11-K 1 w10398e11vk.htm FORM 11-K e11vk
 

 
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Annual Report on

FORM 11-K

For the year ended December 31, 2004

Commission file number 0-18287

 

ORBITAL SCIENCES CORPORATION

(Exact name of registrant as specified in charter)
     
Delaware   06-1209561
(State of Incorporation of Registrant)   (I.R.S. Employer I.D. No.)

21839 Atlantic Boulevard
Dulles, Virginia 20166

(Address of principal executive offices)

(703) 406-5000
(Registrant’s telephone number)

DEFERRED SALARY AND PROFIT SHARING PLAN FOR EMPLOYEES OF
ORBITAL SCIENCES CORPORATION


(Full Title of the Plans)
 
 

 


 

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of the
     Deferred Salary and Profit Sharing Plan for
     Employees of Orbital Sciences Corporation

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation (the “Plan”) at December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements 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 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.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP

McLean, Virginia
June 17, 2005

 


 

DEFERRED SALARY AND PROFIT SHARING PLAN
FOR EMPLOYEES OF
ORBITAL SCIENCES CORPORATION

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                 
    December 31,  
    2004     2003  
Investments, at fair value
  $ 231,321,780     $ 207,280,070  
Participant contributions receivable
    512,904        
Company contributions receivable
    3,299,916       1,474,590  
 
           
Net assets available for benefits
  $ 235,134,600     $ 208,754,660  
 
           

See accompanying notes to financial statements.

 


 

DEFERRED SALARY AND PROFIT SHARING PLAN
FOR EMPLOYEES OF
ORBITAL SCIENCES CORPORATION

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

         
    For the Year Ended  
    December 31, 2004  
Additions to net assets attributable to:
       
Investment income:
       
Net appreciation in fair value of investments
  $ 11,436,979  
Interest on investment contracts
    1,732,315  
Interest on participant loans
    207,494  
 
     
Net investment income
    13,376,788  
 
     
Contributions:
       
Participant
    16,000,467  
Company
    8,045,807  
 
     
Total contributions
    24,046,274  
 
     
Total additions
    37,423,062  
 
     
Deductions from net assets attributable to:
       
Benefits paid to participants
    10,991,358  
Administrative expenses
    51,764  
 
     
Total deductions
    11,043,122  
 
     
Net increase
    26,379,940  
Net assets available for benefits, beginning of year
    208,754,660  
 
     
Net assets available for benefits, end of year
  $ 235,134,600  
 
     

See accompanying notes to financial statements.

 


 

DEFERRED SALARY AND PROFIT SHARING PLAN FOR EMPLOYEES OF
ORBITAL SCIENCES CORPORATION
NOTES TO FINANCIAL STATEMENTS

(1)     Description of Plan

The following description of the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation (the “Plan”) provides only general information required for financial statement purposes. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a voluntary defined contribution plan that is intended to constitute a tax-qualified profit sharing plan under Section 401(a) of the Internal Revenue Code (the “Code”). All U.S domestic employees of Orbital Sciences Corporation (“Orbital” or the “company”) who are scheduled to work 1,000 hours during a 12-consecutive month period, or are not so scheduled but in fact complete a year of service for participation (“Plan Year”), and have attained the age of 21, are eligible to participate in the Plan. The Plan is subject to the provisions of the Employment Retirement Income Security Act of 1974 (“ERISA”). The Plan is administered by the company, and since April 1, 2004, Prudential Bank and Trust, FSB (“Prudential”), a wholly owned subsidiary of Prudential Financial, Inc., has served as the Plan trustee. Previously, CIGNA Retirement & Investment Services (“CIGNA”) served as the Plan trustee. Effective April 1, 2004, Prudential Financial, Inc. acquired CIGNA’s operations.

Contributions

Participants may contribute up to 15% of their total eligible compensation on a pre-tax basis, subject to certain annual limitations under the Plan and the Code. Participants are also permitted to make contributions to the Plan on an after-tax basis up to 19%, including pre-tax contributions, of total eligible compensation.

The company makes discretionary matching and profit-sharing contributions. The company’s discretionary matching contribution is based on the amount and rate of salary-deferral contributions. Company discretionary matching contributions are made quarterly. In 2004, the company matched 100% of each dollar of participant contributions up to 4% of the participant’s compensation.

Each year the company decides the amount, if any, of its profit-sharing contribution. The profit-sharing contribution is calculated as a percentage of participant compensation. A participant must be an active employee of the company on the last day of a calendar year to be eligible for a profit-sharing contribution. The company made a cash profit-sharing contribution of approximately $1,646,000 for 2004.

Participants direct the investment of their contributions and company contributions made in cash into various investment options offered by the Plan. The Plan currently offers 16 pooled separate accounts, a mutual fund, an investment contract with guaranteed rate of return and Orbital common stock.

The Plan also allows participants to make rollover contributions from other tax qualified plans. Rollover contributions are included in the accompanying financial statements as a component of participant contributions.

 


 

Participants’ Accounts

A separate account is maintained for each investment option of a participant by type of contribution. Each participant’s account is credited with the participant’s contributions, transfers, rollovers, company contributions and Plan earnings/losses, and is charged with an allocation of administrative expenses. Allocations of company contributions, Plan earnings/losses and administrative expenses are based on participants’ contributions, earnings or account balances, as applicable, as defined in the Plan document. Participants are entitled to a benefit equal to the vested portion of their participant account.

Vesting

Participants are immediately vested in their voluntary contributions and rollovers plus actual earnings thereon. For participants who separated from service prior to January 1, 2000, the company’s discretionary matching and discretionary profit-sharing contributions, plus earnings thereon, vested equally over a period of five years of employment, as defined. For participants actively employed or hired on or after January 1, 2000, the company’s discretionary matching and discretionary profit-sharing contributions, plus earnings thereon, vest equally over a period of three years. Participants vest immediately upon death or long-term disability.

Forfeitures

Forfeitures by terminated employees of nonvested employer contributions are held in a separate account and are used to offset either future employer contributions or administrative expenses of the Plan. In 2004, company contributions were reduced by $123,810 from forfeited nonvested accounts. The balance of forfeitures on December 31, 2004 and 2003 was $180,612 and $98,429, respectively.

Payment of Benefits

Upon termination of service, death, long-term disability, attainment of age 59 1/2 or qualified financial hardship, a participant may elect to receive either a lump-sum amount equal to the vested value of the participant’s account or installments over a determined period as defined in the Plan document. Participants may also withdraw their vested account balances while still in service of the company as defined in the Plan document.

Voting Rights

Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the trustee prior to the time that such rights are to be exercised.

Termination of Plan

Although it has not expressed any intent to do so, the company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. If the Plan were terminated, participants would immediately become 100% vested in their accounts.

Participant Loans

Participants may borrow from their respective participant accounts up to the lesser of 50% of their vested balance or $50,000 reduced by their highest outstanding loan balance in the past 12 months. Loan terms generally may not exceed five years. Loans for the purchase of a primary residence may not exceed ten years. The loans accrue interest at a rate commensurate with prevailing rates as determined by the Plan. Current interest rates on loans range from 4.00% to 16.01%.

 


 

(2)     Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value, except for the fixed income fund investment contract, which is valued at contract value. Shares of the mutual fund are valued at the net asset value of shares held by the Plan at year-end. Investments in pooled separate accounts are stated at estimated fair values, which have been determined based on the unit values of the pooled separate accounts. Unit values are determined by the bank sponsoring such pooled separate accounts by dividing net assets at fair value by the units outstanding at the valuation dates.

The statement of changes in net assets available for benefits includes the net appreciation in the fair value of its investments, which consists of realized gains or losses and the unrealized appreciation and depreciation on those investments.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Orbital common stock shares are valued at the year-end closing market price. Participant loans are carried at cost, which approximate fair market value.

Contributions Receivable

Contributions receivable are recorded at net realizable value.

Benefit Payments

Benefits are recorded when paid.

Administrative Expenses

The Plan document provides that administrative expenses may be paid by either the Plan or the company. For the year ended December 31, 2004, certain administrative services and Plan management services were provided by the company at no cost to the Plan. Direct transaction expenses are paid by the Plan and are either netted against investment income or recorded as a deduction from net assets.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Such estimates include those regarding fair value. Actual results may differ from those estimates.

(3)     Federal Income Taxes

The Internal Revenue Service has determined and informed the company by letter dated August 23, 2001 that the Plan and its underlying trust qualify under the applicable provisions of the Code and therefore are exempt from Federal income tax. The Plan has been amended since receiving the determination letter.

 


 

The company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan remains qualified and the related trust remains tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

(4)     Investments

The following investments represent 5% or more of the Plan’s net assets:

                 
    December 31,  
    2004     2003  
Investments at fair value:
               
Orbital Sciences Corporation Common Stock *
  $ 37,925,532     $ 43,867,832  
Vanguard Growth and Income Admiral Fund Account
    27,201,066       22,980,465  
Fidelity Equity — Income II Fund Account
    19,208,432       16,522,316  
Small Value/Perkins Wolf McDonnell Fund Account
    15,463,437       11,890,003  
Large Cap Growth RCM Fund
    15,277,339        
International Growth Artisan Partners
    14,701,568        
Vanguard Wellington Admiral Fund Account
    13,185,932       10,659,140  
Dresdner Large Growth Fund Account
          15,277,198  
Janus Worldwide Fund Account
          10,929,476  
Investments at contract value:
               
Fixed Income Account (Note 5) **
  $ 56,530,991     $ 51,453,748  
 
* Non-participant directed in 2003
               
** Prudential in 2004 and CIGNA in 2003
               

During 2004, the Plan’s investments at fair value (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

         
Pooled separate accounts
  $ 10,985,202  
Mutual fund
    970,125  
Orbital Sciences Corporation common stock
    (518,348 )
 
     
Net appreciation
  $ 11,436,979  
 
     

Nonparticipant-Directed Investment:

From January 1, 2001 through September 30, 2003, company-directed contributions were made in Orbital Sciences Corporation common stock, which were considered non-participant directed. Beginning in the fourth quarter of 2003, company contributions were made in cash and were, therefore, directed by participants. Participants may transfer Orbital Sciences Corporation common stock to other Plan investments at any time.

Risks and Uncertainties

The Plan provides for various investment options. Investment securities are exposed to various risks, such as interest, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

 


 

(5)     Deposit with Insurance Company

In 2004 and 2003, the Plan participated in a contract via an investment in the Prudential Fixed Income Account and CIGNA Fixed Income Account, respectively, which are valued at contract value. The Plan’s investment in the Prudential Fixed Income Account and the CIGNA Fixed Income Account are credited with interest at the rate specified in the contract. The guaranteed rate of return is stated semi-annually, is guaranteed against change for a six-month period and has a minimum interest-crediting rate of 1.5%. The effective yield for the six-month periods ended June 30, 2004 and December 31, 2004 was 3.15% and 3.25%, respectively.

(6)     Related Party Transactions

The Plan’s investments are held by Prudential in a fixed income account, pooled separate accounts, which invest in various mutual funds, and in Orbital common stock. Prudential is the trustee and the company is the Plan Sponsor as defined by the Plan. As a result, such transactions in these investments are party-in-interest transactions, which are exempt from the prohibited transaction rules. Purchases of $3,739,169 (302,561 shares) and sales of $8,893,329 (743,271 shares) of Orbital common stock were made during 2004. The market value of Orbital common stock at December 31, 2004 and 2003 was $37,925,532 (3,205,877 shares) and $43,867,832 (3,646,587 shares), respectively. Certain administrative expenses are paid to Prudential.

 


 

ADDITIONAL INFORMATION
SCHEDULE I

DEFERRED SALARY AND PROFIT SHARING PLAN
FOR EMPLOYEES OF
ORBITAL SCIENCES CORPORATION

Schedule of Assets (Held at End of Year)
December 31, 2004

                     
Identity of Issue   Asset Description   Cost**     Current Value  
Prudential Retirement Insurance (Prudential) Fixed Income Fund Account *
  Investment Contract, 3.25% stated interest rate           $ 56,530,991  
Fidelity Equity — Income II Fund Account
  Pooled Separate Account             19,208,432  
Small Value/Perkins Wolf McDonnell Fund Account
  Pooled Separate Account             15,463,437  
PIMCO Total Return Fund Account
  Pooled Separate Account             4,903,637  
Large Cap Growth RCM Fund Account
  Pooled Separate Account             15,277,339  
Vanguard Wellington Admiral Fund Account
  Pooled Separate Account             13,185,932  
Vanguard Growth and Income Admiral Fund Account
  Pooled Separate Account             27,201,066  
Mid Cap Growth Artisan Partners
  Pooled Separate Account             6,966,891  
Mid Cap Value Wellington Management
  Pooled Separate Account             1,362,204  
International Growth Artisan Partners
  Pooled Separate Account             14,701,568  
Templeton Foreign Account
  Pooled Separate Account             741,334  
Cohen & Steers Realty Income
  Pooled Separate Account             2,759,032  
Retirement Goal Income Fund
  Pooled Separate Account             8,063  
Retirement Goal 2010 Fund
  Pooled Separate Account             188,699  
Retirement Goal 2020 Fund
  Pooled Separate Account             1,135,961  
Retirement Goal 2030 Fund
  Pooled Separate Account             380,657  
Retirement Goal 2040 Fund
  Pooled Separate Account             151,705  
Vanguard Explorer Admiral Fund Account
  Mutual Fund             8,681,543  
Orbital Sciences Corporation *
  Common Stock             37,925,532  
Participant Loans *
 
Participant Loans, interest rates ranging from 4.00% to 16.01% and maturity dates ranging from January 2004 to August 2014
            4,547,757  
 
               
 
              $ 231,321,780  
 
               

* Denotes a party-in-interest
** Cost data have been omitted for the assets listed in the above table as they were all participant directed.

 


 

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, Orbital Sciences Corporation, the administrator of the employee benefit plan covered by this Report on Form 11-K, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

         
 
  ORBITAL SCIENCES CORPORATION, Plan Administrator for the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation    
             
Dated: June 28, 2005
      By:   /s/ Hollis M. Thompson
            Hollis M. Thompson
            Vice President and Corporate Controller

 


 

EXHIBIT INDEX

Exhibit 23     Consent of PricewaterhouseCoopers LLP (transmitted herewith)