivable in 2005 and by the absence in 2005 of a favorable revenue adjustment in 2004 on a contract that was renegotiated and resumed in 2004.

Corporate and Other — Corporate and other revenues are comprised solely of the elimination of intercompany revenues. Corporate and other operating income in 2004 was comprised primarily of the first quarter 2004 gain on the sale of notes received from a former affiliate discussed above.

Liquidity and Capital Resources


	*Cash Flow from Operating Activities*

Cash flow from operating activities in 2006 was $100.5 million as compared to $74.7 million in 2005 and $67.0 million in 2004. The increase in 2006 as compared to 2005 was primarily due to cash flows resulting from changes in assets and liabilities. Cash from operations in 2006 included a $15.4 million favorable net change in assets and liabilities, primarily due to a $51.4 million increase in deferred revenues, partially offset by a $34.5 million increase in receivables. The increase in deferred revenues was primarily due to cash received in advance of contract performance on certain communications satellite programs. The increase in receivables was consistent with revenue growth in 2006. The increase in 2005 as compared to 2004 was primarily due to a $9.2 million increase in changes in assets and liabilities.


	*Cash Flow from Investing Activities*

In 2006, we spent $22.0 million for capital expenditures, as compared to $15.6 million in 2005. The increase in capital expenditures is primarily related to additional integration and test equipment and ongoing expansion of facilities to support the growth requirements of our satellites and space systems segment.


	*Cash Flow from Financing Activities*

In December 2006 we issued $143.8 million of convertible notes payable as discussed in more detail below. We used the net proceeds from the issuance of these notes, together with available cash, to repurchase $125.9 million of our 9% senior notes due 2011 for $133.8 million and to repurchase and retire 2.7 million outstanding shares of our common stock for $50.0 million. Debt issuance costs incurred in connection with the convertible notes were $3.4 million, which will be amortized to interest expense over seven years.

In 2006, we repurchased and retired a total of 3.7 million shares of our common stock at a cost of $66.2 million, including the 2.7 million shares repurchased in connection with the refinancing transaction discussed in the paragraph above. In 2005, we repurchased and retired 3.2 million shares of our common stock at a cost of $34.6 million, and in 2004, we repurchased and retired 0.6 million shares of our common stock at a cost of $7.0 million.

During 2006, 2005 and 2004, we received $16.4 million, $7.0 million and $18.1 million, respectively, from the issuance of common stock in connection with stock option and warrant exercises and employee stock plan purchases.

During 2004, we repurchased and cancelled $8.6 million of our 9% senior notes at a cost of $9.6 million, and we expended $0.4 million to obtain a new credit facility.

Convertible Notes — On December 13, 2006, we issued $143.8 million of 2.4375% convertible senior subordinated notes due 2027 with interest payable semi-annually each January 15 and July 15. The convertible notes are convertible into cash, or a combination of cash and common stock at our election, based on an initial conversion rate of 40.8513 shares of our common stock per $1,000 in principal amount of the convertible notes (equivalent to an initial conversion price of approximately $24.48 per share) only under any of the following circumstances: (1) if, prior to January 13, 2027, on any date beginning after March 31, 2007, the closing sale price of our common stock for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than 130% of the conversion price per common share in effect on the applicable trading day; (2) if, prior to January 13, 2027, during the 5 consecutive trading-day period following any 5 consecutive trading-day period in which the trading price of the convertible notes was less than 98% of the product of the closing sale price of our common stock multiplied by the applicable conversion rate; (3) if the convertible notes have been called for redemption, at any time prior to the close of business on the third business day prior to the redemption date; (4) if we elect to distribute to all holders of our common stock certain rights entitling them to purchase, for a period expiring within 60 days, our common stock at less than the average of the closing sale prices of our common stock for the 10 consecutive trading days immediately preceding the declaration date of such distribution; (5) if we elect to distribute, to all holders of our common stock, assets, debt securities or certain rights to purchase our securities, which distribution has a per share value exceeding 10% of the closing sale price of our common stock on the trading day immediately preceding the declaration date of such distribution; or (6) during a specified period, if a “fundamental change” (as such term is defined in the indenture governing the convertible notes) occurs. The conversion rate is subject to adjustments in certain circumstances set forth in the indenture governing the convertible notes.

Upon conversion of the convertible notes, we will deliver, in respect of each $1,000 principal amount of notes tendered for conversion, (1) an amount in cash (“principal return”) equal to the lesser of (a) the principal amount of the converted notes and (b) the conversion value (such value equal to the conversion rate multiplied by the average price of our common shares over a 10 consecutive-day trading period) and (2) if the conversion value is greater than the principal return, an amount in cash or common shares, or combination thereof (at our option), with a value equal to the difference between the conversion value and the principal return.

At any time on or after January 21, 2014, the convertible notes are subject to redemption at our option, in whole or in part, for cash equal to 100% of the principal amount of the convertible notes, plus unpaid interest, if any, accrued to the redemption date.

Holders of the convertible notes may require us to repurchase the convertible notes, in whole or in part, on January 15, 2014, January 15, 2017 or January 15, 2022, for cash equal to 100% of the principal amount of the convertible notes plus any unpaid interest, if any, accrued to the redemption date. In addition, holders of the convertible notes may require us to repurchase the convertible notes in whole or in part for cash equal to 100% of the principal amount of the convertible notes, plus unpaid interest, if any, accrued to the redemption date, if a “fundamental change” occurs prior to maturity of the convertible notes.

The convertible notes were issued to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in a private placement transaction. We are required to file a shelf registration statement providing for the resale by the holders of the convertible notes and the shares of our common stock issuable upon conversion of the convertible notes within 120 days after issuance of the convertible notes, and to use our reasonable best efforts to cause such registration statement to be declared effective within 180 days after issuance of the convertible notes. In the event that we fail to file on a timely basis an effective registration statement, we would be required to pay additional interest equal to 0.25% per annum of the aggregate principal amount of the convertible notes for the 90-day period beginning on the date of the registration default and thereafter at a rate per year equal to 0.50%.

Senior Credit Facility — We have a $50.0 million senior credit facility (the “Credit Facility”) with the option to increase the amount of the Credit Facility up to $100 million to the extent that any one or more lenders commit to be a lender for such amount. Loans under the Credit Facility bear interest at LIBOR plus a margin ranging from 1.5% to 2.25% or at a prime rate plus a margin ranging from zero to 0.75%, with the applicable margin in each case varying according to our ratio of total debt to earnings before interest, taxes, depreciation and amortization. The Credit Facility is collateralized by our intellectual property and accounts receivable. Up to $40.0 million of the Credit Facility may be reserved for letters of credit. As of December 31, 2006, there were no borrowings under the Credit Facility, although $20.4 million of letters of credit were issued under the Credit Facility. Accordingly, as of December 31, 2006, $29.6 million of the Credit Facility was available for borrowing.

Our Credit Facility contains covenants limiting our ability to, among other things, incur additional debt, pay cash dividends, make investments, redeem or repurchase Orbital stock, enter into transactions with affiliates, merge or consolidate with others and dispose of assets or create liens on assets. In addition, the Credit Facility contains financial covenants with respect to leverage, secured leverage, fixed charge coverage, consolidated net worth and the ratio of accounts receivable to senior secured indebtedness. As of December 31, 2006, we were in compliance with all of these covenants.

Long-term Obligations — The following table sets forth our long-term obligations, excluding capital lease obligations (in thousands) :


	December 31,

	2006			2005

2.4375% convertible senior subordinated notes, interest due semi-annually, principal due in January 2027	$	143,750		$	—
9% senior notes, interest due semi-annually, principal due in July 2011		515			126,425

		144,265			126,425
Less current portion		(515	)		—

Long-term portion	$	143,750		$	126,425

The fair values of the 2.4375% convertible notes and the 9% senior notes at December 31, 2006 were estimated at approximately $146.3 million and $0.6 million, respectively, based on market trading activity.


	*Available Cash and Future Funding*

At December 31, 2006, we had $199.8 million of unrestricted cash and cash equivalents. Management believes that available cash, cash expected to be generated from operations and borrowing capacity under our Credit Facility will be sufficient to fund our operating and capital expenditure requirements in the foreseeable future. However, there can be no assurance that this will be the case. Our ability to borrow additional funds is limited by the terms of our Credit Facility. Additionally, significant unforeseen events such as termination of major orders or late delivery or failure of launch vehicle or satellite products could adversely affect our liquidity and results of operations.

In April 2006 and 2005, our Board of Directors authorized the purchase of up to $50 million of our outstanding debt and equity securities over a 12-month period. Under these securities purchase programs, we repurchased and retired approximately 1.1 million shares of our common stock at a cost of $16.2 million during 2006 and 3.2 million shares of our common stock at a cost of $34.6 million during 2005. As of December 31, 2006, $45.4 million of repurchases were authorized through April 2007.

In December 2006, we repurchased 2.7 million shares of our common stock for $50 million in connection with the convertible notes financing transaction discussed above.

Aggregate Contractual Obligations

The following summarizes our contractual obligations at December 31, 2006, and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in millions):


			Payments Due by Period

			Less than						More than
	Total		1 Year		1 to 3 Years		3 to 5 Years		5 Years

Long-term debt	$	144.3	$	—	$	—	$	0.5	$	143.8
Interest on long-term debt		70.6		3.7		7.1		7.1		52.7
Operating leases(1)		90.0		14.1		24.8		18.6		32.5
Purchase obligations(2)		266.9		205.9		60.8		0.2		—

Total	$	571.8	$	223.7	$	92.7	$	26.4	$	229.0


(1)	Our obligations under operating leases consist of minimum rental commitments under non-cancelable operating leases primarily for office space and equipment.

(2)	Purchase obligations consist of open purchase orders that we issued to acquire materials, parts or services in future periods.

Occasionally, certain contracts require us to post letters of credit supporting our performance obligations under the contracts. We had $26.4 million of letters of credit outstanding at December 31, 2006, of which $6.0 million was collateralized by our restricted cash and $20.4 million was issued under the Credit Facility.

Off-Balance Sheet Arrangements

In 2006 we issued convertible notes with conversion features discussed above in “Liquidity and Capital Resources.” Other than in connection with our convertible notes, we do not have any material off-balance sheet arrangements, as defined by applicable securities regulations, that have or

are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standard Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This accounting standard will be effective for us beginning January 1, 2007. We are still evaluating the effect of adopting FIN 48 but do not believe FIN 48 will have a material impact on our consolidated financial statements.

In September 2006, the FASB issued FSP No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” This staff position requires companies currently using the accrue-in -advance method of accounting for planned major maintenance activities on aircraft to change to the direct expense, built-in overhaul or deferral method of accounting. We own one L-1011 aircraft and accounted for its planned major maintenance activities using the accrue-in -advance method. This staff position will be effective for us beginning January 1, 2007. We are currently evaluating the provisions of FSP No. AUG AIR-1.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”) and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with earlier adoption permitted. The provisions of SFAS No. 157 should be applied prospectively as of the beginning of the fiscal year in which it is initially applied, with limited exceptions. We are currently evaluating the provisions of SFAS No. 157.


Item 7A.	*Quantitative and Qualitative Disclosures About Market Risk*

Our market risk exposure is primarily related to changes in foreign currency exchange rates and interest rate risk. We manage these market risks through our normal financing and operating activities and, when appropriate, through the use of derivative financial instruments. We do not enter into derivatives for trading or other speculative purposes, nor do we use leveraged financial instruments.

Foreign Currency Exchange Rate Risk

The potential change in foreign currency exchange rates is not a substantial risk to us because the large majority of our business transactions are denominated in U.S. dollars. At December 31, 2006, we had $3.1 million of receivables denominated in Japanese yen and $3.8 million denominated in Singapore dollars. At December 31, 2005, we had $3.5 million of receivables denominated in Japanese yen and $5.9 million denominated in Singapore dollars.

From time to time, we enter into forward exchange contracts to hedge against foreign currency fluctuations on receivables or expected payments denominated in foreign currency. At December 31, 2006 and 2005, we had no material foreign currency forward exchange contracts.

Interest Rate Risk

We are exposed to changes in interest rates in the normal course of our business operations as a result of our ongoing investing and financing activities, which include debt as well as cash and cash equivalents. As of December 31, 2006, we had $143.8 million of convertible senior subordinated notes with a fixed interest rate of 2.4375%. Generally, the fair market value of our fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of our convertible notes is affected by our stock price. The total estimated fair value of our fixed rate debt at December 31, 2006 was $146.9 million. Fair values were determined from available market prices, using current interest rates and terms to maturity.

We assess our interest rate risks on a regular basis and do not currently use financial instruments to mitigate these risks.

We have an unfunded deferred compensation plan for senior managers and executive officers with a total liability balance of $6.1 million and $5.2 million at December 31, 2006 and 2005, respectively. This liability is subject to fluctuation based upon the market value of certain investment securities selected by participants to measure the market fluctuations and to measure our liability to each participant.


Item 8.	*Financial Statements and Supplementary Data*

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE


	Page

Report of Independent Registered Public Accounting Firm		37
Consolidated Income Statements		39
Consolidated Balance Sheets		40
Consolidated Statements of Stockholders’ Equity		41
Consolidated Statements of Cash Flows		42
Notes to Consolidated Financial Statements		43
Schedule II — Valuation and Qualifying Accounts		64

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Orbital Sciences Corporation:

We have completed integrated audits of Orbital Sciences Corporation’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Orbital Sciences Corporation and its subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation in 2006.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal

control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

McLean, Virginia

February 28, 2007

ORBITAL SCIENCES CORPORATION

CONSOLIDATED INCOME STATEMENTS


	Years Ended December 31,

	2006			2005			2004

	(In thousands, except per share
	data)
Revenues	$	802,761		$	703,450		$	675,935
Costs of goods sold		644,370			578,764			566,787

Gross profit		158,391			124,686			109,148
Research and development expenses		9,633			6,294			6,311
Selling, general and administrative expenses		80,838			65,935			50,908
Settlement expense		—			—			(2,538	)

Income from operations		67,920			52,457			54,467
Interest expense		(12,272	)		(11,746	)		(11,386	)
Interest income and other		13,773			4,576			2,290
Debt extinguishment expense		(10,388	)		—			(2,099	)

Income before taxes		59,033			45,287			43,272
Income tax (provision) benefit		(24,149	)		(17,438	)		157,863

Net income	$	34,884		$	27,849		$	201,135

Basic net income per share	$	0.60		$	0.51		$	4.05

Diluted net income per share	$	0.56		$	0.45		$	3.10

See accompanying notes to consolidated financial statements.

ORBITAL SCIENCES CORPORATION

CONSOLIDATED BALANCE SHEETS


			December 31,

			2006			2005

			(In thousands,
			except share data)
ASSETS
Current Assets:
	Cash and cash equivalents		$	199,751		$	158,849
	Restricted cash			5,984			6,294
	Receivables, net			165,755			131,251
	Inventories, net			30,053			19,006
	Deferred income taxes, net			42,880			30,614
	Other current assets			5,810			6,473

		Total current assets		450,233			352,487

Property, plant and equipment, net				92,878			85,640
Goodwill				55,551			55,551
Deferred income taxes, net				136,484			167,835
Other non-current assets				9,348			8,864

		Total Assets	$	744,494		$	670,377


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
	Short-term borrowings and current portion of long-term obligations		$	551		$	76
	Accounts payable			22,438			14,404
	Accrued expenses			101,732			101,749
	Deferred revenues			81,704			30,281

		Total current liabilities		206,425			146,510

Long-term obligations, net of current portion				143,750			126,459
Other non-current liabilities				—			87

		Total liabilities		350,175			273,056

Commitments and contingencies
Stockholders’ Equity:
	Preferred Stock, par value $.01; 10,000,000 shares authorized, none outstanding			—			—
	Common Stock, par value $.01; 200,000,000 shares authorized, 58,914,991 and 55,032,244 shares outstanding, respectively			589			550
	Additional paid-in capital			566,887			604,812
	Accumulated deficit			(173,157	)		(208,041	)

		Total stockholders’ equity		394,319			397,321

		Total Liabilities and Stockholders’ Equity	$	744,494		$	670,377

See accompanying notes to consolidated financial statements.

ORBITAL SCIENCES CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


		Common Stock						Additional
								Paid-In			Deferred			Accumulated
		Shares			Amount			Capital			Compensation			Deficit			Total

		(In thousands)
Balance, December 31, 2003			48,073		$	480		$	604,567		$	(1,145	)	$	(437,025	)	$	166,877
	Shares issued to employees, officers and directors		1,260			13			5,915			—			—			5,928
	Warrants exercised		4,085			41			11,392			—			—			11,433
	Repurchases of common stock		(595	)		(6	)		(6,994	)		—			—			(7,000	)
	Stock-based compensation, net of forfeitures		—			—			643			(643	)		—			—
	Amortization of deferred compensation		—			—			—			1,305			—			1,305
	Tax benefit of stock-based compensation		—			—			15,920			—			—			15,920
	Net income		—			—			—			—			201,135			201,135

Balance, December 31, 2004			52,823			528			631,443			(483	)		(235,890	)		395,598
	Shares issued to employees, officers and directors		598			6			3,825			—			—			3,831
	Warrants exercised		4,782			48			2,880			—			—			2,928
	Repurchases of common stock		(3,171	)		(32	)		(34,536	)		—			—			(34,568	)
	Stock-based compensation, net of forfeitures		—			—			66			(66	)		—			—
	Amortization of deferred compensation		—			—			—			549			—			549
	Tax benefit of stock-based compensation		—			—			1,134			—			—			1,134
	Net income		—			—			—			—			27,849			27,849

Balance, December 31, 2005			55,032			550			604,812			—			(208,041	)		397,321
	Shares issued to employees, officers and directors		2,144			21			16,735			—			—			16,756
	Warrants exercised		5,475			55			(55	)		—			—			—
	Repurchases of common stock		(3,736	)		(37	)		(66,175	)		—			—			(66,212	)
	Stock-based compensation, net of forfeitures		—			—			7,729			—			—			7,729
	Tax benefit of stock-based compensation		—			—			3,841			—			—			3,841
	Net income		—			—			—			—			34,884			34,884

Balance, December 31, 2006			58,915		$	589		$	566,887		$	—		$	(173,157	)	$	394,319

See accompanying notes to consolidated financial statements.

ORBITAL SCIENCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


				Years Ended December 31,

				2006			2005			2004

				(In thousands)
Operating Activities:
	Net income			$	34,884		$	27,849		$	201,135
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation expense			14,837			13,954			15,009
		Deferred income taxes			19,085			16,808			(158,462	)
		Amortization of debt costs			616			612			860
		Debt extinguishment expense			10,388			—			2,099
		Stock-based compensation and other			5,295			446			538
	Changes in assets and liabilities:
		Receivables			(34,504	)		18,229			28
		Inventories			(11,047	)		(5,441	)		(923	)
		Other assets			473			(2,239	)		1,370
		Accounts payable and accrued expenses			9,131			(6,235	)		4,672
		Deferred revenue			51,423			10,803			3,186
		Other liabilities			(87	)		(90	)		(2,514	)

			Net cash provided by operating activities		100,494			74,696			66,998

Investing Activities:
	Capital expenditures				(22,035	)		(15,636	)		(14,340	)
	Proceeds from liquidation of investment				1,648			—			—
	Decrease in cash restricted for letters of credit, net				310			2,021			10,941

			Net cash used in investing activities		(20,077	)		(13,615	)		(3,399	)

Financing Activities:
	Principal payments on long-term obligations				(133,830	)		(157	)		(10,109	)
	Net proceeds from issuance of long-term obligations				140,371			—			—
	Repurchase of common stock				(66,212	)		(34,568	)		(7,000	)
	Net proceeds from issuance of common stock				16,390			6,989			18,114
	Tax benefit of stock-based compensation				3,841			—			—
	Other				(75	)		—			—

			Net cash (used in) provided by financing activities		(39,515	)		(27,736	)		1,005

Net increase in cash and cash equivalents					40,902			33,345			64,604
Cash and cash equivalents, beginning of year					158,849			125,504			60,900

Cash and cash equivalents, end of year				$	199,751		$	158,849		$	125,504

See accompanying notes to consolidated financial statements.

ORBITAL SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	Business and Summary of Significant Accounting Policies

Business Operations

Orbital Sciences Corporation (together with its subsidiaries, “Orbital” or the “company”), a Delaware corporation, develops and manufactures small rockets and space systems for commercial, military and civil government customers. The company’s primary products are satellites and launch vehicles, including low-orbit, geosynchronous-orbit and planetary spacecraft for communications, remote sensing, scientific and defense missions; ground- and air-launched rockets that deliver satellites into orbit; and missile defense systems that are used as interceptor and target vehicles. Orbital also offers space-related technical services to government agencies and develops and builds satellite-based transportation management systems for public transit agencies and private vehicle fleet operators.

Principles of Consolidation

The consolidated financial statements include the accounts of Orbital and its wholly owned subsidiaries. As of December 31, 2006 and 2005, the company had no partially owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions, including estimates of future contract costs and earnings. Such estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and earnings during the current reporting period. Management periodically assesses and evaluates the adequacy and/or deficiency of estimated liabilities recorded for various reserves, liabilities, contract risks and uncertainties. Actual results could differ from these estimates.

All financial amounts are stated in U.S. dollars unless otherwise indicated.

Revenue Recognition

Orbital’s revenue is derived primarily from long-term contracts. Revenues on cost-reimbursable contracts are recognized to the extent of costs incurred plus a proportionate amount of fee earned. Revenues on long-term fixed-price contracts are generally recognized using the percentage-of -completion method of accounting. Such revenues are recorded based on the percentage that costs incurred to date bear to the most recent estimates of total costs to complete each contract. Estimating future costs and, therefore, revenues and profits, is a process requiring a high degree of management judgment, including management’s assumptions regarding future operations of Orbital as well as general economic conditions. In the event of a change in total estimated contract cost or profit, the cumulative effect of such change is recorded in the period the change in estimate occurs. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and the company’s profitability from a particular contract may be adversely affected to the extent that estimated cost to complete or incentive or award fee estimates are revised, delivery schedules are delayed or progress under a contract is otherwise impeded. Accordingly, the

company’s recorded revenues and gross profits from period to period can fluctuate significantly. In the event cost estimates indicate a loss on a contract, the total amount of such loss, excluding general and administrative expenses, is recorded in the period in which the loss is first estimated.

Certain contracts include provisions for increased or decreased revenue and profit based on performance against established targets. Incentive and award fees are included in estimated contract revenue at the time the amounts can be reasonably determined and are reasonably assured based upon historical experience and other objective criteria. If performance under such contracts were to differ from previous assumptions, current period revenues and profits would be adjusted and could therefore fluctuate significantly.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Major improvements are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in operations. Depreciation expense is determined using the straight-line method based on the following useful lives:


Buildings		20 years
Machinery, equipment and software		3 to 12 years
Leasehold improvements		Shorter of estimated useful life or lease term

Recoverability of Long-Lived Assets

Orbital’s policy is to evaluate its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When an evaluation indicates that an asset impairment has occurred, a loss is recognized and the asset is adjusted to its estimated fair value. Given the inherent technical and commercial risks within the aerospace industry and the special purpose use of certain of the company’s assets, future impairment charges could be required if the company were to change its current expectation that it will recover the carrying amount of its long-lived assets from future operations.

Income Taxes

Orbital accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The company records valuation allowances to reduce net deferred tax assets to the amount considered more likely than not to be realized. Changes in estimates of future taxable income can materially change the amount of such valuation allowances.

Earnings Per Share

Basic earnings per share are calculated using the weighted-average number of common shares outstanding during the periods. Diluted earnings per share include the weighted-average effect of all dilutive securities outstanding during the periods.

The following table presents the shares used in computing basic and diluted earnings per share (in thousands) :


	Years Ended
	December 31,

	2006		2005		2004

Weighted average of outstanding shares for basic earnings per share		58,118		54,804		49,658
Dilutive effect of outstanding stock options		1,690		1,298		2,400
Dilutive effect of outstanding stock warrants		2,559		6,199		12,798
Dilutive effect of restricted stock		260		85		125

Shares for diluted earnings per share		62,627		62,386		64,981

In 2006, 2005 and 2004, diluted weighted-average shares outstanding excluded the effect of 0.6 million, 3.2 million and 2.0 million, respectively, of stock options that were anti-dilutive. In 2006, diluted weighted-average shares outstanding also excluded the effect of the company’s $143.8 million of 2.4375% convertible senior subordinated notes that were anti-dilutive (see Note 4).

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term, highly liquid investments with maturities of 90 days or less.

Inventories

Inventory is stated at the lower of cost or estimated market value. Cost is determined on an average cost or specific identification basis. Estimated market value is determined based on assumptions about future demand and market conditions. If actual market conditions were less favorable than those previously projected by management, inventory write-downs could be required.

Self-Constructed Assets

The company self-constructs some of its ground and airborne support and special test equipment utilized in the manufacture, production and delivery of some of its products. Orbital capitalizes direct costs incurred in constructing such equipment and certain allocated indirect costs. Capitalized costs generally include direct software coding costs and certain allocated indirect costs.

Goodwill

Goodwill comprises costs in excess of fair values assigned to the underlying net assets of acquired companies. Goodwill is tested at least annually for impairment using an estimation of the fair value of the reporting unit that the goodwill is attributable to.

Deferred Revenue

The company occasionally receives cash from customers in excess of revenues recognized on certain contracts. These cash receipts are reported as deferred revenues on the balance sheet.

Comprehensive Income

Orbital’s comprehensive income in the years ended December 31, 2006, 2005 and 2004 was equal to net income. Accumulated other comprehensive income as of December 31, 2006, 2005 and 2004 was $0.

Financial Instruments

Orbital occasionally uses forward contracts and interest rate swaps to manage certain foreign currency and interest rate exposures, respectively. Derivative instruments, such as forward contracts and interest rate swaps, are viewed as risk management tools by Orbital and are not used for trading or speculative purposes. Derivatives used for hedging purposes are generally designated as effective hedges. Accordingly, changes in the fair value of a derivative contract are highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract. Derivative instruments are recorded on the balance sheet at fair value. The ineffective portion of all hedges, if any, is recognized currently in earnings.

Research and Development Expenses

Expenditures for company-sponsored research and development projects are expensed as incurred. Research and development projects performed under contracts for customers are accounted for as contract costs as the work is performed.

Stock-Based Compensation

Prior to January 1, 2006, the company accounted for stock-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Under this method, no compensation expense was recognized as long as the exercise price equaled or exceeded the market price of the underlying stock on the measurement date of the grant. The company also followed the disclosure requirements of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation.”

As of January 1, 2006, the company adopted SFAS No. 123R, “Share-Based Payment,” using (1) the modified prospective method, which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation expense over the service period for awards expected to vest, and (2) the short-cut method to determine the pool of windfall tax benefits. The company uses the tax law ordering method as its policy for intra-period tax allocation related to the tax attributes of stock-based compensation. During 2006, the company recorded $0.8 million of compensation expense under SFAS No. 123R attributable to stock options. The adoption of SFAS No. 123R did not have a material impact on the company’s consolidated financial statements.

The fair value of the company’s restricted stock unit grants is determined based on the quoted price of Orbital’s common stock on the date of grant, and the fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the company’s valuation techniques previously utilized for options in footnote disclosures required under

SFAS No. 123. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of stock awards that will ultimately vest requires significant judgment. The company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results, and future changes in estimates, may differ substantially from current estimates.

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This accounting standard will be effective for the company beginning January 1, 2007. The company is still evaluating the effect of adopting FIN 48 but does not believe FIN 48 will have a material impact on its consolidated financial statements.

In September 2006, the FASB issued FSP No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” This staff position requires companies currently using the accrue-in -advance method of accounting for planned major maintenance activities on aircraft to change to the direct expense, built-in overhaul or deferral method of accounting. The company owns one L-1011 aircraft and accounted for its planned major maintenance activities using the accrue-in -advance method. This staff position will be effective for the company beginning January 1, 2007. The company is currently evaluating the provisions of FSP No. AUG AIR-1.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with earlier adoption permitted. The provisions of SFAS No. 157 should be applied prospectively as of the beginning of the fiscal year in which it is initially applied, with limited exceptions. The company is currently evaluating the provisions of SFAS No. 157.


2.	Industry Segment Information

Orbital’s products and services are grouped into three reportable segments: (i) launch vehicles; (ii) satellites and space systems; and (iii) transportation management systems. Reportable segments are generally organized based upon product lines. Corporate office transactions that have not been attributed to a particular segment, as well as consolidating eliminations and adjustments, are reported in corporate and other.

The primary products and services from which the company’s reportable segments derive revenues are:


	•	Launch Vehicles. Rockets that are used as interceptor and target vehicles for missile defense systems, small-class space launch vehicles that place satellites into Earth orbit, and suborbital launch vehicles that place payloads into a variety of high-altitude trajectories.

	•	Satellites and Space Systems. Small- and medium-class spacecraft that are used to conduct space-related scientific research, to carry out interplanetary and other deep-space exploration missions, to demonstrate new space technologies, to collect imagery and other remotely-sensed data about the Earth and to enable national security applications.

	•	Transportation Management Systems. Software-based transportation management systems for public transit agencies and private vehicle fleet operators.

Intersegment sales are generally negotiated and accounted for under terms and conditions that are similar to other commercial and government contracts. Substantially all of the company’s assets and operations are located within the United States.

The following table presents operating information and identifiable assets by reportable segment (in thousands) :


		Years Ended December 31,

		2006			2005			2004

Launch Vehicles:
	Revenues ⁽¹⁾	$	310,483		$	335,315		$	323,287
	Operating income		33,685			35,444			30,103
	Identifiable assets		116,514			114,882			123,882
	Capital expenditures		3,161			5,796			4,303
	Depreciation		5,299			5,293			5,533
Satellites and Space Systems:
	Revenues ⁽¹⁾	$	458,865		$	348,579		$	331,726
	Operating income		31,934			16,015			21,439
	Identifiable assets		185,566			135,903			130,047
	Capital expenditures		13,901			7,852			8,236
	Depreciation		5,967			4,906			5,286
Transportation Management Systems:
	Revenues	$	37,711		$	26,532		$	29,135
	Operating income		2,525			1,494			1,243
	Identifiable assets		18,107			19,251			23,124
	Capital expenditures		671			432			166
	Depreciation		570			599			732
Corporate and Other:
	Revenues ⁽¹⁾	$	(4,298	)	$	(6,976	)	$	(8,213	)
	Operating income (loss) ⁽²⁾		(224	)		(496	)		1,682
	Identifiable assets		424,307			400,341			388,191
	Capital expenditures		4,302			1,556			1,635
	Depreciation		3,001			3,156			3,458
Consolidated:
	Revenues	$	802,761		$	703,450		$	675,935
	Operating income		67,920			52,457			54,467
	Identifiable assets		744,494			670,377			665,244
	Capital expenditures		22,035			15,636			14,340
	Depreciation		14,837			13,954			15,009


⁽¹⁾	Corporate and other revenues are comprised solely of the elimination of intersegment sales. Satellites and space systems revenues include $2.7 million, $6.3 million and $7.9 million of the intersegment sales in 2006, 2005 and 2004, respectively. Launch vehicles revenues include $1.6 million, $0.7 million and $0.3 million of the intersegment sales in 2006, 2005 and 2004, respectively.

⁽²⁾	Corporate and other operating income in 2004 includes a $2.5 million gain in connection with the sale of a note from a former affiliate.

Export Sales and Major Customers

Orbital’s revenues by geographic area, as determined by customer location, were as follows (in thousands) :


		Years Ended December 31,

		2006		2005		2004

United States		$	624,276	$	635,138	$	573,339
East Asia and Australia			67,423		57,812		102,596
Europe			111,062		10,500		—

	Total	$	802,761	$	703,450	$	675,935

Approximately 63%, 77% and 80% of the company’s revenues in 2006, 2005 and 2004, respectively, were generated under contracts with the U.S. government and its agencies or under subcontracts with the U.S. government’s prime contractors. All such revenues were recorded either in the launch vehicles segment or in the satellites and space systems segment. One satellites and space systems segment customer in Norway accounted for approximately 11% of 2006 consolidated revenues.


3.	Balance Sheet Accounts and Supplemental Disclosures

Restricted Cash

At December 31, 2006 and 2005, the company had $6.0 million and $6.3 million, respectively, of cash restricted primarily to collateralize letters of credit.

Inventory

Inventories consisted of the following (in thousands) :


		December 31,

		2006			2005

Inventories		$	30,871		$	19,626
Allowance for inventory obsolescence			(818	)		(620	)

	Total	$	30,053		$	19,006

Substantially all of the company’s inventory consisted of component parts and raw materials.

Receivables

The components of receivables were as follows (in thousands) :


		December 31,

		2006			2005

Billed		$	45,519		$	31,546
Unbilled			114,734			92,323
Retainages due upon contract completion			5,617			7,497
Allowance for doubtful accounts			(115	)		(115	)

	Total	$	165,755		$	131,251

Approximately 84% of unbilled receivables and retainages at December 31, 2006 are due within one year and will be billed on the basis of contract terms and delivery schedules. Approximately 79% and 74% of the company’s receivables at December 31, 2006 and 2005, respectively, were related to contracts with the U.S. government and its agencies or under subcontracts with the U.S. government’s prime contractors. Receivables from non-U.S. customers totaled $9.9 million and $10.5 million at December 31, 2006 and 2005, respectively.

As of December 31, 2006, unbilled receivables included $16.4 million of incentive fees on certain satellite contracts that become due incrementally over periods of up to 15 years, subject to the achievement of performance criteria. Additionally, some satellite contracts require the company to refund cash to the customer if performance criteria, which cover periods of up to 15 years, are not satisfied and, as of December 31, 2006, up to $37.2 million of revenues recognized under such contracts could be reversed if satellite performance criteria were not met. The company generally procures insurance policies that would indemnify the company for satellite incentive fees that are not earned and for performance refund obligations.

Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands) :


		December 31,

		2006			2005

Land		$	4,061		$	4,061
Buildings and leasehold improvements			44,656			40,775
Furniture, fixtures and equipment			157,760			147,110
Software and other			18,691			15,255

			225,168			207,201
Accumulated depreciation and amortization			(132,290	)		(121,561	)

	Total	$	92,878		$	85,640

Depreciation expense for the years ended December 31, 2006, 2005 and 2004 was $14.8 million, $14.0 million and $15.0 million, respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands) :


		December 31,

		2006		2005

Contract related accruals		$	51,982	$	51,110
Payroll, payroll taxes and fringe benefits			37,964		34,051
Interest			238		5,434
Warranty obligations			1,879		2,028
Other			9,669		9,126

	Total	$	101,732	$	101,749

Warranties

The company assumes warranty obligations in connection with certain transportation management systems contracts. The company records a liability for the expected costs to service estimated warranty claims. Activity in the warranty liability consisted of the following (in thousands) :


	2006			2005			2004

Balance at January 1	$	2,028		$	3,145		$	5,020
Accruals during the year		1,804			1,537			844
Reductions during the year		(1,953	)		(2,654	)		(2,719	)

Balance at December 31	$	1,879		$	2,028		$	3,145

Cash Flow

Cash payments for interest and income taxes were as follows (in thousands) :


	Years Ended December 31,

	2006		2005		2004

Interest paid	$	17,468	$	10,156	$	11,224
Income taxes paid		1,505		559		529


4.	Debt Obligations

Long-term obligations, excluding capital lease obligations, consisted of the following (in thousands) :


	December 31,

	2006			2005

2.4375% convertible senior subordinated notes, interest due semi-annually, principal due in January 2027	$	143,750		$	—
9% senior notes, interest due semi-annually, principal due in July 2011		515			126,425

		144,265			126,425
Less current portion		(515	)		—

Long-term portion	$	143,750		$	126,425

Convertible Notes

On December 13, 2006, the company issued $143.8 million of 2.4375% convertible senior subordinated notes due 2027 with interest payable semi-annually each January 15 and July 15. The company used the net proceeds from this offering during the fourth quarter of 2006, together with available cash, to repurchase $125.9 million of the company’s 9% senior notes due 2011 for $133.8 million and to repurchase and retire 2.7 million outstanding shares of its common stock for

$50.0 million. Debt issuance costs incurred in connection with the convertible notes amounted to $3.4 million, which will be amortized to interest expense over a 7 year term.

The convertible notes are convertible into cash, or a combination of cash and common stock at our election, based on an initial conversion rate of 40.8513 shares of the company’s common stock per $1,000 in principal amount of the convertible notes (equivalent to an initial conversion price of approximately $24.48 per share) only under any of the following circumstances: (1) if, prior to January 13, 2027, on any date beginning after March 31, 2007, the closing sale price of the common stock of Orbital for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than 130% of the conversion price per common share in effect on the applicable trading day; (2) if, prior to January 13, 2027, during the 5 consecutive trading-day period following any 5 consecutive trading-day period in which the trading price of the convertible notes was less than 98% of the product of the closing sale price of the company’s common stock multiplied by the applicable conversion rate; (3) if the convertible notes have been called for redemption, at any time prior to the close of business on the third business day prior to the redemption date; (4) if the company elects to distribute to all holders of Orbital common stock certain rights entitling them to purchase, for a period expiring within 60 days, the company’s common stock at less than the average of the closing sale prices of Orbital common stock for the 10 consecutive trading days immediately preceding the declaration date of such distribution; (5) if the company elects to distribute to all holders of Orbital common stock, assets, debt securities or certain rights to purchase securities of the company, which distribution has a per share value exceeding 10% of the closing sale price of Orbital common stock on the trading day immediately preceding the declaration date of such distribution; or (6) during a specified period, if a “fundamental change” (as such term is defined in the indenture governing the convertible notes) occurs. The conversion rate is subject to adjustments in certain circumstances set forth in the indenture governing the convertible notes.

Upon conversion of the convertible notes, the company will deliver in respect of each $1,000 principal amount of notes tendered for conversion (1) an amount in cash (“principal return”) equal to the lesser of (a) the principal amount of the converted notes and (b) the conversion value (such value equal to the conversion rate multiplied by the average price of our common shares over a 10 consecutive-day trading period) and (2) if the conversion value is greater than the principal return, an amount in cash or common shares, or a combination thereof (at our option) with a value equal to the difference between the conversion value and the principal return.

At any time on or after January 21, 2014, the convertible notes are subject to redemption at the option of Orbital, in whole or in part, for cash equal to 100% of the principal amount of the convertible notes, plus unpaid interest, if any, accrued to the redemption date.

Holders of the convertible notes may require the company to repurchase the convertible notes, in whole or in part, on January 15, 2014, January 15, 2017 or January 15, 2022, for cash equal to 100% of the principal amount of the convertible notes plus any unpaid interest, if any, accrued to the redemption date. In addition, holders of the convertible notes may require the company to repurchase the convertible notes in whole or in part for cash equal to 100% of the principal amount of the convertible notes, plus unpaid interest, if any, accrued to the redemption date, if a “fundamental change” occurs prior to maturity of the convertible notes. The convertible notes were issued to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in a private placement transaction. The company is required to file a shelf registration statement providing for the resale by the holders of the convertible notes and the shares of its common stock issuable upon conversion of the convertible notes within 120 days after issuance of the convertible

notes, and to use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after issuance of the convertible notes. In the event that the company fails to file on a timely basis an effective registration statement, the company would be required to pay additional interest equal to 0.25% per annum of the aggregate principal amount of the convertible notes for the 90-day period beginning on the date of the registration default and thereafter at a rate per year equal to 0.50%.

Senior Credit Facility

The company has a $50.0 million senior credit facility (the “Credit Facility”) with the option to increase the amount of the Credit Facility up to $100 million to the extent that any one or more lenders commit to be a lender for such amount. Loans under the Credit Facility bear interest at LIBOR plus a margin ranging from 1.5% to 2.25% or at a prime rate plus a margin ranging from zero to 0.75%, with the applicable margin in each case varying according to the company’s ratio of total debt to earnings before interest, taxes, depreciation and amortization. The Credit Facility is collateralized by the company’s intellectual property and accounts receivable. Up to $40.0 million of the Credit Facility may be reserved for letters of credit. As of December 31, 2006, there were no borrowings under the Credit Facility, although $20.4 million of letters of credit were issued under the Credit Facility. Accordingly, as of December 31, 2006, $29.6 million of the Credit Facility was available for borrowings.

Debt Covenants

Orbital’s Credit Facility contains covenants limiting the company’s ability to, among other things, incur additional debt, pay cash dividends, make investments, redeem or repurchase Orbital stock, enter into transactions with affiliates, merge or consolidate with others and dispose of assets or create liens on assets. In addition, the Credit Facility contains financial covenants with respect to leverage, secured leverage, fixed charge coverage, consolidated net worth and the ratio of accounts receivable to senior secured indebtedness. As of December 31, 2006, the company was in compliance with all of these covenants.

Debt Extinguishment Expenses

During 2006, the company recorded $10.4 million of debt extinguishment expenses associated with the repurchase of the 9% senior notes described above, consisting of $2.5 million in accelerated amortization of debt issuance costs and $7.9 million in prepayment premiums and other expenses. During 2004, the company recorded $2.1 million of debt extinguishment expenses.


5.	Income Taxes

The significant components of the company’s deferred tax assets and liabilities were (in thousands) :


			December 31,

			2006			2005

Current Deferred Tax Assets:
	U.S. Federal and state net operating loss carryforwards		$	24,655		$	15,173
	Accruals, reserves and other			18,225			15,441

		Current deferred tax assets		42,880			30,614

Noncurrent Deferred Tax Assets (Liabilities):
	U.S. Federal and state net operating loss carryforwards			111,537			138,657
	Capitalized research and development costs			26,712			32,128
	Tax credit and capital loss carryforwards			12,537			2,919
	Intangible assets and other			2,126			2,766
	Excess tax depreciation and other			(5,050	)		(5,446	)

				147,862			171,024
	Valuation allowance			(11,378	)		(3,189	)

		Noncurrent deferred tax assets, net		136,484			167,835

		Total deferred tax assets, net	$	179,364		$	198,449

The company’s income tax provisions for the years ended December 31, 2006 and 2005 were comprised of the following (in thousands) :


			2006		2005

Current:
	Federal		$	839	$	550
	State			382		78

		Total current		1,221		628

Deferred:
	Federal			19,512		15,296
	State and other			3,416		1,514

		Total deferred		22,928		16,810

		Total income tax provision	$	24,149	$	17,438

In 2004, the $157.9 million tax benefit recorded was comprised of (i) the $158.5 million deferred tax benefit in connection with the reversal of the valuation allowance discussed below and (ii) a $0.6 million current provision for 2004 alternative minimum taxes and state tax obligations.

A reconciliation of the statutory federal income tax rate to the company’s effective tax rate for the years ended December 31, 2006, 2005 and 2004 is as follows (in thousands) :


		Years Ended
		December 31,

		2006			2005			2004

U.S. Federal statutory rate			35.0	%		35.0	%		35.0	%
State taxes			5.2			4.1			4.1
Capital loss carryforward			(14.2	)		—			—
Other, net			1.0			(0.6	)		(0.3	)
Changes in valuation allowance			13.9			—			(403.6	)

	Effective rate		40.9	%		38.5	%		(364.8	)%

At December 31, 2006, the company had U.S. Federal net operating loss carryforwards (portions of which expire beginning in 2008 through 2024) of approximately $360 million, a U.S. capital loss carryforward (which expires in 2011) of approximately $22 million and U.S. research and experimental tax credit carryforwards of approximately $2 million (portions of which expire in 2007 and 2008). These carryforwards and tax credits are subject to certain limitations and other restrictions. The U.S. capital loss carryforward is related to an investment that was liquidated in 2006. The capital loss carryforward has been fully offset with a valuation allowance due to the uncertainty of realization.

Until the fourth quarter of 2004, Orbital had recorded a valuation allowance to fully reserve its net deferred tax assets based on the company’s assessment that the realization of the net deferred tax assets did not meet the “more likely than not” criterion under SFAS No. 109, “Accounting for Income Taxes.” As of December 31, 2004 the company determined that based upon a number of factors, including the company’s cumulative taxable income in recent years and expected profitability in future years, substantially all of its net deferred tax assets are “more likely than not” realizable through future earnings. Accordingly, as of December 31, 2004 the company reversed $214.1 million of its deferred income tax valuation allowance and recorded (i) a tax benefit of $158.5 million in the consolidated income statement, (ii) a $39.7 million reduction in goodwill and (iii) a $15.9 million increase to additional paid-in capital. The portion of the reversal recorded as a reduction in goodwill relates to valuation allowances established in prior years in connection with business acquisitions. The portion of the reversal recorded as an increase to additional paid-in capital is primarily related to tax benefits associated with stock option exercises in 2004 and prior years.


6.	Commitments and Contingencies

Leases

Aggregate minimum commitments under non-cancelable operating leases, primarily for office space and equipment rentals, at December 31, 2006 were as follows (in thousands) :


2007	$	14,090
2008		12,968
2009		11,837
2010		9,407
2011		9,218
Thereafter		32,459

	$	89,979

Rent expense for 2006, 2005 and 2004 was $14.1 million, $14.9 million and $15.0 million, respectively.

Litigation

In January 2007, two individuals, who allege that they are shareholders of Orbital, filed substantially identical derivative complaints in the Circuit Court for Loudoun County, Virginia, against the company’s current directors, former directors and certain former executive officers. The derivative complaints, which will be consolidated, claim, among other things, breach of fiduciary duty in connection with certain of our historical stock option grants and insider trading, and they seek unspecified damages, equitable relief and an award of attorneys’ fees. The company currently intends to seek dismissal of the actions.

The company also is party to certain litigation or other legal proceedings arising in the ordinary course of business. In the opinion of management, the outcome of such legal matters will not have a material adverse effect on the company’s results of operations or financial condition.

U.S. Government Contracts

Most of the company’s U.S. government contracts are funded incrementally on a year-to -year basis. Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could materially adversely affect the company’s financial condition or results of operations. Furthermore, contracts with the U.S. government may be terminated or suspended by the U.S. government at any time, with or without cause. Such contract suspensions or terminations could result in unreimbursable expenses or charges or otherwise adversely affect the company’s financial condition and/or results of operations.

In the second quarter of 2005, the U.S. government commenced an investigation which the company believes is focused on contracting matters related to certain U.S. government launch vehicle programs. The company cannot predict whether the government ultimately will conclude that there have been violations of any federal contracting laws, policies or procedures, or any other applicable laws. Should any such violations be alleged or found, the company could face the

possibility of criminal, civil and/or administrative penalties depending on the nature of such violations.


7.	Stock Plans and Equity Transactions

For the years ended December 31, 2006, 2005 and 2004, the company recorded a total of $8.0 million, $2.2 million and $1.5 million, respectively, of stock-based compensation expense and $2.6 million, $0.8 million and $0, respectively, of related income tax benefit.

Stock Plans

The company’s share-based incentive plans permit the company to grant restricted stock units, restricted stock, incentive or non-qualified stock options, and certain other instruments to employees, directors, consultants and advisers of the company. Restricted stock units and stock options generally vest over three years and are not subject to any performance criteria. Options expire no more than ten years following the grant date. Shares issued under the plans upon option exercise or stock unit conversion are generally issued from authorized but previously unissued shares. As of December 31, 2006, approximately 1.7 million shares of common stock were available for grant under the plans.

The company also has an Employee Stock Purchase Plan (“ESPP”) whereby employees may purchase shares of stock at the lesser of 85% of the fair market value of shares at the beginning or the end of quarterly offering periods. As of December 31, 2006, approximately 1.1 million shares of common stock were available for purchase under the ESPP. During the year ended December 31, 2006, compensation expense associated with the ESPP was $0.6 million.

Equity Transactions

The following tables summarize restricted stock unit and stock option transactions during the last three years:


		Restricted Stock Units					Options

					Weighted Average
		Number of			Measurement Date		Number of			Weighted Average
		Units			Fair Value		Options			Exercise Price

Outstanding at December 31, 2003			—		$	—		7,339,737		$	9.01
	Granted		—			—		1,154,500			12.09
	Exercised		—			—		(1,167,478	)		4.54
	Forfeited/ Expired		—			—		(284,222	)		20.18

Outstanding at December 31, 2004			—			—		7,042,537			9.80
	Granted		745,000			12.11		97,500			10.73
	Exercised		—			—		(477,488	)		5.94
	Forfeited/ Expired		—			—		(130,410	)		12.43

Outstanding at December 31, 2005			745,000			12.11		6,532,139			10.06
	Granted		673,750			17.68		55,000			12.98
	Exercised		—			—		(1,819,229	)		8.01
	Vested		(246,680	)		12.10		—			—
	Forfeited		(30,347	)		13.94		(12,211	)		7.02
	Expired		—			—		(176,186	)		13.10

Outstanding at December 31, 2006			1,141,723		$	15.34		4,579,513		$	10.81

The fair value of the restricted stock units granted was based on the closing market price of the company’s common stock on the measurement date of the award. During 2006, the total grant date fair value of restricted stock units that vested was $3.0 million. As of December 31, 2006, the aggregate intrinsic value of restricted stock units that are expected to vest in the future was $21.1 million. In addition, as of December 31, 2006, unrecognized compensation cost related to unvested restricted stock units was $11.7 million, which is expected to be recognized over a weighted-average period of 1.35 years.

The following table summarizes stock options outstanding at December 31, 2006:


		Options Outstanding						Options Exercisable

				Weighted Average		Weighted				Weighted
				Remaining		Average				Average
Range of		Number		Contractual		Exercise		Number		Exercise
Exercise Prices		Outstanding		Term (Years)		Price		Exercisable		Price

	$1.30 - $5.79		1,517,669		5.48	$	4.82		1,517,669	$	4.82
	5.80 - 12.05		1,537,434		6.13		9.77		1,523,268		9.77
	12.06 - 43.31		1,524,410		2.84		17.82		1,469,410		18.00

	$1.30 - $43.31		4,579,513		4.82	$	10.81		4,510,347	$	10.79

During 2006, 2005 and 2004, the total intrinsic value of options exercised (i.e., the difference between the market price on the exercise date and the price paid by the employee to exercise the options) was $15.7 million, $2.6 million and $9.6 million, respectively, and the total amount of cash received from the exercise of these options was $14.7 million, $2.8 million and $5.3 million, respectively.

As of December 31, 2006, the aggregate intrinsic value of stock options that are fully vested or are expected to vest was $34.9 million, and the weighted-average remaining contractual term of stock options currently exercisable was 4.82 years. In addition, as of December 31, 2006, there was less than $0.1 million of unrecognized compensation cost related to unvested stock options. The vesting period of stock options granted in 2006 is one year.

The total grant date fair value of stock options that were granted during 2006 was $0.3 million. The fair value of these options was estimated on the grant date using the Black-Scholes option pricing model. The model utilizes certain information, such as the interest rate on a risk-free security maturing generally at the same time as the option being valued, and requires certain assumptions, such as the expected amount of time an option will be outstanding until it is exercised or it expires and the volatility associated with the price of the underlying shares of common stock, to calculate the fair value of stock options granted. The company believes that this valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the company’s stock options granted in 2006. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards. The fair value of options granted during 2006 was estimated on the grant date with the following assumptions:


Volatility		51	%
Risk-free interest rate		4.35	%
Weighted-average fair value per share at grant date	$	6.11
Expected dividend yield		—
Expected life of options (years)		4.5

For 2005 and 2004, the company used the Black-Scholes option-pricing model to determine the pro forma impact under SFAS No. 123 on the company’s net income and earnings per share. This information and the assumptions used are summarized as follows:


	2005			2004

Volatility		57	%		64	%
Risk-free interest rate		3.71	%		3.06	%
Weighted-average fair value of options granted at market value during the year	$	5.01		$	5.06
Weighted-average fair value of options granted below market value during the year	$	4.41		$	5.55
Expected dividend yield		—			—
Average expected life of options (years)		4.5			2.5-4.5

The following table illustrates the effect on 2005 and 2004 net income and earnings per share if the company had applied the fair value recognition provisions of SFAS No. 123 (in thousands, except per share amounts) :


		2005			2004

Net income, as reported		$	27,849		$	201,135
Deduct: Net stock-based employee compensation expense determined under fair value based method			(2,429	)		(7,293	)
Add: Net stock-based employee compensation expense determined under APB No. 25			224			812

Pro forma net income		$	25,644		$	194,654

Net income per share:
	Basic — as reported	$	0.51		$	4.05
	Basic — pro forma	$	0.47		$	3.92
	Diluted — as reported	$	0.45		$	3.10
	Diluted — pro forma	$	0.41		$	3.00

In October 2005, the company modified 348,793 of its unvested stock options that were previously awarded to the company’s employees with an exercise price greater than $11.28, such that the stock options became fully vested on that date. The company’s stock price was $11.28 on the date of the modification. The primary purpose of this vesting acceleration was to eliminate approximately $400,000 in compensation expense that the company would have recognized in its consolidated income statement after the adoption of SFAS No. 123(R) on January 1, 2006.

Warrants

As of December 31, 2006, the company had no common stock warrants outstanding.

During 2006 and 2005, common stock warrant exercises consisted solely of the exercise of warrants originally issued in August 2002 to purchase up to approximately 16.5 million shares of the company’s common stock. Each warrant was exercisable for up to 122.23 shares of Orbital’s common stock at an exercise price of $3.86 per share for a period of four years from the date of their issuance. All of these warrants were exercised prior to their 2006 expiration date.

During 2004, 2.4 million common stock warrants with a $4.82 per share exercise price that had originally been issued in 2001 were exercised. The warrants expired on August 31, 2004. The company received $11.4 million of proceeds from the warrant exercises during 2004. A total of 2.1 million warrants expired unexercised.

Stockholder Rights Plan

In October 1998, the company adopted a stockholder rights plan in which preferred stock purchase rights were granted as a dividend at the rate of one right for each share of common stock to stockholders of record on November 13, 1998. The plan is designed to deter coercive or unfair takeover tactics. The rights become exercisable only if a person or group in the future becomes the beneficial owner of 15% or more of Orbital’s common stock or announces a tender or exchange offer that would result in its ownership of 15% or more of the company’s common stock. The rights are generally redeemable by Orbital’s Board of Directors at a redemption price of $0.005 per right and expire on October 31, 2008.

Securities Repurchase Transactions

In April 2006 and 2005, the company’s Board of Directors authorized the purchase of up to $50 million of the company’s outstanding debt and equity securities over a 12-month period. Under these securities purchase programs, the company repurchased and retired approximately 1.1 million shares of its common stock at a cost of $16.2 million during 2006 and 3.2 million shares of its common stock at a cost of $34.6 million during 2005. As of December 31, 2006, $45.4 million of repurchases were authorized through April 2007.

In December 2006, the company repurchased 2.7 million shares of its common stock for $50 million in connection with a financing transaction (see Note 4).


8.	Employee Benefit Plans

At December 31, 2006, the company had a defined contribution plan (the “Plan”) generally covering all full-time employees. Company contributions to the Plan are made based on certain plan provisions and at the discretion of the Board of Directors. The company made cash contributions of $9.2 million, $8.7 million and $8.1 million during 2006, 2005 and 2004, respectively.

At December 31, 2006, the company had two overfunded defined benefit plans that were frozen upon acquisition in a 1994 business combination. As of December 31, 2006 and 2005, the company had recorded a $5.4 million and $5.0 million asset, respectively, in other non-current assets related to the pension plans. The adoption of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)” at December 31, 2006 did not have a material impact on the company. The full overfunded amount at December 31, 2006 was equal to the pension-related asset recorded as of that date. The plans are not significant to the accompanying consolidated financials statements taken as a whole, and accordingly, additional related disclosures are omitted from these notes to the consolidated financial statements.

The company has a deferred compensation plan for senior managers and executive officers. At December 31, 2006 and 2005, liabilities related to this plan totaling $6.1 million and $5.2 million, respectively, were included in accrued expenses.


9.	Summary of Selected Quarterly Financial Data (Unaudited)

The following is a summary of selected quarterly financial data for the previous two years (in thousands, except per share data).


	Quarters Ended

	March 31		June 30		Sept. 30		Dec. 31

2006 ⁽¹⁾
Revenues	$	192,137	$	196,974	$	197,812	$	215,838
Gross profit		37,828		38,161		37,823		44,579
Income from operations		15,857		16,574		15,087		20,402
Net income		8,790		9,799		8,515		7,780
Basic income per share		0.16		0.17		0.14		0.13
Diluted income per share		0.14		0.16		0.14		0.12
2005
Revenues	$	167,149	$	177,403	$	159,324	$	199,574
Gross profit		27,811		32,485		30,113		34,277
Income from operations		12,066		14,584		12,170		13,637
Net income		6,051		7,515		6,766		7,517
Basic income per share		0.11		0.14		0.13		0.14
Diluted income per share		0.10		0.12		0.11		0.12

(1)

In December 2006 the company recorded a $10.4 million pretax debt extinguishment charge ($6.3 million after tax) related to the repurchase of notes payable in connection with the financing transaction described in Note 4. In addition, the company recorded a $1.6 million gain (pretax and after tax) in the fourth quarter of 2006 in connection with the liquidation of an investment that had been written off in 1999.

ORBITAL SCIENCES CORPORATION

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

FORM 10-K FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

(In thousands)


				Additions

						Charged/
		Balance at		Charged to		Credited to					Balance
		Start of		Costs and		Other					At End of
Description		Period		Expenses		Accounts		Deductions			Period

YEAR ENDED DECEMBER 31, 2004
	Allowance for doubtful accounts	$	187	$	—	$	—	$	(10	)	$	177
	Allowance for obsolete inventory		2,833		156		—		—			2,989
	Deferred income tax valuation allowance		246,437		—		—		(242,451	)		3,986
YEAR ENDED DECEMBER 31, 2005
	Allowance for doubtful accounts		177		—		—		(62	)		115
	Allowance for obsolete inventory		2,989		233		—		(2,602	)		620
	Deferred income tax valuation allowance		3,986		—		—		(797	)		3,189
YEAR ENDED DECEMBER 31, 2006
	Allowance for doubtful accounts		115		—		—		—			115
	Allowance for obsolete inventory		620		239		—		(41	)		818
	Deferred income tax valuation allowance		3,189		8,189		—		—			11,378


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*

None.


Item 9A.	*Controls and Procedures*

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures and Changes in Internal Control Over Financial Reporting

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective. There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Based on our evaluation under the framework in Internal Control — Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2006. Management’s assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2006 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.


Item 9B.	*Other Information*

None.

PART III


Item 10.	*Directors, Executive Officers and Corporate Governance*

The information required by this Item is included under the captions “Executive Officers of the Registrant” in Part I above and under the captions “Proposal 1 — Election of Directors — Directors to be Elected at the 2007 Meeting, — Directors Whose Terms Expire in 2008, — Directors Whose Terms Expire in 2009,” “Corporate Governance — Code of Business Conduct and Ethics,”

“Information Concerning the Board and Its Committees — Our Committees” and “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 12, 2007 and is incorporated herein by reference.


Item 11.	*Executive Compensation*

The information required by this Item is included under the captions “Executive Compensation — Compensation Discussion and Analysis, — Human Resources and Compensation Committee Report, — Summary Compensation Table, — Grants of Plan-Based Awards, — Additional Information with Respect to the Summary Compensation Table and Grants of Plan-Based Awards Table, — Outstanding Equity Awards at Fiscal Year-End, — Option Exercises and Stock Vested, — Pension Benefits, — Nonqualified Deferred Compensation, — Potential Payments Upon Termination or Change of Control,” “Compensation Committee Interlocks and Insider Participation” and “Information Concerning the Board and Its Committees — Director Compensation” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 12, 2007 and is incorporated herein by reference.


Item 12.	*Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*

Equity Compensation Plan Information

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2006:

Number of Securities

Remaining Available for

Number of Securities

Weighted-Average

Future Issuance Under

to be Issued

Exercise Price

Equity Compensation

Upon Exercise of

of Outstanding

Plans (excluding

Outstanding Options,

Options, Warrants

securities reflected

Plan Category

Warrants and Rights

and Rights

in first column)

Plans Approved by Security Holders ⁽¹⁾

441,619

25.92

1,057,818

Equity Compensation Plans Not Approved by Security Holders ⁽²⁾

4,137,894

9.20

601,763

Total

4,579,513

10.81

1,659,581

(1)

The equity compensation plans approved by our stockholders include our 1990 Stock Option Plan, our 1997 Stock Option and Incentive Plan (“1997 Option Plan”) and our 2005 Stock Incentive Plan (“2005 Stock Plan”). A subsequent amendment in 1998 to the 1997 Option Plan increasing the total number of authorized shares thereunder to 3,200,000 also was approved by our stockholders. For purposes of reporting on the options outstanding under the 1997 Option Plan, we have assumed that all 3,200,000 shares approved by stockholders were issued during 1997 and 1998. The 2005 Stock Plan has a maximum of 2,500,000 shares available for issuance, subject to adjustment upon the occurrence of certain events. The share numbers shown in this row do not include shares that may be issued under the company’s 1999 Employee Stock Purchase Plan, which currently has approximately 1,099,948 shares available for issuance, and

do not include 1,141,723 shares subject to outstanding restricted stock and restricted stock unit awards.

(2) As permitted by the then applicable rules of the NYSE, in 1999, 2000, 2001 and 2002, we amended the 1997 Option Plan to increase the number of securities available for issuance under that plan by 1,800,000, 1,800,000, 1,800,000 and 2,000,000 shares, respectively, without seeking the approval of our stockholders. The 1997 Option Plan provides for awards of incentive or non-qualified stock options and shares of restricted stock and stock units to employees, directors, consultants and advisers of the company and its subsidiaries without giving effect to any exercises or cancellations. Under the terms of the 1997 Option Plan, options may not be issued at less than 100% of the fair market value of the company’s common stock on the date of grant. Options expire no more than 10 years following the grant date.

The information required by this Item is also included under the caption “Ownership of Common Stock” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 12, 2007 and is incorporated herein by reference.


Item 13.	*Certain Relationships and Related Transactions, and Director Independence*

The information required by this Item is included under the caption “Information Concerning the Board and Its Committees — Related Person Transactions Policy, — Director Independence” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 12, 2007 and is incorporated herein by reference.


Item 14.	*Principal Accounting Fees and Services*

The information required by this Item is included under the caption “Other Matters — Fees of Independent Registered Public Accounting Firm, — Pre-Approval of Audit and Non-Audit Services” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 12, 2007 and is incorporated herein by reference.

PART IV


Item 15.	*Exhibits and Financial Statement Schedule*

(a) Documents filed as part of this Report:


	1.	Financial Statements


	The following financial statements, together with the report of independent registered public accounting firm, are filed as a part of this report:


	A. Report of Independent Registered Public Accounting Firm

	B. Consolidated Income Statements

	C. Consolidated Balance Sheets

	D. Consolidated Statements of Stockholders’ Equity

	E. Consolidated Statements of Cash Flows

	F. Notes to Consolidated Financial Statements


	2.	Financial Statement Schedule


	The following additional financial data are transmitted with this report and should be read in conjunction with the consolidated financial statements contained herein. Schedules other than those listed below have been omitted because they are inapplicable or are not required.


	Schedule II — Valuation and Qualifying Accounts


	3.	Exhibits


	A complete listing of exhibits required is given in the Exhibit Index that precedes the exhibits filed with this report.

(b) See Item 15(a)(3) of this report.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: March 1, 2007	ORBITAL SCIENCES CORPORATION

	By:	/s/ David W. Thompson David W. Thompson Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Dated: March 1, 2007


Signature:				Title:

/s/ David W. Thompson David W. Thompson				Chairman of the Board and Chief Executive Officer, Director (Principal Executive Officer)

/s/ James R. Thompson James R. Thompson				Vice Chairman, President and Chief Operating Officer, Director

/s/ Garrett E. Pierce Garrett E. Pierce				Vice Chairman and Chief Financial Officer, Director (Principal Financial Officer)

/s/ N. Paul Brost N. Paul Brost				Senior Vice President, Finance

/s/ Hollis M. Thompson Hollis M. Thompson				Vice President and Controller (Principal Accounting Officer)

/s/ Edward F. Crawley Edward F. Crawley				Director

/s/ Daniel J. Fink Daniel J. Fink				Director

/s/ Lennard A. Fisk Lennard A. Fisk				Director

/s/ Robert M. Hanisee Robert M. Hanisee				Director

/s/ Robert J. Hermann Robert J. Hermann				Director



/s/ Ronald T. Kadish Ronald T. Kadish				Director

/s/ Janice I. Obuchowski Janice I. Obuchowski				Director

/s/ James G. Roche James G. Roche				Director

/s/ Frank L. Salizzoni Frank L. Salizzoni				Director

/s/ Harrison H. Schmitt Harrison H. Schmitt				Director

/s/ Scott L. Webster Scott L. Webster				Director

EXHIBIT INDEX

The following exhibits are filed as part of this report. Where such filing is made by incorporation by reference to a previously filed statement or report, such statement or report is identified in parentheses.


Exhibit
Number			Description of Exhibit

	3	.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 to the company’s Registration Statement on Form S-3 (File Number 333-08769) filed and effective on July 25, 1996).
	3	.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
	3	.3	Certificate of Amendment to Restated Certificate of Incorporation, dated April 29, 1997 (incorporated by reference to Exhibit 3.3 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
	3	.4	Certificate of Amendment to Restated Certificate of Incorporation, dated April 30, 2003 (incorporated by reference to Exhibit 3.4 to the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
	3	.5	Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock, dated November 2, 1998 (incorporated by reference to Exhibit 2 to the company’s Registration Statement on Form 8-A filed on November 2, 1998).
	4	.1	Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the company’s Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990 and effective on April 24, 1990).
	4	.2	Indenture dated as of December 13, 2006, by and between Orbital Sciences Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K filed on December 13, 2006).
	4	.3	Form of 2.4375% Convertible Senior Subordinated Note due 2027 (incorporated by reference to Exhibit 4.2 to the company’s Current Report on Form 8-K filed on December 13, 2006).
	4	.4	Registration Rights Agreement dated as of December 13, 2006, by and among Orbital Sciences Corporation, Wachovia Capital Markets, LLC and Banc of America Securities LLC (incorporated by reference to Exhibit 4.3 to the company’s Current Report on Form 8-K filed on December 13, 2006).
	4	.5	Rights Agreement dated as of October 22, 1998, by and between Orbital Sciences Corporation and BankBoston N.A., as Rights Agent (incorporated by reference to Exhibit 1 to the company’s Report on Form 8-A filed on November 2, 1998).
	4	.6	Form of Rights Certificate (incorporated by reference to Exhibit 3 to the company’s Report on Form 8-A filed on November 2, 1998).
	10	.1	Amended and Restated Credit Agreement dated as of December 29, 2004, by and among Orbital Sciences Corporation, Bank of America, N.A., as administrative agent, Wachovia Bank, National Association, as documentation agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).


Exhibit
Number			Description of Exhibit

	10	.2	First Amendment to Amended and Restated Credit Agreement dated as of June 1, 2006, by and among Orbital Sciences Corporation, Bank of America, N.A., as administrative agent, Wachovia Bank, National Association, as documentation agent, and the other parties thereto (incorporated by reference to Exhibit 10.2 to the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).
	10	.3	Second Amendment to Amended and Restated Credit Agreement dated as of December 7, 2006, by and among Orbital Sciences Corporation, Bank of America, N.A., as administrative agent, Wachovia Bank, National Association, as documentation agent, and the other parties thereto (incorporated by reference to Exhibit 4.4 to the company’s Current Report on Form 8-K filed on December 13, 2006).
	10	.4	Amended and Restated Security Agreement dated as of December 29, 2004, by and between Orbital Sciences Corporation, Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10	.5	Lease Agreement dated as of May 18, 1999, by and between Boston Properties Limited Partnership and Orbital Sciences Corporation (incorporated by reference to Exhibit 10.4 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10	.6	Lease Agreement dated as of April 5, 1999, by and between Boston Properties Limited Partnership and Orbital Sciences Corporation (incorporated by reference to Exhibit 10.5 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10	.7	Lease Agreement dated as of December 1, 1999, by and between Boston Properties Limited Partnership and Orbital Sciences Corporation (incorporated by reference to Exhibit 10.6 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10	.8	Sale/Leaseback Agreement dated as of September 29, 1989, by and among Corporate Property Associates 8, L.P., Corporate Property Associates 9, L.P. and Space Data Corporation (incorporated by reference to Exhibit 10.2 to the company’s Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990).
	10	.9	First Amendment to Sale/Leaseback Agreement dated as of December 27, 1990, by and among Corporate Property Associates 8, L.P., Corporate Property Associates 9, L.P. and Space Data Corporation (incorporated by reference to Exhibit 10.2.1 to the company’s Annual Report on Form 10-K for the year ended December 31, 1991).
	10	.10	Orbital Sciences Corporation 1990 Stock Option Plan, restated as of April 27, 1995 (incorporated by reference to Exhibit 10.5.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995).*
	10	.11	Orbital Sciences Corporation 1997 Stock Option and Incentive Plan, amended as of April 27, 2006 (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).*
	10	.12	Orbital Sciences Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on May 2, 2005).*
	10	.13	Orbital Sciences Corporation Nonqualified Management Deferred Compensation Plan, amended and restated as of January 1, 2005 (transmitted herewith).*


Exhibit
Number			Description of Exhibit

	10	.14	Executive Relocation Agreement dated as of August 7, 2003, by and between Orbital Sciences Corporation and Ronald J. Grabe, Executive Vice President and General Manager, Launch Systems Group (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).*
	10	.15	First Amendment to Executive Relocation Agreement dated as of April 28, 2005, by and between Orbital Sciences Corporation and Ronald J. Grabe, Executive Vice President and General Manager, Launch Systems Group (incorporated by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K filed on May 2, 2005).*
	10	.16	Employment Offer Letter dated as of July 28, 2006, from Orbital Sciences Corporation to Carl A. Marchetto, Executive Vice President and General Manager, Space Systems Group (transmitted herewith).*
	10	.17	Executive Employment Agreement dated as of August 9, 2000, by and between Orbital Sciences Corporation and Garrett E. Pierce (incorporated by reference to Exhibit 10.3 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).*
	10	.18	Executive Employment and Change of Control Agreement dated as of August 9, 2000, by and between Orbital Sciences Corporation and Garrett E. Pierce (incorporated by reference to Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).*
	10	.19	Supplemental Employment Agreement dated as of July 19, 2002, by and between Orbital Sciences Corporation and Garrett E. Pierce (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).*
	10	.20	Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.23 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).*
	10	.21	Form of Executive Employment Agreement (incorporated by reference to Exhibit 10.2 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).*
	10	.22	Purchase Contract dated as of March 27, 2002, by and between Orbital Sciences Corporation and The Boeing Company (incorporated by reference to Exhibit 10.2 to the company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2003).**
	10	.23	Amendment dated as of January 13, 2005, to Purchase Contract by and between Orbital Sciences Corporation and The Boeing Company (incorporated by reference to Exhibit 10.22 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
	10	.24	Amendment dated as of January 18, 2006, to Purchase Contract by and between Orbital Sciences Corporation and The Boeing Company (incorporated by reference to Exhibit 10.22 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
	10	.25	Amendment dated as of February 5, 2007, to Purchase Contract by and between Orbital Sciences Corporation and The Boeing Company (transmitted herewith).
	10	.26	Form of Executive Nonstatutory Stock Option Agreement under the 1997 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.23 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).*


Exhibit
Number			Description of Exhibit

	10	.27	Form of Non-Employee Director Nonstatutory Stock Option Agreement under the 1997 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.24 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).*
	10	.28	Form of Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).*
	10	.29	Form of Non-Employee Director Stock Unit Agreement under the 1997 Stock Option and Incentive Plan (transmitted herewith).*
	10	.30	Form of Stock Unit Agreement under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on May 2, 2005).*
	10	.31	Form of Stock Unit Agreement under the 1997 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K filed on May 2, 2005).*
	10	.32	Non-Employee Director Compensation Program (transmitted herewith).*
	12		Statement re Computation of Ratio of Earnings to Fixed Charges (transmitted herewith).
	23		Consent of PricewaterhouseCoopers LLP (transmitted herewith).
	31	.1	Certification of Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec. 1350) (transmitted herewith).
	31	.2	Certification of Vice Chairman and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec. 1350) (transmitted herewith).
	32	.1	Written Statement of Chairman and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (transmitted herewith).
	32	.2	Written Statement of Vice Chairman and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (transmitted herewith).


*	Management Contract or Compensatory Plan or Arrangement.

**	Certain portions of this Exhibit were omitted by means of redacting a portion of the text in accordance with Rule 0-6 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.13

ORBITAL SCIENCES CORPORATION

NONQUALIFIED

MANAGEMENT DEFERRED

COMPENSATION PLAN

AMENDED AND RESTATED
AS OF JANUARY 1, 2005

ORBITAL SCIENCES CORPORATION
NONQUALIFIED MANAGEMENT DEFERRED COMPENSATION PLAN

AMENDED AND RESTATED AS OF JANUARY 1, 2005

WHEREAS , Orbital Sciences Corporation (“Orbital”) has decided to establish a deferred compensation plan for a select group of its key management and highly compensated employees; and

WHEREAS , the purpose of this Plan is to provide a select group of management or highly compensated employees with a tax-deferred capital accumulation program through their voluntary deferrals of Base Salary and Bonus and the allocation of Company Discretionary Contributions;

WHEREAS , this Plan of deferred compensation is intended to be a “top-hat plan” (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees) pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”); and

WHEREAS , this Plan is amended and restated to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any regulations promulgated thereunder and any other applicable guidance.

NOW, THEREFORE, the Orbital Sciences Corporation Nonqualified Management Deferred Compensation Plan is hereby amended and restated as of January 1, 2005 in accordance with the following terms and conditions:

ARTICLE 1 - Definitions

Unless the context or subject matter otherwise requires, the following definitions shall govern the Plan:

Section 1.01 Base Salary — the base salary established by the Company to be earned by a Participant during a calendar year.

Section 1.02 Beneficiary — a person (other than the Participant) who is entitled to receive benefits under the Plan because of his designation for such benefits by the Participant under the provisions of this Plan.

Section 1.03 Board — the Board of Directors of Orbital Sciences Corporation.

Section 1.04 Bonus — Management Incentive Plan compensation (or any successor plan).

Section 1.05 Committee — the Human Resources and Compensation Committee appointed by the Board to administer the Plan.

Section 1.06 Company — Orbital Sciences Corporation and its successors.

Section 1.07 Company Discretionary Contributions — the contributions made by the Company pursuant to the provisions of Section 3.02 of the Plan.

Section 1.08 Deferrals — the portion of a Participant’s Base Salary and/or Bonus that is deferred pursuant to the provisions of Article 3 of the Plan.

Section 1.09 Deferral Account — the separate unfunded account established and maintained on the books of the Company for each Participant pursuant to the provisions of Article 6 of the Plan, which is credited with Company Discretionary Contributions and Deferrals made on the Participant’s behalf. The Deferral Account shall include account balances accumulated under the Prior Plan that have been transferred to this Plan. To the extent necessary to reflect different vesting schedules and/or distribution dates, a Participant’s Deferral Account can include multiple sub-accounts.

Section 1.10 Deferral Election Form — the form designated by the Company for use by Participants to (a) contribute Deferrals to the Plan, (b) designate the deemed investment of the Deferral Account, and (c) select the timing and form of the distribution of Deferrals, Company Discretionary Contributions and/or amounts transferred to the Plan from the Prior Plan. The Committee may change the form at any time.

Section 1.11 Effective Date — September 1, 2003.

Section 1.12 Forfeiture — that portion of a Participant’s Deferral Account that is attributable to Company Discretionary Contributions and that is not Vested as of the date the Participant terminates employment with the Company.

Section 1.13 Grandfathered Amounts — any amounts deferred under the Plan for taxable years beginning prior to January 1, 2005 for which the Participant had a vested right as of December 31, 2004.

Section 1.14 Involuntary Separation From Service — events which result in a separation from service with the Company and which are generally not initiated by a Participant, including but not limited to a layoff, disability or discharge by the Company for any reason.

Section 1.15 Participant — an employee of the Company who is (a) determined by the Company to be a member of a select group of the Company’s management or highly compensated employees; and (b) designated by the Committee as a Participant under the Plan.

Section 1.16 Performance-Based Compensation — compensation that meets the requirements of performance-based compensation specified in Code Section 409A(a)(4)(B)(iii) and its regulations and other guidance promulgated thereunder. Performance-Based Compensation shall be designated as such by the Committee and must relate to services performed by the Participant during a designated incentive period of at least twelve (12) months.

Section 1.17 Plan — this Nonqualified Management Deferred Compensation Plan and any modification, amendment, extension or renewal thereof.

Section 1.18 Plan Year — the calendar year ending each December 31.

Section 1.19 Prior Plan — the Orbital Sciences Corporation 1995 Deferred Compensation Plan as in existence immediately prior to the transfer of assets and liabilities from such plan to this Plan, effective as of September 1, 2003.

Section 1.20 Specified Employee — a key employee (as defined in Code Section 416(i)) of the Company. An employee will be considered a “key employee” if such employee meets the requirements of this Section 1.20 at any time during the 12-month period ending on December 31 of any year (the “Identification Date”). If a person is a key employee, the person is treated as a Specified Employee for the 12-month period beginning on the April 1 ^st following the Identification Date, but only with respect to the payment of any benefits that are not Grandfathered Amounts.

Section 1.21 Unforeseeable Emergency — a severe financial hardship of the Participant resulting from: an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152(a)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. “Unforeseeable Emergency” may include the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication for the Participant and/or his spouse and dependents (as defined in Code Section 152(a)), or pay for the funeral expenses of a spouse or a dependent (as defined in Code Section 152(a)). Whether a Participant is faced with an Unforeseeable Emergency shall be determined by the Committee on the relevant facts and circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be relieved through: reimbursement or compensation from insurance or otherwise, by liquidation of

the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship; or by cessation of deferrals under the Plan.

Section 1.22 Valuation Date — the date on which a Participant’s Deferral Account is credited with Deferrals and earnings. For purposes of this Plan, and in accordance with the terms set forth by the Plan’s third-party administrator, a Participant’s Deferral Account will be subject to daily valuation.

Section 1.23 Vested — a Participant’s nonforfeitable interest in a portion of his Deferral Account. A Participant’s Vested interest shall be determined in accordance with the provisions of Article 5 of the Plan.

Section 1.24 Voluntary Separation From Service — events, other than those classified as an Involuntary Separation From Service, which are initiated by the Participant and which result in a separation from service with the Company. For purposes of this Plan, a Participant’s death will constitute a Voluntary Separation From Service.

ARTICLE 2 — Eligibility and Participation

Section 2.01 Eligible Persons . Eligibility to participate in the Plan is limited to (a) those management or highly compensated employees of the Company with a Base Salary of $125,000 or greater on January 1 of any Plan Year, and (b) any additional management or highly compensated employees of the Company who are designated as Participants by the Committee.

Section 2.02 Notice of Participation . The Committee shall notify in writing each Participant of his designation to participate in the Plan.

Section 2.03 Date of Entry . Those persons who are designated to participate in the Plan on or after the Effective Date shall become a Participant thirty (30) days after they are notified in writing of their designation to participate in the Plan.

Section 2.04 Application for Participation . As a condition to participation during any Plan Year, an eligible employee shall enroll in the Plan by making an election in accordance with Section 3.01 herein on the Company-approved Deferral Election Form. If, with respect to any Plan Year, a Participant fails to submit the form in a timely manner, he will be ineligible to make Deferrals in that Plan Year.

Section 2.05 Limitation on Participants . The Committee, in its sole discretion, may determine who qualifies as a Participant and may change the criteria (including salary requirements) at any time. The effective date of such change shall be determined by the Committee.

Section 2.06 Removal from Participation . The Committee may terminate a Participant’s participation for any reason. A Participant who is prospectively terminated from participating in this Plan is ineligible to make Deferrals or receive an allocation of Company Discretionary Contributions effective as of the date of termination in the Plan as determined by the Committee.

ARTICLE 3 — Participant Deferrals and Company Contributions

Section 3.01 Participant Deferrals . As set forth more fully below, a Participant may defer a portion of his Base Salary, which would otherwise be earned and payable during any Plan Year, by executing a Deferral Election Form pursuant to subsection (a) of this Section. A Participant may defer a portion of his Bonus, which would otherwise be earned and payable during any Plan Year, by executing a Deferral Election Form pursuant to subsection (b) of this Section. Subject to the rules set forth by the Committee and the limitations set forth below, the maximum Deferral is one hundred percent (100%) of the Participant’s Base Salary and Bonus. No deferral election shall reduce a Participant’s compensation below the amount necessary to satisfy the following obligations: applicable employment taxes (e.g., FICA/Medicare) on amounts paid or deferred; withholding requirements of a Company-sponsored benefit plan; or income tax withholding for compensation that is not deferred. Except as otherwise provided under this Plan, once an election to defer amounts under this Plan for any calendar year has become effective (e.g., as of January 1 ^st ), that election shall be irrevocable.

(a) Salary Deferral Contribution .

(i) Submission of Deferral Election Form . Each Participant who wishes to participate in the Plan and defer a portion of his Base Salary must submit a Deferral Election Form to the Committee no later than December 15 of the year immediately prior to the Plan Year with respect to which the election is to be effective. The Deferral Election Form, once properly completed and submitted to the Committee, shall be effective as of the first pay period of the following Plan Year. In the case of a person who becomes a Participant after the first day of a Plan Year, the Deferral Election Form must be filed with the Committee no later than thirty (30) days after he becomes eligible to participate in the Plan or as otherwise determined by the Committee. However, such election shall be prospective and shall apply only to Base Salary earned after the election is made. If, with respect to any Plan Year, a Participant fails to submit the form in a timely manner, he will be ineligible to make Deferrals in that Plan Year. The Deferral Election Form is effective for one 12-month period only. A Participant must file a new Deferral Election Form each year as determined by the Committee.

(ii) Deferral Period . The Deferral Election Form will establish the deferral period for the Base Salary. The deferral period shall begin on the first day of the Plan Year with respect to which the Deferral Election Form is filed (or, in the case of Participants becoming

eligible after the Effective Date, on the first day of a pay period following the filing of a Deferral Election Form). The deferral period shall end on the earlier of: (A) a Participant’s separation from service; or (B) the scheduled in-service withdrawal date specified on the Deferral Election Form (such scheduled in-service withdrawal dates shall be a minimum of two years from the date the deferral period commenced). The Participant may designate different deferral periods for the Base Salary contributed each Plan Year by filing a separate Deferral Election Form in accordance with Section 3.01(a)(i).

(b) Bonus Deferral Contribution .

(i) Submission of Deferral Election Form . Each Participant who wishes to participate in the Plan and defer a portion of his Bonus must submit a Deferral Election Form to the Committee no later than December 15 of the year immediately prior to the Plan Year with respect to which the election is to be effective. Notwithstanding the foregoing, and at the option of the Committee, for deferrals of any Bonus that qualifies as Performance-Based Compensation, a Participant may file a Deferral Election Form with the Committee at any time up to the date that is at least six (6) months before the end of the performance period.

The Deferral Election Form with respect to Bonuses is effective for one 12-month period only. A Participant must file a new Deferral Election Form in order to defer the Bonus that is earned during the subsequent 12-month period commencing each January 1.

(ii) Deferral Period . If a Participant has elected to defer his Base Salary, the deferral period corresponding to the Base Salary deferred in a Plan Year will govern the deferral period for the Bonus earned with respect to that Plan Year. If a Participant has not elected to defer his Base Salary, the Deferral Election Form with respect to the Bonus will establish the deferral period for the Bonus. Such deferral period shall begin on the January 1 following the Plan Year with respect to which the Bonus was earned and shall end on the earlier of: (A) a Participant’s separation from service; or (B) the scheduled in-service withdrawal date specified on the Deferral Election Form (such scheduled in-service withdrawal dates shall be a minimum of two years from the date the deferral period commenced). If a Participant has not elected to defer his Base Salary, the Participant may designate different deferral periods by filing a separate Deferral Election Form for each Bonus.

Section 3.02 Company Discretionary Contributions . The Company, in its sole and absolute discretion, may at any time credit a Company Discretionary Contribution to a Participant’s Deferral Account. The Company shall determine the amount of the Company Discretionary Contribution, which Participants are eligible to share in the allocation of the Company Discretionary Contribution and the vesting of the Company Discretionary Contribution. Participants who, with respect to any Plan Year, are not making Deferrals may, in the sole discretion of the Committee, be eligible for the allocation of a Company Discretionary Contribution for such Plan Year. In the event a Participant has not established a Deferral

Account, the Company shall determine how the Company Discretionary Contribution will be deemed invested until such time as the Participant directs otherwise.

Section 3.03 Amounts Transferred from Prior Plan . Effective September 1, 2003, all assets and liabilities attributable to the Prior Plan were transferred to and became payable under this Plan. The deferral period for amounts attributable to the Prior Plan held in a Participant’s Deferral Account began on September 1, 2003 and ends on the earlier of: (A) a Participant’s termination from employment; or (B) the scheduled in-service withdrawal date specified on the Deferral Election Form (which date is not prior to September 1, 2005). If a Participant failed to submit such a Deferral Election Form, the amount held in such Participant’s Deferral Account attributable to the Prior Plan shall be paid in a lump sum following his termination from employment (whether on account of an Involuntary Separation From Service or a Voluntary Separation From Service).

ARTICLE 4 — Investment of Deferral Account

Section 4.01 Participant Election . The Participant may elect in writing to have a specified percentage of his Deferral Account deemed invested in one or more investment fund(s) made available by the Company from time to time provided that the specified percentage is in whole numbers, the minimum designation is one percent (1%) and the sum of the percentages allocated does not exceed one hundred percent (100%). The Participant agrees on behalf of himself and his Beneficiary to assume all risks in connection with any decrease in the value of funds credited to the Participant’s Deferral Account that are deemed so invested or which continue to be deemed to be invested in accordance with the provisions of the Plan. The Committee may add, delete or otherwise alter the deemed investments allowed under this Plan at any time.

Section 4.02 Change of Deemed Investment Election . In accordance with any procedures established by the Committee, each Participant may elect to change the deemed investment of all or a portion of his Deferral Account among the investments then allowed by the Plan on a daily basis by providing the Committee with such completed forms as the Committee may require.

Section 4.03 Investment Options . In addition to those investment funds made available by the Company from time to time, any funds credited to the Deferral Account may be kept in cash or invested and reinvested in mutual funds, stocks, bonds, securities, insurance contracts, or any other assets as may be selected by the Committee. Notwithstanding the foregoing, the Committee may (but is not required to) invest the funds reflected in the Deferral Account of a Participant in accordance with the Participant’s deemed investment directions.

ARTICLE 5 — Vesting and Forfeiture of Benefits

Section 5.01 Participant Deferral . Each Participant will be Vested in the amounts in his Deferral Account attributable to Deferrals and his account balance accumulated under the Prior Plan (and associated earnings thereof) at all times.

Section 5.02 Company Contributions . Each Participant will be Vested in the amounts in his Deferral Account attributable to Company Discretionary Contributions upon the earlier of: (i) the date the Participant satisfies the vesting schedule established below; (ii) the date the Participant reaches age sixty (60) provided the Participant is still employed by the Company; or (iii) the date the Participant becomes disabled (as determined by the Committee in its sole discretion). Notwithstanding the above, if a Participant dies while in the employ of the Company, all amounts credited to the Participant’s Deferral Account will be Vested.

Each Participant shall vest in the Company Discretionary Contributions credited to his Deferral Account in accordance with the following schedule: a Participant who completes one year of service with the Company will be 33% Vested in all Company Discretionary Contributions allocated to his Deferral Account; a Participant who completes two years of service with the Company will be 66% Vested in all Company Discretionary Contributions allocated to his Deferral Account; and a Participant who completes three years of service with the Company will be 100% Vested in all Company Discretionary Contributions allocated to his Deferral Account.

For purposes of calculating years of service under the aforementioned vesting schedule, a Participant will be credited with one year of service for each Plan Year in which he works 1,000 hours of service. The term “hours of service” shall have the same meaning ascribed thereto in the Deferred Salary & Profit Sharing Plan For Employees of Orbital Sciences Corporation.

Notwithstanding the above, the Committee may modify the aforementioned vesting schedule for Company Discretionary Contributions not yet made to the Plan at any time.

Section 5.03 Forfeitures . All Forfeitures in a Participant’s Deferral Account as of the date the Participant terminates employment with the Company shall be cancelled, and the Participant shall forfeit any right to the payment to him of such Forfeitures.

ARTICLE 6 — Deferral Account

Section 6.01 Deferral Accounts . The Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Each Participant’s Deferral Account shall be further divided into separate sub-accounts (“investment fund sub-accounts”), each of which corresponds to a deemed investment fund elected by the Participant pursuant to Section 4.01. The Participant’s Deferral Account shall be credited as follows:

(a) As of each Valuation Date, the Committee shall credit the investment fund sub-accounts of the Participant’s Deferral Account with (i) an amount equal to the Deferrals made by the Participant during each pay period in accordance with the Participant’s elections under Section 4.01 and (ii) an amount equal to the Company Discretionary Contributions allocated to the Participant during any such pay period. The portion of the Participant’s Deferrals or Company Discretionary Contributions that the Participant has elected to be deemed to be invested in a certain type of investment fund shall be credited to the investment fund sub-account corresponding to that investment fund.

(b) As of each Valuation Date, each deemed investment fund sub-account of the Participant’s Deferral Account shall be credited with earnings or losses.

Section 6.02 Quarterly Reports . The Committee shall make available Deferral Account information to Participants at least quarterly.

Section 6.03 Title to Assets . The Company shall not be required to segregate any assets of any kind to meet the obligation of the Plan. Any claim of title to and beneficial ownership of any assets which the Company has designated to pay the deferred compensation benefits hereunder shall at all times be that of a general unsecured creditor of the Company, and a Participant shall have no property rights in those assets.

ARTICLE 7- Benefit Distributions

Section 7.01 In General . Unless they are forfeited in accordance with Article 5, the terms and conditions of benefit payments to a Participant who is eligible to receive benefits under the Plan are set forth in this Article. Except as provided in Section 7.11, distributions pursuant to Sections 7.02, 7.03 and 7.09 will commence as soon as administratively feasible after the last day of the month following the month that contains the Participant’s separation from service date. Distributions pursuant to Sections 7.05, 7.06 and 7.07 shall be made as soon as administratively feasible after he becomes eligible for such distribution.

Section 7.02 Voluntary Separation From Service . Upon a Participant’s Voluntary Separation From Service, the Participant is entitled to a distribution of benefits from the Vested portion of his Deferral Account. With respect to Grandfathered Amounts, the Participant may request a change to the form of distribution previously elected by submitting a written request to the Committee. The Committee then may approve or deny the request at its sole discretion.

With respect to all Plan benefits other than Grandfathered Amounts, except as provided in Section 7.04, the form of distribution is the form irrevocably elected on the Deferral Election Form. The forms of distribution permitted are set forth below:

(a) Normal Form of Distribution . The normal form of distribution is a lump sum payment.

(b) Optional Forms of Distribution . Participants who properly complete and submit a Deferral Election Form in accordance with Article 3 may elect to receive their distribution of benefits in monthly installment payments not to exceed six years and/or 72 installment payments. Such monthly installment payments must be paid out in 12-month increments, e.g., a Participant may only request 12, 24, 36, 48, 60 or 72 installment payments.

(c) Distribution of Small Benefits . Notwithstanding the foregoing, if the Participant’s Deferral Account is ten thousand dollars ($10,000) or less, a distribution for any reason shall be made in the form of a lump-sum payment.

Section 7.03 Involuntary Separation From Service . Upon a Participant’s Involuntary Separation From Service, the Participant is entitled to a distribution of benefits from the Vested portion of his Deferral Account. With respect to Grandfathered Amounts, the Participant may request a change to the form of distribution previously elected by submitting a written request to the Committee. The Committee may then approve or deny the request at its sole discretion.

Section 7.04 Changes in Elected Form of Plan Benefits Other Than Grandfathered Amounts . Notwithstanding the foregoing, and subject to Code Section 409A, accompanying regulations and any related guidance, the Committee, in its sole discretion, is authorized to provide a Participant with the right to change a form of a benefit comprised of non-Grandfathered Amounts previously elected by a Participant on his Deferral Election Form provided that such election change (i) does not take effect until at least 12 months after the date on which the new Deferral Election Form is filed with the Committee, (ii) the payment with respect to such change in election is deferred for a period of not less than 5 years after the date such payment would otherwise have been made or would commence to be paid (except to the extent payable as a result of death or disability), and (iii) the election change is made at least 12 months prior to the date the payment(s) would otherwise have commenced. In the case of an ineffective change, benefits will be paid in accordance with the most recent valid Deferral Election Form.

Section 7.05 Scheduled In-Service Withdrawals . Subject to Section 7.05(a) and Section 7.11, a Participant who properly completes and submits a Deferral Election Form and elects to receive a distribution prior to his separation from service will receive benefits in one (1) lump sum payment or in monthly installment payments not to exceed six years and/or 72

installment payments. Such monthly installment payments must be paid out in 12-month increments, e.g., a Participant may only request 12, 24, 36, 48, 60 or 72 installment payments.

(a) Criteria to Elect Scheduled In-Service Withdrawal . In order to select a scheduled in-service withdrawal date, a Participant must complete a Deferral Election Form and elect a distribution date that is at least two (2) years from the date the deferral period commenced. Notwithstanding any provision of this Plan to the contrary, a Participant shall not be entitled to receive the unvested portion of his Deferral Account. In this case, the deferral period with respect to the unvested portion shall be automatically extended until the Participant becomes Vested in such amount. If the Participant elected to receive a lump sum payment prior to becoming Vested, the portion of his Deferral Account that was unvested at his scheduled in-service withdrawal date shall, subject to Section 7.11, be paid in a lump sum as soon as practical after he becomes Vested in such amount. If the Participant elected to receive monthly installment payments prior to becoming Vested, the portion of his Deferral Account that was unvested at his scheduled in-service withdrawal date shall be paid out after he becomes Vested in monthly installments equal to the number of payments remaining in the scheduled in-service withdrawal.

(b) Election to Extend Scheduled In-Service Withdrawal . Notwithstanding the foregoing, the Committee, in its sole discretion, is authorized to provide a Participant with a one-time right to extend the in-service withdrawal date originally elected by such Participant to a later date if the election change (i) does not take effect until at least twelve (12) months after the date on which the new election is filed with the Committee, (ii) the payment with respect to such change in election is deferred for a period of not less than five (5) years after the date such payment would otherwise have been made or would commence to be paid (except to the extent payable as a result of death or disability), and (iii) the election change is made at least twelve (12) months prior to the date the payment(s) would otherwise have commenced.

Section 7.06 Nonscheduled In-Service Withdrawals of Grandfathered Amounts . A Participant may request to receive all Grandfathered Amounts in the form of a lump sum payment at any time. Subject to the approval of the Committee, a Participant who elects this type of benefit distribution will receive ninety percent (90%) of the Vested portion of his Grandfathered Amounts and will forfeit the remaining ten-percent (10%). As a result of such non-scheduled in-service withdrawal, the Participant will be ineligible to participate in the Plan for purposes of making Deferrals for the Plan Year next following the Plan Year in which he received the lump sum payment.

Section 7.07 Hardship Distributions — Withdrawal of Deferrals .

In the event that a Participant suffers an Unforeseeable Emergency (defined below), the Participant shall be permitted to withdraw from the Vested portion of his Deferral Account an amount equal to the amount reasonably necessary to satisfy the emergency need

(which may include amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution). The Participant must first submit a written withdrawal request to the Committee explaining the nature of the Unforeseeable Emergency and the amount required to meet the need. The Participant will be required to certify that the need cannot be reasonably met from other sources. If a Participant qualifies for a hardship distribution under this Section 7.07 or has received a hardship distribution pursuant to Treasury Regulation Section 1.401(k)-1(d)(3), he may cancel his deferral election with regard to compensation to be earned in the remainder of the Plan Year. Any later deferral election will be subject to the provisions under Code Section 409A governing initial deferral elections.

Section 7.08 Forfeiture of Company Discretionary Contributions . Notwithstanding any provisions of this Plan to the contrary, if (a) a Participant’s separation from service (whether on account of an Involuntary Separation From Service or a Voluntary Separation From Service) is due to theft, proven dishonesty, gross misconduct, embezzlement, fraud, conviction of a felony (whether or not related to the employment relationship), disclosure of trade secrets or business information of the Company or use of the facilities, premises or other assets of the Company to conduct unlawful or unauthorized activities or transactions, or (b) a Participant, subsequent to separation from service, violates the terms of any restrictive covenant applicable to the Participant, then all unpaid amounts credited to the Participant’s Deferral Account attributable to Company Discretionary Contributions shall be forfeited. All determinations as to the applicability of this Section 7.08 shall be determined by the Committee in its sole discretion and shall be conclusive.

Section 7.09 Death Benefits .

(a) Death Before Separation from Service . In the event that a Participant incurs a Voluntary Separation From Service because of death, his Beneficiary shall be entitled to receive a death benefit that shall equal the value of the Participant’s Deferral Account, as of the Valuation Date immediately preceding the distribution date. The portion of the death benefit attributable to the Participant’s Deferral Account shall be paid in accordance with the distribution form selected by the Participant (but subject to 7.02(c)).

(b) Death After Separation from Service . In the event that a Participant who is receiving a monthly distribution of benefits after incurring a Voluntary or Involuntary Separation From Service dies, his Beneficiary shall be entitled to receive the remaining installment payments from the Participant’s Deferral Account as they become due. Payment of benefits under this Section shall be made in the form of payment selected by the Participant. Notwithstanding the foregoing, with respect to payment of any remaining Grandfathered Amounts, the Committee, in its sole discretion, may elect to pay any remaining benefit payable to the Beneficiary in the form of a lump sum payment as soon as reasonably practicable after the date of death.

Section 7.10 Tax Liability . In the event the Plan is required to distribute benefits to any Participant in compliance with a change in the law, the Participant shall bear all tax consequences associated with the premature payment of his Deferral Account. Notwithstanding the above, the Participant will be responsible for all taxes in conjunction with the deferral or distribution of his benefits.

Section 7.11 Payments to Specified Employees . Any payment to a Specified Employee on account of a Voluntary Separation From Service or Involuntary Separation From Service, shall not commence earlier than the first date of the seventh month following the date of separation from service. Payments to which a Specified Employee would otherwise be entitled during the first six months following the date of separation from service will be accumulated and paid out in a lump sum commencing the first date of the seventh month following the date of Separation from Service.

ARTICLE 8 — Administration

Section 8.01 Responsibilities and Powers of Committee . The Committee shall be the agent for service of legal process regarding any litigation arising out of the operation and administration of the Plan. The Plan shall be administered by the Committee. The Committee shall have the authority to delegate some or all of its powers with respect to the Plan to designated representatives, including, but not limited to, the Company’s Pension and Retirement Committee. Subject to Section 10.11, the Committee shall also have the discretionary power to establish and revise rules and procedures relating to the administration of the Plan, interpret the provisions of the Plan and answer all questions and settle all disputes which may arise in connection with the Plan.

Section 8.02 Interpretation of Plan . The Committee shall, subject to the requirements of the law, be the sole judge of the standard of proof required in any case and the application and interpretation of this Plan, and decisions of the Committee shall be final and binding on all parties. The Committee shall have the exclusive right and discretionary authority to construe the terms of the Plan, to resolve any ambiguities, and to determine any questions which may arise with the Plan’s application or administration, including but not limited to, determination of eligibility for benefits. Whenever in the Plan the Committee is given discretionary powers, the Committee shall exercise such powers in a uniform and nondiscriminatory manner. The Committee shall process a claim for benefits as speedily as is feasible, consistent with the need for adequate information and proof necessary to establish the Participant’s benefit rights and to commence payment of benefits.

ARTICLE 9 — Application for Benefits and Claims Procedure

Section 9.01 Notice of Denial of Benefit . In the event that a request for distribution of benefits is denied in whole or in part, a Participant whose request for benefits has been denied shall be notified of such denial in writing by the Committee. The denial notice shall specify the reason or reasons for the denial, make specific references to pertinent Plan provisions, describe any additional material or information necessary for the Participant to perfect the claim, and shall advise the Participant of the procedure for the appeal of such denial.

Section 9.02 Appeals Procedure . All appeals shall be made in accordance with the following procedure:

(a) The Participant or his duly authorized representative shall file with the Committee a request to appeal the denial within sixty (60) days of notification by the Committee of the claim denial. The request shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.

(b) The Committee shall consider the merits of the Participant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as it shall deem relevant.

(c) Within forty-five (45) days after a request for review has been received, the Committee shall render a decision upon the appealed claim that shall be in writing and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision was based. The decision rendered by the Committee shall be binding on all parties.

ARTICLE 10 — General Provisions

Section 10.01 No Alienation or Assignment of Benefits . Payments of benefits under this Plan to any Participant shall not be subject to any claim of any creditor of such Participant, and, in particular, to the fullest extent permitted by law, all such payments shall be free from attachment, garnishments, trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, pledge, encumber, assign, sell, or transfer any potential payment of benefits hereunder.

Section 10.02 No Contract of Employment . Nothing contained herein shall be construed as conferring upon a Participant the right to continue in the employ of the Company.

Section 10.03 Other Retirement Plans . Any compensation deferred under this Plan shall not be deemed salary or other compensation to a Participant for the purpose of computing

benefits to which he may be entitled under any ERISA-covered benefit plan of the Company, provided it is permissible to do so under such plan.

Section 10.04 Heirs, Assigns and Successors . This agreement is binding upon and inures to the benefit of the Company, its successors and assigns and the Participant and his heirs, executors, administrators and legal representatives.

Section 10.05 Amendment or Termination . The Committee has the right to amend the Plan with retroactive effect if necessary, at any time; provided that, in no event shall the Committee have the authority to adopt any amendment having a significant cost to the Company. Except as provided below, the Board retains the right to modify the powers of the Committee to amend the Plan, to amend the Plan (with retroactive effect if necessary) or to terminate the Plan, at any time.

The Plan may be frozen at any time by the Board so that no new amounts can be deferred under the Plan. In the event that the Plan is frozen, benefits shall be held in the Plan and paid out in accordance with the terms of the Plan.

The Plan may be terminated at any time by the Board, provided that, to the extent required by Code Section 409A and its regulations and other guidance thereunder: (i) all other account balance plans and arrangements maintained by the Company are terminated with respect to all Participants, (ii) no payments, other than those otherwise payable under the terms of the Plan absent a termination of the Plan, are made within 12 months of the termination of the Plan, (iii) all payments are made within 24 months of the termination of the Plan, and (iv) the Company does not adopt another deferred compensation plan with an account balance feature at any time for a period of five years following the date of termination of the Plan.

Section 10.06 Severability of Provisions . If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

Section 10.07 Controlling Law . This Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia.

Section 10.08 Grammatical Construction . Pronouns or other words indicating the masculine gender shall be deemed to include the feminine gender, and singular words shall include the plural in all cases where such meaning would be appropriate.

Section 10.09 Unauthorized Representations . The Company shall not be bound by the representations of any person, other than the Committee, regarding eligibility for benefits under the Plan or any other matter relating to the Plan.

Section 10.10 Designation of Death Benefit Beneficiary . In accordance with procedures established by the Committee, in its sole discretion, each Participant may designate any person or persons (primarily or contingently) as his Beneficiary to whom his Plan benefits shall be paid if he dies prior to receipt of all such benefits. Such Beneficiary designation shall be effective only if in writing on forms provided by the Committee and if such form is delivered to the Committee during the lifetime of the Participant.

Section 10.11 Compliance with Code Section 409A. This Plan is intended to comply with the requirements of Code Section 409A and regulations and other guidance thereunder. The Committee shall interpret the Plan provisions in a manner consistent with the requirements of Code Section 409A and regulations and other guidance thereunder. To the extent one or more provisions of this Plan do not comply with Code Section 409A, such provision shall be automatically and immediately voided, and shall be amended as soon as administratively feasible and shall be administered to so comply.

Exhibit 10.16

David W. Thompson
Chairman and Chief Executive Officer

28 July 2006

Mr. Carl A. Marchetto
[Address Redacted]

Dear Carl:

This letter confirms my verbal invitation to you to join Orbital Sciences Corporation as Executive Vice President and General Manager of our Space Systems Group, and outlines the compensation and benefits package that 1 propose. As we discussed, in this position you would report directly to me and be based at the company’s headquarters in Dulles, VA.

Your compensation package would consist of several elements. Your annual salary in 2006 would be $350,000, paid on a bi-weekly basis. You would be eligible for the first regular salary adjustment in January 2007. In addition, you would participate in Orbital’s management incentive plan (MIP), which provides for an annual target bonus equal to 50% of your base salary. MIP bonuses are paid in cash in February or March of each year, based on individual, operating group and company performance in the preceding year. Since you would be joining Orbital part of the way through 2006, your MIP bonus for this year would be prorated at 50%.

As part of a long-term incentive program, you would also be granted 50,000 initial stock units when you join the company; the first 25,000 units would vest at one year of employment and the second 25,000 units would vest at two years of employment. This grant would be made under Orbital’s 1997 Stock Option and Incentive Plan and would be subject to the terms of our standard Stock Unit Agreement. In subsequent years, you would be eligible for a target grant of 25,000 stock units when grants are issued to Orbital employees, with a vesting schedule in accordance with the terms of the future grant. Upon each vesting date, we will withhold the number of shares equivalent to your tax withholding obligations. Our Stock Unit Agreement form and a copy of the Stock Option and Incentive Plan are enclosed.

Orbital will also provide you with a signing incentive in the amount of $200,000, less applicable withholding taxes, payable no later than 14 days from the date you start work. In the event that your employment with the company terminates prior to your second anniversary for any reason other than disability, death or good reason (as defined in your Executive Change of Control Agreement), then you will be obligated to repay a portion of the bonus as follows:


If you leave during your first year of employment	$	100,000
If you leave during your second year of employment	$	100,000

In addition, Orbital will provide reimbursement for reasonable moving and relocation expenses in accordance with the enclosed Executive Relocation Policy. Please note that certain relocation expenses are considered to be income by the Internal Revenue Service and, as such, Orbital is required to withhold Federal income, FICA, and state and local taxes on them. However, the company will make you “tax neutral” by grossing up the appropriate amounts based on your Orbital earnings.

Orbital Sciences Corporation • 21839 Atlantic Boulevard, Dulles, Virginia 20166 • 703-406-5000


Mr. Carl A. Marchetto 28 July 2006

To assist you during the transitionary period before your family moves to the Dulles area, Orbital will reimburse you for airfare (coach/economy class) to travel to your home in Victor, New York on weekends for a period of up to one year.

You will be eligible to participate in all company-sponsored benefit programs. To supplement our standard composite leave accrual of 15 days per year, you will receive five days of other paid leave per year, for the first two years of your employment. When you have completed two years of employment, you will accrue composite leave at the regular rate of 20 days per year and your other paid leave eligibility wilt end. In addition, you will be eligible for Executive Life Insurance (two times base salary up to $1,500,000) and Executive Long-Term Disability Insurance (a non-taxable benefit of up to $20,000 per month) coverage.

You may also take advantage of Orbital’s nonqualified Deferred Compensation Plan. Under this plan, you have the opportunity to defer the payment of a portion of your annual compensation, and thereby also defer the income tax applicable to that compensation, and to offset the government-imposed limitations on qualified retirement plan benefits. Further, you will be covered by an Executive Change of Control Agreement that would provide for a severance package of two years of salary and applicable annual bonuses under certain circumstances. A copy of this agreement is enclosed.

This offer is contingent on the successful completion of a limited background investigation, which I expect we will conclude by early next week. The company is flexible relating to your schedule for starting work, but I would hope a date on or about September 1 ^st would be feasible.

Carl, I am very excited about the prospects of your joining the company and contributing to our business success. I look forward to working with you to create an even brighter future for Orbital and its shareholders. If the terms of this offer are acceptable to you, please .sign in the space below and return this letter to me.

With best regards,

David W. Thompson
Chairman and Chief Executive Officer


Enclosures:		Stock Unit Agreement
		1997 Stock Option and Incentive Plan
		Executive Relocation Agreement
		Form Executive Change of Control Agreement

ACCEPTANCE:

I accept this offer of employment and agree to the terms above.


/s/ Carl A. Marchetto		8-8-2006
Carl A. Marchetto		Date

ORBITAL SCIENCES CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN

STOCK UNIT AGREEMENT

Orbital Sciences Corporation, a Delaware corporation (the “Company”), hereby grants stock units (“Stock Units”) relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Grantee. This grant of stock units is conditioned upon the Grantee’s acceptance of the terms and conditions set forth in this Stock Unit Agreement (the “Agreement”) and in the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan (the “Plan”), a copy of which will be provided on request. The Plan will control in the event any provisions of this Agreement should appear to be inconsistent with the terms of the Plan.


Grant Date:


Name of Grantee:


Number of Stock Units Covered by Grant:

Vesting Schedule:


Vesting Date		Vesting Percentage


Attachment		*This is not a stock certificate or a negotiable instrument.*

ORBITAL SCIENCES CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN

STOCK UNIT AGREEMENT

The capitalized terms below shall have the meanings assigned to them in the Plan, unless otherwise defined in this Agreement.


Stock Unit Transferability		This grant is an award of Stock Units in the number of units set forth on the cover sheet, subject to the vesting conditions described below. Your Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process.

Vesting		Your Stock Unit grant shall vest according to the schedule set forth on the cover sheet; provided , that , you are an employee or director of the Company on the relevant vesting dates. If your employment or directorship (“Service”) is terminated other than by reason of death or Total Disability, you will forfeit any Stock Units in which you have not yet become vested. If you die or incur a Total Disability prior to any of the relevant vesting dates, then your interest in the Stock Units will become 100% vested upon the date of such event (the “Accelerated Vesting Date”).

Delivery of Stock Pursuant to Stock Units		The shares of Stock represented by this Agreement shall be delivered to you, or to your eligible beneficiary or your estate on the vesting dates set forth on the cover sheet (the “Vesting Dates”) or on the Accelerated Vesting Date, as applicable; provided , that , if your Service is terminated other than by reason of death, Total Disability or Cause prior to any of the Vesting Dates, you will instead be delivered the vested portion of the shares of Stock represented by this Agreement. If the Board determines that you engaged in conduct that would constitute Cause, then you shall forfeit of all of your Stock Units.

Withholding Taxes		In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to this grant, the Company shall cause an immediate forfeiture of shares of Stock subject to the Stock Units granted pursuant to this Agreement in an amount equal to the withholding or other taxes due.

Retention Rights		This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity.

Stockholder Rights		You do not have any of the rights of a stockholder with respect to the Stock Units unless and until the Stock relating to the Stock Units has been delivered to you. You will, however, be entitled to receive, upon the Company’s payment of a cash dividend on outstanding Stock, a cash payment for each Stock Unit that you hold as of the record date for such dividend equal to the per-share dividend paid on the Stock.

Adjustments		In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan.

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

Consent to Electronic Delivery		The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact the Legal Department to request paper copies of these documents.

The Plan		The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. The Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

ORBITAL SCIENCES CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN
(as amended through April 27, 2006)

1. PURPOSE OF PLAN

The purpose of this 1997 Stock Option and Incentive Plan (the “Plan”) is to advance the interests of Orbital Sciences Corporation and its stockholders by enabling Orbital and Participating Companies (as defined below) to attract and retain highly talented employees, directors, consultants and advisers who are in a position to make significant contributions to the success of Orbital, to reward them for their contributions to the success of Orbital, and to encourage them, through stock ownership, to increase their proprietary interest in Orbital and their personal interest in its continued success and progress.

The Plan provides for the award of Orbital stock options and Orbital common stock. Options granted pursuant to the Plan may be incentive or nonstatutory stock options. Options granted pursuant to the Plan shall be presumed to be nonstatutory options unless expressly designated as incentive options at the time of grant.

2. DEFINITIONS

For the purposes of this Plan and related documents, the following definitions apply:

“Award Agreement” means the stock option agreement, restricted stock agreement, stock unit agreement or other written agreement between Orbital and a Grantee that evidences and sets out the terms and conditions of a Grant.

“Board” means the Board of Directors of the Company.

“Committee” means a committee of, and designated from time to time by resolution of the Board, which shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of the Company or any affiliate, and each of whom shall qualify in all respects as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act or any successor rule or regulation. Commencing on the Effective Date, and until such time as the Board shall determine otherwise, the Committee shall be the Human Resources and Nominating Committee of the Board.

“Company” or “Orbital” means Orbital Sciences Corporation, a Delaware corporation, or any successor thereof.

“Effective Date” means January 24, 1997.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means the closing sale price of Stock on the national securities exchange on which the Stock is then principally traded or, if that measure of price is not available, on a composite index of such exchanges or, if that measure of price is not available, in a national market system for securities on the date of the option grant (or such other date as is specified herein). In the event that there are no sales of Stock on any such exchange or market on date of the option grant (or such other date as is specified herein), the fair market value of Stock on the date of the grant (or such other date as is specified herein) shall be deemed to be the closing sales price on the next preceding day on which Stock was sold on any such exchange or market. In the event that the Stock is not listed on any such market or exchange on the applicable date, a reasonable valuation of the fair market value of the Stock on such date shall be made by the Board.

“Grant” means an award of an option, Restricted Stock or Stock Units under the Plan.

“Grantee” means a person who receives or holds an option, Restricted Stock or Stock Units under the Plan.

“I.R.C.” means the Internal Revenue Code of 1986, as it may be amended from time to time.

“Incentive Option” means any option granted under the Plan intended to satisfy the requirements under I.R.C. Section 422(b) as an incentive stock option.

“Nonstatutory Option” means any option granted under the Plan that does not qualify as an Incentive Option.

“Old Option Plans” shall mean Orbital’s 1990 Stock Option Plan and Orbital’s 1990 Stock Option Plan for Non-Employee Directors.

“Option Termination Date” is defined in Section ll(c) below.

“Outside Director” means a member of the Board who is not an officer or employee of the Company.

“Parent” means a parent corporation as defined in I.R.C. Section 424(e).

“Participating Company” means the Company, any Parent of the Company, and any subsidiary (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Company or its Parent.

“Plan” means this 1997 Stock Option and Incentive Plan.

“Restricted Stock” means shares of Stock awarded to a Grantee pursuant to Section 13 hereof.

“Stock” means shares of the Company’s authorized Common Stock, $.01 par value per share.

“Stock Unit” means a bookkeeping entry representing the equivalent of shares of Stock, awarded to a Grantee pursuant to Section 13 hereof.

“Subsidiary” means a subsidiary corporation as defined in I.R.C. Section 424(f).

“Terminating Transaction” means any of the following events: (a) the dissolution or liquidation of the Company; (b) a reorganization, merger or consolidation of the Company with one or more other persons in which the Company is not the surviving corporation or becomes a subsidiary of another corporation other than a corporation that was a Participating Company immediately prior to such event; (c) a sale of substantially all the Company’s assets to a person or entity other than a corporation that was a Participating Company immediately prior to such event; or (d) a person (or persons acting as a group or otherwise in concert) owning equity securities of the Company that represent a majority or more of the aggregate voting power of all outstanding equity securities of the Company. As used herein or elsewhere in this Plan, the word “person” shall mean an individual, corporation, partnership, association or other person or entity, or any group of two or more of the foregoing that have agreed to act together.

“Total Disability” means a “total and permanent disability” as defined in I.R.C. Section 22(e)(3).

3. ADMINISTRATION OF PLAN

(a) Administration by Board. The Plan shall be administered by the Board. The Board shall have authority, not inconsistent with the express provisions of the Plan, to:

(i) award Grants consisting of options, Restricted Stock and/or Stock Units to such eligible persons as the Board may select;

(ii) determine the timing of Grants and the number of shares of Stock subject to each Grant;

(iii) determine the terms and conditions of each Grant, including whether an option is an Incentive Option or a Nonstatutory Option (consistent with the requirements of the I.R.C.) and the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of a Grant;

(iv) adopt such rules and regulations as the Board may deem necessary or appropriate to carry out the purposes of the Plan; and

(v) interpret the provisions of the Plan and of any Grants made hereunder and decide any questions and settle all controversies and disputes that may arise in connection with the Plan.

All decisions, determinations, interpretations or other actions by the Board with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, Participating Companies and Grantees and their respective legal representatives, their successors in interest and permitted assigns and upon all other persons claiming by, through, under or against any of them.

(b) Administration and Delegation by Committee. The Board, in its sole discretion, may delegate some or all of its powers with respect to the Plan to a Committee (in which case references to the Board in this Plan shall be deemed to refer to the Committee, where appropriate) except for interpreting or making changes to Section 9 or Section ll(b) and except with respect to any grants to directors of the Company under Sections 8 and 13. The Committee, in its sole discretion, may delegate to the Chairman, the President and the Chief Executive Officer, or any of them, while any such officer is a member of the Board, authority to award Grants under the Plan. Such authority shall be on such terms and conditions, and subject to such limitations, as the Committee shall specify in its delegation of authority. Except to the extent otherwise specified by the Committee in such delegation, the delegated authority to grant awards of options, Restricted Stock and Stock Units shall include the power to:

(i) award Grants consisting of options, Restricted Stock and/or Stock Units, to such eligible persons as the authorized officer may select;

(ii) determine the timing of Grants and the number of shares of Stock subject to each award; and

Except to the extent otherwise specified by the Committee in such delegation, the authority so delegated shall be in addition to, and not in lieu of, the authority of the Committee to make awards under the Plan.

4. SHARES SUBJECT TO THE PLAN

(a) Availability. Subject to adjustment as provided in Section 4(c) below, the maximum aggregate number of shares of Stock available for issuance under the Plan shall be 10,600,000.

(b) Reavailability of Options; Stock to be Delivered. If any Stock covered by a Grant is not purchased or is forfeited, or if a Grant otherwise terminates without delivery of any Stock subject thereto, then the number of shares of Stock so terminated or forfeited shall again be available for making Grants under the Plan. In the event that Stock that was previously issued by the Company is reacquired by the Company as part of the consideration received (in accordance with Section 12(b) below) upon the subsequent exercise of an option, such reacquired Shares shall again be available for the granting of options hereunder. Stock delivered under the Plan shall be authorized but unissued shares or, at the Board ‘s discretion, previously issued Stock acquired by the Company and held in its treasury. No fractional shares of Stock shall be
delivered under the Plan.

(c) Changes in Stock. In the event of a stock dividend, stock split or combination of shares, exchange of shares, distribution payable in capital stock, recapitalization or other change in Orbital’s capital stock, the number and kind of shares of Stock subject to Grants then outstanding or subsequently awarded under the Plan, the exercise price of any outstanding option, the maximum number of shares of Stock that may be delivered under the Plan, and other relevant provisions shall be appropriately adjusted by the Board, so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event.

5. EFFECTIVE DATE.

The Plan shall be effective as of the Effective Date, subject to approval of the Plan within one year of the Effective Date by Orbital’s shareholders. Upon approval of the Plan by the stockholders of Orbital as set forth above, all Grants made under the Plan on or after the Effective Date shall be fully effective as if Orbital’s stockholders had approved the Plan on the Effective Date. If the stockholders fail to approve the Plan within one year of the Effective Date, any Grants made hereunder shall be null and void and of no effect.

6. AWARD AGREEMENT

Each Grant pursuant to the Plan shall be evidenced by an Award Agreement, to be executed by Orbital and by the Grantee, in such form or forms as the Board shall from time to time approve. Each Award Agreement evidencing a Grant of options shall specify whether such options are intended to be Nonstatutory Options or Incentive Options.

7. OPTION EXERCISE PRICE

The option exercise price for shares of Stock to be issued under the Plan shall be the Fair Market Value of the Stock on the Grant date (or 110% of the Fair Market Value in the case of an Incentive Option granted to a ten-percent shareholder).

8. DISCRETIONARY OPTION GRANTS. Grants may be made under the Plan to any employee or director of any Participating Company as the Board shall determine and designate from time to time. Grants of options may be made under the Plan to any consultant or adviser to any Participating Company whose participation in the Plan is determined by the Board to be in the best interests of the Company and is so designated by the Board. Notwithstanding the foregoing, grants to persons who are not employees of the Company or any Parent or Subsidiary of the Company shall not be Incentive Options.

9. OUTSIDE DIRECTOR OPTION GRANTS

(a) [Reserved.]

(b) Grants in Lieu of Annual Fee. Each Outside Director shall be entitled to receive a Nonstatutory Option to purchase a specified number of shares of Stock in lieu of his or her annual Board retainer fee. Such specified number (i) shall be calculated by the Chief Financial Officer of the Company, using a Black-Scholes (or other generally accepted) valuation method based on the Fair Market Value of the Stock on January 15 of the applicable year (or the next business day, if January 15 falls on a weekend), assuming a ten-year option term and (ii) shall be adjusted upward by 10% to take into account the one-year vesting term. The exercise price of such option shall be equal to the Fair Market Value of Shares on January 15 (or the next business day, if January 15 falls on a weekend), which shall also be the Grant date. Any Outside Director desiring to receive an option in lieu of cash shall notify the Company of this election, which shall be irrevocable, by submitting a written notice to the Corporate Secretary in accordance to procedures as determined by the Board.

10. LIMITATIONS ON GRANTS

(a) Limitation on Shares of Stock Subject to Grants. The maximum number of shares of Stock subject to Options that can be awarded under the Plan to any person eligible for a Grant under Section 8 hereof is 1,200,000 shares of Stock during the first ten (10) calendar years of the Plan, and 100,000 per year thereafter. The “per individual” limitations described in this paragraph shall be construed and applied consistent with the rules and regulations under I.R.C. Section 162(m).

(b) Limitations on Incentive Options. Incentive Options may only be granted to employees of the Company or any Parent or Subsidiary of the Company.

11. VESTING AND TERMINATION OF OPTIONS

(a) Vesting of Discretionary Options. Subject to the other provisions of this Section 11, Options granted pursuant to Section 8 shall vest and become exercisable at such time and in such installments as the Board shall provide in each individual Award Agreement. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the time at which all or any part of an option may be exercised.

(b) Vesting of Outside Director Options. Subject to the other provisions of this Section 11, options granted under Section 9 shall become exercisable as to 100% of the Stock covered thereby on the first anniversary of the Grant date.

(c) Termination of Options. All options shall expire and terminate on such date as the Board shall determine (“Option Termination Date”), which in no event shall be later than ten (10) years from the date such option was granted. In the case of an Incentive Option granted to a ten-percent stockholder, the option shall not be exercisable after the expiration of five (5) years from the date such option was granted. Upon termination of an option or portion thereof, the Grantee shall have no further right to purchase Stock pursuant to such option.

(d) Termination of Employment or Service.

(i) Termination of Employment or Directorship. Upon the termination of the employment or directorship of a Grantee with a Participating Company for any reason other than for “cause” (pursuant to Section 14 below) or by reason of death or Total Disability, all options that are not exercisable shall terminate on the employment/directorship termination date. Options that are exercisable on the employment/directorship termination date shall continue to be exercisable for (A) six (6) months following the employment/directorship termination date (in the case of Nonstatutory Options), (B) three (3) months following the employment termination date (in the case of Incentive Options), or (C) the Option Termination Date, whichever occurs first. A Grantee who is an employee or director of a Participating Company shall be deemed to have incurred a termination for purposes of this Section 11 (d)(i) if such Participating Company ceases to be a Participating Company, unless such Grantee is an employee, director, consultant or adviser of any other Participating Company.

(ii) Service Termination. In the case of an optionee who is not an employee or director of any Participating Company, provisions relating to the exercisability of options following termination of service shall be specified in the award. If not so specified, all options held by such optionee that are not then exercisable shall terminate upon termination of service for any reason. Unless such termination was for “cause” (pursuant to Section 14 below), options that are exercisable on the date the optionee’s service as a consultant or adviser terminates shall continue to be exercisable for a period of six (6) months following the service termination date (as defined in a consulting or similar agreement or as determined by the Board) or the Option Termination Date, whichever occurs first.

(e) Rights in the Event of Death. In the event that the employment and/or directorship of an optionee with a Participating Company is terminated by reason of death, all options that are not exercisable shall terminate on the date of death. Options that were exercisable on the date prior to the optionee’s death may be exercised by the optionee’s executor or administrator or by the person or persons to whom the option is transferred by will or the applicable laws of descent and distribution, at any time within the one-year period (or such longer period as the Board may determine prior to the expiration of such one-year period) beginning with the date of the optionee’s death, but in no event beyond the Option Termination Date.

(f) Rights in the Event of Total Disability. In the event that the employment and/or directorship of an optionee with a Participating Company is terminated by reason of Total Disability, all options that are not exercisable shall terminate on the employment/directorship termination date. Options that were exercisable on the employment/directorship termination date may be exercised at any time within the one-year period (or such longer period as the Board may determine prior to the expiration of such one-year period) beginning with the commencement of the optionee’s Total Disability (as determined by the Board) but in no event beyond the Option Termination Date.

(g) Leave of Absence. An approved leave of absence shall not constitute a termination of employment under the Plan. An approved leave of absence shall mean an absence approved pursuant to the policy of a Participating Company for military leave, sick leave, or other bona fide leave, not to exceed ninety (90) days or, if longer, as long as the employee’s right to re-employment is guaranteed by contract, statute or the policy of a Participating Company. Notwithstanding the foregoing, in no event shall an approved leave of absence extend an option beyond the Option Termination Date.

12. EXERCISE OF OPTIONS; NON-TRANSFERABILITY

(a) Exercise of Options. Vested options may be exercised, in whole or in part, by giving written notice of exercise to the Company, which notice shall specify the number of shares of Stock to be purchased and shall be accompanied by payment in full of the purchase price in accordance with Section 12(b) below and the full amount of any federal and state withholding and other employment taxes applicable to such person as a result of such exercise. No shares of Stock shall be issued until full payment of the purchase price and applicable withholding tax has been made. Until the issuance of stock certificates, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to optioned shares notwithstanding the exercise of the option.

(b) Payment. Full payment of the purchase price for the Stock as to which an option is being exercised shall be made (i) in United States dollars in cash or by check in a form satisfactory to the Company, (ii) at the Grantee’s election, and subject to discretion of the Board, through delivery of Shares having a Fair Market Value on the day immediately preceding the day notice of exercise is received by the Company equal to the cash exercise price of the option, (iii)

in accordance with a so-called cashless exercise plan established with a securities brokerage firm, or (iv) by any combination of the permissible forms of payment.

(c) Non-Transferability of Options. Except as the Board may otherwise determine, no option may be transferred other than by will or by the laws of descent and distribution, and during an optionee’s lifetime an option may be exercised only by the Grantee.

13. RESTRICTED STOCK AND STOCK UNITS

(a) Grant of Restricted Stock or Stock Units. The Board may from time to time grant Restricted Stock or Stock Units to certain employees and directors of a Participating Company, subject to such restrictions, conditions and other terms, if any, as the Board may determine.

(b) Restrictions. At the time a Grant of Restricted Stock or Stock Units is made, the Board may establish a period of time (the “Restricted Period”) during which a Grantee’s right to all or a portion of such Restricted Stock or Stock Units shall vest over time, subject to certain terms and conditions. Each Grant of Restricted Stock or Stock Units may be subject to a different Restricted Period. The Board may, in its sole discretion, at the time a Grant of Restricted Stock or Stock Units is made, prescribe forfeiture or vesting conditions in addition to or other than the expiration of the Restricted Period. The Board also may, in its sole discretion, shorten or terminate the Restricted Period or waive any other restrictions applicable to all or a portion of the Restricted Stock or Stock Units. Restricted Stock and Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such Restricted Stock or Stock Units.

(c) Restricted Stock Certificates. Orbital shall issue, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates representing the total number of shares of Restricted Stock granted to the Grantee. The Secretary of Orbital shall hold such certificates for the Grantee’s benefit until such time as the restrictions lapse or the Restricted Stock is forfeited to Orbital.

(d) Rights of Holders of Restricted Stock. Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such Stock and the right to receive any dividends declared or paid with respect to such Stock. The Board may provide that any dividends paid on Restricted Stock must be reinvested in Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to such Restricted Stock. All distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant.

(e) Rights of Holders of Stock Units. Unless the Board otherwise provides in an Award Agreement, holders of Stock Units shall have no rights as stockholders of the Company. The Board may provide in an Award Agreement evidencing a grant of Stock Units that the holder

of such Stock Units shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Stock, a cash payment for each Stock Unit held equal to the per-share dividend paid on the Stock. Such Award Agreement may also provide that such cash payment will be deemed reinvested in additional Stock Units at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend is paid. A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

(f) Termination of Employment. Upon termination of the employment/directorship of a Grantee with Orbital, other than by reason of death or Total Disability, any Restricted Stock or Stock Units held by such Grantee that has not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited, unless the Board, in its discretion, determines otherwise. Upon forfeiture of Restricted Stock or Stock Units, the Grantee shall have no further rights with respect to such Grant, including but not limited to any right to vote Restricted Stock or any right to receive dividends with respect to shares of Restricted Stock or Stock Units.

(g) Rights in the Event of Total Disability or Death. The rights of a Grantee with respect to Restricted Stock or Stock Units in the event such Grantee terminates employment/directorship with Orbital by reason of Total Disability or death shall be determined by the Board at the time of Grant.

(h) Delivery of Stock and Payment Therefor. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to shares of Restricted Stock or Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate for such shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be.

14. FORFEITURE CONDITIONS.

The Board may provide in an Award Agreement for conditions of forfeiture for “cause” of any Grantee’s rights with respect to a Grant. “Cause” shall include engaging in an activity that is detrimental to the Company including, without limitation, criminal activity, failure to carry out the duties assigned to the Grantee as a result of incompetence or willful neglect, conduct casting such discredit on the Company as in the opinion of the Board justifies termination or forfeiture of the Grant, or such other reasons, including the existence of a conflict of interest, as the Board may determine. “Cause” is not limited to events that have occurred prior to the Grantee’s termination of service, nor is it necessary that the Board’s finding of “cause” occur prior to such termination. If the Board determines, subsequent to a Grantee’s termination of service but prior to the exercise of any rights under a Grant, that either prior or subsequent to the Grantee’s termination the Grantee engaged in conduct that would constitute “cause,” then the rights with respect to a Grant shall be forfeited.

15. COMPLIANCE WITH SECURITIES LAWS.

(a) The delivery of Stock upon the exercise of an option or lapse of a Restricted Period shall be subject to compliance with (i) applicable federal and state laws and regulations, (ii) all applicable listing requirements of any national securities exchange or national market system on which the Stock is then listed or quoted, and (iii) Company counsel’s approval of all other legal matters in connection with the issuance and delivery of such Stock. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the option or receipt of Restricted Stock or Stock Units, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act and may require that the certificates evidencing such Stock bear an appropriate legend restricting transfer.

(b) It is the intent of the Company that Grants pursuant to the Plan and the exercise of options granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3 in respect of an employee or director subject to Section 16(b) of the Exchange Act, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or take advantage of any features of the revised exemption or its replacement.

16. MERGERS, etc.

(a) Effect on Options and Plan. Except as otherwise provided herein, all options outstanding under the Plan shall accelerate and become immediately exercisable for a period of fifteen days (or such longer or shorter period as the Board may prescribe) immediately prior to the scheduled consummation of a Terminating Transaction, which exercise shall be (i) conditioned upon the consummation of the Terminating Transaction and (ii) effective only immediately before the consummation of such Terminating Transaction. Upon consummation of any such event, the Plan and all outstanding but unexercised options shall terminate. Notwithstanding the foregoing, to the extent provision is made in writing in connection with such Terminating Transaction, for the continuation of the Plan and the assumption of options, Restricted Stock or Stock Units under the Plan theretofore granted, or for the substitution for such options, Restricted Stock or Stock Units of new common stock options, new common stock units and new restricted stock covering the stock of a successor company, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares or units and exercise prices, then the Plan and options theretofore granted shall continue in the manner and under the terms so provided, and the acceleration and termination provisions set forth in the first two sentences of this Section 16(a) shall be of no effect. The Company shall send written notice of a Terminating Transaction to all individuals who hold options not later than the time at which the Company gives notice thereof to its stockholders.

b. Effect on Restricted Stock and Stock Units. All outstanding shares of Restricted Stock and all Stock Units, and the delivery of the shares of Stock subject to the Stock Units, shall be deemed to have vested, and all restrictions and conditions applicable to such shares of Restricted Stock and Stock Units shall be deemed to have lapsed immediately prior to the occurrence of a Terminating Transaction.

17. TAXES

The Board shall make such provisions and take such steps as it deems necessary or appropriate for the withholding of any federal, state, local and other tax required by law to be withheld with respect to the grant or exercise of options, or the vesting of or other lapse of restrictions applicable to Restricted Stock or Stock Units, or with respect to the disposition of Stock acquired pursuant to the Plan, including, but without limitation, the deduction of the amount of any such withholding tax from any compensation or other amounts payable to a Grantee, or requiring a Grantee (or the optionee’s beneficiary or legal representative), as a condition of a Grant or exercise of an option or receipt of Restricted Stock or Stock Units, to pay to the appropriate Participating Company any amount required to be withheld, or to execute such other documents as the Board deems necessary or desirable in connection with the satisfaction of any applicable withholding obligation.

18. EMPLOYMENT RIGHTS

Neither the adoption of the Plan nor the making of any Grants shall confer upon any Grantee any right to continue as an employee or director of, or consultant or adviser to, any Participating Company or affect in any way the right of any Participating Company to terminate them at any time. Except as specifically provided by the Board in any particular case, the loss of existing or potential profit in Grants under this Plan shall not constitute an element of damages in the event of termination of the relationship of a Grantee even if the termination is in violation of an obligation of the Company to the Grantee by contract or otherwise.

19. AMENDMENT OR TERMINATION OF PLAN

(a) Neither adoption of the Plan nor the making of any Grants shall affect the Company’s right to make awards to any person that is not subject to the Plan, to issue to such persons Stock as a bonus or otherwise, or to adopt other plans or arrangements under which Stock may be issued.

(b) The Board may at any time discontinue granting awards under the Plan. With the consent of the Grantee, the Board may at any time cancel an existing Grant in whole or in part and make any other Grant for such number of shares as the Board specifies. The Board may at any time, prospectively or retroactively, amend the Plan or any outstanding Grant for the purpose of satisfying the requirements of I.R.C. Section 422 or of any changes in applicable laws or

regulations or for any other purpose that may at the time be permitted by law, or may at any time terminate the Plan as to further grants of awards, but no such amendment shall materially adversely affect the rights of any Grantee (without the Grantee’s consent) under any outstanding Grant.

(c) In the Board’s discretion, the Board may, with an optionee’s consent, substitute Nonstatutory Options for outstanding Incentive Options, and any such substitution shall not constitute a new option grant for the purposes of the Plan, and shall not require a revaluation of the option exercise price for the substituted option. Any such substitution may be implemented by an amendment to the applicable option agreement or in such other manner as the Board in its discretion may determine.

20. GENERAL PROVISIONS

(a) Titles and Headings. Titles and headings of sections of the Plan are for convenience of reference only and shall not affect the construction of any provision of the Plan.

(b) Governing Law. The Plan shall be governed by, interpreted under and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the State of Delaware, applicable to agreements made and to be performed wholly within the State of Delaware.

(c) Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

* * *

The Plan was duly adopted by the Board of Directors of the Company as of January 24, 1997.


		/s/ Leslie C. Seeman Leslie C. Seeman
		Senior Vice President, General Counsel and Secretary of the Company

The Plan was duly approved by the stockholders of the Company on April 24, 1997.


		/s/ Leslie C. Seeman Leslie C. Seeman
		Senior Vice President, General Counsel and Secretary of the Company

EXECUTIVE RELOCATION POLICY
For Carl Marchetto

Transportation

	(1)		Employee and immediate family will receive reimbursement for one-way airfare or ground transportation (car mileage and actual lodging up to the applicable per diem rates) from current residence to applicable Orbital facility.

	(2)		Ground transportation should be accomplished in appropriate number of days relating to distance.

House Hunting/Pre-Move

	(1)		Reasonable house hunting trip(s) with spouse is allowed.

	(2)		Airfare, lodging, rental car and meals during house-hunting trip(s) will be reimbursed.

	(3)		House hunting trip will not exceed five consecutive days without prior approval.

	(4)		Up to one-year lease in a furnished or unfurnished residence.

	(5)		Rental car expenses will be provided until personal car is delivered.

Move of Personal Effects and Household Goods

	(1)		Transport of household goods and personal effects for employee and immediate family residing with employee.

	(2)		Will transport maximum of two operational cars. Car value must be greater than moving expense.

	(3)		Thirty (30) days storage of household goods only (does not include vehicle storage). If the conditions necessitate, Orbital may extend the period of time for storage as long as it is reasonable.

	(4)		Will reimburse for de-servicing and servicing of household appliances.

	(5)		Move of household goods includes complete packing, but no unpacking, except for bedding.

	(6)		Will pay for move of household pets (cats and dogs only), but no kennel services provided.

The following types of items will not be moved by Orbital’s vendors:

Sand, bricks, building materials
Alcohol
Firewood
Private airplanes
Inoperable automobiles
Boats, snowmobiles, mobile homes
Heavy equipment
Perishable items such as frozen foods, greenhouse plants and houseplants
Yard plantings such as trees, shrubs and plants
Excessive amount of tools (to be determined by moving company representative)
Livestock

Residence Disposition/Purchase Closing Costs

(1) Reimbursable closing costs on sale of residence

Reimbursable closing costs include, but are not limited to, the following:

	•		Brokerage fees

	•		Legal fees

	•		Appraisal fees

	•		Points

	•		Finance charges

	•		Title insurance

The following costs are not reimbursable:

	•		Mortgage payments on residence being sold

	•		Homeowners fees or other pro-rated costs not directly associated with moving

	•		Income and FICA taxes incident to reimbursed relocation costs

(2)		Closing costs on purchase of a residence will not be reimbursed unless the relocating employee is a homeowner at the time of relocation.

(3)		Home buying costs customarily paid by the buyer will be reimbursed on the purchase of the new residence.

These costs include, but are not limited to, the following:

	•		Loan origination fee

	•		Loan discount fee (points)

	•		Credit report

	•		Title insurance

	•		Radon inspection

	•		Home inspection

	•		Appraisal fee

	•		Survey

Orbital will not reimburse the following costs:

	•		Financial loss on sale of house

	•		Broker’s fees and commissions

	•		Cost of litigation

	•		Real and personal property insurance against damage or loss of property

	•		Mortgage insurance

	•		Property taxes and operating or maintenance costs

	•		Pest inspection (in Virginia)

	•		Income and FICA taxes incident to reimbursed relocation costs

	•		Payments for job counseling and placement assistance to employee’s spouse and dependents

	•		Costs incident to furnishing equity or non equity loans to employees or making arrangements with lenders for employees to obtain lower-than-market rate mortgage loans

	•		Mortgage payments on residence being purchased and Homeowners fees

	•		Owner’s title policy insurance when not previously carried

(4)		Documentation is required on all closing costs; some costs are not reimbursable.

(5)		Documentation for all closing costs must be submitted within eighteen (18) months of employee’s start date, but after submission of all other relocation expenses. Exceptions to this timeframe require approval of the Chairman and Chief Executive Officer.

Tax Liability

Certain relocation expenses are considered to be income by the Internal Revenue Service, and as such, Orbital is required to withhold Federal include, FICA, and state and local taxes. Orbital will gross up the appropriate amounts to make the Executive “tax neutral” provided that a third party relocation service’s Buyer Option Value program is utilized for the sale of current residence. Orbital is responsible for selecting the third party relocation vendor.

Repayment

All relocation expenses require you to be employed 12 months following the date of final reimbursement of relocation costs or the reimbursements must be repaid.

Waiver to Policy

This relocation policy is not all inclusive. Under some circumstances, and at the discretion of the Chairman and Chief Executive Officer, other relocation costs maybe approved.

Note: Receipts must be submitted for all reimbursable expenses

EXECUTIVE CHANGE OF CONTROL AGREEMENT

, 200_

Mr./Ms.

Orbital Sciences Corporation
21839 Atlantic Boulevard
Dulles, Virginia 20166

Dear :

Orbital Sciences Corporation and its subsidiaries (together, the “Company”) consider the maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Accordingly, the Company’s Board of Directors (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including yourself, to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of the Company.

This letter agreement (the “Agreement”) sets forth the severance benefits that the Company agrees will be provided to you in the event your employment with the Company terminates following a “Change in Control” (as defined in Section 2 hereof) under the circumstances described below. This Agreement is not an employment contract nor does it alter your status as an at-will employee of the Company. No benefit shall be payable under this Agreement except on termination of your employment with the Company as a result of a Change in Control (as defined below).

1. Term. This Agreement commences as of October 21, 1998, and shall remain in effect so long as you are employed as an executive officer of the Company, provided, however, that in the event of a Change in Control, this Agreement shall remain in full force and effect for a 24-month period commencing on the date of the Change in Control regardless of whether you remain an executive officer of the Company during such 24-month period.

Mr./Ms.
Orbital Sciences Corporation
, 200_
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2. Change in Control. For purposes of this Agreement, a Change in Control shall mean:

(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;

(b) within any 24-month period, the persons who were directors of the Company immediately prior thereto (the “Incumbent Board”) shall cease to constitute a majority of the Board of Directors of the Company or of its successor by merger, consolidation or sale of assets. For this purpose, the Incumbent Board includes any new director whose (i) election to the Board resulted from a vacancy caused by the retirement, death or disability of a director and was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period, or (ii) nomination to the Board was approved by a committee of the Board whose majority consisted of directors who were directors in office at the beginning of the period; or

(c) the consummation by the Company of a reorganization, merger, consolidation or sale or disposition of all or substantially all the assets of the Company (other than any such transaction initiated by the action of the Board) (a “Business Combination”), the result of which is that (i) the stockholders of the Company at the time of the execution of the agreement to effect the Business Combination own less than 60% of the total equity of the surviving or resulting entity entitled to vote generally in the election of directors, (ii) a Person (excluding any corporation resulting from the Business Combination) becomes the beneficial owner of 20% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were not members of the Board of Directors of the Company at the time of execution of the initial agreement or other action of the Board that provided for such Business Combination.

Mr./Ms.
Orbital Sciences Corporation
, 200_
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Notwithstanding the above, a Change in Control shall not be deemed to occur as a result of a transaction where either you, individually or as an officer, director or 5% stockholder or partner of any entity, or any employee benefit plan (or related trust) of the Company (a) becomes the beneficial owner of securities representing 30% or more of the combined voting power of the Company ‘s then outstanding securities, or (b) enters into an agreement with the Company providing for the merger, consolidation, or sale or transfer of all or substantially all the assets of the Company. In addition, a Change in Control shall not be deemed to occur where you enter into an employment agreement with the Company, any Person whose acquisition of the Company’s securities resulted in the Change in Control or any entity resulting from a Business Combination.

3. Termination Following Change in Control. If a Change in Control as described in Section 2 occurs, you shall be entitled to the benefits provided in Section 4 of this Agreement if your employment is terminated by the Company for Disability or Cause, as described below, or by you for Good Reason, as described below.

(i) Disability. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from your duties with the Company on a full-time basis for nine consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, the Company may terminate your employment for “Disability.”

(ii) Cause. Termination by the Company of your employment for “Cause” shall mean termination on (A) the willful and continued failure by you substantially to perform your duties with the Company in accordance with the instructions of the Board or the executive officers to whom you report (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Board which specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard

Mr./Ms.
Orbital Sciences Corporation
, 200_
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before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clause (A) or (B) of the first sentence of this Subsection and specifying the particulars thereof in detail.

(iii) Good Reason. You shall be entitled to terminate your employment for Good Reason in connection with a Change in Control. For purposes of this Agreement, “Good Reason” shall mean:

(A) without your written consent, the assignment to you of any position (including status, offices, titles and reporting requirements), authorities, duties and responsibilities, that are not at least commensurate in all material respects with the most significant of those held, exercised and assigned by you at any time during the 180-day period immediately preceding a Change in Control, or any other action by the Company that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by you;

(B) a reduction by the Company in your annual base salary (“Annual Base Salary”), which for the purposes of this Agreement shall mean an amount at least equal to 12 times the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to you by the Company in respect of the 12-month period immediately preceding the month in which the Change of Control occurs;

(C) the Company’s requiring you to be based anywhere other than the office of the Company in which you are based prior to the Change in Control or any office or location within a 50 mile radius of such office, except for required travel on the Company’s business to an extent substantially consistent with your present business travel obligations;

(D) the failure by the Company to continue in effect any compensation plan in which you participate, or to provide you with plans substantially similar, including but not limited to any stock purchase plan, stock option plan, incentive compensation, bonus, and other plan in which you were participating at the time of the Change in Control, or the failure by the Company to continue your participation therein;

(E) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s retirement,

Mr./Ms.
Orbital Sciences Corporation
, 200_
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pension, 401(k), deferred compensation, life insurance, medical, health, accident, disability or other benefit plans in which you were participating at the time of a Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits enjoyed by you at the time of the Change in Control, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled in accordance with the Company’s normal vacation policy in effect at the time of the Change in Control;

(F) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof; or

(G) any termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(iv) hereof (and, if applicable, Section 3(ii) hereof); and for purposes of this Agreement, no such purported termination shall be effective.

(iv) Notice of Termination. Any termination by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6 hereof, and if by the Company for Cause, shall not be effective unless such notice includes the information set forth in Section 3(ii) hereof.

(v) Date of Termination, etc. “Date of Termination” shall mean (A) if your employment is terminated by reason of death or Disability, the date of your death or 30 days after Notice of Termination is given (provided that you shall not have returned to the performance of your duties on a full-time basis during such 30 day period), as the case may be, (B) if your employment is terminated by the Company for Cause or for any other reason, the date specified in the Notice of Termination which shall not be less than 30 days from the date such Notice of Termination is given, and (C) if you terminate your employment for “Good Reason,” the date such Notice of Termination is given or any later date specified therein.

4. Benefits Upon Termination or During Disability.

(i) During any period that you fail to perform your duties hereunder as a result of incapacity due to physical or mental illness, and in the event your employment is terminated pursuant to Section 3(i) hereof, your benefits shall be determined in accordance with the Company’s insurance and benefit programs then in effect.

Mr./Ms.
Orbital Sciences Corporation
, 200_
Page 6

(ii) If your employment shall be terminated for Cause, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and the Company shall have no further obligations to you under this Agreement.

(iii) If your employment shall be terminated immediately prior to or any time after a Change in Control (a) by the Company for any reason other than for Cause or Disability or (b) by you for Good Reason, then you shall be entitled to all the benefits provided below:

(A) The Company shall pay you on the Date of Termination your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given.

(B) In lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay to you, not later than 15 days following the Date of Termination, a lump sum payment equal to two times the sum of (a) your Annual Base Salary and (b) the sum of any incentive, annual and other cash bonuses, paid to you for the 12-month period immediately preceding the month in which the Change in Control occurred.

(C) The Company shall also immediately fully vest you in all your account balances under the Company’s retirement, deferred compensation and pension plans (the “Plans”); provided, however, that should the Company be unable to provide for such vesting under the terms of any such Plans, the Company shall pay to you in the manner and as directed by you, an amount that equals on an after-tax basis the value of any amounts that were not vested or would otherwise be forfeited by you under the Plans upon your termination of employment with the Company.

(D) The Company shall also allow you the opportunity to surrender to the Company any then outstanding vested and unvested options (whether exercisable or not) to purchase Common Stock of the Company and any of its subsidiaries and affiliates that you own and that you did not previously surrender or convert in the transaction that resulted in the Change in Control, and the Company shall promptly pay to you in consideration therefor a cash payment equal to the difference between the respective exercise price for such options and the higher of the (a) highest price paid in connection with the transaction that resulted in the Change in Control or (b) then current fair-market value.

Mr./Ms.
Orbital Sciences Corporation
, 200_
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(E) The Company shall also pay to you all reasonable legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement) upon presentation to the Company of a reasonably detailed invoice for such expenses, whether or not you have already made payment for such expenses.

(F) For a 24-month period after such termination, the Company shall arrange to provide you with life, disability, accident and health insurance benefits substantially similar to those you were receiving immediately prior to the Notice of Termination, provided, however, that should the Company be unable to provide for any such benefits under the terms of the benefit plans, or by law, the Company shall pay you an amount equal to the premiums the Company would have paid for such benefits under such plans.

(G) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise.

(H) In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all benefits payable to you under any of the Company’s plans or agreements relating to retirement benefits.

(iv) All payments required to be made by the Company hereunder to you shall be subject to the withholding of such amounts relating to Federal, state, local or foreign taxes as the Company reasonably may determine it should withhold pursuant to any applicable law or regulation.

(v) Notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding entered into by you with the Company, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this paragraph (an “Other Agreement”), and notwithstanding any formal or informal employment agreement or other arrangement for the direct or indirect provision of compensation to you (including groups or classes of participants or beneficiaries of which you are a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for you (a “Benefit Arrangement”), if you are a “disqualified individual,” as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any

Mr./Ms.
Orbital Sciences Corporation
, 200_
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successor provision thereto), any right to receive any payment or other benefit under this Agreement shall not become exercisable or vested (A) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for you under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to you under this Agreement to be considered a “parachute payment” within the meaning of Code Section 280G(b)(2) as then in effect (a “Parachute Payment”) and (B) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by you from the Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by you without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Agreement, in conjunction with all other rights, payments, or benefits to or for you under any Other Agreement or any Benefit Arrangement would cause you to be considered to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax amount received by you as described in clause (B) of the preceding sentence, then you shall have the right, in your sole discretion, to designate those rights, payments, or benefits under this Agreement, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to you under this Agreement be deemed to be a Parachute Payment.

5. Successors; Binding Agreement.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all its business and/or assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement no later than ten days prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled under section 4(iii), except that for purposes of implementing the foregoing, a date ten days prior to the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “the Company” shall mean the Company, as hereinbefore defined and any successor to its business and/or assets that assumes and agrees to perform this Agreement by executing and delivering the agreement provided for in this paragraph 5, by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees,

Mr./Ms.
Orbital Sciences Corporation
, 200_
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devisees, and legatees. If you should die while any amount would still be payable to you hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or if there is no such designee, to your estate.

6. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by registered mail, return receipt requested, postage prepaid, addressed (i) if to the Company, to Orbital Sciences Corporation, 21839 Atlantic Boulevard, Dulles, Virginia 20166, Attn: Secretary of the Company, and (ii) if to you, to the address set forth on the first page of this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement, and this Agreement supersedes all prior agreements between the Company and you with respect to the subject matter herein. The validity, interpretation construction and performance of this Agreement shall be governed by the local laws of the Commonwealth of Virginia (regardless of the laws that might otherwise govern under principles of conflicts of law).

8. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Washington, D.C. in accordance with the domestic rules of the American Arbitration Association then in effect. Pending the resolution of

Mr./Ms.
Orbital Sciences Corporation
, 200_
Page 2

such dispute or controversy, the Company will continue to pay you your full base salary in effect when the notice giving rise to the dispute was given and you will continue as a participant in all incentive compensation, stock option, retirement, deferred compensation, pension, life, disability, health and accident plans in which you were participating when the notice giving rise to dispute was given, unless you have already received all benefits payable under Section 4(iii) of this Agreement. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

If this Agreement correctly sets forth our agreement on the subject matter hereof, kindly sign both of the enclosed copies, keeping one for your files and returning the other to the Company.

Sincerely,

ORBITAL SCIENCES CORPORATION



By:		David W. Thompson
		Chairman and Chief Executive Officer

Agreed to:


Name:
Date:

Exhibit 10.25

Amendment dated as of February 5, 2007, to Purchase Contract between Orbital Sciences Corporation and The Boeing Company

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 3 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0001 0 LT VHA**10**093 RAPID BV LAUNCH ORBITAL SCIENCES HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

SOW: Rapid BV Lau SOW Rev: 12/17/20 Item Note: This line item value is reduced to $0 and all costs associated with this line is transferred to Purchase Contract 101954. QA Requirements do not apply to this line item. Item Reference: Transferred to PO 101954 Item Unit Value: $0.0000 Value Code: h Period of Performance: 12/18/2001 thru 03/31/2003 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery DateOriginal Delivery Date —

0 30-APR-02 29-MAR-07 0002 1 LT VHA**10**093 FLIGHT TEST ORBITAL SCIENCES

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $463,597,045.0000 $463,597,045.0000

S75784

Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Cost Collection

Item Unit Value: $542,883,609.0000 Value Code: A Period of Performance: 12/18/2001 thru 12/22/2009 Ship This Item Only To: See Attachment A120 FREEFORM MAB SOW Rev 00 FREEFORM SOW — DVT Rev 00 FREEFORM SOW — MULTIPLE ITEMS Rev 00 FREEFORM SOW — REDESIGN YOLK Rev 00 FREEFORM SOW — SOLAR Rev 00

Quantity Ordered Scheduled Delivery Date —

1 30-MAR-07

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 4 of 133 UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0003 1 LT HQ0006-01-C-0001/HQOOOS-01-C-0001 675784 BOOST VEHICLES FOR TEST BED DX-C9 $94,585,231.0000 VHA**EO**088 $94,585,231.0000 ~S.CONT Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: cost collection Item Unit Value: $105,255,613.0000 Value Code: A Period of Performance: 02/08/2002 thru 10/31/2005 Ship This Item Only To: see Attachment A120 Quantity Ordered Scheduled Delivery Date 1 31-OCT-05 0004 1 LT HQ0006-01-C-0001/HQ0006-01-C-0001 675784 OSC CE PROPROSAL PREPARATION DX-C9 $247,132.0000 VHAPPHO**013 $247,132.0000 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: cost collection Item Unit Value: $247,132.0000 Value Code: A Period of Performance: 02/04/2003 thru 03/31/2004 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date — 1 31-MAR-04

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 5 of 133 UM PART NUMBER QUANTITY VENDOR PIN CUSTOMER/ PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0005 1 EA 1034-3000-OOKTS) VHA**10**364 HQ0006-01-C-0001/HQ0006-01-C-0001 S75784 BAM RECEIPT & TEST DX-C9 $0.0000 $0.0000 Item Note: bam for bv-s Project CC shown above, VHA**10**364, is disregarded and Project CC VHA**10**093 is used in lieu thereof. Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date — 1 ll-JUN-03 0006 2 EA 1034-9050-001 WIC VHA**10**093 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 DX-C9 $0.0000 $0.0000 Item Note: QA requirements do not apply to this line item. Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000Value Code: f Required Serial Numbers: tooi, 1002 Quantity Ordered Scheduled Delivery Date — 1 21-JUL-03 1 04-AUG-03

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 6 of 133

ITEM

QUANTITYUM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

~S.CONT 0007 2 EA 1034-9050-001 VHA**10**093 WIC HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

£75784

Item Note: These WIC~s are scheduled to be delivered to VAFB by Boeing. QA requirements do not apply to this line item.

Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Required Serial Numbers: T003, T004 Quantity Ordered Scheduled Delivery Date —

204-AUG-03 0008 2 EA 1034-9050-001 VHA**10**093 WIC HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: These two WIC~s are scheduled to be delivered to RTS by Boeing. QA requirements do not apply to this line item.

Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Required Serial Numbers: toos, toos Quantity Ordered Scheduled Delivery Date —

2 04-AUG-03

ffffffA/fS PURCHASE CONTRACT tfj^_*rmrm.M*mm*r CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 1 of 133 —— —— —— — UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0009 1 EA 1034-3100-001 VHA**10**093 BOOSTER AVIONICS MODULE (OSC) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 675784 P/L Rev: Dwg: 1034-3100-001 Dwg. Rev: Rev a p/i_. hal # 24 SOW: D743-16366-1 SOW Rev: Rev B Item Note: bam for iFT-i3b Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Required Serial Numbers: aooi Quantity Ordered Scheduled Delivery Date 1 13-AUG-03 $0.0000 0010 4 EA 1034-9700-001 VHA**10**093 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 ELECTRONIC INTERFACE SIMULATOR DX-C9 $0.0000 $0.0000 ~S.CONT Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date —— — 1 13-AUG-03 1 14-AUG-03 1 15-AUG-03 1 Ol-JUN-04 0011 1 EA 900-100114-001 VHA**10**093 HQOOOS-01-C-0001/HQ0006-01-C-0001 675784 OSC/OBV PIL EMULATOR — TACTICAL DX-C9 $0.0000 $0.0000 ~S.CONT Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date — 1 13-AUG-03

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 8 of 133

QUANTITY UM PART NUMBER VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PROJECT CCN FUNDED PRIORITY RATING TRUE UNIT PRICE ITEM MANUFACTURER FUNDED EXTENDED PRICE —— —— —

0012 2 EA 900-100114-002 VHA**10**093

OSC/OBV PIL EMULATOR — TACTICAL

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date —

1 13-AUG-03 1 14-AUG-03 0013 1 LT VHAP1H03*040

CE LONG LEAD FOR ACCELERATED SCHEDULE

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: This line item value is reduced to $0 and all costs associated with this line are transferred to Line Item 0078 for definitization of CE. “Q” clauses are not applicable to this Line Item.

Item Unit Value: $0.0000 Va | ue Code: e Period of Performance: 09/03/2003 thru 05/28/2004 Ship This Item Only To: see Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 28-MAY-04

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 9 of 133 UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER
TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0014 1 EA 1034-0050-001 VHA**10**093 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 Item Note: Booster Stack for IFT-13b IFT-13B BOOSTER STACK DX-C9 $0.0000 $0.0000 ~S.CONT Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date — 1 21-NOV-03 0015 1 EA 1034-3100-002 OSC BAM HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 675784 $0.0000 VHA**11**722 $0.0000 Item Note: bam for ift-isc Project CC shown above, VHA**11**722, is disregarded and Project CC VHA**10**093 is used in lieu thereof. Item Reference: Definitized Price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: ~S.CONT Quantity Ordered Scheduled Delivery Date — 1 21-NOV-03

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 10 of 133 UM PART NUMBER QUANTITY VENDOR PIN CUSTOMER/PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0016 1 EA 1034-0100-001 VHA**10**093 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 OSC BOOSTER STACK DX-C9 Dwg. Rev: -1 p/|_: Dwg: 1034-0100 Item Note: IFT-13C Booster Item Reference: Def initized Price included in Line Item 0002 $0.0000 P/L Rev: $0.0000 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 PREEFORM SOWGBIR Rev 00 Quantity Ordered Scheduled Delivery Date 1 12-JAN-04 0017 1 LT HQ0006-01-C-0001/HQ0006-01-C-0001 675784 MECHANICAL PATHFINDER DX-C9 $0.0000 VHA**10**093 $0.0000 ~S.CONT Item Note: Booster Stack for Mechanical Pathfinder Item Reference: Definitised price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date — 1 09-JAN-04

P ™NU C ArZ ACT PURCHASE CONTRACT: 101018 REVISION: 113 Page 11 of 133

FTEM

QUANTITYUM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

~S.CONT 0018 1 EA VH2**CO**064 9SOO-4077-003 OSC FLIGHT DATA PROCESSOR

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $89,979.0000 $89,979.0000

575784

Item Note: Costs shall be collected and reported separately under CLIN 0107. A Financial Report, Format 6, shall be submitted the month following delivery of the unit.

Item Unit Value: $89,979.0000Value Code: H PROPERTYPROPERTY ACCOUNTABILITY — GMD Rev 02/02 Quantity Ordered Scheduled Delivery Date —

1 Ol-JUL-04 0019 1 EA 1034-3100-003 VHA**10**093

BAM

HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: FT-l Booster Avionics Module Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Quantity Ordered Scheduled Delivery Date —

1 30-JAN-04 0 30-JUN-04

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 12 of 133 ITEM UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0020 0 EA 1034-0100-002 VHA**10**093 HQOOOS-01-C-0001/HQOOOS-01-C-0001 675784 BOOSTER STACK DX-C9 $0.0000 $0.0000 ~S.CONT Item Note: ft- 1 Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date — 0 27-FEB-04 0 30-JUL-04 0021 0 EA 1034-0086-001 VHA**10**093 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 ORDNANCE CLOSEOUT INSTALLATION DX-C9 $0.0000 $0.0000 ~S.CONT Item Note: IFT-14 and ift-is Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled — Date — 0 27-FEB-04 0 30-JUL-04

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 13 of 133 UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0022 0 EA 1034-0084-003 VHA**10**093 HQ0006-01-C-0001/HQ0006-01-C-0001 S75784 Item Note: IFT-14 and IFT-15 SHROUD INSTALLATION DX-C9 $0.0000 $0.0000 ~S.CONT Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 0 27-FEB-04 0 30-JUL-04 0023 1 EA 1034-0082-003 VHA**10**093 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 PAM ASSEMBLY INSTALLATION DX-C9 $0.0000 $0.0000 ~S.CONT Item Note: IFT-14 and ift-15 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date — 1 27-FEB-04 0 30-JUL-04

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 14 of 133

ITEM

UM PART NUMBER

QUANTITY

VENDOR PIN

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNIT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0024 0

EA 1034-0037-002 VHA**10**093

TPS CLOSEOUT INSTALLATION

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000

675784 Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120

$0.0000

~S.CONT Quantity Ordered Scheduled Delivery Date —

0 30-JUL-04

0025 1

EA 1034-0038-004

VHA**10**093

HQ0006-01-C-0001/HQ0006-01-C-0001 675784

EMPLACEMENT COMPONENTS INSTALLATION

DX-C9 $0.0000

$0.0000

~S.CONT Item Note: fti Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 27-FEB-04 0 30-JUL-04

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 15 of 133 —— —— —— —

ITEM

QUANTITYUM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

~S.CONT 0026 3 EA VHA**10**093 DGT TESTING HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: “Non-Receivable” item, test support only. Supports IFT-13b, IFT-13C, and IFT-14. Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: ^F Ship This Item Only To: See Attachment A120 Quantity OrderedScheduled Delivery Date —

1 29-SEP-03 1 27-FEB-04 1 30-APR-04 0027 1 LT VHA**10**093 OSC SOLAR PARTS TESTING FOR GMD HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784

Item Note: This item is issued pursuant to the “Changes” Clause. Item Reference: Definitized price included in Line Item 0002.

Item Unit Value: $0.0000 Value Code: ^F

Period of Performance: 4/22/2004 through 8/31/2004 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 31-AUG-04

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PURCHASE CONTRACT: 101018

REVISION: 113

Page 16 of 133

UM PART NUMBER

QUANTITY

VENDOR P/N

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PROJECT CCN
PRIORITY RATING FUNDED UNFT PRICE FUNDED EXTENDED PRICE

~S.CONT 0028 1 EA SK3625 VHA**10**093 BAM MECHANICAL PATHFINDER HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000

S75784 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F

$0.0000

~S.CONT Quantity Ordered Scheduled Delivery Date —

1 17-DEC-02

0029 1

VHA**10**093

~S.CONT BOOSTER STACK PATHFINDER HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000

675784 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120

$0.0000

~S.CONT Quantity Ordered Scheduled Delivery Date —

1 13-NOV-02

~S.CONT0030 1 EA SK1034-0726-X1 GTM BOOSTER STACK HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000

S75784 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f

Ship This Item Only To: See Attachment A120

VHA**10**093

$0.0000

~S.CONT Quantity Ordered Scheduled Delivery Date —

1 21-APR-04

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 17 of 133 ITEM UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER/ PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0031 1 EA SK1034-3700-001 GTU BAM HQOOOe-01-C-0001/HQ0006-01-C-0001 675784 DX-C9 $0.0000 VHA**10**093 $0.0000 ~S.CONT Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Quantity Ordered Scheduled Delivery Date 1 IS-APR-04 00323 EA HQ0006-01-C-0001/HQ0006-01-C-0001 675784 BAM EMULATOR UPGRADE DX-C9 $0.0000 VHA**10**093 $0.0000 ~S.CONT Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date 1 30-SEP-04 29-OCT-04 30-NOV-04 0033 3 EA HQ0006-01-C-0001/HQ0006-01-C-0001 675784 BOOSTER STACK EMULATOR UPGRADE DX-C9 $0.0000 VHA**10**093 $0.0000 ~S.CONT Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Quantity Ordered Scheduled Delivery Date — 1 30-SEP-04 29-OCT-04 30-NOV-04

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 18 of 133

UM PART NUMBER

QUANTITY

VENDOR P/N

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNFT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0034 5

EA 1034-9681

HQ0006-01-C-0001/HQOOOS-01-C-0001 675784

CARRIAGE ADAPTER DX-C9

$0.0000

VHA**10**093

$0.0000

~S.CONT Item Note: s/n s 0001, 0002, 0003, 0004, 0005 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: ^F Quantity Ordered Scheduled Delivery Date —

1 21-NOV-03 1 28-JAN-04 1 09-FEB-04 1 21-APR-04 1 15-JUN-04

0035 20 EA 1034-9690

HQ0006-01-C-0001/HQ0006-01-C-0001 675784

RACEWAY BRIDGE DX-C9

$0.0000

VHA**10**093

$0.0000

~S.CONT Item Note: Used in sets of four. 5 sets of 4. 20 each total. S//N~s 8,12,13,19; 1,3,5,9; 2,4,15,7; 6,10,11,15; 7,16,18,20 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F

Quantity Ordered Scheduled Delivery Date —

20 14-OCT-05

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 19 of 133 ITEM UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER
TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0036 5 EA 1034-9600 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 VHA**10**093 VERTICAL LIFT SLING DX-C9 $0.0000 $0.0000 Item Note: s/n s 001, 002, 003, 004, 005 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F ~S.CONT Quantity Ordered Scheduled Delivery Date — 2 13-NOV-02 16-APR-04 17-SEP-04 0037 1 EA 1034-9631 VERTICAL LIFT BEAM HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 675784 Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date 1 13-NOV-02 $0.0000 VHA**10**093 $0.0000 0038 3 EA HQ0006-01-C-0001/HQ0006-01-C-0001 675784 UMBILICAL TEST KIT DX-C9 $0.0000 VHA**10**093 $0.0000 ~S.CONT Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date —— — 1 15-JAN-03 1 24-FEB-03 1 03-MAR-03

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 20 of 133 ITEM UM PART NUMBER QUANTITY VENDOR PIN CUSTOMER/ PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0039 1 EA HQ0006-01-C-0001/HQ0006-01-C-0001 675784 CHOCKS DX-C9 $0.0000 VHA**10**093 $0.0000 ~S.CONT Item Note: set of five Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date 1 10-MAY-04 0040 1 EA 70004325-520 VHA**10**093 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 TRIPLE FILL BOX, LIM DX-C9 $0.0000 $0.0000 0041 1 Item Note: Includes cables, part number 1034-3339-001 Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date 1 07-JUN-04 EA 1034-0001-001 OSC BV6 BOOSTER STACK HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 675784 Item Reference: Def initized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: ^F Ship This Item Only To: See Attachment A120 $0.0000 VHA**10**093 $0.0000 Quantity Ordered Scheduled Delivery Date 1 03-JUL-03

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PURCHASE CONTRACT: 101018

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Page 21 of 133

UM PART NUMBER

QUANTITY

VENDOR P/N

CUSTOMER / PRIME CONTRACT NUMBER
TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNIT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0042 1

EA 1034-0036-001

VHA**10**093

HQ0006-01-C-0001/HQ0006-01-C-0001 675784

ORDNANCE CLOSEOUT KIT DX-C9

$0.0000

~S.CONT Item Note: Kit for BV-6 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Pate — 1 03-JUL-03

0043 1

EA 1034-0034-001

VHA**10**093

HQ0006-01-C-0001/HQ0006-01-C-0001 675784

SHROUD INSTALLATION KIT DX-C9

$0.0000

~S.CONT Item Note: Kit for BV-6 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: ^F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 03-JUL-03

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 22 of 133 —— —— —— —

UM PART NUMBER

QUANTITY

VENDOR P/N

CUSTOMER/ PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNIT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0044 1

EA 1034-0032-001

VHA**10**093

HQ0006-01-C-0001/HQOOOS-01-C-0001 575784

PAM ASSEMBLY KIT DX-C9

$0.0000

1 03-JUL-03

0045 1

EA 1034-0037-001

VHA**10**093

HQ0006-01-C-0001/HQOOOS-01-C-0001 675784

TPS CLOSEOUT KIT DX-C9

$0.0000

~S.CONT Item Note: Kit for bv-6 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 03-JUL-03

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REVISION: 113

Page 23 of 133

UM PART NUMBER

QUANTITY

VENDOR PIN

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNIT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0046 2

EA 1034-0038-001

VHA**10**093

HQ0006-01-C-0001/HQ0006-01-C-0001 S75784

EMPLACEMENT COMPONENT KIT DX-C9

$0.0000

~S.CONT Item Note: Kits for BV-S and IFT-13b Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 03-JUL-03 1 21-NOV-03

0047 2

EA 1034-008S-001

VHA**10**093

HQOOOS-01-C-0001/HQ0006-01-C-0001 675784

ORDNANCE CLOSEOUT INSTALLATION

DX-C9 $0.0000

$0.0000

~S.CONT Item Note: Kit for IFT-13b and IFT-13C Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 21-NOV-03 1 28-JAN-04

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 24 of 133

UM PART NUMBER

QUANTITY

VENDOR P/N

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNFT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0048 1

EA 1034-0084-001

VHA**10**093

HQ0006-01-C-0001/HQ0006-01-C-0001 575784

SHROUD INSTALLATION KIT DX-C9

$0.0000

~S.CONT Item Note: Kit for iFT-i3b Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: see Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 21-NOV-03

0049 1

EA 1034-0082-001

VHA**10**093

HQ0006-01-C-0001/HQOOOS-01-C-0001 675784

PAM INSTALLATION KIT DX-C9

$0.0000

~S.CONT Item Note: Kit for IFT-13b Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 21-NOV-03

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 25 of 133

ITEM

UM PART NUMBER

QUANTITY

VENDOR P/N

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNIT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0050 1

EA 1034-0037-001

VHA**10**093

HQOOOS-01-C-0001/HQOOOS-01-C-0001 S75784

TPS CLOSEOUT KIT DX-C9

$0.0000

~S.CONT Item Note: Kit for iFT-i3b Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 21-NOV-03

0051 1

EA 1034-0084-002

VHA**10**093

HQOOOS-01-C-0001/HQOOOS-01-C-0001 675784

SHROUD INSTALLATION DX-C9

$0.0000

~S.CONT Item Note: Kit for IFT-13c Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 28-JAN-03

BOEING

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 26 of 133

UM PART NUMBER

QUANTITY

VENDOR PIN

CUSTOMER/ PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNIT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0052 1

EA 1034-0082-002

VHA**10**093

HQ0006-01-C-0001/HQ0006-01-C-0001 675784

PAM ASSEMBLY INSTALLATION DX-C9

$0.0000

~S.CONT Item Note: Kit for IFT-13C Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 _Value _Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 28-JAN-04

0053 1

EA 1034-0037-002

VHA**10**093

HQ0006-01-C-0001/HQ0006-01-C-0001 S75784

TPS CLOSEOUT INSTALLATION DX-C9

$0.0000

~S.CONT Item Note: Kit for ift-isc Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 28-JAN-04

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 27 of 133 ITEM UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0054 1 EA 1034-0038-003 VHA**10**093 HQ0006-01-O0001/HQ0006-01-C-0001 675784 EMPLACEMENT COMPONENTS INSTALLATION DX-C9 $0.0000 $0 .0000 ~S.CONT Item Note: Kit for IFT-13c Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 28-JAN-04 0055 1 EA 1034-3600-001 VHA**10**093 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 AVIONICS ASSEMBLY DX-C9 $0.0000 $0.0000 ~S.CONT Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Quantity Ordered Scheduled Delivery Date — 1 15-SEP-05

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 28 of 133

~S.CONT QUANTITYUMPART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER

0056 0 EA 1034-OSOO-001 VHA**10**093 OBV — VEHICLE ASSEMBLY HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: Booster Stack for IDC-19 and IDC-20 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

0 14-FEB-06 14-OCT-05 0 14-MAR-06 14-NOV-05 0057 0 EA 1034-0636-001 VHA**10**093

ORDNANCE CLOSEOUT INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-OOC1 DX-C9 $0.0000 $0.0000

675784 Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

0 14-MAR-06 14-OCT-05

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 29 of 133

~S.CONT QUANTITYUMPART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER

0058 0 EA 1034-0634-001 VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: ^F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

0 14-FEB-06 14-OCT-05 0059 1 EA 1034-0632-001 VHA**10**093

PAM ASSEMBLY INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV24 Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 _Value _Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

1 14-FEB-06 14-OCT-05

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 30 of 133

~S.CONT QUANTITY UMPART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER

0060 1 EA 1034-0637-001 VHA**10**093

TPS CLOSEOUT INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV24 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: ^F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

1 14-MAR-06 14-OCT-05 0061 0 EA 1034-0638-001 VHA**10**093

EMPLACEMENT COMPONENTS INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery DateOriginal Delivery Date —

014-FEB-06 14-OCT-05 014-MAR-0614-NOV-05 0062 0 EA 1034-3600-001 VHA**10**093 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

0 15-FEB-06 15-NOV-05

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 31 of 133

ITEM

QUANTITYUM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

~S.CONT 0063 0 EA 1034-0600-001 VHA**10**093 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: Booster Stacks for IFT-19 and IFT-20. Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

0 15-DEC-05 0 06-JAN-06 0064 0 EA 1034-0636-001 VHA**10**093

ORDNANCE CLOSEOUT INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

0 15-DEC-05

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 32 of 133

ITEM

UM PART NUMBER

QUANTITY

VENDOR PIN

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNIT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

~S.CONT OOS5 0 EA 1034-0634-001 VHA**10**093 SHROUD INSTALLATION KIT HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000

615784 Item Note: Kit for IFT-19 and IFT-20 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: ^F

Ship This Item Only To: See Attachment A120

$0.0000

Quantity Ordered Scheduled Delivery Date

0 15-DEC-05

0066 1 EA 1034-0632-001

PAM ASSEMBLY INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000

675784 Item Note: Kit for iFT-ig Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120

VHA**10**093

$0 .0000

~S.CONT Quantity Ordered Scheduled Delivery Date —

1 15-DEC-05

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 33 of 133

~S.CONT QUANTITYUMPART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER

0057 1 EA 1034-0537-001 VHA**10**093

TPS CLOSEOUT INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

575784 Item Note: OBV26 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 15-DEC-05 0068 0 EA 1034-0538-001 VHA**10**093

EMPLACEMENT COMPONENTS INSTALLATION KIT

HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

0 15-DEC-05 0 16-JAN-06

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 34 of 133 —— —— —— —

QUANTITY UM PART NUMBER VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PROJECT CCN FUNDED UNIT PRICE PRIORITY RATING TRUE FUNDED EXTENDED ITEM MANUFACTURER PRICE —— —— —

0069 2 EA VHA**10**093 NON-TACTICAL EQUIPMENT INSTALL KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: NTE Kits for IFT-21 and IFT-25 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

115-DEC-05 116-JAN-OS 0070 1 EA VHA**10**093 DD254 SCO REVISION ORBITAL SCIENCES CORPORATION HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Item includes: DD254/SCG Training and development of Orbital internal SCG Users Guide. User~s Guide requires final review and concurrence by Boeing Security Representative.

QA requirements do not apply to this line item. Item Reference: Definitized price included in Line Item 0002

Item Unit Value: $0.0000 Value Code: F

Period of Performance: 06/07/2004 thru 06/06/2005 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Pate — 1 06-JUN-05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 35 of 133 —— —— —— — UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0071 4 EA 1034-3600-001 VHA**EO**088 HQ0006-01-C-0001/HQ0006-01-C-0001 675184 AVIONICS ASSEMBLY DX-C9 $0.0000 $0.0000 ~S.CONT Item Note: bam for ldci, ldcs, LDC4, ldcs, LDC20 Item Reference: Definitized price included in Line Item 0003 Item Unit Value: $0.0000 Value Code: f Quantity Ordered Scheduled Delivery Date 31-MAR-04 30-APR-04 28-MAY-04 30-JUN-04 15-JUL-04 0072 5 EA 1034-0600-001 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 675784 $0.0000 VHA**EO**088 $0.0000 Item Note: Booster Stack for TB-1 (IDC-1) , TB-2 (IDC-2), TB-3 (IDC-3), TB-4 (IDC-4), TB-5 (IDC-5), IDC-16, IDC-17, IDC-18 Item Reference: Definitized price included in Line Item 0003 Item Unit Value: $0.0000 Value Code: ^F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 30-APR-04 28-MAY-04 30-JUN-04 30-JUL-04 16-AUG-04 15-JUL-05 15-AUG-05 15-SEP-05

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 36 of 133

QUANTITY UM PART NUMBER VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PROJECT CCN FUNDED UNIT PRICE PRIORITY RATING TRUE FUNDED EXTENDED ITEM MANUFACTURER PRICE —— —— —

0073 5 EA 1034-OS3S-001 VHA**EO**088

ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000

675784

Item Note: Kit for TB-1 (IDC-1) , TB-2 (IDC-2), TB-3 (IDC-3), TB-4 (IDC-4), TB-5 (IDC-5)

Item Reference: Definitized price included in Line Item 0003 Item Unit Value: $0.0000 Value Code: ^F

Ship This Item Only To: See Attachment A120

$0.0000

Quantity Ordered Scheduled Delivery Date

30-APR-04

28-MAY-04 30-JUN-04 30-JUL-04 16-AUG-04 15-JUL-05 15-AUG-05 15-SEP-05

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 37 of 133

UM PART NUMBER

QUANTfTY

VENDOR P/N

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNIT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0074 5

EA 1034-0634-001

VHA**EO**088

HQOOOS-01-C-0001/HQ0006-01-C-0001 675784

SHROUD INSTALLATION KIT DX-C9

$0.0000

~S.CONT Item Note: Kit for TB-l (IDC-1) , TB-2 (IDC-2), TB-3 (IDC-3), TB-4 (IDC-4), TB-5 (IDC-5) Item Reference: Definitized price included in Line Item 0003 Item Unit Value: $0.0000 Value Code: ^F

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 30-APR-04

28-MAY-04

1 30-JUN-04

1 30-JUL-04

1 16-AUG-04

0 15-JUL-09

0 15-AUG-09

0 15-SEP-05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 38 of 133 —— —— —— —

ITEM

UM PART NUMBER

QUANTITY

VENDOR P/N

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PROJECT CCN

PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

~S.CONT 0075 7 EA 1034-0632-001 PAM ASSEMBLY INSTALLATION KIT HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000

675784

VHA**EO**088

$0.0000

Item Note: Kit for tb-i (IDC-l), TB-2 (IDC-2) , TB-3 (IDC-3), TB-4 (IDC-4), TB-5 (IDC-5), IDC-16, IDC-17, IDC-18

Item Reference: Definitized price included in Line Item 0003 Item Unit Value: $0.0000 Value Code: f

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 30-APR-04

28-MAY-04

1 30-JON-04

1 30-JUL-04

1 16-AUG-04

1 01-DEC-09

1 22-DEC-09

BOEING

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 39 of 133

UM PART NUMBER

QUANTITY

VENDOR P/N

CUSTOMER / PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PROJECT CCN

PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

0076 7 EA 1034-0637-001 VHA**EO**088

TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000

675784

$0.0000

Item Note: Kit for TB-1 (IDC-1), TB-2 (IDC-2), TB-3 (IDC-3), TB-4 (IDC-4), TB-5 (IDC-5), IDC-16, IDC-17, IDC-18

Item Reference: Definitized price included in Line Item 0003 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date } —

1 30 -APR -04

i 2 8 -MAY -04

1 30-JUN -04

1 30-JUL -04

1 16-AUG -04

1 15-JUL -09

1 15-SEP -09

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 40 of 133 ITEM UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PROJECT CCN PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE 0077 5 EA 1034-0638-001 VHA**EO**088 HQ0006-01-C-0001/HQOOOS-01-C-0001 675784 EMPLACEMENT COMPONENTS INSTALLATION KIT DX-C9 $0.0000 $0.0000 ~S.CONT Item Note: Kit for TB-l (IDC-l), TB-2 (IDC-2) , TB-3 (IDC-3), TB-4 (IDC-4), TB-5 (IDC-5), IDC- 16, IDC-17, IDC-18 Item Reference: Definitized price included in Line Item 0003 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date — 1 30-APR-04 1 28-MAY-04 1 30-JUN-04 1 30-JUL-04 1 16-AUG-04 0 15-JTJL-05 0 15-AUG-05 0 15-SEP-05 0078 1 LT VHAP1H03*040 CAPABILITIES ENHANCEMENT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $115,560,433.0000 $115,560,433.0000 675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: cost collection Item Unit Value: $123,704,441.0000 Value Code: a Period of Performance: 02/04/2003 thru 07/31/2005 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Pate — 1 29-JUL-05

BOEING

PURCHASE CONTRACT CONTINUATION

PURCHASE CONTRACT: 101018

REVISION: 113

Page 41 o f 133

ITEM

UM PART NUMBER

QUANTITY

VENDOR PIN

CUSTOMER/ PRIME CONTRACT NUMBER

TRUE MANUFACTURER

DESCRIPTION

PRIORITY RATING FUNDED UNIT PRICE

PROJECT CCN

FUNDED EXTENDED PRICE

0079 10

EA 1034-3600-001

VHAP1H03*040

HQOOOS-01-C-0001/HQOOOS-01-C-0001 675784

AVIONICS ASSEMBLY DX-C9

$0.0000

~S.CONT Item Note: bam for idc-s, idc- 7, idc- a, idc- 9, idc-io, idc-ii, idc- 12, idc- 13, IDC-14, idc-is Item Reference: Definitized price included in Line Item 0078 Item Unit Value: $0.0000 Value Code: ^F

Quantity Ordered Scheduled Delivery Date } —

1 16-AUG-04

1 15-SEP-04

1 15-OCT-04

1 15-NOV-04

1 14-DEC-04

1 14-JAN-05

1 14-FEB-05

1 14-MAR-05

1 15-APR-05

1 16-MAY-05

BOEING purchasecontract: 101018 REVISION: 113 page 42 of 133 —— — QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY fTEM RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER —— —

0080 6

EA 1034-0600-001

VHAP1H03*040

HQ0006-01-C-0001/HQOOOS-01-C-0001 675784

OBV — VEHICLE ASSEMBLY DX-C9

$0.0000

~S.CONT Item Note: Booster Stack for IDC-6, IDC-7, IDC-8, IDC-9, IDC-10, IDC-11, IDC-12, IDC-13, IDC-14, IDC-15 Item Reference: Definitized price included in Line Item 0078 Item Unit Value: $0.0000 Value Code: ^F

Ship This Item Only To: See Attachment A120

{ Quantity Ordered Scheduled Delivery Date } —

1 15-SEP-04 1 15-OCT -04

1 15-NOV -04

1 14 -DEC -04

1 14 -JAN -05

1 14 -FEE -05

0 14-MAR -05

0 15-APR -05

0 16 -MAY -05

0 14-JUN -05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 43 of 133 ITEM UM PART NUMBER QUANTITY VENDOR PIN CUSTOMER / PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0081 10 EA 1034-063S-001 VHAP1H03*040 HQ0006-01-C-0001/HQ0006-01-C-0001 675784 ORDNANCE CLOSEOUT INSTALLATION KIT DX-C9 $0.0000 $0.0000 ~S.CONT Item Note: Kits for idc- 6, inc-7, idc-s, inc-9, idc-io, idc-ii, idc -12, idc-is, idc -14, idc-ib Item Reference: Definitized price included in Line Item 0078 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date — 1 15-SEP-04 1 15-OCT-04 1 15-NOV-04 1 14-DEC-04 1 14-JAN-05 1 14 -FEE- 05 1 14-MAR-05 1 15-APR-05 1 16-MAY-05 1 14-JUN-05

(T^JBFIffJJVIf ^“CONTINUATION* 07 PURCHASE CONTRACT: 101018 REVISION: 113Page 44 of 133ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I || TRUE MANUFACTURER |

0082 5 EA 1034-OS34-001 VHAP1H03*040 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: Kits for IDC-6, IDC-7, IDC-8, IDC-9, idc-io Item Reference: Def initized price included in Line Item 0078 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 15-SEP-04 1 15-OCT-04 1 15-NOV-04 1 14-DEC-04 1 14-JAN-05

(7^_Jf£fjffAf£f ^“CONTINUATION* 07 PURCHASE CONTRACT: 101018 REVISION: 113Page 45 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0083 10 EA 1034-0532-001 VHAP1H03*040 PAM ASSEMBLY INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: Kits for idc-6, idc-7, idc-s, idc-9, idc-io, idc-ii, idc-12, idc-13, idc-14, idc-is Item Reference: Def initized price included in Line Item 0078 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 15-SEP-04 1 15-OCT-04 1 15-NOV-04 1 14-DEC-04 1 14-JAN-05 1 14-FEB-05 1 14-MAR-05 1 15-APR-OS 1 lg-MAY-05 1

14-JUN-05

(7\£F£f£JJV£? pur ™mt,mm»™m act PURCHASE CONTRACT: 101018 REVISION: 113Page 46 of 133 jt^™1 l^UN IINUAI \\Jn *” ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I I) TRUE MANUFACTURER |

0084 10 EA 1034-0637-001 VHAP1H03*040 TPS CLOSEOUT INSTALLATION KIT HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: Kits for idc-6, idc-7, idc-8, idc-s, idc-io, idc-ii, idc-is, idc-13, ioc-14, idc-ib Item Reference: Def initized price included in Line Item 0078 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 15-SEP-04 1 15-OCT-04 1 15-NOV-04 1 14-DEC-04 1 14-JAN-05 1 14-FEB-05 1 14-MAR-05 1 15-APR-05 1 16-MAY-05 1 14-JUN-05

(7^jiF4IJEJAf£r- PURcoN™5°TN|ONACTpurchase contract: 101018 revision: 113Page 47 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNFT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0085 6 EA 1034-0538-001 VHAP1H03*040 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: Kits for idc-s, ioc-7, idc-b, idc-s, idc-io, idc-ii, inc-12, idc-is, iDC-14, idc-is Item Reference: Definitized price included in Line Item 0078 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 15-SEP-04 1 15-OCT-04 1 15-NOV-04 1 14-DEC-04 1 14-JAN-05 1 14-FEB-05 0 14-MAR-05 0 15-APR-05 0 16-MAY-05 0 14-JUN-05 0086 1 EA VHA**10**093 1034-9622 OSC — TELEMETRY TEST

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized price included in Line Item 0002. Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 09-JUL-04

(ftj0i7£//Vi7 PURcoN™SATN|ONACTpurchase contract: 1010 is rev.sion: 113 Page 48 0(133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

| || TRUE MANUFACTURER |

0087 1 EA VHA**10**093 3.9.2 OSC — DVT HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Definitized price included in Line Item 0002.

Item Unit Value: $0.0000 Value Code: f

Period of Performance: 07/oe/2004 thru 08/31/2004 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Pate — 1 31-AOG-04 0088 1 LT VHACP12**112 OSC-CAPABILITY ENHANCEMENTS II PROPOSAL PREPARATIO HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $175,654.0000 $175,654.0000

675784

Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Cost Collection

Item Unit Value: $139, SS4 . oooo Value Code: A Period of Performance: 05/05/2004 thru 09/30/04 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 30-SEP-04

(T^JTlf&JAt’Ir ‘ PUR CONTINUATION ACT PURCHASE CONTRACT: 101018 REVISION: 113 Pa ge 49 of 133 ITEM QUANTfTY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I II TRUE MANUFACTURER |

0089 1 LT VHAC3PO**002 WBS 3.9.2 CAPABILITY ENHANCEMENT II-LONG LEAD HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: This Line Item value is reduced to $0 and all costs associated with this Line Item are transferred to Line Item 0102 for definitization of CEII. “Q” clauses are not applicable to this Line Item.

Item Reference: This Line Item value is reduced to $0 Item Unit Value: $0.0000Value Code: e Period of Performance: 06/09/2004 thru 09/30/2004 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 30-SEP-04 0090 8 EA 1034-9506-002 VHA**10**093

YOKE REDESIGN

HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Definitized $686,502 included in line item 0002 Item Unit Value: $0.0000 Value Code: G Quantity Ordered Scheduled Delivery Date —

8 28-FEB-05

(A&a£/JV£? PURCONTINUATN|ONACT PURCHASE CONTRACT: 101018 REVISION: 113 Page 50 of 133 I

ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I || TRUE MANUFACTURER |

0091 1 LT VHA**EO**088 OSC SUPPORT AT FT. GREELY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $210,118.0000 $210,118.0000

675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Unit Value: $210,113.0000 Value Code: h Period of Performance: 09/01/2004 — 10/08/2004 Ship This Item Only To: see Attachment A120 FREEFORMSOW — INTEGRATION SUPPORT (6) Rev 00 Quantity Ordered Scheduled Delivery Date —

108-OCT-04 0092 1 EA 1034-9700-001 VHA**10**093 ELECTRONIC INTERFACE SIMULATOR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Def initized price included in Line item 0002 Item Unit Value: $0.0000 Va l ue Code: f Ship This Item Only To: see Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 28-FEB-05

(fa&affJVIf’ PUR CONTINSATION ACT PURCHASE CONTRACT: 101018 REVISION: 113 Page 51 of 13 3 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I || TRUE MANUFACTURER |

0093 1 LT VHA**EO**088 OSC SUPPORT AT FORT GREELY- GBI INTEGRATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Definitized price included in Item 0003

Item Unit Value: $0.0000 Value Code: F

Period of Performance: 09/03/04 thru 10/31/2004

Ship This Item Only To: See Attachment A120

FREEFORM SOW — INTEGRATION SUPPORT (4) Rev 00

Quantity Ordered Scheduled Delivery Date —

1 29-OCT-04 0094 1 EA P16M-22-116 VHA**10**093

TVC SIMULATOR, STAGE 1

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Quantity Ordered Scheduled Delivery Date —

130-AUG-04 0095 2 EA 1034-0880-001 VHA**10**093 NTE KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized $3,504,766 included in item 0002 Item Unit Value: $0.0000 Value Code: G Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

2 15-MAR-06 15-NOV-05

(7^J<r0&fJVI7 PURcoN™SATN|ONACTpurchase contract: iciois revis.on: 113Page 52 rf 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I || TRUE MANUFACTURER |

0096 1 EA VHA**HO**040 N/A OSC SUPPORT TO FT. GREELY

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $50,802.0000 $50,802.0000

675784 Item Reference: Not to Exceed $50,802 Item Unit Value: $50,802.0000 Value Code: C

Period of Performance: 10/13/2004 thru 11/08/2004 Ship This Item Only To: See Attachment A120 FREEFORMSOW — INTEGRATION SUPPORT (3) Rev 00 Quantity Ordered Scheduled Delivery Date —

108-NOV-04 0097 2 EA 1034-1014-003 VHA**10**093 TPS BOOT ASSEMBLY HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

2 20-OCT-04

(T^&IJJEM//?* “CONTINUATION^ 1 PURCHASE CONTRACT: 101018 REVISION: 113Page 53 of 133 ITEM QUANTITY DM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

| [I TRUE MANUFACTURER |

0098 2 EA 1034-1014-004 VHA**10**093 TPS BOOT ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

2 20-OCT-04 0099 1 EA 1034-9600-002 VHA**10**093 REPAIR PER NC00200609 VLS (VERTICAL LIFTING SLING)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

Item Reference: Def initzed price included in Line Item 0002

Item Unit Value: $0.0000 Value Code: F

Quantity Ordered Scheduled Delivery Date —

1 10-DEC-04 0100 1 EA VHA**10**093 NO HARDWARE SURV STUDY/WBS 2.6 CLIN 0101 ENGINEER SUPPORT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Def initized Price included in item 0002

Item Unit Value: $0.0000 Value Code: F Period of Performance: 12/1/2004-02/28/2005 Quantity Ordered Scheduled Delivery Date

—

1 28-FEB-05

(/^JPHJEfJVtf PURCONTINUATIONACT PURCHASE CONTRACT: 101018 REVISION: 113Page 54 of 133 ITEM QUANTITY DM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

| II TRUE MANUFACTURER |

0101 1 EA VHA**10**093 OSC EXTENDED DATA REVIEW HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized $5,165,975 include initem 0002 Item Unit Value: $0.0000 Value Code: G Period of Performance: 02/2005-06/2006 Quantity Ordered Scheduled Delivery Date —

1 30-JUN-06 0102 0 EA VHAC3PO**002 TACTICAL VEHICLES — CE II HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: This item was transferred to new items 0198 thru 0204 Item Unit Value: $0.0000 Value Code: G Quantity Ordered Scheduled Delivery Date —

0 12-JAN-06 0 10-FEB-06 0 10-MAR-06 0 10-APR-06 0 12-APR-06 0 10-MAY-06 0 ll-MAY-06 0 09-JUN-06 0 12-JUN-06 0 10-JUL-06

^^SOfiflfia? 1 PUR CO^INSAT N |ON AOT PURCHASE CONTRACT: 101018 REVISION: 113 Page 55 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

| II TRUE MANUFACTURER |

0103 1 LT VHAC3PO**002 TACTICAL VEHICLES — CE II HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $76,272,129.0000 $75,272,129.0000 575784 Item Reference: cost Collection Item Unit Value: $88,629,054.0000 Value Code: A Quantity Ordered Scheduled Delivery Date —

1 12-JAN-06 0104 1 EA VHA**MO**002 SAASM GPS HQ0006-01-C-0001/HQ0006-01-C-0001 . DX-C9 $3,750,000.0000 $3,750,000.0000

675784 Item Reference: Definitized $2,513,568 included in item 0104 Item Unit Value: $2,513,558.0000 Value Code: d Period of Performance: 11/09/2004 — 01/31/2006 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 03-FEB-05 0105 3 EA VHA**10**093 1034-9578-001 OSC TEST CABLES HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Price def initized under line item 0002
Item Unit Value: Value Code: A

Quantity Ordered Scheduled Delivery Date —

3 16-MAY-05

(T^JSMIJE/Afff PUR roNT?Nu^iON ACT purchase contract: 101018 rev.sion: 113 Pag e 56 0 , 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

| || TRUE MANUFACTURER |

0106 3 EA VHA**10**093 1039-9137-001 OSC TEST CABLES

HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Price definitized under line item 0002 Item Unit Value: Value Code: A Quantity Ordered Scheduled Delivery Date —

3 15-APR-05 0107 1 EA VHAC3PO**002 PM&P FAST TRACK EFFORT CE II-LOT 1 HARDWARE MODIFICATIONS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized $1,150,327 included in item 0103 Item Unit Value: $1,150,327.0000 Value Code: G

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 30-DEC-05 0108 1 EA VHA**10**093 OSC-MIL STD 1901A COMPLIANCE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized $97,960 included in line item 0002

Item Unit Value: $0.0000 Value Code:

Period of Performance: 05/01/2005 thru 06/30/2005 Quantity Ordered Scheduled Delivery Date

—

1 30-JUN-05

(/^JiriJ&//VI? PUR CONTINUATION ACT PURCHASE CONTRACT: 101018 REVISION: 113Page 57 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORfTY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0109 1 EA VHA**10**093 HSV IIF/GDIIL OSC INTEGRATION & TESTING SPT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undefinitized $300,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 01/01/2005 thru 09/20/2006 Quantity Ordered Scheduled Delivery Date —

1 20-SEP-06 0110 1 EA VHA**EO**088 GREELY/VAFB LDC INTEGRATION OSC INTEGRATION & TESTING SPT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Undef initized $400,000 included in item 0003

Item Unit Value: $0.0000 Value Code: Period of Performance: 01/01/2005 thru 09/20/2006 Quantity Ordered Scheduled Delivery Date

—

1 20-SEP-06 0111 1 EA VHA**HO**040 RTS/VAFB LAUNCH SITES OSC INTEGRATION & TESTING SPT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized $1,600,000 included in item 0078 Item Unit Value: $0.0000 Value Code: Period of Performance: 01/01/2005 thru 09/20/2006 Quantity Ordered Scheduled Delivery Date —

1 20-SEP-OS

(/^JBfUflAflSr ^“CONTINUATION* 07 PURCHASE CONTRACT: 101018 REVISION: 113 Page 58 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0112 1 EA VHA**10**093

SHROUD TPS ENHANCEMENT PROGRAM OSC TPS UPGRADE

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: D744-214-75 SOW Rev: B Item Reference: Definitized $5,440,647 included in item 0002 Item Unit Value: $5,440,647.0000 Value Code: Period of Performance: 2/17/2005 thru 6/30/2005 Quantity Ordered Scheduled Delivery Date —

1 30-JUN-05 0113 1 EA VHA**HO**040

SHROUD TPS ENHANCEMENT PROGRAM OSC TPS UPGRADE — CLIN 0401

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: D744-214-75 SOW Rev: New Item Reference: This item has been combined with item 0112 Item Unit Value: $0.0000 Value Code: Period of Performance: 2/17/2005 thru 6/30/2005 Quantity Ordered Scheduled Delivery Date —

1 30-JUN-05 0114 1 EA VHA**10**093 MRTF TASK 8 OSC SPECIAL INSTRUMENTATION ON IFT~S (GILSET 2)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: mrtfs SOW Rev:

Item Reference: Undef initized $1,960,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/8/05 thru 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 28-SEP-07

(T^JSTflflAflf’ ^“CONTINUATION* 07 PURCHASE CONTRACT: 101018 REVISION: 113 Page 59 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I II TRUE MANUFACTURER |

0115 1 EA VHA**10**093 MRTF TASK 13 OSC GTM NTE & SPECIAL INSTRUMENTATION

HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: MRTF13 SOW Rev:

Item Reference: Undefinitized $1,392,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/8/05 thru 9/30/06 Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06 0116 1 EA VHA**10**093 MRTF TASK 16 OSC MIL-STD-1540B STUDY (GILSET #6) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

SOW: MRTF16 SOW Rev: Item Reference: Undefinitized $50,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/8/05 thru 9/30/05 Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06 0117 1 EA VHA**10**093 3.9.2 OSC PALLET TEST HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized $565,616 included in item 0002

Item Unit Value: $0.0000 Value Code: Period of Performance: 10-03 to 6/04 Quantity Ordered Scheduled Delivery Date

—

1 23-JUN-04

(/^£f£f^IJV/y PURr™T,™ACTI purchase contract: 101018 I revis.on: ~ 3 I Page 50 of 133 lt_^— t*U!N IINUAII UN a ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0118 1 EA VHA**10**093

OSC SHROUD THERMAL SEPARATION TEST (T2-1)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: sow T2-1 SOW Rev:

Item Reference: Undefinitized $1,300,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/13/05 thru 9/30/05 Quantity Ordered Scheduled Delivery Date —

1 30-SEP-05 0119 1 EA VHA**10**093

OSC CONVERT 14B TO HIFI GTM (T2-5)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 SOW: sow T2-5 SOW Rev:

Item Reference: Undef initized $200,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/13/05 thru 9/30/oe Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06 0120 1 EA VHA**10**093

OBV SIMULATOR FIDELITY UPGRADE (NAV SETS)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: sow T2-51 SOW Rev:

Item Reference: Undef initized $1,500,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/14/05 thru 9/30/06 Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06

(T^jartrffJVl? PUR CONTINS°™N ACT PURCHASE CONTRACT: 101018 REVISION: 113 Page 61 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

| [| TRUE MANUFACTURER |

0121 1 EA VHA**10**093

BIT AND ABORT SOFTWARE STUDY UPDATE RQRD DOCS

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: sow 12-52 SOW Rev:

Item Reference: Undefinitized $179,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/14/05 thru 9/30/os Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06 0122 1 EA VHA**10**093

OBV-3 MACH SWAP (DUAL FET MOD)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: sow T2-54 SOW Rev:

Item Reference: Undefinitized $50,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/14/os thru 9/30/oe Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06 0123 1 EA VHA**10**093

FIELD SITE MOTOR INSPECTIONS

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: sow T2-55 SOW Rev:

Item Reference: Undefinitized $75,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/14/05 thru 9/30/06 Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06

(7^&&£JAMf’ PU ^NTINUATION ACT PURCHASE CONTRACT: 101018 REVISION: 113p age 62 o , 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNFT PRICE FUNDED EXTENDED PRICE

| [I TRUE MANUFACTURER |

0124 1 EA VHA**10**093 OSC-CR125 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 575784 SOW: SOWCR125 SOW Rev:

Item Reference: Definitized $508,526 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: v/05 thru 6/06 Quantity Ordered Scheduled Delivery Date —

1 23-JUN-06 0125 1 EA VHA**10**093 T3-4 RQMTS, TEST PLANNING AND PROCEDURES MODS HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

SOW: T3-4) SOW Rev: New Item Reference: Undefinitized $30,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05 0126 1 EA VHA**10**093 T3-9 OBV MIL-STD 1540 DELTA QUALIFICATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

SOW: T3-9) SOW Rev: New Item Reference: Undef initized $3,550,520 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/i/os — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05

(fttiF/rffAffr PUR pnwT,MM?T,nM ACT 1 PURCHASE CONTRACT: 101018 REVISION: ~3 I Page 63 of 133 g,^.^**- — UL/N \ INUAI IUN ** ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0127 1 EA VHA**10**093 T3-12 SIMULATION UPGRADES HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784
SOW: T3-12) SOW Rev: New

Item Reference: Undefinitized $801,499 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05 0128 1 EA VHA**10**093 T3-15 MOTOR STATIC FIRE HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784
SOW: T3-15) SOW Rev: New

Item Reference: Undefinitized $1,813,259 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/0? Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05 0129 1 EA VHA**10**093 T3-20 GT-1 USING GTM-5 AT RTS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

SOW: T3-20) SOW Rev: New Item Reference: Undefinitized $313,206 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 24-JUN-OS

(7^_&£r£JAf£f PUR CONTINUATION ACT PURCHASE CONTRACT: 101018 REVISION: 113Page 64 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0130 1 EA VHA**10**093 T3-22 GT-2 USING GTM-5 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784
SOW: T3-22) SOW Rev: New

Item Reference: Undef initized $202,035 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05 0131 1 EA VHA**10**093 T3-23 FT-2 FROM VAFB HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784
SOW: T3-23) SOW Rev: New

Item Reference: Undef initized $22,032 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/i/os — 9/30/0? Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05 0132 1 EA VHAP1H03*040

OSC MRTF T3-17 GTM NEED FOR VAFB

HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: T3-17) SOW Rev: New

Item Reference: Undefinitized $1,129,538 included in item 0078 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05

(7^J&£i£jrAf£?’ “CONTINUATION* 01 PURCHASE CONTRACT: 101018 REVISION: 113p a ge 65 0) 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

| || TRUE MANUFACTURER |

0133 1 EA VHAP1H03*040 OSC MRTF T3-18-GTM-4 (INERT MOTORS) FOR GDIL HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-18) SOW Rev: New

Item Reference: Undefinitized $206,170 included in item 0078 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/i/os — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05 0134 1 EA VHA**10**093 PHASE 1 OSC PATHFINDER HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

SOW: PATHl SOW Rev: New Item Reference: Definitized $100,525 included in item 0002 Item Unit Value: $100,625.0000 Value Code: Period of Performance: 7/1/05 — 9/20/05 Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05 0135 1 EA VHA**10**093 PHASE 2 OSC — PATHFINDER PHASE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

SOW: PATH2 SOW Rev: New Item Reference: Definitized price included in item 0134 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/15/05 -9/30/05 Quantity Ordered Scheduled Delivery Date —

1 08-JUL-05

(/^JSTfrfJAftf “CONTINUATION*07 PURCHASE CONTRACT: 101018 REVISION: 113 Page 66 Ofl33 rTEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

| II TRUE MANUFACTURER |

0136 I EA VHA**10**093

OSC STEP CLAM TEST

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: D744-214-75 SOW Rev. a Item Reference: This item has been combined with item 0112 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/15/05 — 12/01/05 Quantity Ordered Scheduled Delivery Date —

1 08-JTJL-05 0137 1 EA VHA**13**070 OSC SAFE & ARM DEVICES (PACSCI) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undefinitized $120,000 included in item 0137 Item Unit Value: $120,000.0000 Value Code: a Period of Performance: 7/15/05 — 10/31/05 Quantity Ordered Scheduled Delivery Date —

1 08-JUL-05

(ftjBlM-WV*?- PURcCoNT,NS°TN,ONACTpurchase contract: 101018 revision: 113 Page 67 0, 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I II TRUE MANUFACTURER |

0138 1 EA VHA**10**093 OSC TVC HYDRAULIC HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: Seller shall provide onsite support, labor and parts associated with the Repair/Rework to the LDC-9 TVC hydraulic leak at Ft. Greely as documented in NCR # 00202929. Item Reference: Definitized $254,360 included in item 0002 Item Unit Value: $254,360.0000 Value Code:

Period of Performance: 6/30/05 — 9/30/os

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 23-JUN-05 0139 1 EA VHAP1H03*040 1034-0634-002 OSC- CAPABILITY ENHANCEMENT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: Kit for idc-ii Item Reference: Definitized price included in item 0078 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 14-OCT-05

(/±4Sri7£JJVt?’ PUR r ±?,MM?™N ACT | PURCHASE CONTRACT: 101018 | REVISION: ~3 I page 68 of 133 Jt_^^~— (*UN IINUAI lUN [ ^ C; .... I I ........................... j —— —— —— — ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I [I TRUE MANUFACTURER |

0140 1 EA VHA**10**093 CORK REPAIR AT FT. GREELY LDC 1, 2 AND 6 CLIN0101 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Repair LDC 1, 2 & 6 per NCs 202696, 202728 and 202782 Item Reference: Def initized $93,057 included in item 0002

Item Unit Value: $93,057.0000 Value Code: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 22-AUG-05 0141 1 EA VHA**10**093 PRE-STEP RAIN EROSION TESTING HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized $57,490 included in item 0002

Item Unit Value: $o 0000 Va i ue Co de: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date

—

1 22-AUG-05 0142 1 EA VHA**10**093 DGT REPAIR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized $10,993 included in item 0002

Item Unit Value: $0.0000 Value Code: Period of Performance: 9/15/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date

—

1 08-SEP-05

(/^_B£9JEfAf£r PUR rn™?™M ACT I PURCHASE CONTRACT: 101018 I REVISION: ~ 3 I Page 69 o( 133 I IC^^""— V/UNI InlUA IIUN I “ I ^ ..... | ............ | ................................................. | ............................................... I .. ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

[I TRUE MANUFACTURER |

0143 11 EA VHA**13**199 GMD GBI PROCUREMENT OF NON-SAASM SIGI7S HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

575784 Item Reference: Definitized $694,327 included in item 0143 Item Unit Value: $694, 327 .0000 Value Code: Period of Performance: 9/16/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

11 09-SEP-05 0144 1 EA VHA**10**093 T4-28 GDIL TESTING USING GTM-4 OSC MRTF T4 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

SOW: T4 — 2 8 SOW Rev: New Item Reference: Undefinitized $813,540 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 22-AUG-05 0145 1 EA VHA**10**093 T4-33 GTM-2 AT FGA OSC MRTF T4 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

SOW: T4-33 SOW Rev: New Item Reference: Undefinitized $56,925 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 29-AUG-05

(ftjBF0fJ/VI7 PUR CONT S |NSAT N |ON ACT PURCHASE CONTRACT: 101018REVISION:113 Page 70 of 133 ITEM QUANTITY UMPART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER ..................... PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE || TRUE MANUFACTURER —— —— — 0146 1 EA VHA**10**093 T4-34 NTE FOR GDIL OSC MRTF T4 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 575784 SOW: T4-34 SOW Rev: New

Item Reference: Undefinitized $784,471 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 29-AUG-05 0147 1 EA VHA**10**093 OSC-MRTF T3 GTM INERT MOTOR REQUIREMENT CHANGE HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Procurement of inert S/As, frangible rail set and frangible joints. Also includes additional charge to convert flight motors to inert. Applies to GTM-2 and GTM-3.

Item Reference: Undef initized $560,000 included in item 0002 Item Unit Value: $o . o o o o Value Code: Period of Performance: 8/4/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 28-JUL-05 0148 1 EA VHA**10**093

OSC CORP-LDC THREAT IMPLEMENTATION (ECP 168)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: ldcsow SOW Rev: New

Item Reference: Def initized $142,838 included in item 0002 Item Unit Value: $142, 838 .0000 Value Code: Period of Performance: 7/i/os — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 24-JUN-05

(7^&£f£JJV£P ^“CONTINUATION* 01 PURCHASE CONTRACT: 101018 REVISION: 113 Page 71 of 133 rTEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0149 1 EA VHA**10**093 OSC PM&P FIND INITIAL AUTHORIZATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 S75784 SOW: PM&P/PIND SOW Rev: New

Item Reference: Definitized $100,000 included in item 0002 Item Unit Value: $100,000.0000 Value Code: Period of Performance: 6/28/05 — 10/31/05 Quantity Ordered Scheduled Delivery Date —

1 21-JUN-05 0150 1 EA VHA**10**093 ECU VOLTAGE TESTING HQOOOS-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Perform additional testing and gather test data in the current GMD silo

configuration with power supply voltage increases to 80V. Evaluate data and provide assessment of increased voltage. Tests will be performed at 40V, 50V, 60V, 70V and 80V.

Item Reference: Definitized $8,932 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 9/6/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 30-AUG-05

(7^_&£f£JAf£r “CONTINUATION* 07 PURCHASE CONTRACT: 101018 REVISION: 113Page 72 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0151 1 EA VHAP1H03*040 MRTF ? GSE FOR GTM 4 HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

575784

Item Note: Add to MRTF Task T3-18 for GTM-4: One (1) set of Vehicle support Chocks required for permanent storage of the vehicle. Chocks (1 set) — P/N 83344J00727 (2), 83344J00728 (1) and 83344J00729 (1) .

Item Reference: Undef initized $35,459 included in item 0078 Item Unit Value: $0.0000 Value Code: Period of Performance: 9/19/05 — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 12-SEP-05 0152 1 EA VHA**10**093

MRTF ? GSE FOR GTM 2, 3 & 5

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: GSEGTM235 SOW Rev: New

Item Reference: Undef initized $255,452 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 9/19/os — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 12-SEP-05 0153 1 LT VHA**10**093 LONG LEAD MATERIAL 4 OBVS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784

Item Note: This Line Item is superseded by Line Items 0158 through 0164 for the Boosters, BAMs and kits required for the four IFTs of CE2 Lot 2.

Item Reference: Line Item superseded Item Unit Value: $0.0000 Value Code: Period of Performance: 11/17/05 — 5/oi/oe Quantity Ordered Scheduled Delivery Date —

1 01-MAY-06

(T^JVajFJAff? ^“CONTINUATION*” PURCHASE CONTRACT: 101018 REV.SION: 113Page 73 of 133 rTEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0154 1 EA VHA**12**385 CRS-125 TEST EQUIPMENT REPAIR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: This test rack is used in the qualification and acceptance testing of the CR-125“s for both the OBVs and BV+“s. This requires the return of the test rack back to full up condition with repairs to the signal generator and power supply and replaces the printer.

Item Reference: Definitized $13,500 included in item 0154 Item Unit Value: $0.0000 Value Code: Period of Performance: 01/15/2006 — 02/15/2006 Quantity Ordered Scheduled Delivery Date —

1 10-OCT-05 0155 1 EA VHA**10**093 SHROUD TEST FOR 6 DOF HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Perform Shroud Test for 6 Degrees of Freedom Item Reference: Definitized $600,000 included in item 0002

Item Unit Value: $0.0000 Value Code: Period of Performance: io/5/os — 9/30/07 Quantity Ordered Scheduled Delivery Date —

1 28-SEP-05 0156 1 EA VHA**10**093

GTM ACCELERATION — REPLAN

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: obv Producti SOW Rev: 7/1/04 Item Reference: Definitized $2,449,423 included in item 0002 Item Unit Value: $2,449,423.0000 Value Code: Period of Performance: 7/3/2004 — 2/28/2005 Quantity Ordered Scheduled Delivery Date —

1 28-FEB-06

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 74 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0157 1 EA 1034-3100-004-VEO-3674 VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: FT2 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

130-MAR-06 0158 4 EA 1034-0100-003 VHA**10**093 OSC BOOSTER STACK HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Note: OBV34 thru OBV37 Item Reference: Undefinitized price included in item 0002 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 Ol-MAY-07 1 02-JUL-07 1 03-SEP-07 1 Ol-NOV-07

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113Page 75 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0159 0 EA 1034-3800-001 VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

575784

Item Reference: Undef initized price included in item 0002
Item Unit Value: $0.0000 Value Code: F

Quantity Ordered Scheduled Delivery Pate —

0 Ol-MAY-07 0160 2 EA 1034-0632-001 VHA**10**093 1034-0632-001 PAM ASSEMBLY INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV34 thru obvss Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1Ol-MAY-07 102-JUL-07 0161 0 EA 1034-0636-001 VHA**10**093 1034-0636-001 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000 Value Code: f

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 Ol-MAY-07

PURcoNTiNS°TN|ONACT purchase contract: 101018 revision: 113 Page 76 rt 133 fTEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0162 2 EA 1034-0637-001 VHA**10**093 1034-0637-001 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV34 thru OBV35 Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date

1 Ol-MAY-07 1 02-JUL-07

0163 0 EA 1034-0038-005 VHA**10**093

EMPLACEMENT COMPONENTS INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 Ol-MAY-07

PUncoNATNioNACT purchase contract: 101018 revision: 113 Page 77 Of 133 ITEM QUANTITY UM PART NUMBER PROJECT CON VENDOR PIN DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

| II TRUE MANUFACTURER |

0164 0 EA 1034-0534-002 VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 See Attachment A120 • - Quantity Ordered Scheduled Delivery Date —

0 Ol-MAY-07 0165 1 EA VHA**WO**001

CE2 LOT 2

HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $27,745,000.0000 $27,745,000.0000

675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: cost collection item for CE2 Lot 2 ldcs clin 0411 Item Unit Value: $197, 819,971. oooo Value Code: f Quantity Ordered Scheduled Delivery Date —

1 Ol-MAY-07

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113Page 78 of 133 FTEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I II TRUE MANUFACTURER |

0166 10 EA 1034-OSOO-001 VHA**WO**001 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV38 thru OBV47 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1Ol-JAN-08 103-MAR-08 1Ol-MAY-08 1Ol-JUL-08 1Ol-SEP-08 103-NOV-08 1Ol-JAN-09 102-MAR-09 101-MAY-09 1Ol-JUL-09 0167 0 EA 1034-3600-001 VHA**WO**001 AVIONICS ASSEMBLY HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Undef initized price included in item 0165
Item Unit Value: $0.0000 Value Code: F

Quantity Ordered Scheduled Delivery Date —

0 04-JAN-08

purchase contract: 101018 revision: 113 Page 79 Ofi33 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0168 10 EA 1034-OS32-001 VHA**WO**001 PAM ASSEMBLY INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV38 thru OBV47 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Dale —

1Ol-JAN-08 103-MAR-08 1Ol-MAY-08 1Ol-JUL-08 1Ol-SEP-08 103-NOV-08 1Ol-JAN-09 102-MAR-09 101-MAY-09 1Ol-JUL-09 0169 0 EA 1034-0634-002 VHA**WO**001 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Undef initized price included in item 0165
Item Unit Value: $0.0000 Value Code: f

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

0 10-JAN-08 07-JAN-08

PURCONTINUATN|ONACT PURCHASE CONTRACT: 101018 REVISION: 113Page 80 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I TRUE MANUFACTURER

0170 0 EA 1034-OS36-001 VHA**WO**001 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: f

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

007-JAN-08 0171 10 EA 1034-0637-001 VHA**WO**001 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: OBV38 thru OBV47 Item Reference: Undef initized price included in item 0165

Item Unit Value: $0.0000 Value Code: f

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 Ol-JAN-08 1 03-MAR-08 1 01-MAY-08 1 Ol-JUL-08 1 Ol-SEP-08 1 03-NOV-08 1 Ol-JAN-09 1 03-MAR-09 1 Ol-MAY-09 1 Ol-JUL-09

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113Page 81 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0172 0 EA 1034-OS38-001 VHA**WO**001 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

S75784

Item Reference: Undefinitized price included in item 0165
Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 03-JAN-08 0173 1 EA VHA**WO**001 PSE EQUIPMENT PROCUREMENT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: F

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 25-MAR-08 0174 1 EA 1034-0038-005 VHA**10**093

EMPLACEMENT COMPONENTS INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: FT2 Item Unit Value: $o .0000 Va|ue Code:

Ship This Item Only To: see Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 17-APR-06

PURCONTINUATIONACT PURCHASE CONTRACT: 101018 REVISION: 113 Page 82 ol 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I TRUE MANUFACTURER

0175 1 EA VHAP1H03*040 OBV-12 (LDC-7) CORK DAMAGE REPAIR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

575784 Item Note: Repair OBV12 (LDC7) per Nonconformance Record No. 00202102 Item Reference: Def initized price included in item 0078 Item Unit Value: $55,901.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 23-DEC-05 0176 1 EA 1034-0100-003 VHA**10**093

OSC BOOSTER STACK

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

Item Note: ft- 2 Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

1 03-APR-06 20-MAR-06 0177 3 EA 1034-9606-004 VHA**10**093

YOKE REDESIGN

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: see Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

2 17-APR-06 1 30-MAY-06 08-JUN-06

PURCHASE CONTRACT: 101018 I REVISION: 3 I Page 83 Of 133 UUNIINUA1KJN 3 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0178 3 EA 1034-9681-003 VHA**10**093 CARRIAGE ADAPTER HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: see Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date

1 17-APR-06 1 08-JUN-06 1 30-JUN-06

0179 12 EA 1034-9690-006 VHA**10**093

RACEWAY BRIDGE

HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

4 17-APR-06 4 08-JUN-06 4 30-JUN-06

PURCONTINSATONACT PURCHASE CONTRACT: 101018 REV.S.ON: 113Page 84 of 133 ITEM QUANTfTY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNFT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0180 15 EA 1034-9604-003 VHA**10**093 SHOULDER BOLTS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 S75784 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

417-APR-06 208-JUN-OS 825-SEP-07 230-JUN-06 0181 12 EA 1034-9604-004 VHA**10**093 SHOULDER BOLTS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Def initized price included in item 0002

Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

12 17-APR-06

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 85 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0182 0 EA 1034-0638-002 VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION KIT HQOOOS-01-C-OOOl/HQOOOS-Ol-C-OOOl DX-C9 $0.0000 $0.0000 675784 Item Note: OBV25, 26 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 17-APR-06 0183 2 EA 1034-0600-004 VHA**10**093 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: OBV25 thru 27 Item Reference: Definitized price included in item 0002

Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

2 17-APR-06

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113page 86 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/ PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0184 2 EA 1034-0538-002 VHA**EO**088 EMPLACEMENT COMPONENTS INSTALLATION KIT HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV21 thru 23 Item Reference: Def initized price included in item 0003 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Pate —

2 22-DEC-09 0185 2 EA 1034-0600-004 VHA**EO**088

OBV — VEHICLE ASSEMBLY

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV21 thru 23 Item Reference: Def initized price included in item 0003 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

2 17-APR-06

PURcCoHNTNuZ NACT purchase contract: 101018 | revision: 113 [ Page 87 0, 133 —

ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0186 1 EA 1034-0600-002 VHAP1H03*040 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: obviv Item Reference: Def initized price included in item 0078 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 17-APR-06 0187 4 EA 1034-0638-002 VHAP1H03*040

EMPLACEMENT COMPONENTS INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV17 thru 20 Item Reference: Def initized price included in item 0078 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

4 17-APR-06

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113Page 88 of 133 ITEM QUANTITY UNI PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0188 3 EA 1034-0600-004 VHAP1H03*040 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBVia thru 20 Item Reference: Def initized price included in item 0078 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

3 17-APR-06 0189 4 EA 1034-0600-001 VHA**WO**001

OBV - VEHICLE ASSEMBLY

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $O.COOO

675784 Item Note: OBV48 thru obvbi Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 03-AUG-09 1 Ol-SEP-09 1 Ol-OCT-09 1 03-NOV-09

purconsatn.onact purchase contract: 101018 revision: 113 Pa9e 89 0( 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0190 0 EA 1034-3600-001 VHA**WO**001 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undefinitized price included in item 0155 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: htsvl The Boeing Company P.O. Box 240002 499 Boeing Boulevard Huntsville , AL 35824 Quantity Ordered Scheduled Delivery Date —

0 03-AUG-09 0191 4 EA 1034-0532-001 VHA**WO**001

PAM ASSEMBLY INSTALLATION KIT

HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV48 thru obvbi Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

1 03-AUG-09 1 Ol-SEP-09 1 Ol-OCT-09 1 03-NOV-09

PURCONT1NUATIONACT PURCHASE CONTRACT: 101018 REVISION: 113Page 90 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0192 0 EA 1034-0634-002 VHA**WO**001 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 03-AUG-09 0193 0 EA 1034-0636-001 VHA**WO**001

ORDNANCE CLOSEOUT INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 03-AUG-09

PURCOIN5ATN|ONACT PURCHASE CONTRACT: 101018 REVISION: 113Page 91 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0194 4 EA 1034-0637-001 VHA**WO**001 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Note: OBV48 thru obvbi Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

103-AUG-09 1Ol-SEP-09 1Ol-OCT-09 103-NOV-09 0195 0 EA 1034-0638-001 VHA**WO**001 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 03-AUG-09

pur^econtract purchase contract: loioia revision: 113 Pafle 92 0, 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORFTY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0196 0 EA 1034-0634-003 VHA**EO**088 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in item 0003 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment Aiao See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 19-MAY-06 0 14-JUL-06 0197 4 EA 1034-0634-003 VHAP1H03*040

SHROUD INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: obv 17-20 Item Reference: Def initized price included in item 0078 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date Original Delivery Date —— —

1 16-JUN-06 01-JUN-OS

1 14-JUL-06 1 ll-AUG-06 1 08-SEP-06

PURCOI1TINUATIONACT PURCHASE CONTRACT: 101018 REVISION: 113 page 93 of 133 ITEM QUANTITY KM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I || TRUE MANUFACTURER |

0198 0 EA 1034-0600-004 VHAC3PO**002 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 30-AUG-07 0199 1 EA 1034-3600-001 VHAC3PO**002

AVIONICS ASSEMBLY

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV33 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 17-NOV-06 0200 5 EA 1034-0632-001 VHAC3PO**002

PAM ASSEMBLY INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: obv 28-32 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

5 22-DEC-09

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113Page 94 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0201 0 EA 1034-0634-002 VHAC3PO**002 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 S75784 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 17-NOV-06 0202 0 EA 1034-0636-001 VHAC3PO**002

ORDNANCE CLOSEOUT INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

0 17-NOV-06

PURco iNuTNiONACT purchase contract: 101018 revis.on: 113 Page 95 0, 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0203 6 EA 1034-OS37-001 VHAC3PO**002 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV 28 — 33. OBV29 and OBV33 Shroud Kits are to be shipped in place for missile field upgrade Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

6 22-DEC-09 0204 4 EA 1034-0638-002 VHAC3PO**002

EMPLACEMENT COMPONENTS INSTALLATION KIT

HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: obv 28, 30,31, 32 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 See Attachment A120

Quantity Ordered Scheduled Delivery Date —

4 22-DEC-09

PURcoNSTNONACT purchase contract: 101018 revision: 113 Page 96 0, 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0205 1 LT VHA**10**093

OSC RAYON NOZZLE QUAL TESTING

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized $4,438,947 included in Item 0002 Item Unit Value: $4,438,947.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 02-OCT-06 0206 1 EA 1034-0100-005 VHA**10**093

OSC BOOSTER STACK

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: obv 4 Item Reference: Def initized Price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 ll-MAY-06 0207 1 EA 1034-0086-002 VHA**10**093

ORDNANCE CLOSEOUT INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: obv 4 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 10-MAY-06

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113Page 97 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0208 2 EA 1034-0084-004 VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

575784 Item Note: obv 4, obv 5 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Pate — 2 10-MAY-06 0209 1 EA 1034-0037-003 VHA**10**093

TPS CLOSEOUT INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

1 10-MAY-06

PURrnMT,wMAT,nNACT’ PURCHASE CONTRACT: 101018 I REVISION: ~3 I Page 98 of 133 IL^-*"— UUNIINUAIIUN 3 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0210 1 EA 1034-0082-004 VHA**10**093 PAM ASSEMBLY INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: obv 5 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

110-MAY-06 0211 0 EA 1034-0634-002 VHA**10**093 SHROUD INSTALLATION KIT HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

0 18-SEP-OS

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113Page 99 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0212 0 EA 1034-0800-002 VHA**10**093 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675748 Item Note: ft -3 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Pate — 0 24-JUL-06 0213 0 EA 1034-0085-002 VHA**10**093

ORDNANCE CLOSEOUT INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Note: ft- 3 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

0 24-AUG-06

PURMTnMACT PURCHASE CONTRACT: 101018 REVISION: 113 I page 100 of 133 lUN HNUAI KJN ^ ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

IIITRUE MANUFACTURER

0214 0 EA 1034-0084-004 VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: ft- 3 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

024-AUG-06 0215 0 EA 1034-0037-003 VHA**10**093 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

0 24-AUG-06

PUR™NTiNUANACT purchase contract: iqiois revision: 113 Page 101 Of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I [I TRUE MANUFACTURER |

0216 0 EA 1034-0082-004 VHA**10**093 PAN ASSEMBLY INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

024-AUG-06 0217 0 EA 1034-0038-004 VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

0 24-AUG-06 0218 1 EA 1034-3800-001 VHA**10**093

BOOSTER AVIONICS MODULE (BAM)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: ft- 3 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 24-AUG-06

CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113Page 102 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

IIITRUE MANUFACTURER

0219 2 EA VHA**10**093 1034-9291-002 CABLE ASSY, W9291 SIGI INJECTION HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S757B4 Item Note: QA clause Q073 is not applicable to this item and is deleted Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

2 31-JUL-OS 0220 2 EA VHA**10**093 1034-9031-003 CONSOLE ASSEMBLY NAVIGATOR SIMULATOR

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: QA clause Q073 is not applicable to this item and is deleted Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

2 24-MAY-06 0221 1 EA 1034-0086-003 VHA**10**093

ORDNANCE CLOSEOUT INSTALLATION KIT

HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

€ 75784 Item Note: obv- 5 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 22-JUN-06

PURCOIINSATIONACT PURCHASE CONTRACT: 101018 REVISION: 113Page 103 of 133 ITEM QUANTITY DM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0222 1 EA VHAC3PO**002 PROGRAM REALIGNMENT — ECP 265 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Note: Schedule impact (stretch) to CE2 Lot 1 caused by ECP 255/271/282 Realignment Item Reference: Undefinitized $3,978,727 included in item 0103 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 24-DEC-08 0223 1 EA 1034-3600-003 VHA**EO**088

AVIONICS ASSEMBLY

HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV21 & OBV22 Item Reference: Definitized price included in item 0003 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled — Date —

1 10-AUG-06

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 113 Page 104 _of 133 UM PART NUMBER QUANTITY VENDOR P/N CUSTOMER / PRIME CONTRACT NUMBER TRUE MANUFACTURER DESCRIPTION PRIORITY RATING FUNDED UNIT PRICE PROJECT CCN FUNDED EXTENDED PRICE 0224 1 EA 1034-0600-004-VEO-3977 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 67S784 Item Note: OBV24 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 $0.0000 VHA**10**093 $0.0000 Quantity Ordered Scheduled Delivery Date 1 10-AUG-06 0225 1 EA 1034-9606-004 VHA**10**093 HQ0006-01-C-0001/HQOOOS-01-C-0001 675784 YOKE REDESIGN DX-C9 $0.0000 $0.0000 ~S.CONTItem Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date — 1 10-AUG-06

^PUR coNTiNUT ^N ON ^ACT purchase contract: 101018 revision: 113 _Page 105 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0226 1 EA VHA**10**093 OBJECTIVE CREDIT PROPOSAL HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized -$21,435,472 included in item 0002 Item Unit Value: -$21,435,472.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 10-AUG-06 0227 1 EA VHA**10**093 IFT 13C PATHFINDER HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized $119, 639. included in item 0002

Item Unit Value: $119,639.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date

—

1 Ol-DEC-06 0228 1 EA VHA**10**093 GTM TESTING AT GDIL HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized $114,204 included in item 0002 Item Unit Value: $114,204.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 Ol-DEC-06

(T^&tTffJVI?’ ^“CONTINUATION* ⁰⁷ PURCHASE CONTRACT: 101018 REVISION: 113 _Page 106 _of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0229 1 EA VHA**10**093 10 MB HARDLINE TELEMETRY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 575784 Item Reference: Defitized $377,666 included in item 0002 Item Unit Value: $377,666.0000 Value Code: Ship This Item Only To: see Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 Ol-DEC-06 0230 1 EA VHA**10**093

PM&P PHASE 1

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $1,307,924 included in item 0002 Item Unit Value: $1,307,924.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 Ol-DEC-06 0231 1 EA VHA**10**093 HERITAGE CLASS 3 ACTION ITEMS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Definitized $228,755 included in item 0002 Item Unit Value: $228,755.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 Ol-DEC-06

(7^_i5F£HFJArff* ^PUR COI^INUATION ^ACT PURCHASE CONTRACT: 101018 REVISION: 113 _Page 107 _o f 133 ITEM QUANTfTY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I TRUE MANUFACTURER

0232 1 EA 1034-0037-003 VHA**10**093 TPS CLOSEOUT INSTALLATION KIT HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 item Note: obvs Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 14-AUG-06 0233 1 EA 1034-3800-003 VHA**10**093

BOOSTER AVIONICS MODULE (BAM)

HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: GTM3/OBV27 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 18-SEP-06

(7^_£f£fJEJfAr£f ^"^CONTINUATION* ⁰¹ PURCHASE CONTRACT: 101018 REVISION: 113 _Page 108 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN ^ VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0234 1 EA 1034-0835-001 VHA**10**093 ORDNANCE CLOSEOUT INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV23/FT3 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 Ol-DEC-06 0235 1 EA 1034-0834-001 VHA**10**093

SHROUD INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV23/FT3 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 Ol-DEC-06

(T^jyU^IJV/y ^PUR coi^iNSAT^ON ^ACT purchase contract: 101018 revision: 113 _Page 109 _O f 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0236 1 EA VHA**10**093

SILO OPERATIONS (MISSILE FIELD 1 TO 3)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.OOC

675784 Item Reference: Definitized $125,745 included in item 0002 Item Unit Value: $125,746.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 18-SEP-OS 0237 1 EA VHA**10**093

INSENSITIVE MUNITIONS TESTS — ECP275

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $O.OOC

S75784 Item Reference: Definitized $152,621 included in item 0002 Item Unit Value: $152,621.0000 Value Code: Ship This Item Only To: see Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 18-SEP-OS

(rt£r0£fJV£7 ‘^coNT^S^ON^ purchase contr act: 101018 revision, 113 _Page no ₀₎ 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

[I TRUE MANUFACTURER

0238 1 EA 1034-0800-001 VHA**10**093 OBV — VEHICLE ASSEMBLY HQOOOS-01-C-0001/HQOOOe-01-C-0001DX-C9 $0.0000 $0.0000 615784 Item Note: FT3/OBV23 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06 0239 1 EA 1034-0800-001-VEO-6578 VHA**10**093

OBV — VEHICLE ASSEMBLY (W/ INERT MOTORS)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

575784 Item Note: OBV27 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06

YftBtJffJVl? ^PUR CONT,NSAT ^N ,0 ^R N ^ACT PURCHASE CONTRACT: 101018 REVISION: 113 _Page 111 _o( 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

II TRUE MANUFACTURER

0240 1 EA 1034-3600-004 VHA**10**093 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV24 Item Reference: Def initized price included in item 0003 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 29-SEP-OS 0241 1 EA 1034-3SOO-004 VHA**EO**088

AVIONICS ASSEMBLY

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV22 Item Reference: Def initized price included in item 0003 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date —

1 29-SEP-06 0242 1 EA 1034-0600-004-VEO-4876 VHAC3PO**002

OBV — VEHICLE ASSEMBLY (W/INERT MOTORS)

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: GTM4/OBV29 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled — Date —

1 29-SEP-06

(T^/fiJfJ/Vtf’ ^“CONTINUATION* ⁰¹ PURCHASE CONTRACT: 101018 REVISION: 113 _Page 112 _o f 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0243 2 EA 1034-0834-001 VHA**10**093 SHROUD INSTALLATION KIT HQOOOe-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: FT4 (OBV26) and GTM3 (OBV27)
Item Reference: Def initized price included in item 0002

Item Unit Value: $0.0000 Value Code: *

Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

2 29-SEP-06 0244 1 EA VHA**10**093 FLIGHT TERMINATION SYSTEMS CHANGE ECP 321 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: sowfreq SOW Rev:

Item Reference: Definitized $25S,009 included in item 0002 Item Unit Value: $255,009.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 28-FEB-07 0245 1 EA VHA**10**093 DGT QUALIFICATION TESTING HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

SOW: n/a SOW Rev: Item Reference: Definitized $1,073, 856 included in item 0002 Item Unit Value: $1,073,356.0000 Value Code: Quantity Ordered Scheduled — Date —

1 29-SEP-06

(A_&a£fAfl?’ ^PUR CONTINSAT ^N ON ^ACT PURCHASE CONTRACT: 101018 REVISION: 113 _Page 113 _o , 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0246 1 EA VHA**10**093 GBI REFURBISHMENT ECP 313 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784
SOW: sowgbir SOW Rev:

Item Reference: Undefinitized $4,435,500 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: s/ie/os thru 2/28/07 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 28-FEB-07 0247 1 EA 1034-0832-001 VHA**EO**088

PAM ASSEMBLY INSTALLATION

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV23 (FT3) Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 02-OCT-06

(T^jmfJAfiy ^PUR COI^IN5AT ^N .ON ^ACT PURCHASE CONTRACT: 101018 REViSION: 113 _Page 114 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0248 1 EA VHA**10**093 PROPOSAL PREP FOR ECP 271: CY 2008

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Reference: Undefinitized $1,506,200 included in item 0002 Item Unit Value: $o . oooo Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 24-OCT-06 0249 1 EA VHA**10**093 CR-125 QUALIFICATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized $911,501 included in item 0002

Item Unit Value: $911,501.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled

—

Date

—

1 24-OCT-06

(T^&tfffJVtr"- ^PUR CONTINUAT10N ^ACT PURCHASE CONTRACT: 101018 REVISION: 113 _Page 115 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0250 5 EA 1034-0837-001 VHA**10**093 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV23, 25, 26, 35, 36 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 17-OCT-06 1 14-MAR-07 1 17-MAY-07 1 24-AUG-07 1 24-SEP-07 0251 5 EA 1034-0838-001 VHA**10**093

EMPLACEMENT COMPONENTS INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

5 22-DEC-09

(AjSnyjEf^£f ^PUR CONT ^E _N SAT ^N .ON ^ACT PURCHASE CONTRACT: 101018 REVISION: 113 _Page 116 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0252 4 EA 1034-0832-001 VHA**10**093 PAM ASSEMBLY INSTALLATION HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV2S, 26, 35, 36 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

4 22-DEC-09 0253 1 EA 1034-0634-004 VHA**EO**088

SHROUD INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV22 Item Reference: Def initized price included in item 0003 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Pate — 1 22-DEC-09

(Aj&lJjEJA/iF ^PUR coN™SmoN ^ACT purchase contract: 101018 revision: 113 _Page 117 _of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0254 3 EA 1034-0834-001 VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV25, 35, 36 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date

1 19-MAR-07 1 09-NOV-07 1 08-AUG-08

0255 3 EA 1034-0634-004 VHA**10**093

SHROUD INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV24, 34, 37 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 15-NOV-06 1 Ol-OCT-07 1

(7^£f£f£JAf£f’’ ^PUR COWTINUATION ^ACT PURCHASE CONTRACT: 101018 REVISION: 113 _Page 118 of 133 ITEM QUANTITY DM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0256 6 EA 1034-OS34-004 VHAC3PO**002 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV28 thru 33 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: see Attachment A120 Quantity Ordered Scheduled — Date —

6 22-DEC-09

(T^jyffjeJA/lf ^PUR COmNUATION ^ACT PURCHASE CONTRACT: 101018 REVISION: 113 _Page 119 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDORP/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I TRUE MANUFACTURER

0257 14 EA 1034-0634-004 VHA**WO**001 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Note: OBV38 thru 51 Item Reference: Undefinitized price included in item 01S5 Item Unit Value: $0.0000 ValueCode: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 15-OCT-08 1 12-NOV-08 1 09-DEC-08 1 15-JAN-09 1 13-FEB-09 1 16-MAR-09 1 15-APR-09 1 14-MAY-09 1 15-JUN-09 1 15-JUL-09 1 14-AUG-09 1 15-SEP-09 1 15-OCT-09 1

(7^_iSr£fJEfA/’£f ^“CONTINUATION* ⁰¹ PURCHASE CONTRACT: 101018 REVISION: 113 _Page 120 _o , 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0258 2 EA 1034-0636-002 VHA**10**093

ORDNANCE KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 S75784 Item Note: OBV34, 37 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 Ol-OCT-07 1 Ol-JUN-09 0259 4 EA 1034-0836-001 VHA**10**093

ORDNANCE CLOSEOUT INSTALLATION

HQC006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Note: OBV25, 26, 35, 36 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled — Date —

4 22-DEC-09

(T^jBTirfJJV*? ^ON™^™* ⁰⁷ purchase contract: 101018 revision: ~ ₃ _Pag6 121 _O f 133 ITEM QUANTITY DM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I TRUE MANUFACTURER

0260 2 EA 1034-063S-002 VHA**EO**088

ORDNANCE KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV21, 22 Item Reference: Def initized price included in item 0003 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

2 22-DEC-09 0261 5 EA 1034-0636-002 VHAC3PO**002

ORDNANCE KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV28 thru 32 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled — Date —

5 22-DEC-09

(T^&H&JJVIr ^“CONTINUATION* ⁰⁷ PURCHASE CONTRACT: 101018 j REVISION: 113Page 122 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNfT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0262 14 EA 1034-0636-002 VHA**WO**001

ORDNANCE KIT

HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV38 thru 51 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 15-OCT-08 1 13-NOV-08 1 10-DEC-08 1 15-JAN-09 1 13-FEB-09 1 16-MAR-09 1 15-APR-09 1 14-MAY-09 1 15-JUN-09 1 15-JUL-09 1 14-AUG-09 1 15-SEP-09 1 15-OCT-09 1 12-NOV-09 0263 4 EA VHA**10**093 83364J00038-001 CHOCKS — PART NUMBER IDENTIFICATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled

—

Date

—

4 28-FEB-07

(/^arOrfJ/Viy ^PUR coNT.NSAT ^N .ON ^ACT purchase contract: 101018 revision: 113 _Page 123 _O f 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0264 1 EA VHA**10**093 83364JOOOV3-001 CHOCKS — PART NUMBER IDENTIFICATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 S75784 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 28-FEB-07 0265 1 EA VHA**10**093

INSENSITIVE MUNITIONS TESTS-ECP275

HQ0006-01-C-0001/HQOOOe-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: IMP2 SOW Rev: 10/31/06

Item Reference: Definitized $484,578 included in item 0002 Item Unit Value: $484,578.0000 Value Code: Period of Performance: 10/31/2006 — 1/31/2007 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 31-JAN-07 0266 4 EA 1034-9581-003 VHA**10**093 CARRIAGE ADAPTER HQ0006-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Undef initized price included in item 0002

Item Unit Value: $0.0000 _Va i _ue _Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date

—

4 22-DEC-09

(fttra&JVIf* ^PUR _C ^C ONT ^S ,NS^ON ^ACT purchase contract: 101018 revis.on : 113 _Pag e 124 _O f 133 ITEM QUANTFTY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0267 4 EA 1034-9S06-004 VHA**10**093

YOKE REDESIGN

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

422-DEC-09 0268 16 EA 1034-9690-006 VHA**10**093 RACEWAY BRIDGE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Undef initized price included in item 0002

Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date

—

1622-DEC-09 0269 8 EA 1034-9604-003 VHA**10**093 SHOULDER BOLTS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

8 22-DEC-09

VT^ilMIfJA/lr ^“CONTINUATION* ⁰¹ PURCHASE CONTRACT: 101018 REVISION: 113Page 125 _o ( 133 FTEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

II TRUE MANUFACTURER

0270 10 EA VHA**WO**001 1034-9681-003 CARRIAGE ADAPTOR

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

10 20-NOV-09 0271 10 EA VHA**WO**001 1034-9606-004 YOKE

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled — Date —

10 20-NOV-09

(7^jlRlMr/’Af£r’ ^“CONTINUATION* ⁰⁷ PURCHASE CONTRACT: 101018 REVISION: 113Page 126 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0272 40 EA VHA**WO**001 1034-9690-006 RACEWAY BRIDGES

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 FREE FORM SOW BURN Rev 00

Quantity Ordered Scheduled Delivery Date —

40 20-NOV-09 0273 20 EA VHA**WO**001 1034-9604-003 SHOULDER BOLTS

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

20 20-NOV-09

(/^JEnrJEJAMf ^pur con™sat ⁿ ,on ^act purchase contract: 101018 revis.on: 113 _Page 127 _O f 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0274 5 EA 1034-3800-002 VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9 $0.0000 $0.0000 S75784 Item Note: FT3 , FT4, FT5, FT6 and FT8 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 30-JAN-07 1 26-APR-07 1 26-JUL-07 1 17-OCT-07 1 04-AUG-08 0275 2 EA 1034-3500-006 VHA**10**093

BOOSTER AVIONICS MODULE

HQOOOS-01-C-0001/HQOOOS-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: LDC22, LDC23 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Pate — 1 16-MAY-07 1

(ftiSraJE’JA/t? ^PUR ^ECONTRACT I PURCHASE CONTRACT: 101018 I REVISION: ~3 _Page 128 _o , 133 if_Jfci vUN IINUAIIUN ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0276 10 EA 1034-3600-006 VHA**WO**001 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S75784 Item Note: LDC24, LDC31-39 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 25-JUN-07 1 28-OCT-08 1 Ol-DEC-08 1 09-JAN-09 1 10-FEB-09 1 12-MAR-09 1 09-APR-09 1 07-MAY-09 1 05-JUN-09 1 06-JUL-09 0277 4 EA 1034-3600-006 VHA**WO**001

BOOSTER AVIONICS MODULE

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

S757S4 Item Note: LDC40-43 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 03-AUG-09 1 Ol-SEP-09 1 29-SEP-09 1 27-OCT-09

(ftjB£rjFJ/VI7 ^oS™™ ⁰⁷ PURCHASE CONTRACT: 101018 REVISION: 113 _Page 129 _o , 133 PTEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0278 3 EA 1034-3600-006 VHAC3PO**002 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: LDC20, 21, GTM4 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 Ol-MAR-07 1 02-APR-07 1 02-MAY-07 0279 14 EA 1034-OS38-002 VHA**WO**001

EMPLACEMENT COMPONENTS INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: LDC24, 31-39, 40-43 Item Reference: Undef initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

10 10-DEC-09 4 ll-DEC-09

(T^&IHFJJVIF’ ^PUR rn^,MufT ^N ,nN ^ACT I PURCHASE CONTRACT: 101018 I REVISION: ~3 I Page 130 _O f 133 ll^_^™ OUN FINUAI lUri ^w ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

I II TRUE MANUFACTURER

0280 2 EA 1034-0638-002 VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

£75784 Item Note: ldc 22, 23 Item Reference: Undefinitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: see Attachment A120 Quantity Ordered Scheduled Delivery Date —

2 10-DEC-07 0281 1 EA 1034-0634-004 VHA**EO**088

SHROUD INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: OBV21 Item Reference: Definitized price included in item 0003 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled — Date —

1 10-DEC-07

(T^jISr&JEWVl?’ ^PUR co^iN5°T ^N ON ^ACT purchase contract: 101018 revision: 113 _Page 131 _O f 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0282 1 EA VHA**10**093

EARLY USE OF RAYON NOZZLES FOR LDC 18-20

HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: sow burn SOW Rev: 11/29/06

Item Reference: Undef initized $750,000 included item item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 30-JAN-07 0283 1 EA VHA**10**093 OBV STAGE 1 NOZZLES QTY 15 PROCUREMENT OF RAYON MAT. & LL TO REFURD SI NOZZLE

HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 SOW: llmisn SOW Rev: 12/13/06

Item Reference: Undef initized $5,400,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 30-JAN-07

(ft_Bl7£JJVl7 ^PUR CONTIN5AT ^N ON ^ACT PURCHASE CONTRACT: 101018 REVISION: 113Rage 132 ol 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0284 1 EA 1034-3600-006-VEO-12545 VHA**HO**040 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9 $0.0000 $0.0000 675784 Item Note: ldcis Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date —

1 06-FEB-07 0285 1 EA 1034-3600-002-VEO-11998 VHA**HO**040

BOOSTER AVIONICS MODULE

HQOOOS-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784 Item Note: LDC19 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled — Date —

1 12-FEB-07

(7^&0JEUV£?’ ^PUR CO^INUAT ^N ON ^ACT PURCHASE CONTRACT: 101018 REVISION: 113Page 133 of 133 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0286 5 EA 1034-0600-005 VHAC3PO**002 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: LDC18-21 & Static Fire (OBV33) Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 Ol-MAR-07 1 21-MAR-07 1 02-MAY-07 1 18-MAY-07 1 22-DEC-09

Exhibit 10.29

ORBITAL SCIENCES CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN

STOCK UNIT AGREEMENT


Grant Date:

Name of Grantee:

Number of Stock Units Covered by Grant:

Vesting Schedule:


		Vesting Date		Vesting Percentage

Attachment This is not a stock certificate or a negotiable instrument.

ORBITAL SCIENCES CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN

STOCK UNIT AGREEMENT

The capitalized terms below shall have the meanings assigned to them in the Plan, unless otherwise defined in this Agreement.


Stock Unit Transferability		This grant is an award of Stock Units in the number of units set forth on the cover sheet, subject to the vesting conditions described below. Your Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process.

Vesting		Your Stock Unit grant shall vest according to the schedule set forth on the cover sheet; provided, that, you are an employee or director of the Company on the relevant vesting dates. If your employment or directorship (“Service”) is terminated other than by reason of death or Total Disability, you will forfeit any Stock Units in which you have not yet become vested. If you die or incur a Total Disability prior to any of the relevant vesting dates, then your interest in the Stock Units will become 100% vested upon the date of such event (the “Accelerated Vesting Date”).

Delivery of Stock Pursuant to Stock Units		The shares of Stock represented by this Agreement shall be delivered to you, or to your eligible beneficiary or your estate on the vesting dates set forth on the cover sheet (the “Vesting Dates”) or on the Accelerated Vesting Date, as applicable; provided , that , if your Service is terminated other than by reason of death, Total Disability or Cause prior to any of the Vesting Dates, you will instead be delivered the vested portion of the shares of Stock represented by this Agreement. If the Board determines that you engaged in conduct that would constitute Cause, then you shall forfeit of all of your Stock Units.

Retention Rights		This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity.

Stockholder Rights		You do not have any of the rights of a stockholder with respect to the Stock Units unless and until the Stock relating to the Stock Units has been delivered to you. You will, however, be entitled to receive, upon the Company’s payment of a cash dividend on outstanding Stock, a cash payment for each Stock Unit that you hold as of the record date for such dividend equal to the per-share dividend paid on the Stock.

Adjustments		In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan.

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

Consent to Electronic Delivery		The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact the Legal Department to request paper copies of these documents.

The Plan		The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. The Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Exhibit 10.32

Non-Employee Director Compensation Program

The following is a summary of the compensation arrangements for Orbital’s non-employee directors effective January 1, 2007:

Annual Retainers and Meeting Fees:

	–		Annual retainer of $30,000

	–		Annual retainer of $5,000 for the chairperson of each standing committee

	–		Annual retainer of $1,000 for each non-chair member of each standing committee

	–		Annual retainer of $10,000 for the lead independent director

	–		$1,000 for each Board meeting attended in person in excess of five meetings per year

	–		$500 for each Board meeting held telephonically

	–		$1,000 for each committee meeting attended in person

	–		$500 for each committee meeting held telephonically

Annual Stock Unit Grant:

–

Each non-employee director receives an automatic annual grant of stock units under Orbital’s 1997 Stock Option and Incentive Plan having a dollar value of $40,000 based on the closing price of Orbital’s common stock on the grant date. The grant date shall be the second business day of the calendar year (“Annual Grant Date”), or if the non-employee director is first elected to the Board of Directors after the Annual Grant Date, then the date of such non-employee director’s election. The stock units granted will vest in their entirety one year from the Annual Grant Date.

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


		Years Ended December 31,
		2006		2005		2004		2003			2002
Earnings—
Pre-tax income from continuing operations		$	59,033	$	45,287	$	43,272	$	19,579		$	13,786
Add:	Allocated (gains) losses of equity investees		—		—		—		(40,586	)		—
	Fixed charges		27,374		16,649		18,449		62,324			22,824
	Amortization of capitalized interest		48		48		180		180			182
Less:	Interest capitalized		—		—		—		—			—

Earnings		$	86,455	$	61,984	$	61,901	$	41,497		$	36,792


Fixed Charges—
	Interest costs	$	12,272	$	11,746	$	11,386	$	18,683		$	17,450
	Debt extinguishment expense		10,388		—		2,099		38,836			—
	Portion of rental expense representative of interest factor		4,714		4,903		4,964		4,805			5,374

Fixed Charges		$	27,374	$	16,649	$	18,449	$	62,324		$	22,824


Ratio of Earnings to Fixed Charges			3.2		3.7		3.4		0.7			1.6

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-88260, 333-88258, 333-62277, 333-64517, 333-53585, 333-69887, 333-69885, 333-27999, 333-59470, 333-59474, 333-105341 and 333-124807) of Orbital Sciences Corporation of our report dated February 28, 2007, relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
McLean, Virginia
February 28, 2007

Exhibit 31.1

CERTIFICATION

I, David W. Thompson, Chairman and Chief Executive Officer, certify that:

I have reviewed this annual report on Form 10-K of Orbital Sciences Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

	(a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 1, 2007



	/s/ David W. Thompson
	David W. Thompson
	Chairman and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Garrett E. Pierce, Vice Chairman and Chief Financial Officer, certify that:

I have reviewed this annual report on Form 10-K of Orbital Sciences Corporation;

	(a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 1, 2007



	/s/ Garrett E. Pierce
	Garrett E. Pierce
	Vice Chairman and Chief Financial Officer

Exhibit 32.1

Written Statement of Chairman and Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chairman and Chief Executive Officer of Orbital Sciences Corporation (the “Company”), hereby certifies that, to his knowledge, on the date hereof:

	(a)		the Annual Report on Form 10-K of the Company for the Year Ended December 31, 2006 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(b)		information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ David W. Thompson
	David W. Thompson
	Chairman and Chief Executive Officer
	March 1, 2007

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Written Statement of Vice Chairman and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Vice Chairman and Chief Financial Officer of Orbital Sciences Corporation (the “Company”), hereby certifies that, to his knowledge, on the date hereof:

	(a)		the Annual Report on Form 10-K of the Company for the Year Ended December 31, 2006 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(b)		information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ Garrett E. Pierce
	Garrett E. Pierce
	Vice Chairman and Chief Financial Officer
	March 1, 2007


	do not include 1,141,723 shares subject to outstanding restricted stock and restricted stock unit awards.

(2)	As permitted by the then applicable rules of the NYSE, in 1999, 2000, 2001 and 2002, we amended the 1997 Option Plan to increase the number of securities available for issuance under that plan by 1,800,000, 1,800,000, 1,800,000 and 2,000,000 shares, respectively, without seeking the approval of our stockholders. The 1997 Option Plan provides for awards of incentive or non-qualified stock options and shares of restricted stock and stock units to employees, directors, consultants and advisers of the company and its subsidiaries without giving effect to any exercises or cancellations. Under the terms of the 1997 Option Plan, options may not be issued at less than 100% of the fair market value of the company’s common stock on the date of grant. Options expire no more than 10 years following the grant date.