10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 28, 2014
OR
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 1-10582

Alliant Techsystems Inc.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	41-1672694 (I.R.S. Employer Identification No.)
1300 Wilson Boulevard, Suite 400
Arlington, Virginia	22209-2307
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:(703) 412-5960

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 ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ý Accelerated Filer o Non-Accelerated Filer o (Do not check if a smaller reporting company) Smaller reporting company o

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

As of February 4, 2015, there were 31,937,736 shares of the registrant's voting common stock outstanding.

TABLE OF CONTENTS

		Page
PART I - Financial Information
Item 1.	Financial Statements	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54
Item 4.	Controls and Procedures	54
PART II- Other Information
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	57
Item 6.	Exhibits	58
SIGNATURES		59

PART I— FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

ALLIANT TECHSYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	Quarter Ended						Nine Months Ended
(Amounts in thousands except per share data)	December 28, 2014			December 29, 2013			December 28, 2014			December 29, 2013
Sales	$	1,251,378		$	1,208,404		$	3,800,017		$	3,429,526
Cost of sales	947,534			919,234			2,885,513			2,630,919
Gross profit	303,844			289,170			914,504			798,607
Operating expenses:
Research and development	12,194			11,899			31,024			34,126
Selling	62,122			56,952			185,366			146,617
General and administrative	72,537			74,344			224,891			198,003
Goodwill/tradename impairment	52,220			—			52,220			—
Income before interest, income taxes, and noncontrolling interest	104,771			145,975			421,003			419,861
Interest expense	(21,394		)	(28,501		)	(68,169		)	(57,634		)
Interest income	28			1,793			72			1,884
Income before income taxes and noncontrolling interest	83,405			119,267			352,906			364,111
Income taxes	37,617			38,954			126,262			118,991
Net income before noncontrolling interest	45,788			80,313			226,644			245,120
Less net income attributable to noncontrolling interest	141			27			291			210
Net income attributable to Alliant Techsystems Inc.	$	45,647		$	80,286		$	226,353		$	244,910
Alliant Techsystems Inc. earnings per common share:
Basic	$	1.44		$	2.55		$	7.15		$	7.73
Diluted	$	1.43		$	2.46		$	6.98		$	7.55
Cash dividends paid per common share	$	0.32		$	0.26		$	0.96		$	0.78
Alliant Techsystems Inc. weighted-average number of common shares outstanding:
Basic	31,693			31,536			31,676			31,701
Diluted	31,998			32,613			32,410			32,418
Comprehensive income:
Net income before noncontrolling interest	$	45,788		$	80,313		$	226,644		$	245,120
Other comprehensive income (loss), net of tax:
Pension and other postretirement benefit liabilities:
Reclassification of prior service credits for pension and postretirement benefit plans recorded to net income, net of tax benefit of $2,955, $2,810, $8,864, and $8,430, respectively	(4,761		)	(4,531		)	(14,285		)	(13,594		)
Reclassification of net actuarial loss for pension and postretirement benefit plans recorded to net income, net of tax expense of $(11,582), $(14,198), and $(34,747) $(42,594), respectively	18,638			22,847			55,919			68,541
Change in fair value of derivatives, net of tax benefit (expense) of $1,623, $(1,406), $(885) and $342, respectively	(2,592		)	2,246			1,414			(547		)
Change in fair value of available-for-sale securities, net of tax (expense) benefit of $(18), $(35), $(172), and $29, respectively	30			56			276			(47		)
Change in cumulative translation adjustment, net of tax benefits of $4,806, $1,035, $9,650, and $1,011, respectively	(7,677		)	(1,654		)	(15,415		)	(1,620		)
Total other comprehensive income	3,638			18,964			27,909			52,733
Comprehensive income	49,426			99,277			254,553			297,853
Less comprehensive income attributable to noncontrolling interest	141			27			291			210
Comprehensive income attributable to Alliant Techsystems Inc.	$	49,285		$	99,250		$	254,262		$	297,643

See Notes to the Condensed Consolidated Financial Statements.

2

ALLIANT TECHSYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(Amounts in thousands except share data)	December 28, 2014			March 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	112,920		$	266,632
Net receivables	1,711,654			1,473,820
Net inventories	552,390			558,250
Income tax receivable	33,233			—
Deferred income taxes	97,855			93,616
Other current assets	81,400			69,280
Total current assets	2,589,452			2,461,598
Net property, plant, and equipment	692,992			697,551
Goodwill	1,883,711			1,916,921
Net intangibles	537,168			577,850
Deferred charges and other noncurrent assets	116,396			117,226
Total assets	$	5,819,719		$	5,771,146
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	159,997		$	249,228
Accounts payable	341,697			315,605
Contract advances and allowances	142,742			105,787
Accrued compensation	100,317			128,821
Accrued income taxes	—			7,877
Other current liabilities	315,129			322,832
Total current liabilities	1,059,882			1,130,150
Long-term debt	1,908,503			1,843,750
Noncurrent deferred income taxes	141,358			117,515
Postretirement and postemployment benefits	67,253			74,874
Pension	464,869			557,775
Other noncurrent liabilities	128,707			124,944
Total liabilities	3,770,572			3,849,008
Commitments and contingencies (Note 16)
Common stock—$.01 par value:
Authorized—180,000,000 shares, Issued and outstanding—31,938,188 shares at December 28, 2014 and 31,842,642 shares at March 31, 2014	319			318
Additional paid-in-capital	435,746			534,015
Retained earnings	2,984,960			2,789,264
Accumulated other comprehensive loss	(652,900		)	(680,809		)
Common stock in treasury, at cost—9,638,009 shares held at December 28, 2014 and 9,712,877 shares held at March 31, 2014	(729,832		)	(731,213		)
Total Alliant Techsystems Inc. stockholders' equity	2,038,293			1,911,575
Noncontrolling interest	10,854			10,563
Total equity	2,049,147			1,922,138
Total liabilities and equity	$	5,819,719		$	5,771,146

See Notes to the Condensed Consolidated Financial Statements.

3

ALLIANT TECHSYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended
(Amounts in thousands)	December 28, 2014			December 29, 2013
Operating Activities:
Net income before noncontrolling interest	$	226,644		$	245,120
Adjustments to net income to arrive at cash provided by operating activities:
Depreciation	78,605			70,160
Amortization of intangibles	25,433			17,239
Amortization of debt discount	3,212			5,481
Amortization of deferred financing costs	3,887			9,047
Goodwill/tradename impairment	52,220			—
Deferred income taxes	31,920			12,170
Loss on disposal of property	2,448			3,908
Share-based plans expense	12,005			9,437
Excess tax benefits from share-based plans	(6,983		)	(833		)
Changes in assets and liabilities net of effects of business acquisitions:
Net receivables	(241,072		)	46,217
Net inventories	3,515			(47,679		)
Accounts payable	39,455			(177,435		)
Contract advances and allowances	36,955			(11,910		)
Accrued compensation	(32,445		)	(35,570		)
Accrued income taxes	(22,135		)	9,726
Pension and other postretirement benefits	(33,006		)	41,284
Other assets and liabilities	(26,472		)	25,922
Cash provided by operating activities	154,186			222,284
Investing Activities:
Capital expenditures	(91,991		)	(80,580		)
Acquisition of business, net of cash acquired	—			(1,301,597		)
Proceeds from the disposition of property, plant, and equipment	2,154			5,326
Cash used for investing activities	(89,837		)	(1,376,851		)
Financing Activities:
Borrowings on line of credit	635,000			280,000
Repayments of line of credit	(535,000		)	(280,000		)
Payments made on bank debt	(28,250		)	(25,000		)
Payments made to extinguish debt	(404,462		)	(510,000		)
Proceeds from issuance of long-term debt	150,000			1,560,000
Payments made for debt issue costs	(1,008		)	(21,641		)
Purchase of treasury shares	(9,001		)	(53,270		)
Dividends paid	(30,657		)	(24,951		)
Proceeds from employee stock compensation plans	—			729
Excess tax benefits from share-based plans	6,983			833
Cash provided by (used for) financing activities	(216,395		)	926,700
Effect of foreign currency exchange rate fluctuations on cash	(1,666		)	335
Decrease in cash and cash equivalents	(153,712		)	(227,532		)
Cash and cash equivalents at beginning of period	266,632			417,289
Cash and cash equivalents at end of period	$	112,920		$	189,757
Supplemental Cash Flow Disclosures:
Noncash operating and investing activities:
Capital expenditures included in accounts payable	$	4,787		$	2,991

   See Notes to the Condensed Consolidated Financial Statements.

4

ALLIANT TECHSYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)

	Common Stock $.01 Par Value					Additional Paid-in-capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Noncontrolling Interest		Total Equity
(Amounts in thousands except share data)	Shares		Amount
Nine Months Ended December 28, 2014
Balance, March 31, 2014	31,842,642		$	318		$	534,015		$	2,789,264		$	(680,809	)	$	(731,213	)	$	10,563	$	1,922,138
Comprehensive income									226,353			27,909						291		254,553
Exercise of stock options	—		—			—			—			—			—			—		—
Restricted stock grants	29,122		—			(3,312		)	—			—			3,312			—		—
Share-based compensation	—		—			12,005			—			—			—			—		12,005
Treasury stock purchased	—		—			—			—			—			—			—		—
Performance shares issued net of treasury stock withheld	66,702		—			(8,290		)	—			—			1,967			—		(6,323		)
Tax benefit related to share-based plans and other	—		—			12,663			—			—			—			—		12,663
Dividends paid	—		—			—			(30,657		)	—			—			—		(30,657		)
Convertible debt premium, net of tax ($42,322)	—		—			(112,555		)	—			—			—			—		(112,555		)
Employee benefit plans and other	(278	)	1			1,220			—			—			(3,898		)	—		(2,677		)
Balance, December 28, 2014	31,938,188		$	319		$	435,746		$	2,984,960		$	(652,900	)	$	(729,832	)	$	10,854	$	2,049,147
Nine Months Ended December 29, 2013
Balance, March 31, 2013	32,318,295		$	323		$	534,137		$	2,483,483		$	(828,304	)	$	(687,470	)	$	10,392	$	1,512,561
Comprehensive income									244,910			52,733						210		297,853
Exercise of stock options	13,173		—			(252		)	—			—			981			—		729
Restricted stock grants	72,342		—			(6,017		)	—			—			6,017			—		—
Share-based compensation	—		—			9,437			—			—			—			—		9,437
Treasury stock purchased	(609,922	)	—			—			—			—			(52,130		)	—		(52,130		)
Performance shares issued net of treasury stock withheld	34,138		—			(3,856		)	—			—			2,450			—		(1,406		)
Tax benefit related to share-based plans and other	—		—			4,582			—			—			—			—		4,582
Dividends paid	—		—			—			(24,951		)	—			—			—		(24,951		)
Employee benefit plans and other	(4,330	)	(5		)	532			—			—			(918		)	—		(391		)
Balance, December 29, 2013	31,823,696		$	318		$	538,563		$	2,703,442		$	(775,571	)	$	(731,070	)	$	10,602	$	1,746,284

See Notes to the Condensed Consolidated Financial Statements.

5

ALLIANT TECHSYTEMS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Quarter and Nine Months EndedDecember 28, 2014

(Amounts in thousands except share and per share data and unless otherwise indicated)

1. Basis of Presentation and Responsibility for Interim Financial Statements

The unaudited condensed consolidated financial statements of Alliant Techsystems Inc. (“the Company” or “ATK”) as set forth in this quarterly report have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States can be condensed or omitted. ATK’s accounting policies are described in the notes to the consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended March 31, 2014 (“fiscal 2014”). Management is responsible for the unaudited condensed consolidated financial statements included in this document. The condensed consolidated financial statements included in this document are unaudited but, in the opinion of management, include all adjustments necessary for a fair presentation of ATK’s financial position as of December 28, 2014, and its results of operations for the quarters and nine months ended December 28, 2014 and December 29, 2013, and cash flows for the nine months ended December 28, 2014 and December 29, 2013.

On April 28, 2014, the Company entered into a Transaction Agreement (the “Transaction Agreement”) with Vista Outdoor Inc. (formerly Vista SpinCo Inc.), a Delaware corporation and a wholly owned subsidiary of ATK (“Sporting”), Vista Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of ATK, and Orbital Sciences Corporation, a Delaware corporation (“Orbital”), providing for the tax-free spin-off of the Sporting Group business to ATK stockholders (the “Distribution”), which will be immediately followed by a tax-free merger of Vista Merger Sub Inc. with and into Orbital (the “Merger” and together with the Distribution, the “Transaction”), with Orbital surviving the Merger as a wholly owned subsidiary of ATK. The Sporting Group continues to be included as part of continuing operations. The stockholders of both ATK and Orbital approved the merger on January 27, 2015. The transaction is anticipated to close on February 9, 2015.

Sales, expenses, cash flows, assets, and liabilities can and do vary during the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year.

This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its fiscal 2014 Annual Report on Form 10-K.

2. New Accounting Pronouncements

On May 28, 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. This guidance is effective for periods beginning after December 15, 2016 and early application is not permitted. ATK is in the process of evaluating the impact this standard will have on the Company.

On April 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, Reporting Discontinued Operations and Disclosures of Components of an Entity. The new guidance amends the definition of a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The new guidance will be effective prospectively in the first quarter of fiscal 2016, although early adoption is permitted. The Company is evaluating the impact adoption of the new guidance will have on our consolidated financial statements.

Other new pronouncements issued but not effective for the Company until after December 28, 2014 are not expected to have a material impact on the Company's continuing financial position, results of operations, or liquidity.

3. Fair Value of Financial Instruments

The current authoritative guidance on fair value clarifies the definition of fair value, prescribes a framework for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about the use of fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The valuation techniques required by the current authoritative literature are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy:

6

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

3. Fair Value of Financial Instruments (Continued)

Level 1—Quoted prices for identical instruments in active markets.

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3—Significant inputs to the valuation model are unobservable.

The following section describes the valuation methodologies used by ATK to measure its financial instruments at fair value.

Investments in marketable securities—ATK's investments in marketable securities represent investments held in a common collective trust ("CCT") that primarily invests in fixed income securities which are used to pay benefits under a nonqualified supplemental executive retirement plan for certain executives and highly compensated employees. Investments in a collective investment vehicle are valued by multiplying the investee company's net asset value per share with the number of units or shares owned at the valuation date as determined by the investee company. Net asset value per share is determined by the investee company's custodian or fund administrator by deducting from the value of the assets of the investee company all its liabilities and the resulting number is divided by the outstanding number of shares or units. Investments held by the CCT, including collateral invested for securities on loan, are valued on the basis of valuations furnished by a pricing service approved by the CCT's investment manager, which determines valuations using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders, or at fair value as determined in good faith by the CCT's investment manager. The fair value of these securities is included within other current assets and deferred charges and other noncurrent assets on the consolidated balance sheets. ATK considers these to be Level 2 instruments.

Derivative financial instruments and hedging activities—In order to manage its exposure to commodity pricing, interest rate risk, and foreign currency risk, ATK periodically utilizes commodity, interest rate, and foreign currency derivatives, which are considered Level 2 instruments. As discussed further in Note 7, ATK has outstanding commodity forward contracts that were entered into to hedge forecasted purchases of copper and zinc. Commodity derivatives are valued based on prices of futures exchanges and recently reported transactions in the marketplace. During fiscal 2014, ATK entered into five interest rate swaps. These swaps are valued based on future LIBOR rates and the established fixed-rate is based primarily on quotes from banks. Foreign currency derivatives are valued based on observable market transactions of spot currency rates and forward currency prices. During the nine months ended December 28, 2014, the Company entered into various foreign currency forward contracts. There were no foreign currency derivatives outstanding as of March 31, 2014.

Long-term debt—The fair value of the variable-rate long-term debt is calculated based on current market rates for debt of the same risk and maturities. The fair value of the fixed-rate debt is based on market quotes for each issuance. ATK considers these to be Level 2 instruments.

The following table sets forth by level within the fair value hierarchy ATK's financial assets and liabilities that are measured at fair value on a recurring basis:

	December 28, 2014
	Fair Value Measurements Using Inputs Considered as
	Level 1		Level 2		Level 3
Assets:
Marketable securities	$	—	$	11,902	$	—
Derivatives	—		1,150		—
Liabilities:
Derivatives	$	—	$	6,982	$	—

7

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

3. Fair Value of Financial Instruments (Continued)

	March 31, 2014
	Fair Value Measurements Using Inputs Considered as
	Level 1		Level 2		Level 3
Assets:
Marketable securities	$	—	$	10,130	$	—
Derivatives	—		328		—
Liabilities:
Derivatives	$	—	$	8,459	$	—

The following table presents ATK's assets and liabilities that are not measured at fair value on a recurring basis:

	December 28, 2014				March 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Fixed-rate debt	$	650,000	$	672,500	$	846,228	$	1,062,078
Variable-rate debt	1,418,500		1,414,956		1,246,750		1,247,062

4. Acquisitions

In accordance with the accounting standards regarding business combinations, the results of acquired businesses are included in ATK’s consolidated financial statements from the date of acquisition. For each acquisition, the purchase price is allocated to the acquired assets and liabilities based on fair value. The excess purchase price over estimated fair value of the net assets acquired is recorded as goodwill.

Savage Acquisition

On June 21, 2013, ATK acquired Caliber Company, parent company of Savage Sports Corporation ("Savage"), a leading manufacturer of sporting long guns. Operating under the brand names of Savage Arms, Stevens and Savage Range Systems, the company designs, manufactures and markets centerfire and rimfire rifles, shotguns and shooting range systems used for hunting as well as competitive and recreational target shooting. The purchase price was $315,000 net of cash acquired, and the settlement of purchase price adjustments. ATK believes the acquisition complements ATK's growing portfolio of leading consumer brands and has allowed the Company to build upon its offerings with Savage's prominent, respected brands known for accuracy, quality, innovation, value and craftsmanship. Savage's sales distribution channels, new product development, and sophistication in manufacturing will significantly increase ATK's presence with a highly relevant product offering to distributors, retailers and consumers. Savage employs approximately 400 employees and is included in ATK's Sporting Group. The purchase price allocation was completed during the first quarter of fiscal 2015. None of the goodwill generated in this acquisition will be deductible for tax purposes.

Bushnell Acquisition

On November 1, 2013, ATK acquired Bushnell Group Holdings, Inc. ("Bushnell"). Bushnell is a leading global designer, marketer and distributor of branded sports optics, outdoor accessories and performance eyewear. The purchase price was $985,000 net of cash acquired, subject to customary post-closing adjustments. ATK believes the acquisition broadened the Company's existing capabilities in the commercial shooting sports market and expands the portfolio of branded shooting sports products. In addition, this transaction enables the Company to enter new sporting markets in golf and snow sports. ATK will leverage Bushnell’s strong sourcing, marketing, branding and distribution capabilities and capitalize on Bushnell’s track record of successfully integrating acquisitions and delivering profitable growth. Bushnell employs approximately 1,100 employees and is included in ATK's Sporting Group. The purchase price allocation was completed during the third quarter of fiscal 2015. A portion of the goodwill generated in this acquisition will be deductible for tax purposes. ATK has recorded sales of approximately $151,164 and $420,736 for the quarter and nine months ended December 28, 2014, respectively and income before interest, income taxes, and noncontrolling interest of approximately $19,994 and $40,365 for the quarter and nine months ended December 28, 2014 associated with the operations of this acquired business which reflects transition costs. Subsequent to November 1, 2013, ATK recorded sales of approximately $85,074 for the quarter and nine months ended

8

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

4. Acquisitions (Continued)

December 29, 2013 and income before interest, income taxes, and noncontrolling interest of approximately $3,123 for the quarter and nine months ended December 29, 2013 associated with the operations of this acquired business which reflects transition costs and $1,377 of inventory step-up costs.

Allocation of Consideration Transferred to Net Assets Acquired:

The following amounts represent the final determination of the fair value of identifiable assets acquired and liabilities assumed from the Bushnell acquisition:

Purchase price net of cash acquired:
Cash paid			$	985,000
Cash paid for additional working capital			4,185
Total purchase price			989,185
Fair value of assets acquired:
Net receivables	$	109,429
Net inventories	157,184
Tradename, technology, and customer relationship intangibles	365,579
Property, plant, and equipment	25,055
Other assets	6,886
Total assets	664,133
Fair value of liabilities assumed:
Accounts payable	80,099
Deferred income taxes	88,121
Other liabilities	30,932
Total liabilities	199,152
Net assets acquired			464,981
Goodwill			$	524,204

Supplemental Pro Forma Data:

ATK used the acquisition method of accounting to account for this acquisition and, accordingly, the results of Bushnell are included in ATK’s consolidated financial statements for the period subsequent to the date of acquisition. The following unaudited supplemental pro forma data for the quarter and nine months ended December 29, 2013 present consolidated information as if the acquisition had been completed on April 1, 2012. The pro forma results were calculated by combining the results of ATK with the stand-alone results of Bushnell for the pre-acquisition periods, which were adjusted to account for certain costs which would have been incurred during this pre-acquisition period:

	Quarter Ended		Nine Months Ended
	December 29, 2013		December 29, 2013
Sales	$	1,264,430	$	3,783,713
Net income attributable to Alliant Techsystems Inc.	96,640		293,024
Basic earnings per common share	3.06		9.24
Diluted earnings per common share	2.96		9.04

9

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

4. Acquisitions (Continued)

The unaudited supplemental pro forma data above include the following significant non-recurring adjustments made to account for certain costs which would have been incurred if the acquisition had been completed on April 1, 2012, as adjusted for the applicable tax impact:

	Quarter Ended			Nine Months Ended
(Amounts in thousands)	December 29, 2013			December 29, 2013
Inventory Step-up, net1	$	(847	)	$	(847	)
ATK/Bushnell fees for advisory, legal, accounting services2	(8,369		)	(11,031		)

1. Adjustment reflects the increased cost of goods sold expense which results from the fair value step-up in inventory of $3,500 which was expensed over the first inventory cycle.

2. Removed the ATK/Bushnell fees that were incurred in connection with the acquisition of Bushnell from fiscal 2014, and considered those fees as incurred during the first quarter of fiscal 2013. Costs were recorded in General and administrative expense.

There were no acquisitions during fiscal 2015.

10

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

5. Goodwill, Net Intangibles, and Deferred Charges and Other Noncurrent Assets

The changes in the carrying amount of goodwill by segment were as follows:

	Aerospace Group		Defense Group		Sporting Group			Total
Balance, March 31, 2014	$	676,516	$	366,947	$	873,458		$	1,916,921
Opening balance sheet adjustments	—		—		22,648			22,648
Impairment	—		—		(41,020		)	(41,020		)
Effect of foreign currency exchange rates	—		—		(14,838		)	(14,838		)
Balance, December 28, 2014	$	676,516	$	366,947	$	840,248		$	1,883,711

The opening balance sheet adjustments in the Sporting Group related to the final purchase price allocation adjustments to the original purchase price allocation for Savage and Bushnell as previously discussed.

As a result of the current market correction impacting demand for firearms and a decline in the Company’s near-term projected cash flows in the Firearms reporting unit during the quarter ending December 28, 2014, ATK determined a triggering event had occurred which indicated it was more likely than not that the fair value of the reporting unit was less than the book value. The fair value of the reporting unit is determined using both an income and market approach. The value estimated using a discounted cash flow model is weighted against the estimated value derived from the guideline company market approach method. This market approach method estimates the price reasonably expected to be realized from the sale of the company based on comparable companies.

The goodwill recorded within the Sporting Group above is presented net of $41,020 of impairment losses. In addition as a result of market correction noted above ATK evaluated the fair value of the trade names as well. ATK determined the fair value of the tradenames based on the relief of royalty method and used a royalty rate of 6% for the Savage Arms tradename based on public guideline royalty-based transactions and a discount rate of 16%. This analysis resulted in a $11,200 noncash impairment charge was recorded within the Firearms reporting unit related to the non-amortizing Savage tradename intangible.

The goodwill recorded within Aerospace Group above is presented net of $108,500 of accumulated impairment losses.

Net intangibles includes amortizing and non-amortizing assets consisting of trademarks, tradenames and brand names that are not being amortized as their estimated useful lives are considered indefinite.

Net intangibles consisted of the following:

	December 28, 2014							March 31, 2014
	Gross carrying amount		Accumulated amortization			Net		Gross carrying amount		Accumulated amortization			Net
Amortizing intangibles:
Tradename	$	184,660	$	(31,125	)	$	153,535	$	184,660	$	(21,723	)	$	162,937
Patented technology	33,389		(13,027		)	20,362		33,389		(10,325		)	23,064
Customer relationships and other	221,750		(51,577		)	170,173		226,105		(38,554		)	187,551
Total amortizing intangibles	439,799		(95,729		)	344,070		444,154		(70,602		)	373,552
Non-amortizing intangibles	193,098		—			193,098		204,298		—			204,298
Net intangibles	$	632,897	$	(95,729	)	$	537,168	$	648,452	$	(70,602	)	$	577,850

The amortizing intangibles in the table above are being amortized using a straight-line method over a weighted-average remaining period of approximately 12.4 years. Amortization expense for the quarter and nine months ended December 28, 2014 was $8,508 and $25,433, respectively. Amortization expense for the quarter and nine months ended December 29, 2013 was $10,133 and $17,239, respectively. ATK expects amortization expense related to these assets to be as follows:

11

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

5. Goodwill, Net Intangibles, and Deferred Charges and Other Noncurrent Assets (Continued)

Remainder of fiscal 2015	$	8,528
Fiscal 2016	32,712
Fiscal 2017	30,422
Fiscal 2018	30,422
Fiscal 2019	27,678
Thereafter	214,308
Total	$	344,070

Deferred charges and other noncurrent assets consisted of the following:

	December 28, 2014			March 31, 2014
Gross debt issuance costs	$	28,995		$	28,356
Less accumulated amortization	(7,600		)	(4,084		)
Net debt issuance costs	21,395			24,272
Parts inventory	9,473			10,921
Environmental remediation receivable	22,840			22,128
Derivative contracts	167			328
Other	62,521			59,577
Total deferred charges and other noncurrent assets	$	116,396		$	117,226

6. Earnings Per Share Data

 Basic earnings per share ("EPS") is computed based upon the weighted average number of common shares outstanding for each period. Diluted EPS is computed based on the weighted average number of common shares and common equivalent shares. Common equivalent shares represent the effect of stock-based awards and contingently issuable shares related to ATK's Convertible Senior Subordinated Notes prior to their redemption during the quarter ended September 28, 2014 (see Note 12) during each period presented, which, if exercised, earned, or converted, would have had dilutive effect on EPS. In computing EPS for the quarter and nine months ended December 28, 2014 and December 29, 2013 earnings, as reported for each respective period, is divided by weighted-average shares outstanding, determined as follows (in thousands):

	Quarter Ended		Nine Months Ended
Weighted-average Shares Outstanding	December 28, 2014	December 29, 2013	December 28, 2014	December 29, 2013
Basic	31,693	31,536	31,676	31,701
Dilutive effect of stock-based awards	305	256	340	241
Dilutive effect of contingently issuable shares	—	821	394	476
Diluted	31,998	32,613	32,410	32,418
Anti-dilutive stock options excluded from the calculation of diluted earnings per share	45	3	45	3

7. Derivative Financial Instruments

ATK is exposed to market risks arising from adverse changes in:

• commodity prices affecting the cost of raw materials and energy,

• interest rates, and

• foreign currency exchange risks.

12

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

7. Derivative Financial Instruments (continued)

In the normal course of business, these risks are managed through a variety of strategies, including the use of derivative instruments. ATK uses commodity forward contracts to hedge forecasted purchases of certain commodities, foreign currency exchange contracts to hedge forecasted transactions denominated in a foreign currency, and interest rate swaps to hedge forecasted interest payments and the risk associated with variable interest rates on long-term debt.

ATK entered into forward contracts for copper and zinc during fiscal 2014. The contracts essentially establish a fixed price for the underlying commodity and are designated and qualify as effective cash flow hedges of purchases of the commodity. Ineffectiveness is calculated as the amount by which the change in the fair value of the derivatives exceeds the change in the fair value of the anticipated commodity purchases.

ATK entered into interest rate swaps in fiscal 2014 whereby the Company pays a fixed rate on a total notional amount of $400,000 and receive one-month LIBOR. The fair value of interest rate swap agreements approximates the amount at which they could be settled, based on estimates obtained from the counterparties. The Company performs assessments of the effectiveness of hedge instruments on a quarterly basis and during fiscal 2015 and 2014 determined the hedges to be highly effective. The counterparties to the interest rate swap agreements expose the Company to credit risk in the event of nonperformance. At December 28, 2014, three of the outstanding swap agreements were in a net liability position which would require the Company to make the net settlement payments to the counterparties, and two of the outstanding swap agreements were in a net asset position which would require the counterparties to make the net settlement payments to ATK. ATK does not anticipate nonperformance by the Company's counterparties. ATK does not hold or issue derivative financial instruments for trading purposes.

ATK entered into various foreign currency forward contracts during fiscal 2015. The contracts are used to hedge forecasted inventory purchases and subsequent payments, or customer receivables, denominated in foreign currencies and were designated and qualified as effective cash flow hedges. Ineffectiveness with respect to forecasted inventory purchases is calculated based on changes in the forward rate until the anticipated purchase occurs; ineffectiveness of the hedge of the accounts payable is evaluated based on the change in fair value of its anticipated settlement.

The fair value of the commodity, interest rate, and foreign currency forward contracts are recorded within other assets or liabilities, as appropriate, and the effective portion is reflected in accumulated Other comprehensive income (loss) in the financial statements. The gains or losses on the commodity forward contracts are recorded in inventory as the commodities are purchased. The gains or losses on the foreign currency forward contracts are recorded in earnings when the related inventory is sold. The gains or losses on the interest rate swaps are recorded in interest expense when the interest payments are made.

As of December 28, 2014, ATK had the following outstanding commodity forward contracts that were entered into to hedge forecasted purchases:

	Number of Pounds
Copper	9,825,000
Zinc	4,350,000

As of December 28, 2014, ATK had three outstanding interest rate swaps with notional amounts of $100,000 each with maturity dates in August 2016, 2017, and 2018, as well as two interest rate swaps with notional amounts of $50,000 each with maturity dates in November 2016 and 2017. See footnote 12 for additional information.

As of December 28, 2014, ATK had outstanding foreign currency forward contracts in place for the following amounts:

	Notional Amount of Currency
Purchase of foreign currency:
Euro	40,654
Sale of foreign currency:
Euro	5,983
British Pound Sterling	1,371

13

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

7. Derivative Financial Instruments (continued)

The table below presents the fair value and location of ATK's derivative instruments designated as hedging instruments in the consolidated balance sheets.

		Asset Derivatives				Liability Derivatives
	Location	December 28, 2014		March 31, 2014		December 28, 2014		March 31, 2014
Commodity forward contracts	Other current assets / other current liabilities	$	163	$	—	$	2,848	$	6,212
Commodity forward contracts	Deferred charges and other noncurrent assets / other noncurrent liabilities	—		—		—		176
Interest rate contracts	Deferred charges and other noncurrent assets / other noncurrent liabilities	167		328		2,259		2,071
Foreign currency forward contracts	Other current assets / other current liabilities	820		—		1,620		—
Foreign currency forward contracts	Deferred charges and other noncurrent assets / other noncurrent liabilities	—		—		255		—
Total		$	1,150	$	328	$	6,982	$	8,459

Due to the nature of ATK's business, the benefits associated with the commodity contracts may be passed on to the customer and not realized by ATK.

For the periods presented below, the derivative gains and losses in the consolidated statements of comprehensive income related to commodity forward contracts, interest rate swaps, and foreign currency forward contracts were as follows:

	Pretax Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss)				Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Location	Amount			Location	Amount
Quarter Ended December 28, 2014
Commodity forward contracts	Cost of Sales	$	(431	)	Cost of Sales	$	—
Interest rate contracts	Interest expense	(1,037		)	Interest expense	—
Foreign currency forward contracts	Cost of Sales	718			Cost of Sales	—
Quarter Ended December 29, 2013
Commodity forward contracts	Cost of Sales	$	(2,688	)	Cost of Sales	$	—
Interest rate contracts	Interest expense	(869		)	Interest expense	—
Foreign currency forward contracts	Cost of Sales	—			Cost of Sales	—
Nine Months Ended December 28, 2014
Commodity forward contracts	Cost of Sales	$	(2,204	)	Cost of Sales	$	—
Interest rate contracts	Interest expense	(3,011		)	Interest expense	—
Foreign currency forward contracts	Cost of Sales	718			Cost of Sales	—
Nine Months Ended December 29, 2013
Commodity forward contracts	Cost of Sales	$	(4,297	)	Cost of Sales	$	(1,637	)
Interest rate contracts	Interest expense	(869		)	Interest expense	—
Foreign currency forward contracts	Cost of Sales	—			Cost of Sales	—

All derivatives used by ATK during the periods presented were designated as hedging instruments.

14

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

7. Derivative Financial Instruments (continued)

During nine months ended December 29, 2013 there was a loss of $1,637 respectively, recognized in earnings as a result of ineffectiveness on forward contracts for copper and zinc. ATK expects that the remaining unrealized losses will be realized and reported in cost of sales as the cost of the commodities is included in cost of sales. Estimated and actual gains or losses will change as market prices change.

8. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive income (loss) ("AOCI"), net of income taxes, are as follows:

	December 28, 2014			March 31, 2014
Derivatives	$	(3,608	)	$	(5,022	)
Pension and other postretirement benefits	(633,480		)	(675,114		)
Cumulative translation adjustment	(16,920		)	832
Available-for-sale securities	1,108			(1,505		)
Total accumulated other comprehensive loss	$	(652,900	)	$	(680,809	)

The following table summarizes the changes in the balance of AOCI, net of income tax:

	Quarter Ended December 28, 2014														Nine Months Ended December 28, 2014
	Derivatives			Pension and Other Postretire-ment Benefits			Available-for-sale Securities		Cumulative Translation Adjustment			Total			Derivatives			Pension and Other Postretire-ment Benefits			Available-for-sale Securities		Cumulative Translation Adjustment			Total
Beginning of period unrealized gain (loss) in AOCI	$	(1,016	)	$	(647,357	)	$	1,078	$	(9,243	)	$	(656,538	)	$	(5,022	)	$	(675,114	)	$	832	$	(1,505	)	$	(680,809	)
Net decrease in fair value of derivatives	(3,054		)	—			—		—			(3,054		)	(1,368		)	—			—		—			(1,368		)
Net losses reclassified from AOCI, offsetting the price paid to suppliers (1)	462			—			—		—			462			2,782			—			—		—			2,782
Net actuarial losses reclassified from AOCI (2)	—			18,638			—		—			18,638			—			55,919			—		—			55,919
Prior service costs reclassified from AOCI (2)	—			(4,761		)	—		—			(4,761		)	—			(14,285		)	—		—			(14,285		)
Net change in cumulative translation adjustment	—			—			—		(7,677		)	(7,677		)	—			—			—		(15,415		)	(15,415		)
Net change in available-for-sale securities	—			—			30		—			30			—			—			276		—			276
End of period unrealized gain (loss) in AOCI	$	(3,608	)	$	(633,480	)	$	1,108	$	(16,920	)	$	(652,900	)	$	(3,608	)	$	(633,480	)	$	1,108	$	(16,920	)	$	(652,900	)

(1) Amounts related to ATK derivative instruments that were reclassified from AOCI and recorded as a component of cost of sales for each period presented.

(2) Amounts related to ATK pension and other postretirement benefits that were reclassified from AOCI and recorded as a component of net periodic benefit cost for each period presented (Note 13).

15

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

8. Accumulated Other Comprehensive Loss (Continued)

	Quarter Ended December 29, 2013														Nine Months Ended December 29, 2013
	Derivatives			Pension and Other Postretire-ment Benefits			Available-for-sale Securities		Cumulative Translation Adjustment			Total			Derivatives			Pension and Other Postretire-ment Benefits			Available-for-sale Securities			Cumulative Translation Adjustment			Total
Beginning of period unrealized gain (loss) in AOCI	$	(4,985	)	$	(790,267	)	$	683	$	34		$	(794,535	)	$	(2,192	)	$	(826,898	)	$	786		$	—		$	(828,304	)
Net decrease in fair value of derivatives	59			—			—		—			59			(4,730		)	—			—			—			(4,730		)
Net losses reclassified from AOCI, offsetting the price paid to suppliers (1)	2,187			—			—		—			2,187			3,184			—			—			—			3,184
Net losses reclassified from AOCI, due to ineffectiveness (1)	—			—			—		—			—			999			—			—			—			999
Net actuarial losses reclassified from AOCI (2)	—			22,847			—		—			22,847			—			68,541			—			—			68,541
Prior service costs reclassified from AOCI (2)	—			(4,531		)	—		—			(4,531		)	—			(13,594		)	—			—			(13,594		)
Net change in cumulative translation adjustment									(1,654		)	(1,654		)										(1,620		)	(1,620		)
Net change in available-for-sale securities	—			—			56					56			—			—			(47		)				(47		)
End of period unrealized gain (loss) in AOCI	$	(2,739	)	$	(771,951	)	$	739	$	(1,620	)	$	(775,571	)	$	(2,739	)	$	(771,951	)	$	739		$	(1,620	)	$	(775,571	)

(1) Amounts related to our derivative instruments that were reclassified from AOCI and recorded as a component of cost of sales for each period presented.

(2) Amounts related to our pension and other postretirement benefits that were reclassified from AOCI and recorded as a component of net periodic benefit cost for each period presented (Note 13).

9. Net Receivables

Net receivables, including amounts due under long-term contracts ("contract receivables"), consisted of the following:

	December 28, 2014		March 31, 2014
Billed receivables	$	577,256	$	479,950
Unbilled receivables	1,123,364		979,640
Other	11,034		14,230
Net receivables	$	1,711,654	$	1,473,820

Receivable balances are shown net of customer progress payments received of $534,411 as of December 28, 2014 and $527,670 as of March 31, 2014.

Unbilled receivables represent the balance of recoverable costs and accrued profit, comprised principally of revenue recognized on contracts for which billings have not been presented to the customer because the amounts were earned but not contractually billable as of the balance sheet date. These amounts include expected additional billable general overhead costs and fees on flexibly priced contracts awaiting final rate negotiations.

As of December 28, 2014 and March 31, 2014, the net receivable balance includes contract related unbilled receivables that ATK does not expect to collect within the next fiscal year of $309,200 and $264,400, respectively.

16

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

10. Net Inventories

Net inventories consist of the following:

	December 28, 2014		March 31, 2014
Raw materials	$	160,269	$	136,414
Work/contracts in process	147,333		150,071
Finished goods	244,788		271,765
Net inventories	$	552,390	$	558,250

11. Other Current and Noncurrent Liabilities

Other current and noncurrent liabilities consisted of the following:

	December 28, 2014		March 31, 2014
Other current liabilities:
Employee benefits and insurance, including pension, and other postretirement and postemployment benefits	$	71,865	$	65,858
Warranties	17,615		19,080
Interest	14,528		8,341
Environmental remediation	5,679		8,550
Rebates	30,592		17,593
Deferred lease obligations	19,391		26,257
Derivative contracts	4,468		6,212
Federal excise tax	25,559		35,892
Other	125,432		135,049
Total other current liabilities	$	315,129	$	322,832
Other noncurrent liabilities:
Environmental remediation	$	45,375	$	44,938
Management nonqualified deferred compensation plans	15,275		17,043
Income taxes	24,830		18,659
Deferred lease obligations	18,798		19,791
Other	24,429		24,513
Total other noncurrent liabilities	$	128,707	$	124,944

17

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

11. Other Current and Noncurrent Liabilities (Continued)

ATK provides product warranties, which entail repair or replacement of non-conforming items, in conjunction with sales of certain products. Estimated costs related to warranties are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date reflects the estimated liability for warranty coverage for products delivered based on historical information and current trends. The following table summarizes the changes in the product warranty:

Balance, March 31, 2014	$	19,080
Payments made	(686		)
Warranties issued	1,139
Changes related to preexisting warranties	(426		)
Balance, June 29, 2014	19,107
Payments made	(1,852		)
Warranties issued	2,233
Changes related to preexisting warranties	(734		)
Balance, September 28, 2014	18,754
Payments made	(1,146		)
Warranties issued	1,094
Changes related to preexisting warranties	(1,087		)
Balance, December 28, 2014	$	17,615

18

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

12. Long-term Debt

Long-term debt, including the current portion, consisted of the following:

	December 28, 2014		March 31, 2014
Senior Credit Facility dated November 1, 2013 (1):
Term A Loan due 2018	$	972,125	$	997,375
Term A Loan due 2019	148,125		—
Term B Loan due 2020	198,250		249,375
Revolving Credit Facility due 2018	100,000		—
5.25% Senior Notes due 2021 (2)	300,000		300,000
6.875% Senior Subordinated Notes due 2020 (3)	350,000		350,000
3.00% Convertible Senior Subordinated Notes due 2024 (4)	—		199,440
Principal amount of long-term debt	2,068,500		2,096,190
Less: Unamortized discounts	—		3,212
Carrying amount of long-term debt	2,068,500		2,092,978
Less: Current portion of long-term debt	159,997		249,228
Long-term debt	$	1,908,503	$	1,843,750

(1) In fiscal 2014, ATK entered into a Third Amended and Restated Credit Agreement (the "2013 Senior Credit Facility"), which replaced its 2010 Senior Credit Facility. The 2013 Senior Credit Facility is comprised of a Term A Loan of $1,010,000 and a $700,000 Revolving Credit Facility, both of which mature on November 1, 2018, and a Term B Loan of $250,000, which matures on November 1, 2020. The Term A Loan is subject to quarterly principal payments of $12,625, with the remaining balance due on November 1, 2018. Under the terms of the 2013 Senior Credit Facility, ATK exercised its option to increase the Term A Loan by $150,000 (the "Accordion") during the quarter ended September 28, 2014. Proceeds of the Accordion were used to partially finance the redemption of the 3.00% Convertible Notes, as discussed below. Terms of the Accordion are the same as the existing Term A Loan with the exception that it will mature on January 31, 2019, approximately three months after the existing Term A Loan. The Accordion is subject to quarterly principal payments of $1,875, with the balance due on January 31, 2019. During the quarter ended September 28, 2014, ATK also repaid $50,000 of its Term B Loan. The Term B Loan is now subject to quarterly principal payments of $499, with the remaining balance due on November 1, 2020. Substantially all domestic tangible and intangible assets of ATK and its subsidiaries are pledged as collateral under the 2013 Senior Credit Facility. Borrowings under the 2013 Senior Credit Facility bear interest at a rate equal to either the sum of a base rate plus a margin or the sum of a Eurodollar rate plus a margin. Each margin is based on ATK's senior secured credit ratings. Based on ATK's current credit rating, the current base rate margin is 1.00% and the current Eurodollar margin is 2.00%. The weighted average interest rate for the Term A Loan, after taking into account the interest rate swaps discussed below, was 2.52% at December 28, 2014. ATK pays an annual commitment fee on the unused portion of the Revolving Credit Facility based on its senior secured credit ratings. Based on ATK's current rating, this fee is currently 0.30%. As of December 28, 2014, ATK had $100,000 of borrowings against its $700,000 Revolving Credit Facility and had outstanding letters of credit of $191,009, which reduced amounts available on the Revolving Credit Facility to $408,991. Debt issuance costs totaling approximately $19,000 are being amortized over the term of each related Term Loan.

(2) In fiscal 2014, ATK issued $300,000 aggregate principal amount of 5.25% Senior Notes (the "5.25% Notes") that mature on October 1, 2021. These notes are general unsecured obligations. Interest on these notes is payable on April 1 and October 1 of each year. ATK has the right to redeem some or all of these notes from time to time on or after October 1, 2016, at specified redemption prices. Prior to October 1, 2016, ATK may redeem some or all of these notes at a price equal to 100% of their principal amount plus accrued and unpaid interest to the date of redemption and a specified make-whole premium. In addition, prior to October 1, 2016, ATK may redeem up to 35% of the aggregate principal amount of these notes with the net cash proceeds of certain equity offerings, at a price equal to 105.25% of their principal amount plus accrued and unpaid interest to the date of redemption. Debt

19

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

12. Long-term Debt (Continued)

issuance costs of approximately $3,000 related to these notes are being amortized to interest expense over 8 years, the term of the notes.

(3) In fiscal 2011, ATK issued $350,000 aggregate principal amount of 6.875% Senior Subordinated Notes ("the 6.875% Notes") that mature on September 15, 2020. These notes are general unsecured obligations. Interest on these notes is payable on March 15 and September 15 of each year. ATK has the right to redeem some or all of these notes from time to time on or after September 15, 2015, at specified redemption prices. Prior to September 15, 2015, ATK may redeem some or all of these notes at a price equal to 100% of their principal amount plus accrued and unpaid interest to the date of redemption and a specified make-whole premium. Debt issuance costs of approximately $7,100 related to these notes are being amortized to interest expense over 10 years. In accordance with the terms of the Transaction Agreement ATK anticipates redeeming these notes as during the closing process of the Transaction.

(4) In fiscal 2005, ATK issued $200,000 aggregate principal amount of 3.00% Convertible Senior Subordinated Notes (the "3.00% Convertible Notes") that were scheduled to mature on August 15, 2024. During the second quarter of fiscal 2015, ATK retired these notes and paid a total of approximately $354,000 in cash for $199,440 in principal amount. The amount paid in excess of the principal balance was recorded as a reduction to additional paid in capital of approximately $154,000 in the second quarter. The convertible shares had no impact on diluted shares outstanding for the quarter ended December 28, 2014 as the notes were redeemed during the second quarter of fiscal 2015 and an impact of 821,000 for the quarter ended December 29, 2013 because ATK's average stock price exceeded the conversion price during that period. For the nine months ended December 28, 2014 and December 29, 2013 convertible shares had an impact of 394,000 and 476,000, respectively, because ATK's average stock price exceeded the conversion price during those periods.

See Note 9 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 for additional information regarding the terms and conditions of the Company’s outstanding debt agreements.

Interest Rate Swaps

During fiscal 2014, ATK entered into five floating-to-fixed interest rate swap agreements in order to manage interest costs and the risk associated with variable interest rates. As of December 28, 2014, ATK had the following cash flow hedge interest rate swaps in place:

	Notional		Fair Value			Pay Fixed		Receive Floating		Maturity Date
Non-amortizing swap	$	100,000	$	(432	)	0.87	%	0.16	%	August 2016
Non-amortizing swap	$	100,000	$	(647	)	1.29	%	0.16	%	August 2017
Non-amortizing swap	$	100,000	$	(1,180	)	1.69	%	0.16	%	August 2018
Non-amortizing swap	$	50,000	$	105		0.65	%	0.16	%	November 2016
Non-amortizing swap	$	50,000	$	62		1.10	%	0.16	%	November 2017

The amount to be paid or received under these swaps is recorded as an adjustment to interest expense.

Rank and Guarantees

The 5.25% Notes rank senior in right of payment to the 6.875% Notes, both of which are subordinated in right of payment to all existing and future senior secured indebtedness, including the Senior Credit Facility. The outstanding notes are guaranteed on an unsecured basis, jointly and severally and fully and unconditionally, by substantially all of ATK's domestic subsidiaries. The parent company has no independent assets or operations. As a result of the acquisition of Bushnell during the third quarter of fiscal 2014, ATK's non-guarantor subsidiaries become more than minor. See footnote 20 for condensed consolidating financial information of the guarantor and non-guarantor subsidiaries. All of these guarantor subsidiaries are 100% owned by ATK. These guarantees are senior or senior subordinated obligations, as applicable, of the applicable subsidiary guarantors. The guarantee by any Subsidiary Guarantor of ATK’s obligations in respect of the 5.25% Notes and the 6.875% Notes will be released in each of the following circumstances:

• if, as a result of the sale of its capital stock, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;

20

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

12. Long-term Debt (Continued)

• if such Subsidiary Guarantor is designated as an “Unrestricted Subsidiary”;

• upon defeasance or satisfaction and discharge of the 5.25% Notes or the 6.875% Notes, as applicable; and

• if such Subsidiary Guarantor has been released from its guarantees of indebtedness under the Credit Agreement and all capital markets debt securities.

Scheduled Minimum Payments of Long-term Debt

Remainder of fiscal 2015	$	29,999
Fiscal 2016	59,997
Fiscal 2017	59,997
Fiscal 2018	59,997
Fiscal 2019 (1)	1,019,247
Thereafter	839,263
Total	$	2,068,500

(1) This balance includes $100,000 of borrowings on the Revolving Credit Facility which has been classified as current as ATK intends to repay the balance within the next 12 months.

ATK's total debt (current portion of debt and long-term debt) as a percentage of total capitalization (total debt and stockholders' equity) was 50% and 52% as of December 28, 2014 and March 31, 2014, respectively.

Covenants and Default Provisions

ATK's Senior Credit Facility and the indentures governing the 5.25% Notes and the 6.875% Notes impose restrictions on ATK, including limitations on its ability to incur additional debt, enter into capital leases, grant liens, pay dividends and make certain other payments, sell assets, or merge or consolidate with or into another entity. In addition, the Senior Credit Facility limits ATK's ability to enter into sale-and-leaseback transactions. ATK’s 5.25% Notes and its 6.875% Notes limit the aggregate sum of dividends, share repurchases, and other designated restricted payments to an amount based on ATK’s net income, stock issuance proceeds, and certain other items, less restricted payments made, since April 1, 2001. As of December 28, 2014, this limit was approximately $967,000. The 2013 Senior Credit Facility allows ATK to make unlimited “restricted payments” (as defined in the credit agreement), which, among other items, would allow payments for future stock repurchases, as long as ATK maintains a certain amount of liquidity and maintains certain senior debt limits, with a limit, when those senior debt limits are not met, of $250,000 plus proceeds of any equity issuances plus 50% of net income since October 7, 2010. The Senior Credit Facility also requires that ATK meet and maintain specified financial ratios, including a minimum interest coverage ratio, a maximum consolidated senior leverage ratio, and a maximum consolidated leverage ratio. Many of ATK's debt agreements contain cross-default provisions so that noncompliance with the covenants within one debt agreement could cause a default under other debt agreements as well. ATK's ability to comply with these covenants and to meet and maintain the financial ratios may be affected by events beyond its control. Borrowings under the 2013 Senior Credit Facility are subject to compliance with these covenants. As of December 28, 2014, ATK was in compliance with the financial covenants.

Cash Paid for Interest on Debt

Cash paid for interest totaled $53,800 and $45,931 in the nine months ended December 28, 2014, and December 29, 2013.

21

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

13. Employee Benefit Plans

The components of net periodic benefit cost are as follows:

	Pension Benefits
	Quarter Ended						Nine Months Ended
	December 28, 2014			December 29, 2013			December 28, 2014			December 29, 2013
Components of net periodic benefit cost:
Service cost	$	5,849		$	8,691		$	17,547		$	26,072
Interest cost	32,596			32,563			97,788			97,690
Expected return on plan assets	(41,803		)	(40,278		)	(125,409		)	(120,833		)
Amortization of unrecognized net loss	29,814			36,473			89,442			109,418
Amortization of unrecognized prior service cost	(5,622		)	(5,246		)	(16,866		)	(15,738		)
Net periodic benefit cost	$	20,834		$	32,203		$	62,502		$	96,609

	Other Postretirement Benefits
	Quarter Ended						Nine Months Ended
	December 28, 2014			December 29, 2013			December 28, 2014			December 29, 2013
Components of net periodic benefit cost:
Service cost	$	1		$	2		$	3		$	7
Interest cost	1,203			1,302			3,609			3,905
Expected return on plan assets	(888		)	(855		)	(2,665		)	(2,564		)
Amortization of unrecognized net loss	409			572			1,227			1,716
Amortization of unrecognized prior service cost	(2,094		)	(2,095		)	(6,282		)	(6,286		)
Net periodic benefit income	$	(1,369	)	$	(1,074	)	$	(4,108	)	$	(3,222	)

Employer Contributions. During the nine months ended December 28, 2014, ATK contributed $80,400 directly to the pension trust and $2,432 directly to retirees under its nonqualified supplemental executive retirement plan. ATK also contributed $8,138 to its other postretirement benefit plans. ATK does not anticipate making any additional contributions to the pension trust during the remainder of FY 2015. ATK anticipates making additional contributions of approximately $2,068 directly to retirees under the nonqualified plan and $2,668 to its other postretirement benefit plans during the remainder of fiscal 2015.

14. Income Taxes

ATK’s provision for income taxes includes federal, foreign, and state income taxes. Income tax provisions for interim periods are based on estimated effective annual income tax rates.

The income tax provisions for the quarters ended December 28, 2014 and December 29, 2013 represent tax rates of 45.1% and 32.7%, respectively. The increase in the rate from the prior year quarter is primarily due to the nondeductible goodwill impairment partially offset by the retroactive extension of the Federal research and development (R&D) tax credit and the absence of the nondeductible acquisition costs in the prior year.

The income tax provisions for the nine months endedDecember 28, 2014 and December 29, 2013 represent tax rates of 35.8% and 32.7%, respectively. The increase in the rate from the prior year period is primarily due to the nondeductible goodwill impairment, absence of the prior year revaluation of unrecognized tax benefits due to proposed Treasury Department regulations, and the true-up of prior-year taxes partially offset by the benefit from an initiative resulting in a tax basis adjustment and the absence of the nondeductible acquisition costs in the prior year.

22

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

14. Income Taxes (Continued)

The IRS released final regulations relating to the capitalization of tangible personal property on September 13, 2013. ATK is currently analyzing the impact of these new regulations. We do not believe they will have a material impact on our financial statements.

ATK or one of its subsidiaries files income tax returns in the U.S. federal, various U.S. state, and foreign jurisdictions. With few exceptions, ATK is no longer subject to U.S. federal, state and local, or foreign income tax examinations by tax authorities for years prior to 2008. The IRS is currently auditing ATK for fiscal 2013 and 2014. We believe appropriate provisions for all outstanding issues have been made for all remaining open years in all jurisdictions.

Although the timing and outcome of audit settlements are uncertain, it is reasonably possible that a $2,243 reduction of the uncertain tax benefits will occur in the next 12 months. The settlement of these unrecognized tax benefits could result in earnings from $0 to $1,785.

15. Stock-based Compensation

ATK has authorized 5,000,000 shares of preferred stock, par value $1.00, none of which has been issued.

Total pretax stock-based compensation expense of $4,078 and $3,129 was recognized during the quarters ended December 28, 2014 and December 29, 2013, respectively. Total pre-tax stock-based compensation expense of $12,005 and $9,437 was recognized during the nine months endedDecember 28, 2014 and December 29, 2013, respectively.

The total income tax benefit recognized in the income statement for share-based compensation was $1,564 and $1,199 during the quarters ended December 28, 2014 and December 29, 2013, respectively. The total income tax benefit recognized in the income statement for share-based compensation was $4,606 and $3,620 during the nine months endedDecember 28, 2014 and December 29, 2013, respectively.

ATK sponsors three stock-based incentive plans, which are the Alliant Techsystems Inc. 1990 Equity Incentive Plan, the Non-Employee Director Restricted Stock Plan, and the 2005 Stock Incentive Plan. As of December 28, 2014, ATK has authorized up to 3,982,360 common shares under the 2005 Stock Incentive Plan, of which 997,719 common shares are available to be granted. No new grants will be made out of the other two plans.

There are four types of awards outstanding under ATK's stock incentive plans: performance awards, total stockholder return performance awards ("TSR awards"), restricted stock, and stock options. ATK issues treasury shares upon the payment of performance awards and TSR awards, grant of restricted stock, or exercise of stock options.

As of December 28, 2014, there were up to 279,871 shares reserved for performance awards for key employees. Performance shares are valued at the fair value of ATK stock as of the grant date and expense is recognized based on the number of shares expected to vest under the terms of the award under which they are granted. Of these shares:

• up to 102,848 shares will become payable only upon achievement of certain financial performance goals, including sales and return on invested capital for the fiscal 2013 through fiscal 2015 period;

• up to 94,926 shares will become payable only upon achievement of certain performance goals, including sales and return on invested capital, for the fiscal 2014 through fiscal 2016 period; and

• up to 82,097 shares will become payable only upon achievement of certain performance goals, including sales and return on invested capital, for the fiscal 2015 through fiscal 2017 period.

There were 54,489 shares earned during fiscal 2014 upon achievement of certain financial performance goals, including EPS, for the fiscal 2012 through fiscal 2014 period, which were distributed or deferred in May 2014. As other financial performance goals were not met, 165,951 shares were forfeited during fiscal 2014.

As of December 28, 2014, there were up to 27,366 shares reserved for TSR awards for key employees. ATK uses an integrated Monte Carlo simulation model to determine the fair value of the TSR awards. The Monte Carlo model calculates the probability of satisfying the market conditions stipulated in the award. This probability is an input into the trinomial lattice model used to determine the fair value of the awards as well as the assumptions of other variables, including the risk-free interest rate and expected volatility of ATK's stock price in future periods. The risk-free rate is based on the U.S. dollar-denominated U.S. Treasury strip rate with a remaining term that approximates the life assumed at the date of grant. There were no TSR awards granted during the nine months endedDecember 28, 2014.

23

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

15. Stock-based Compensation (Continued)

Of the shares reserved for TSR awards for key employees, 27,366 shares will become payable upon satisfaction of the market conditions stipulated for the fiscal 2015 through 2017 period.

Of the shares reserved for TSR awards for key employees, 42,022 shares were earned during fiscal 2014 as the market conditions stipulated for the fiscal 2012 through 2014 period were satisfied. The remaining 3,958 TSR awards were forfeited during fiscal 2014.

Restricted stock granted to non-employee directors and certain key employees totaled 39,499 shares during the nine months endedDecember 28, 2014. Restricted shares vest over periods generally ranging from one to three years from the date of award and are valued at the fair value of ATK's common stock as of the grant date.

Stock options may be granted periodically, with an exercise price equal to the fair market value of ATK's common stock on the date of grant, and generally vest from one to three years from the date of grant. Options are generally granted with seven-year or ten-year terms. The weighted average fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model and represents the difference between fair market value on the date of grant and the estimated market value on the expected exercise date. The option pricing model requires ATK to make assumptions. The risk-free rate is based on U.S. Treasury zero-coupon issues with a remaining term that approximates the expected life assumed at the date of grant. Expected volatility is based on the historical volatility of ATK's stock over the past seven years. The expected option life is based on the contractual term of the stock option and expected employee exercise and post-vesting employment termination trends. There were no stock options granted during the nine months endedDecember 28, 2014. The weighted average fair value of options granted was $23.00 during the nine months ended December 29, 2013.

The following weighted average assumptions were used for grants:

	Nine Months Ended December 29, 2013
Risk-free rate	1.86%
Expected volatility	25.95%
Expected dividend yield	1.58%
Expected option life	7 years

16. Contingencies

Litigation.    From time to time, ATK is subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of ATK's business. ATK does not consider any of such proceedings that are currently pending, individually or in the aggregate, notwithstanding that the unfavorable resolution of any matter may have a material effect on our net earnings in any particular quarter, to be material to its business or likely to result in a material adverse effect on its operating results, financial condition, or cash flows.

On July 30, 2013, Raytheon Company filed a lawsuit against ATK in the Superior Court of the State of Arizona.  The suit involves ATK's longstanding production of rocket motors used in Raytheon's Advanced Medium-Range Air-to-Air Missiles (AMRAAM).  In the filing, Raytheon's primary allegation is that ATK breached certain of the production contracts by not delivering rocket motors.  Raytheon is claiming damages exceeding $100,000. ATK disputes the allegations of Raytheon's complaint. Although it is not possible at this time to predict the outcome of the litigation, ATK believes, based on all currently available information, that the outcome will not have a material adverse effect on its operating results, financial condition or cash flows. As a result of the uncertainty regarding the outcome of this matter, no provision has been made in the financial statements with respect to this contingent liability.

On May 5, 2014, a purported stockholder class action and derivative complaint was filed in the Circuit Court of Arlington County, Virginia by Michael Blank, who claims to be a stockholder of Orbital, alleging, among other things, that the directors of Orbital breached their fiduciary duties in connection with the Transaction between Orbital and ATK, as described above, and alleging that ATK aided and abetted such breaches of fiduciary duty. A similar purported class action was filed on May 9, 2014, by Gregory Ericksen in the Court of Chancery of the State of Delaware. Plaintiffs in Virginia and Delaware seek, among other relief, to enjoin the Transaction (or, in the Delaware action, to rescind it in the event it is consummated).

On January 16, 2015, following arm's-length negotiation, the parties to In re Orbital Sciences Corporation Stockholder Litigation, C.A. No. 9635-VCN, entered into a Memorandum of Understanding (“MOU”) providing for the settlement in

24

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

16. Contingencies (Continued)

principle of all claims asserted in the action, subject to the approval of the court.  Pursuant to the terms of the MOU, Orbital and ATK agreed to make additional information available to Orbital’s stockholders.  That additional information, which should be read in concert with the previously filed joint proxy statement/prospectus, was included in a Form 8-K filing by Orbital on January 16, 2015.  In addition, the defendants agreed to negotiate in good faith with plaintiffs’ counsel regarding an appropriate amount of fees and expenses to be paid to plaintiffs’ counsel by Orbital or its successor.

ATK, Orbital and the other defendants continue to deny all of the allegations in the lawsuit and believe the disclosures in the joint proxy statement/prospectus are adequate under the law.  Nevertheless, ATK, Orbital and the other defendants have agreed to settle the lawsuit for legal expenses incurred to date in order to avoid the burden, expense, distraction and uncertainties inherent in further litigation.

If approved by the court, the settlement provides for dismissal with prejudice of the lawsuit and provides for the release of any and all claims arising from the merger, except for those relating to any alleged material inaccuracy in ATK's historical financial statements.

There can be no assurance that the parties will ultimately enter into a definitive settlement agreement or that the court will approve the settlement. In such event, or if the merger is not consummated for any reason, the proposed settlement will be null and void and of no force and effect. Payments made in connection with the settlement, which are subject to court approval, are not expected to be material. The settlement will not affect the consideration to be received by Orbital's stockholders in the merger or the timing of the anticipated closing of the merger.

U.S. Government Investigations.    ATK is also subject to U.S. Government investigations from which civil, criminal, or administrative proceedings could result. Such proceedings could involve claims by the U.S. Government for fines, penalties, compensatory and treble damages, restitution, and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. ATK believes, based upon all available information, that the outcome of any such pending government investigations will not have a material adverse effect on its operating results, financial condition, or cash flows.

Claim Recovery.    Profits expected to be realized on contracts are based on management's estimates of total contract sales value and costs at completion. Estimated amounts for contract changes and claims are included in contract sales only when realization is estimated to be probable. At December 28, 2014, based on progress to date on certain contracts, there is approximately $42,991 included in unbilled receivables for contract claims compared to $35,113 as of March 31, 2014.

Environmental Liabilities.    ATK's operations and ownership or use of real property are subject to a number of federal, state, and local environmental laws and regulations, including those for discharge of hazardous materials, remediation of contaminated sites, and restoration of damage to the environment. At certain sites that ATK owns or operates or formerly owned or operated, there is known or potential contamination that ATK is required to investigate or remediate. ATK could incur substantial costs, including remediation costs, resource restoration costs, fines, and penalties, or third party property damage or personal injury claims, as a result of liabilities associated with past practices or violations of environmental laws or noncompliance with environmental permits.

The liability for environmental remediation represents management's best estimate of the present value of the probable and reasonably estimable costs related to known remediation obligations. The receivable represents the present value of the amount that ATK expects to recover, as discussed below. Both the liability and receivable have been discounted to reflect the present value of the expected future cash flows, using a discount rate of 0.75% and 1.5% as of December 28, 2014 and March 31, 2014, respectively. ATK's discount rate is calculated using the 20-year Treasury constant maturities rate, net of an estimated inflationary factor of 1.9%, rounded to the nearest quarter percent. The following is a summary of the amounts recorded for environmental remediation:

	December 28, 2014						March 31, 2014
	Payable			Receivable			Payable			Receivable
Amounts (payable) receivable	$	(53,711	)	$	27,640		$	(58,194	)	$	28,540
Unamortized discount	2,657			(1,241		)	4,706			(2,152		)
Present value amounts (payable) receivable	$	(51,054	)	$	26,399		$	(53,488	)	$	26,388

25

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

16. Contingencies (Continued)

Amounts expected to be paid or received in periods more than one year from the balance sheet date are classified as noncurrent. Of the $51,054 discounted liability as of December 28, 2014, $5,679 was recorded within other current liabilities and $45,375 was recorded within other long-term liabilities. Of the $26,399 discounted receivable, ATK recorded $3,559 within other current assets and $22,840 within other noncurrent assets. As of December 28, 2014, the estimated discounted range of reasonably possible costs of environmental remediation was $51,054 to $80,730.

ATK expects that a portion of its environmental compliance and remediation costs will be recoverable under U.S. Government contracts. Some of the remediation costs that are not recoverable from the U.S. Government that are associated with facilities purchased in a business acquisition may be covered by various indemnification agreements, as described in Note 13 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014.

ATK has been identified as a potentially responsible party (“PRP”), along with other parties, in several regulatory agency actions associated with hazardous waste sites. As a PRP, ATK may be required to pay a share of the costs of the investigation and clean-up of these sites. While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, ATK has concluded that these matters, individually or in the aggregate, will not have a material adverse effect on the Company's operating results, financial condition, or cash flows.

17. Share Repurchases

On January 31, 2012, ATK's Board of Directors authorized a share repurchase program of up to $200,000 worth of shares of ATK common stock, executable over the next two years. On January 29, 2014, ATK's Board of Directors extended the share repurchase program through March 31, 2015. The shares may be purchased from time to time in open market, block purchase, or negotiated transactions, subject to compliance with applicable laws and regulations. The repurchase authorization also allows the Company to make repurchases under Rule 10b5-1 of the Securities Exchange Act of 1934. During the quarter ended December 29, 2013, ATK repurchased 35,253 shares for $3,871. During the nine months endedDecember 29, 2013, ATK repurchased 609,922 shares for $52,130. In accordance with the Transaction Agreement ATK entered into on April 28, 2014, ATK will not repurchase any outstanding shares prior to the closing of the Transaction.

18. Changes in Estimates

The majority of ATK’s sales are accounted for as long-term contracts, which are accounted for under the percentage-of-completion method (“POC”). Accounting for contracts under the POC method requires judgment relative to assessing risks and estimating contract revenues and costs. Profits expected to be realized on contracts are based on management’s estimates of total contract sales value and costs at completion. Estimated amounts for contract changes, including scope and claims, are included in contract sales only when realization is estimated to be probable. Assumptions used for recording sales and earnings are adjusted in the period of change to reflect revisions in contract value and estimated costs. In the period in which it is determined that a loss will be incurred on a contract, the entire amount of the estimated gross margin loss is charged to cost of sales. Changes in estimates of contract sales, costs, or profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current or prior periods. The effect of the changes on future periods of contract performance is recognized as if the revised estimate had been used since contract inception.

Changes in contract estimates occur for a variety of reasons including changes in contract scope, unforeseen changes in contract cost estimates, positive or negative, due to unanticipated cost growth or risks affecting contract costs and/or the resolution of contract risks at lower costs than anticipated, as well as changes in contract overhead costs over the performance period. Changes in estimates could have a material effect on the Company’s consolidated financial position or annual results of operations. Aggregate net changes in contract estimates recognized using the cumulative catch-up method of accounting increased operating income by $19,220 and $19,657 for the quarters ended December 28, 2014 and December 29, 2013, respectively. The current quarter adjustments were primarily driven by higher profit expectations in the Armament Systems and

26

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

18. Changes in Estimates (Continued)

Aerospace Structures divisions. The prior year quarter adjustments were primarily driven by higher profit expectations in the Small Caliber Systems and Armament Systems divisions.

Aggregate net changes in contract estimates recognized using the cumulative catch-up method of accounting increased operating income by $62,201 and $86,937 for the nine months endedDecember 28, 2014 and December 29, 2013, respectively. The current year nine-month period adjustments were primarily driven by higher profit expectations in Space Systems Operations and Defense Electronics System, Armament Systems, and Missile Products divisions. The prior year nine-month period adjustments were primarily driven by higher profit expectations of $39,125 in the Small Caliber Systems division due to operational efficiencies, a successful in-sourcing initiative, and reduced operational risk as a contract nears completion, and for programs in the Space Systems Operations and Aerospace Structures divisions.

19. Realignment Obligations

In May 2014, ATK consolidated its Eden Prairie, Minnesota corporate facility. In conjunction with this consolidation, ATK incurred realignment charges in the first quarter of fiscal 2015. The charges related primarily to the fair value of the remaining lease rentals, asset impairment charges, and costs associated with facility reconfiguration. In the quarter and nine months ended December 29, 2013, ATK incurred realignment expenses of approximately $2,600 and $8,000, respectively, associated with restructuring and facility rationalization costs in tactical military accessories within the Sporting Group. The charges related primarily to termination benefits offered to employees, asset impairment charges, and costs associated with the closure of certain facilities. ATK had no realignment liability as of March 31, 2014. The following table summarizes ATK’s realignment liability activity during fiscal 2015 related to the remaining lease rentals and relocation and other costs that were recorded in General and administrative expense:

	Remaining Lease Rentals		Asset Impairment			Facility Closure and Other Costs			Total
Balance, March 31, 2014	$	—	$	—		$	—		$	—
Expense	6,774		2,465			1,385			10,624
Cash paid	—		—			(1,385		)	(1,385		)
Noncash settlements	—		(2,465		)	—			(2,465		)
Balance, December 28, 2014	$	6,774	$	—		$	—		$	6,774

20. Condensed Consolidated Financial Statements

In accordance with the provisions of the 6.875% Notes, and the 5.25% Notes, the outstanding notes are guaranteed on an unsecured basis, jointly and severally and fully and unconditionally, by substantially all of ATK's domestic subsidiaries. The parent company has no independent assets or operations. All of these guarantor subsidiaries are 100% owned by ATK. These guarantees are senior or senior subordinated obligations, as applicable, of the applicable subsidiary guarantors. On November 1, 2013, ATK acquired Bushnell, a leading global designer, marketer and distributor of branded sports optics, outdoor accessories and performance eyewear. As a result of this acquisition and the increase in the number of non-guarantor subsidiaries, the subsidiaries of ATK other than the subsidiary guarantors are no longer considered minor and therefore the consolidating financial information of the guarantor and non-guarantor subsidiaries is presented prospectively below.

27

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

20. Condensed Consolidated Financial Statements (Continued)

ALLIANT TECHSYSTEMS INC.
Condensed Consolidated Statement of Comprehensive Income
Quarter Ended December 28, 2014
(unaudited)
	Parent Issuer			Guarantors		Non-guarantors			Consolidating Adjustments			Consolidated
Sales	$	—		$	1,192,946	$	69,519		$	(11,087	)	$	1,251,378
Cost of sales	—			919,025		39,596			(11,087		)	947,534
Gross profit	—			273,921		29,923			—			303,844
Operating expenses:
Research and development	—			12,195		(1		)	—			12,194
Selling	—			52,327		9,795			—			62,122
General and administrative	4,078			63,771		4,688			—			72,537
Goodwill/tradename impairment	—			52,220		—			—			52,220
Income before interest, income taxes, and noncontrolling interest	(4,078		)	93,408		15,441			—			104,771
Equity in income/(loss) of subsidiaries	61,345			10,272		—			(71,617		)	—
Interest expense	(21,438		)	1		(937		)	980			(21,394		)
Interest income	—			912		96			(980		)	28
Income before income taxes and noncontrolling interest	35,829			104,593		14,600			(71,617		)	83,405
Income taxes	(9,818		)	43,104		4,331			—			37,617
Net income before noncontrolling interest	45,647			61,489		10,269			(71,617		)	45,788
Less net income attributable to noncontrolling interest	—			—		141			—			141
Net income attributable to Alliant Techsystems Inc.	$	45,647		$	61,489	$	10,128		$	(71,617	)	$	45,647
Comprehensive income:
Net income before noncontrolling interest	$	45,647		$	61,489	$	10,269		$	(71,617	)	$	45,788
Total other comprehensive income (loss)	3,638			11,315		(7,677		)	(3,638		)	3,638
Comprehensive income (loss)	49,285			72,804		2,592			(75,255		)	49,426
Less comprehensive income attributable to noncontrolling interest	—			—		141			—			141
Comprehensive income (loss) attributable to Alliant Techsystems Inc.	$	49,285		$	72,804	$	2,451		$	(75,255	)	$	49,285

28

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

20. Condensed Consolidated Financial Statements (Continued)

ALLIANT TECHSYSTEMS INC.
Condensed Consolidated Statement of Comprehensive Income
Nine Months Ended December 28, 2014
(unaudited)
	Parent Issuer			Guarantors		Non-guarantors			Consolidating Adjustments			Consolidated
Sales	$	—		$	3,633,504	$	164,339		$	2,174		$	3,800,017
Cost of sales	—			2,787,795		95,544			2,174			2,885,513
Gross profit	—			845,709		68,795			—			914,504
Operating expenses:
Research and development	—			30,923		101						31,024
Selling	—			156,217		29,149						185,366
General and administrative	12,005			198,783		14,103						224,891
Goodwill/tradename impairment				52,220		—			—			52,220
Income before interest, income taxes, and noncontrolling interest	(12,005		)	407,566		25,442			—			421,003
Equity in income/(loss) of subsidiaries	275,688			15,220		—			(290,908		)	—
Interest expense	(68,189		)	—		(2,865		)				(68,169		)
Interest income	—			2,667		290						72
Income before income taxes and noncontrolling interest	195,494			425,453		22,867			(290,908		)	352,906
Income taxes	(30,859		)	149,661		7,460			—			126,262
Net income before noncontrolling interest	226,353			275,792		15,407			(290,908		)	226,644
Less net income attributable to noncontrolling interest	—			—		291			—			291
Net income attributable to Alliant Techsystems Inc.	$	226,353		$	275,792	$	15,116		$	(290,908	)	$	226,353
Comprehensive income:
Net income before noncontrolling interest	$	226,353		$	275,792	$	15,407		$	(290,908	)	$	226,644
Total other comprehensive income (loss)	27,909			43,324		(15,415		)	(27,909		)	27,909
Comprehensive income (loss)	254,262			319,116		(8		)	(318,817		)	254,553
Less comprehensive income attributable to noncontrolling interest	—			—		291			—			291
Comprehensive income (loss) attributable to Alliant Techsystems Inc.	$	254,262		$	319,116	$	(299	)	$	(318,817	)	$	254,262

29

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

20. Condensed Consolidated Financial Statements (Continued)

ALLIANT TECHSYSTEMS INC.
Condensed Consolidated Statement of Comprehensive Income
Quarter Ended December 29, 2013
(unaudited)
	Parent Issuer			Guarantors		Non-guarantors			Consolidating Adjustments			Consolidated
Sales	$	—		$	1,165,686	$	62,901		$	(20,183	)	$	1,208,404
Cost of sales	—			891,821		47,596			(20,183		)	919,234
Gross profit	—			273,865		15,305			—			289,170
Operating expenses:
Research and development	—			11,853		46			—			11,899
Selling	—			50,441		6,511			—			56,952
General and administrative	3,129			66,738		4,477			—			74,344
Income before interest, income taxes, and noncontrolling interest	(3,129		)	144,833		4,271			—			145,975
Equity in income/(loss) of subsidiaries	99,743			2,258		—			(102,001		)	—
Interest expense	(28,501		)	—		—			—			(28,501		)
Interest income	—			1,661		132			—			1,793
Income before income taxes and noncontrolling interest	68,113			148,752		4,403			(102,001		)	119,267
Income taxes	(12,173		)	49,612		1,515			—			38,954
Net income before noncontrolling interest	80,286			99,140		2,888			(102,001		)	80,313
Less net income attributable to noncontrolling interest	—			—		27			—			27
Net income attributable to Alliant Techsystems Inc.	$	80,286		$	99,140	$	2,861		$	(102,001	)	$	80,286
Comprehensive income:
Net income before noncontrolling interest	$	80,286		$	99,140	$	2,888		$	(102,001	)	$	80,313
Total other comprehensive income (loss)	18,964			18,372		(1,654		)	(16,718		)	18,964
Comprehensive income (loss)	99,250			117,512		1,234			(118,719		)	99,277
Less comprehensive income attributable to noncontrolling interest	—			—		27			—			27
Comprehensive income (loss) attributable to Alliant Techsystems Inc.	$	99,250		$	117,512	$	1,207		$	(118,719	)	$	99,250

30

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

20. Condensed Consolidated Financial Statements (Continued)

ALLIANT TECHSYSTEMS INC.
Condensed Consolidated Statement of Comprehensive Income
Nine Months Ended December 29, 2013
(unaudited)
	Parent Issuer			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Sales	$	—		$	3,366,598		$	98,047		$	(35,119	)	$	3,429,526
Cost of sales	—			2,585,195			80,843			(35,119		)	2,630,919
Gross profit	—			781,403			17,204			—			798,607
Operating expenses:
Research and development	—			33,922			204			—			34,126
Selling	—			138,874			7,743			—			146,617
General and administrative	9,437			182,140			6,426			—			198,003
Income before interest, income taxes, and noncontrolling interest	(9,437		)	426,467			2,831			—			419,861
Equity in income/(loss) of subsidiaries	286,172			(1,432		)	—			(284,740		)	—
Interest expense	(57,634		)	—			—			—			(57,634		)
Interest income	—			1,569			315			—			1,884
Income before income taxes and noncontrolling interest	219,101			426,604			3,146			(284,740		)	364,111
Income taxes	(25,809		)	142,303			2,497			—			118,991
Net income before noncontrolling interest	244,910			284,301			649			(284,740		)	245,120
Less net income attributable to noncontrolling interest	—			—			210			—			210
Net income attributable to Alliant Techsystems Inc.	$	244,910		$	284,301		$	439		$	(284,740	)	$	244,910
Comprehensive income:
Net income before noncontrolling interest	$	244,910		$	284,301		$	649		$	(284,740	)	$	245,120
Total other comprehensive income (loss)	52,733			54,900			(1,620		)	(53,280		)	52,733
Comprehensive income (loss)	297,643			339,201			(971		)	(338,020		)	297,853
Less comprehensive income attributable to noncontrolling interest	—			—			210			—			210
Comprehensive income (loss) attributable to Alliant Techsystems Inc.	$	297,643		$	339,201		$	(1,181	)	$	(338,020	)	$	297,643

31

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

20. Condensed Consolidated Financial Statements (Continued)

ALLIANT TECHSYSTEMS INC.
Condensed Consolidated Balance Sheet
December 28, 2014
(unaudited)
	Parent Issuer		Guarantors		Non-guarantors			Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	92,105	$	20,815		$	—		$	112,920
Net receivables	—		1,654,270		57,384			—			1,711,654
Due from affiliates	—		—		4,082			(4,082		)	—
Net inventories	—		489,808		62,582			—			552,390
Income tax receivable	—		38,044		(4,811		)	—			33,233
Deferred income taxes	—		93,300		4,555			—			97,855
Other current assets	983		76,930		3,487			—			81,400
Total current assets	983		2,444,457		148,094			(4,082		)	2,589,452
Net property, plant, and equipment	—		680,137		12,855			—			692,992
Investment in subsidiaries	6,205,902		184,547		—			(6,390,449		)	—
Goodwill	—		1,764,231		119,480			—			1,883,711
Net intangibles	—		493,968		43,200			—			537,168
Due from affiliates	—		2,158,532		—			(2,158,532		)	—
Deferred charges and other noncurrent assets	21,561		93,426		1,409			—			116,396
Total assets	$	6,228,446	$	7,819,298	$	325,038		$	(8,553,063	)	$	5,819,719
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	159,997	$	—	$	—		$	—		$	159,997
Accounts payable	—		324,974		16,723			—			341,697
Due to affiliates	—		4,082		—			(4,082		)	—
Contract advances and allowances	—		142,628		114			—			142,742
Accrued compensation	—		96,959		3,358			—			100,317
Other current liabilities	18,996		279,128		17,005			—			315,129
Total current liabilities	178,993		847,771		37,200			(4,082		)	1,059,882
Long-term debt	1,908,503		—		—			—			1,908,503
Postretirement and postemployment benefits	—		67,253		—			—			67,253
Pension	—		464,869		—			—			464,869
Deferred income taxes	—		128,404		12,954			—			141,358
Due to affiliates	2,100,143		—		58,389			(2,158,532		)	—
Other noncurrent liabilities	2,514		125,661		532			—			128,707
Total liabilities	4,190,153		1,633,958		109,075			(2,162,614		)	3,770,572
Shareholders’ equity attributable to ATK and subsidiaries	2,038,293		6,185,340		205,109			(6,390,449		)	2,038,293
Noncontrolling interest	—		—		10,854			—			10,854
Total equity	2,038,293		6,185,340		215,963			(6,390,449		)	2,049,147
Total liabilities and equity	$	6,228,446	$	7,819,298	$	325,038		$	(8,553,063	)	$	5,819,719

32

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

20. Condensed Consolidated Financial Statements (Continued)

ALLIANT TECHSYSTEMS INC.
Condensed Consolidated Balance Sheet
March 31, 2014
(unaudited)
	Parent Issuer		Guarantors		Non-guarantors		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	220,056	$	46,576	$	—		$	266,632
Net receivables	—		1,418,583		55,237					1,473,820
Due from affiliates	—		4,876		—		(4,876		)	—
Net inventories	—		499,046		59,204					558,250
Deferred income taxes	—		88,543		5,073					93,616
Other current assets	—		57,324		11,956					69,280
Total current assets	—		2,288,428		178,046		(4,876		)	2,461,598
Net property, plant, and equipment	—		684,424		13,127					697,551
Investment in subsidiaries	5,921,889		203,738		—		(6,125,627		)	—
Goodwill	—		1,783,737		133,184					1,916,921
Net intangibles	—		527,565		50,285					577,850
Due from affiliates	—		1,997,307		—		(1,997,307		)	—
Deferred charges and other noncurrent assets	24,600		92,475		151					117,226
Total assets	$	5,946,489	$	7,577,674	$	374,793	$	(8,127,810	)	$	5,771,146
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	249,228	$	—	$	—	$	—		$	249,228
Accounts payable	—		300,132		15,473		—			315,605
Due to affiliates	—		—		4,876		(4,876		)	—
Contract advances and allowances	—		105,592		195		—			105,787
Compensation	—		125,908		2,913		—			128,821
Income taxes	—		6,254		1,623		—			7,877
Other current liabilities	14,553		269,809		38,470		—			322,832
Total current liabilities	263,781		807,695		63,550		(4,876		)	1,130,150
Long-term debt	1,843,750		—		—		—			1,843,750
Deferred income taxes	—		103,149		14,366		—			117,515
Postretirement and postemployment benefits	—		74,874		—		—			74,874
Pension	—		557,775		—		—			557,775
Due to affiliates	1,925,136		—		72,168		(1,997,304		)	—
Other noncurrent liabilities	2,247		122,153		544					124,944
Total liabilities	4,034,914		1,665,646		150,628		(2,002,180		)	3,849,008
Stockholders’ equity attributable to ATK and subsidiaries	1,911,575		5,912,028		213,602		(6,125,630		)	1,911,575
Noncontrolling interest	—		—		10,563		—			10,563
Total equity	1,911,575		5,912,028		224,165		(6,125,630		)	1,922,138
Total liabilities and equity	$	5,946,489	$	7,577,674	$	374,793	$	(8,127,810	)	$	5,771,146

33

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

20. Condensed Consolidated Financial Statements (Continued)

ALLIANT TECHSYSTEMS INC.
Condensed Consolidated Statement of Cash Flows
Nine Months Ended December 28, 2014
(unaudited)
	Parent Issuer			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Operating Activities:
Cash provided by (used for) operating activities	$	(8,076	)	$	182,718		$	(13,456	)	$	(7,000	)	$	154,186
Investing Activities:
Capital expenditures	—			(88,356		)	(3,635		)	—			(91,991		)
Due to (from) Affiliates	—			(224,471		)	—			224,471			—
Proceeds from the disposition of property, plant, and equipment	—			2,158			(4		)	—			2,154
Cash provided by (used for) investing activities	—			(310,669		)	(3,639		)	224,471			(89,837		)
Financing Activities
Due to (from) Affiliates	224,471			—			—			(224,471		)	—
Borrowings on line of credit	635,000			—			—			—			635,000
Repayments of line of credit	(535,000		)	—			—			—			(535,000		)
Payments made on bank debt	(28,250		)	—			—			—			(28,250		)
Payments made to extinguish debt	(404,462		)	—			—			—			(404,462		)
Proceeds from issuance of long-term debt	150,000			—			—			—			150,000
Payments made for debt issue costs	(1,008		)	—			—			—			(1,008		)
Purchase of treasury shares	(9,001		)	—			—			—			(9,001		)
Dividends paid	(30,657		)	—			(7,000		)	7,000			(30,657		)
Excess tax benefits from share-based plans	6,983			—			—			—			6,983
Cash provided by (used for) financing activities	8,076			—			(7,000		)	(217,471		)	(216,395		)
Effect of foreign currency exchange rate fluctuations on cash	—			—			(1,666		)	—			(1,666		)
Decrease in cash and cash equivalents	—			(127,951		)	(25,761		)	—			(153,712		)
Cash and cash equivalents at beginning of period	—			220,056			46,576			—			266,632
Cash and cash equivalents at end of period	$	—		$	92,105		$	20,815		$	—		$	112,920

34

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

20. Condensed Consolidated Financial Statements (Continued)

ALLIANT TECHSYSTEMS INC.
Condensed Consolidated Statement of Cash Flows
Nine Months Ended December 29, 2013
(unaudited)
	Parent Issuer			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Operating Activities:
Cash provided by (used for) operating activities	$	7,060		$	202,788		$	17,436		$	(5,000	)	$	222,284
Investing Activities
Capital expenditures	—			(79,997		)	(583		)	—			(80,580		)
Acquisition of business, net of cash acquired	(1,344,119		)	36,978			5,544			—			(1,301,597		)
Due to (from) Affiliates	—			(410,359		)	—			410,359			—
Proceeds from the disposition of property, plant, and equipment	—			5,326			—			—			5,326
Cash used for investing activities	(1,344,119		)	(448,052		)	4,961			410,359			(1,376,851		)
Financing Activities
Due to (from) Affiliates	410,359			—			—			(410,359		)	—
Borrowings on line of credit	280,000			—			—			—			280,000
Repayments of line of credit	(280,000		)	—			—			—			(280,000		)
Payments made on bank debt	(25,000		)	—			—			—			(25,000		)
Payments made to extinguish debt	(510,000		)	—			—			—			(510,000		)
Proceeds from issuance of long-term debt	1,560,000			—			—			—			1,560,000
Payments made for debt issue costs	(21,641		)	—			—			—			(21,641		)
Purchase of treasury shares	(53,270		)	—			—			—			(53,270		)
Dividends paid	(24,951		)	—			(5,000		)	5,000			(24,951		)
Proceeds from employee stock compensation plans	729			—			—			—			729
Excess tax benefits from share-based plans	833			—			—			—			833
Cash provided by (used for) financing activities	1,337,059			—			(5,000		)	(405,359		)	926,700
Effect of foreign currency exchange rate fluctuations on cash	—			(820		)	1,155			—			335
Decrease in cash and cash equivalents	—			(246,084		)	18,552			—			(227,532		)
Cash and cash equivalents at beginning of period	—			382,725			34,564			—			417,289
Cash and cash equivalents at end of period	$	—		$	136,641		$	53,116		$	—		$	189,757

21. Operating Segment Information

ATK operates its business structure within three operating groups. These operating segments (“groups”) are defined based on the reporting and review process used by ATK’s chief executive officer and other management.  The operating structure aligns ATK’s capabilities and resources with its customers and markets and positions the Company for long-term growth and improved profitability. Each group is described below: 

• Aerospace Group, which generated 26% of ATK’s external sales in the nine months endedDecember 28, 2014, develops and produces rocket motor systems for human and cargo launch vehicles, conventional and strategic missiles, and missile defense interceptors. They also produce small- and micro-satellites, satellite components, structures and subsystems, lightweight space deployables and solar arrays, and provide engineering and technical services.  Additionally, the Aerospace Group operates in the military and commercial aircraft and launch structures markets.  Other products include ordnance, such as decoy and illuminating flares.

• Defense Group, which generated 31% of ATK’s external sales in the nine months endedDecember 28, 2014, develops and produces military small-, medium-, and large-caliber ammunition, propulsion systems for tactical missiles and

35

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

21. Operating Segment Information (Continued)

missile defense applications, strike weapons, precision munitions, gun systems, aircraft survivability systems, fuzes and warheads, energetic materials and special mission aircraft.

• Sporting Group, which generated 43% of ATK’s external sales in the nine months endedDecember 28, 2014, develops, produces, and provides commercial ammunition, accessories, rifles and shotguns for the hunting, shooting, law enforcement, outdoor and sporting markets.

No contract contributed more than 10% of total external sales during the nine months endedDecember 28, 2014 and December 29, 2013 .

The following summarizes ATK's results by segment:

	Quarter Ended						Nine Months Ended
	December 28, 2014			December 29, 2013			December 28, 2014			December 29, 2013
Sales to external customers:
Aerospace Group	$	319,916		$	313,222		$	971,347		$	930,080
Defense Group	426,950			373,304			1,233,081			1,203,743
Sporting Group	504,512			521,878			1,595,589			1,295,703
Total sales to external customers	1,251,378			1,208,404			3,800,017			3,429,526
Intercompany sales:
Aerospace Group	4,717			4,856			15,395			14,589
Defense Group	39,066			81,945			162,820			198,223
Sporting Group	2,369			2,350			7,406			8,191
Eliminations	(46,152		)	(89,151		)	(185,621		)	(221,003		)
Total intercompany sales	—			—			—			—
Total sales	$	1,251,378		$	1,208,404		$	3,800,017		$	3,429,526
Income before interest, income taxes and noncontrolling interest:
Aerospace Group	$	40,000		$	33,383		$	117,725		$	111,039
Defense Group	48,553			53,078			144,038			170,236
Sporting Group	18,322			81,119			171,744			183,059
Corporate	(2,104		)	(21,605		)	(12,504		)	(44,473		)
Total income before interest, income taxes, and noncontrolling interest	$	104,771		$	145,975		$	421,003		$	419,861

	December 28, 2014		March 31, 2014
Assets:
Aerospace Group	$	1,711,185	$	1,646,563
Defense Group	1,390,527		1,209,150
Sporting Group	2,401,722		2,382,617
Corporate	316,285		532,816
Total assets	$	5,819,719	$	5,771,146

Certain administrative functions are primarily managed by ATK at the corporate headquarters ("Corporate"). Some examples of such functions are human resources, pension and postretirement benefits, corporate accounting, legal, tax, and treasury. Significant assets and liabilities managed at Corporate include those associated with debt, pension and postretirement benefits, environmental liabilities, strategic growth costs, and income taxes.

Costs related to the administrative functions managed by Corporate are either recorded at Corporate or allocated to the business units based on the nature of the expense. The difference between pension and postretirement benefit expense

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

(Amounts in thousands except share and per share data and unless otherwise indicated)

21. Operating Segment Information (Continued)

calculated under Financial Accounting Standards and the expense calculated under U.S. Cost Accounting Standards is recorded at the corporate level which provides for greater clarity on the operating results of the business segments. Administrative expenses, such as corporate accounting, legal, and treasury costs, are allocated out to the business segments. Environmental expenses are allocated to each segment based on the origin of the underlying environmental cost. Transactions between segments are recorded at the segment level, consistent with ATK's financial accounting policies. Intercompany balances and transactions involving different segments are eliminated at ATK's consolidated financial statements level. These eliminations are shown above in "Corporate" and were $5,254 and $9,689 for the quarters ended December 28, 2014 and December 29, 2013, respectively, and $18,787 and $21,258 for the nine months endedDecember 28, 2014 and December 29, 2013, respectively.

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollar amounts in thousands except share and per share data or unless otherwise indicated)

Forward-Looking Information is Subject to Risk and Uncertainty

Some of the statements made and information contained in this report, excluding historical information, are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give ATK's current expectations or forecasts of future events. Words such as "may," "will," "expected," "intend," "estimate," "anticipate," "believe," "project," or "continue," and similar expressions are used to identify forward-looking statements. From time to time, ATK also may provide oral or written forward-looking statements in other materials released to the public. Any or all forward-looking statements in this report and in any public statements ATK makes could be materially different. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Any change in the following factors may impact the achievement of results:

• reductions or changes in NASA or U.S. Government military spending, timing of payments and budgetary policies, including impacts of sequestration under the Budget Control Act of 2011, and sourcing strategies,

• intense competition for U.S. Government contracts and programs,

• increases in costs, which ATK may not be able to react to due to the nature of its U.S. Government contracts,

• changes in cost and revenue estimates and/or timing of programs,

• the potential termination of U.S. Government contracts and the potential inability to recover termination costs,

• other risks associated with U.S. Government contracts that might expose ATK to adverse consequences,

• government laws and other rules and regulations applicable to ATK, including procurement and import-export control,

• the novation of U.S. Government contracts,

• intense competition in the commercial ammunition, firearms, and accessories markets,

• reduction or change in demand and manufacturing costs for commercial ammunition, firearms or accessories, including the risk that placed orders exceed actual customer requirements,

• changes in the regulation of the manufacture, sale and purchase of firearms and ammunition could adversely affect ATK,

• the manufacture and sale of products that create exposure to potential product liability, warranty liability or personal injury claims and litigation,

• risks associated with expansion into new and adjacent commercial markets,

• results of acquisitions or other transactions, including the Company's ability to successfully integrate acquired businesses and realize anticipated synergies, cost savings and other benefits, and costs incurred for pursuits and proposed acquisitions that have not yet or may not close, including the announced spin-off of the Sporting Group and ATK's merger with Orbital Sciences Corporation,

• greater risk associated with international business, including foreign currency exchange rates and fluctuations in those rates,

• federal and state regulation of defense products, ammunition, and firearms,

• costs of servicing ATK's debt, including cash requirements and interest rate fluctuations,

• actual pension and other postretirement plan asset returns and assumptions regarding future returns, discount rates, service costs, mortality rates, and health care cost trend rates,

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• security threats, including cybersecurity and other industrial and physical security threats, and other disruptions,

• supply, availability, and costs of raw materials and components, including commodity price fluctuations,

• new regulations related to conflict minerals,

• performance of ATK's subcontractors,

• development of key technologies and retention of a qualified workforce,

• fires or explosions at any of ATK's facilities,

• environmental laws that govern past practices and rules and regulations, noncompliance with which may expose ATK to adverse consequences,

• impacts of financial market disruptions or volatility to ATK's customers and vendors,

• unanticipated changes in the tax provision or exposure to additional tax liabilities, and

• the costs and ultimate outcome of litigation matters and other legal proceedings.

This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact ATK's business. ATK undertakes no obligation to update any forward-looking statements. A more detailed description of risk factors can be found in Part 1, Item 1A, Risk Factors, of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014. Additional information regarding these factors may be contained in ATK's subsequent filings with the Securities and Exchange Commission, including Forms 10-Q and 8-K. All such risk factors are difficult to predict, contain material uncertainties that may affect actual results, and may be beyond our control.

Executive Summary

ATK is an aerospace, defense, and commercial products company and supplier of products to the U.S. Government, allied nations, and prime contractors. ATK is also a major supplier of ammunition, rifles and shotguns, and related accessories to commercial customers and law enforcement agencies. ATK is headquartered in Arlington, Virginia and has operating locations throughout the United States, Puerto Rico, and internationally.

• Aerospace Group, which generated 26% of ATK’s external sales in the nine months endedDecember 28, 2014, develops and produces rocket motor systems for human and cargo launch vehicles, conventional and strategic missiles, and missile defense interceptors. They also produce small- and micro-satellites, satellite components, structures and subsystems, lightweight space deployables and solar arrays, and provide engineering and technical services.  Additionally, the Aerospace Group operates in the military and commercial aircraft and launch structures markets.  Other products include ordnance, such as decoy and illuminating flares.

• Defense Group, which generated 31% of ATK’s external sales in the nine months endedDecember 28, 2014, develops and produces military small-, medium-, and large-caliber ammunition, propulsion systems for tactical missiles and missile defense applications, strike weapons, precision munitions, gun systems, aircraft survivability systems, fuzes and warheads, energetic materials and special mission aircraft.

• Sporting Group, which generated 43% of ATK’s external sales in the nine months endedDecember 28, 2014, develops, produces, and provides commercial ammunition, accessories, rifles and shotguns for the hunting, shooting, law enforcement, outdoor and sporting markets.

Financial Highlights and Notable Events

Certain notable events or activities affecting our fiscal 2015 financial results included the following:

Financial highlights for the quarter ended December 28, 2014

• Quarterly sales of $1.3 billion.

• Diluted earnings per share of $1.43 including a $52,220 goodwill and tradename impairment charge ($48,076 net of tax) or $1.50.

• Orders for the quarter ended December 28, 2014 of $1.0 billion compared to $1.3 billion in the quarter ended December 29, 2013.

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• Total backlog of $6.7 billion at December 28, 2014 compared to $7.6 billion at December 29, 2013.

• Income before interest, income taxes, and noncontrolling interest as a percentage of sales was 8.4% and 12.1% for the quarters ended December 28, 2014 and December 29, 2013, respectively. The decrease was driven by a $52 million goodwill and tradename non-cash impairment charge, partially offset by lower transaction costs, higher sales and improved profit expectations in the Aerospace Group.

• The increase in the current quarter's tax rate to 45.1% from 32.7% in the quarter ended December 29, 2013 is primarily due to the non-deductibility for tax purposes of the goodwill impairment offset by the retroactive extension of the Federal R&D tax credit through December 31, 2014, as a result of the Tax Increase Prevention Act of 2014, signed into law on December 19, 2014 and the absence of nondeductible acquisition-related costs from the prior year.

Other notable events for fiscal 2015

• On January 22, 2015, ATK’s Board of Directors declared a quarterly cash dividend of $0.32 per share, payable on February 6, 2015, to stockholders of record on February 2, 2015.

• On April 28, 2014, ATK entered into a Transaction Agreement to spin-off the Sporting Group business and merge the remaining Aerospace and Defense Group businesses with Orbital Sciences Corporation. The stockholders of both ATK and Orbital approved the merger on January 27, 2015. The transaction is anticipated to close on February 9, 2015.

• In the nine months ended December 28, 2014, ATK completed the retirement of its 3.00% Convertible Notes, for which ATK paid a total of $354,367 in cash, including accrued interest.

• Under the terms of the Senior Credit Facility, ATK exercised an option to increase the Term A Loan by $150,000 (the "Accordion") during the nine months ended December 28, 2014. ATK used the proceeds of the Accordion to partially finance the tender offer of the 3.00% Convertible Notes, as discussed above, and to repay $50,000 of the outstanding Term B Loan.

Outlook

Transaction Agreement - On April 28, 2014, ATK entered into a Transaction Agreement (the “Transaction Agreement”) with Vista Outdoor Inc. (formerly Vista SpinCo Inc.), a Delaware corporation and a wholly owned subsidiary of ATK (“Sporting”), Vista Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of ATK, and Orbital Sciences Corporation, a Delaware corporation (“Orbital”), providing for the tax-free spin-off of the Sporting Group business to ATK stockholders (the “Distribution”), which will be immediately followed by the tax-free merger of Vista Merger Sub Inc. with and into Orbital (the “Merger” and together with the Distribution, the “Transaction”), with Orbital surviving the Merger as a wholly owned subsidiary of ATK. The stockholders of both ATK and Orbital approved the merger on January 27, 2015. The transaction is anticipated to close on February 9, 2015.

On December 19, 2014, Vista Outdoor Inc. (“Vista Outdoor”), a wholly-owned subsidiary of Alliant Techsystems Inc. (“ATK”), entered into a Credit Agreement (the “Vista Outdoor Credit Agreement”). Vista Outdoor entered into the Vista Outdoor Credit Agreement in connection with the proposed transaction between ATK and Orbital Sciences Corporation (“Orbital”), pursuant to which ATK’s Aerospace and Defense Groups will merge with Orbital immediately following the spin-off of ATK’s Sporting Group business to ATK stockholders as a newly formed sporting company, Vista Outdoor (the “Distribution” and, collectively, the “Transaction”). The Vista Outdoor Credit Agreement is comprised of a senior secured term loan of $350 million (the “Term Loan”) and a senior secured revolving credit facility of $400 million (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facility”), both of which mature five years from the date the Term Loan is drawn under the Vista Outdoor Credit Agreement (such date the Term Loan is drawn, the “Closing Date” and such date the Senior Credit Facility matures, the “Maturity Date”). In connection with the Transaction, Vista Outdoor will use a portion of the Senior Credit Facility to pay a cash dividend. The Term Loan will be drawn upon the close of the Transaction.

Government Funding—ATK’s defense and aerospace businesses are highly dependent on funding levels of the U.S. Department of Defense ("DoD") and NASA, while a relatively small portion of ATK’s Sporting Group is derived from contracts with DoD and other federal agencies.

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The government budget structure remains constrained by the 2011 Budget Control Act which initially reduced the DoD topline budget by approximately $490,000,000 over 10 years starting in fiscal year 2012. In January 2013, the American Taxpayer Relief Act of 2012 was enacted, triggering further defense budget cuts of approximately $50,000,000 per year (or sequestration) beginning in March 2013. The first round of sequestration was triggered in GFY13, reducing DoD accounts by $37,000,000. The NASA budget was under similar sequestration pressure but had greater flexibility to manage the reductions across the portfolio and decided to preserve funding for key priorities such as the Space Launch System (SLS).

With regard to GFY15, the President signed the final GFY15 spending bill into law on December 16, 2014. The bill provides funding through September 30, 2015 for all agencies, including NASA; the one exception to full fiscal year funding is the Department of Homeland Security, which is funded under a CR through Feb 27, 2015.

The GFY15 National Defense Authorization Act (NDAA) was also signed into law in December. It authorizes $584,200,000 in spending ($495,500,000 for the Department of Defense and $17,900,000 for the defense activities of the Department of Energy and the Defense Nuclear Facilities Safety Board) and $63,700,000 for Overseas Contingency Operations (OCO).

Budget pressures, such as rising personnel costs despite significant force reductions in the Army and Marine Corps, continue to pressure modernization and research accounts. ATK planning is focused on execution and accounting for reduced demand in certain categories of products. Force reductions and a winding-down of overseas operations, coupled with reduced training cycles and fairly healthy inventory levels for many ammunition and missile items, have resulted in less demand in some categories of products. However, the heightened threat from new threats and actions taken to blunt the threat has resulted in calls to reverse the reductions in OCO funds, and may result in new demands for precision weapons, tank and medium caliber ammunition, non-standard ammunition and special mission aircraft. Some of the same categories are high on the list of ATK offerings to international customers.

ATK's management believes that the key to ATK's continued success regardless of these outcomes is to focus on performance, innovation, and affordability. ATK is positioning itself where management believes there will be continued strong defense funding, even as pressures mount on procurement and research and development accounts. ATK will concentrate on developing systems that will extend the life and improve the capability of existing platforms. ATK anticipates budget pressures will increasingly drive the life extension of platforms such as ships, aircraft and main battle tanks. As importantly, ATK is actively engaged with the Administration and Congress on priorities in the GFY16 budget request that will be delivered in February 2015, as well as highlighting programs and issues as DoD begins work on the GFY17 program objective memorandum.

Finally, US Government contracts are also dependent on the continuing availability of Congressional appropriations. Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance and obligation may take more than one year. As a result, at the outset of a major program, the contract is usually incrementally funded, and additional monies are committed to the contract by the procuring agency only as Congress makes appropriations for future fiscal years. In addition, most U.S. Government contracts are subject to modification if funding is changed. Any failure by Congress to appropriate additional funds to any program in which ATK participates, or any contract modification as a result of funding changes, could materially delay or terminate a program. This could have a material adverse effect on ATK's operating results, financial condition, or cash flows.

The Bipartisan Budget Act of 2013, which was signed by President Obama on December 26, 2013, reduced the allowable compensation costs for employees of government contractors to $487 from previous level of $952. The limit will be adjusted annually to reflect the change in the Employment Cost Index for all workers as calculated by the Bureau of Labor Statistics.   This Act limits the amount of compensation that ATK can propose and bill on contracts. The interim implementing rule was published in the Federal Register on June 24, 2014, and is effective for all contracts awarded after that date.  This new limit will be phased in as old contracts that are subject to the old limit are completed and new contracts subject to the new limit are received. Once fully phased in, ATK believes this Act will reduce the amount of cost ATK can bid and collect by approximately $9,000 per year.

Shooting Sports market - There has been a decline in the number of new long-gun background checks as evidenced by the The National Instant Criminal Background Check System, or NICS.  This decline indicates there is decreased demand for long-guns and related accessory categories and may impact ATK’s future revenue.  Previous market declines have lasted 12-24 months, but it is difficult to predict the significance or length of the current market situation. As a result of this decline and a decline in the Company’s near-term projected cash flows in the Firearms division a $52,220 non-cash impairment charge ($41,020 impairment to goodwill and $11,200 impairment to tradename) was recorded in the quarter ended December 28, 2014.

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Critical Accounting Policies

ATK’s significant accounting policies are described in Note 1 to the consolidated financial statements included in ATK’s Annual Report on Form 10-K for the year ended March 31, 2014 (“fiscal 2014”). The accounting policies used in preparing ATK’s interim fiscal 2015 consolidated financial statements are the same as those described in ATK’s Annual Report except for the addition of the following:

Accounting for Goodwill:

During the quarter ATK recorded a $41,020 impairment of goodwill related to the Firearms reporting unit. As such the fair value of the reporting unit no longer exceeds the carrying value by more than 10% and therefore has less than a significant excess over carrying value. The fair value of the Firearms reporting unit was determined using both an income and market approach. The value estimated using a discounted cash flow model requires ATK to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital, and the appropriate discount rate and is weighted against the estimated value derived from the guideline company market approach method. ATK used a discount rate of 12.5% and a 3% terminal growth rate. The market approach method estimates the price reasonably expected to be realized from the sale of the company using comparable company multiples and a control premium of 25%.

In preparing the consolidated financial statements, ATK follows accounting principles generally accepted in the United States. The preparation of these financial statements requires ATK to make estimates and judgments that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosure of contingent assets and liabilities. ATK re-evaluates its estimates on an on-going basis. ATK’s estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

ATK believes its critical accounting policies are those related to:

• revenue recognition,

• employee benefit plans,

• income taxes,

• acquisitions, and

• goodwill.

More information on these policies can be found in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014.

Results of Operations

The following information should be read in conjunction with ATK's consolidated financial statements. The key performance indicators that ATK's management uses in managing the business are sales, income before interest and income taxes, and cash flows.

Group total Sales, Cost of sales, and Income before interest, income taxes, and noncontrolling interest include intergroup sales and profit. Corporate and Eliminations includes intergroup sales and profit eliminations and corporate expenses.

Acquisitions

On November 1, 2013, ATK acquired Bushnell Group Holdings, Inc. Bushnell is a leading global designer, marketer and distributor of branded sports optics, outdoor accessories and performance eyewear. The purchase price was $985,000 in cash, subject to customary post-closing adjustments expected to be settled in fiscal 2014. ATK believes the acquisition will broaden our existing capabilities in the commercial shooting sports market and expand our portfolio of branded shooting sports products. In addition, this transaction will enable the Company to enter new sporting markets in golf and snow sports. ATK will leverage Bushnell’s strong sourcing, marketing, branding and distribution capabilities and capitalize on Bushnell’s track record of successfully integrating acquisitions and delivering profitable growth. Bushnell employs approximately 1,100 employees and will be included in the Sporting Group. The purchase price allocation was completed during the third quarter of fiscal 2015. A portion of the goodwill generated in this acquisition will be deductible for tax purposes.

ATK used the acquisition method of accounting to account for this acquisition and, accordingly, the results of Bushnell are included in ATK’s consolidated financial statements at the date of acquisition. ATK has recorded sales of approximately $151,164 and $420,736 for the quarter and nine months ended December 28, 2014, respectively and income before interest,

42

income taxes, and noncontrolling interest of approximately $19,994 and $40,365 for the quarter and nine months ended December 28, 2014 associated with the operations of this acquired business which reflects transition costs.

On June 21, 2013, ATK acquired Caliber Company, parent company of Savage Sports Corporation ("Savage"), a leading manufacturer of sporting long guns. Operating under the brand names of Savage Arms, Stevens and Savage Range Systems, the company designs, manufactures and markets centerfire and rimfire rifles, shotguns and shooting range systems used for hunting as well as competitive and recreational target shooting. The purchase price was $315,000 net of cash acquired, and the settlement of purchase price adjustments. ATK believes the acquisition complements ATK's growing portfolio of leading consumer brands and has allowed the Company to build upon its offerings with Savage's prominent, respected brands known for accuracy, quality, innovation, value and craftsmanship. Savage's sales distribution channels, new product development, and sophistication in manufacturing will significantly increase ATK's presence with a highly relevant product offering to distributors, retailers and consumers. Savage employs approximately 400 employees and is included in ATK's Sporting Group. The purchase price allocation was completed during the first quarter of fiscal 2015. None of the goodwill generated in this acquisition will be deductible for tax purposes.

There were no acquisitions during fiscal 2015.

Sales

No contract contributed more than 10% of total external sales during the nine months endedDecember 28, 2014 and December 29, 2013.

The following is a summary of each operating segment's sales:

	Quarter Ended											Nine Months Ended
	December 28, 2014			December 29, 2013			$ Change			% Change		December 28, 2014			December 29, 2013			$ Change			% Change
Aerospace Group	$	324,633		$	318,078		$	6,555		2.1	%	$	986,742		$	944,669		$	42,073		4.5	%
Defense Group	466,016			455,249			10,767			2.4	%	1,395,901			1,401,966			(6,065		)	(0.4	)%
Sporting Group	506,881			524,228			(17,347		)	(3.3	)%	1,602,995			1,303,894			299,101			22.9	%
Eliminations	(46,152		)	(89,151		)	42,999			(48.2	)%	(185,621		)	(221,003		)	35,382			(16.0	)%
Total external sales	$	1,251,378		$	1,208,404		$	42,974		3.6	%	$	3,800,017		$	3,429,526		$	370,491		10.8	%

Quarter:

Aerospace Group.    The increase in sales was primarily driven by a $19,800 increase in Aerospace Structures division due to increased production and improved profit expectations of commercial and military aircraft programs.

This increase was partially offset by a decrease of $7,600 in Space System Operations division due to decrease in classified programs and timing of contracts.

Defense Group.    The increase in sales was primarily driven by:

• a $13,000 increase in Armament Systems division due to increased international sales, and

• a $9,600 increase in Missile Products division due to increased production.

These increases were partially offset by:

• a decrease of $10,300 in Defense Electronic Systems division due to completion of programs and

• a decrease of $8,400 in Small Caliber Systems division due to decreased commercial ammunition production, partially offset by increased international sales.

Sporting Group.    The decrease in sales was primarily driven by a $83,500 decrease due to reduced demand as a result of a market correction in the ammunition and firearms markets, partially offset by increase of $66,100 due to the acquisition of Bushnell.

Corporate. The decrease in intergroup eliminations is due to decreased intergroup sales within the Defense Group.

Nine Months:

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Aerospace Group.    The increase in sales was primarily driven by a $66,100 increase in Aerospace Structures division due to increased production and improved profit expectations of commercial and military aircraft programs.

This increase was partially offset by a decrease of $26,000 in Space Components division due to lower production volumes.

Defense Group.    The decrease in sales was primarily driven by:

• a $26,300 decrease in Small Caliber Systems division due to reduced volume as programs neared completion and impacts from federal budget reductions partially offset by increased international sales, and

• a $14,300 decrease in Defense Electronic Systems division driven by completion of programs.

This decrease was partially offset by an increase of $22,200 in Missile Products division due to increased production volumes.

Sporting Group.    The increase in sales was primarily driven by a $335,700 increase due to the acquisition of Bushnell and Savage, partially offset by a reduction in firearms and legacy accessories sales due to reduction in market demand.

Corporate. The decrease in intergroup eliminations is due to decreased intergroup sales within the Defense Group.

Cost of Sales

The following is a summary of each operating segment's cost of sales:

	Quarter Ended											Nine Months Ended
	December 28, 2014			December 29, 2013			$ Change			% Change		December 28, 2014			December 29, 2013			$ Change			% Change
Aerospace Group	$	254,673		$	254,077		$	596		0.2	%	$	780,472		$	746,355		$	34,117		4.6	%
Defense Group	373,621			360,987			12,634			3.5	%	1,125,193			1,105,062			20,131			1.8	%
Sporting Group	367,979			382,626			(14,647		)	(3.8	)%	1,179,092			974,948			204,144			20.9	%
Corporate/eliminations	(48,739		)	(78,456		)	29,717			(37.9	)%	(199,244		)	(195,446		)	(3,798		)	1.9	%
Total cost of sales	$	947,534		$	919,234		$	28,300		3.1	%	$	2,885,513		$	2,630,919		$	254,594		9.7	%

Quarter:

Aerospace Group.    The increase in cost of sales was primarily driven by a $9,300 increase in Aerospace Structures division due to increased production on commercial and military aircraft programs.

This increase was partially offset by a decrease of $7,000 in Space System Operations division due to decrease in classified programs and timing of contracts.

Defense Group.    The increase in cost of sales was primarily driven by:

• a $11,300 increase in Missile Products division due to increased production volumes and

• a $10,100 increase in Armament Systems division due to increased international production.

This increase was partially offset by a decrease of $10,700 in Defense Electronic Systems division due to decreased production levels.

Sporting Group.    The decrease in cost of sales was primarily driven by a $58,100 decrease due to reduced demand and market correction in the ammunition, firearms and legacy accessories markets, partially offset by $42,300 increase due to the acquisition of Bushnell.

Corporate. The decrease in corporate cost of sales eliminations was driven by decreased intercompany transaction eliminations, and lower pension expense.

Nine Months:

Aerospace Group.    The increase in cost of sales was primarily driven by a $57,600 increase in Aerospace Structures division due to increased production on commercial and military aircraft programs.

This increase was partially offset by a decrease of $17,400 in Space Components division due to lower production volumes.

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Defense Group.    The increase in cost of sales was primarily driven by:

• a $20,300 increase in Small Caliber Systems division due to increased international sales partially offset by reduced commercial ammunition production and

• a $16,600 increase in Missile Products division due to increased production volumes.

This increase was partially offset by a decrease of $16,900 in Defense Electronic Systems division due to decreased production levels.

Sporting Group.    The increase in cost of sales was primarily driven by:

• a $238,395 increase due to the acquisition of Bushnell and Savage, and

• increase in ammunition costs driven by changes in product mix and increased promotional activity, partially offset by a reduction in legacy accessories due to reduction in market demand.

Corporate. The increase in corporate cost of sales eliminations was driven by lower pension expense partially offset by decreased intercompany transaction eliminations.

Operating Expenses

	Quarter Ended											Nine Months Ended
	December 28, 2014		As a % of Sales		December 29, 2013		As a % of Sales		$ Change			December 28, 2014		As a % of Sales		December 29, 2013		As a % of Sales		$ Change
Research and development	$	12,194	1.0	%	$	11,899	1.0	%	$	295		$	31,024	0.8	%	$	34,126	1.0	%	$	(3,102	)
Selling	62,122		5.0	%	56,952		4.7	%	5,170			185,366		4.9	%	146,617		4.3	%	38,749
General and administrative	72,537		5.8	%	74,344		6.2	%	(1,807		)	224,891		5.9	%	198,003		5.8	%	26,888
Total operating expense	$	146,853	11.8	%	$	143,195	11.9	%	$	3,658		$	441,281	11.6	%	$	378,746	11.1	%	$	62,535

Quarter:

Operating expenses increased by $3,658 from the prior-year period. Research and development costs were flat. Selling expenses increased primarily due to increased commissions due to the Bushnell acquisition. General and administrative costs decreased due to the absence of transaction costs associated with the Bushnell acquisition in the prior-year quarter partially offset by costs related to the proposed Transaction.

Nine Months:

Operating expenses increased by $62,535 from the prior-year period. Research and development costs decreased due to timing of expenditures in the Defense Group. Selling expenses increased primarily due to increased commissions as result of increased sales in the Sporting Group and as a result of the acquisition of Bushnell and Savage. General and administrative costs increased due to transaction costs related to the proposed Transaction and the addition of costs associated with Bushnell and Savage partially offset by the absence of transaction costs associated with the Bushnell acquisition in the prior-year.

Income before Interest, Income Taxes, and Noncontrolling Interest

	Quarter Ended									Nine Months Ended
	December 28, 2014			December 29, 2013			Change			December 28, 2014			December 29, 2013			Change
Aerospace Group	$	40,000		$	33,383		$	6,617		$	117,725		$	111,039		$	6,686
Defense Group	48,553			53,078			(4,525		)	144,038			170,236			(26,198		)
Sporting Group	18,322			81,119			(62,797		)	171,744			183,059			(11,315		)
Corporate/eliminations	(2,104		)	(21,605		)	19,501			(12,504		)	(44,473		)	31,969
Total	$	104,771		$	145,975		$	(41,204	)	$	421,003		$	419,861		$	1,142

Quarter:

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Aerospace Group.    The increase was primarily driven by increased production and improved profit expectations of commercial and military aircraft programs.

Defense Group.    The decrease primarily driven by program mix in the Small Caliber Systems division due to the transition to the new contract at the Lake City Army Ammunition Plant, partially offset by sales increases in the Missile Products and Armament Systems division.

Sporting Group.    The decrease was primarily driven by a $52,220 goodwill and tradename non-cash impairment charge, lower organic sales due to lower sales volume in ammunition, firearms and legacy accessories, partially offset by the Bushnell acquisition.

Corporate.    The income before interest, income taxes, and noncontrolling interest primarily reflects expenses incurred for administrative functions that are performed centrally at the corporate headquarters, the difference between pension and postretirement benefit expense calculated under the Financial Accounting Standards ("FAS") and the expense calculated under U.S. Cost Accounting Standards ("CAS"), and the elimination of intercompany profits. The change from the prior year is driven by lower pension expenses, transaction costs, and decreased intercompany transaction eliminations.

Nine Months:

Aerospace Group.    The increase was primarily driven by increased production and improved profit expectations of commercial and military aircraft programs.

Defense Group.    The decrease reflects the absence of a change in profit expectations on a program in Small Caliber Systems division, due to operation efficiencies gained as one contract neared completion and a new contract was initiated in the prior year, partially offset by increased sales in Missile Products division and improved international contract mix.

Sporting Group.    The decrease primarily reflects the goodwill and tradename non-cash impairment charge offset by Bushnell and Savage results.

Corporate.    The income before interest, income taxes, and noncontrolling interest primarily reflects expenses incurred for administrative functions that are performed centrally at the corporate headquarters, the difference between pension and postretirement benefit expense calculated under FAS and the expense calculated under CAS, and the elimination of intercompany profits. The change from the prior year is driven by lower pension expenses, lower transaction costs and decreased intercompany transaction eliminations.

The majority of ATK’s sales are accounted for as long-term contracts, which are accounted for under the POC method. Accounting for contracts under the POC method requires judgment relative to assessing risks and estimating contract revenues and costs. Profits expected to be realized on contracts are based on management’s estimates of total contract sales value and costs at completion. Estimated amounts for contract changes, including scope and claims, are included in contract sales only when realization is estimated to be probable. Assumptions used for recording sales and earnings are adjusted in the period of change to reflect revisions in contract value and estimated costs. In the period in which it is determined that a loss will be incurred on a contract, the entire amount of the estimated gross margin loss is charged to cost of sales. Changes in estimates of contract sales, costs, or profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current or prior periods. The effect of the changes on future periods of contract performance is recognized as if the revised estimate had been used since contract inception.

Changes in contract estimates occur for a variety of reasons including changes in contract scope, unforeseen changes in contract cost estimates, positive or negative, due to unanticipated cost growth or risks affecting contract costs and/or the resolution of contract risks at lower costs than anticipated, as well as changes in contract overhead costs over the performance period. Changes in estimates could have a material effect on the Company’s consolidated financial position or annual results of operations. During the quarters ended December 28, 2014 and December 29, 2013, the Company recognized favorable operating income adjustments of $44,788 and $42,552, and unfavorable operating income adjustments of $25,568 and $22,895, respectively. The current quarter adjustments were primarily driven by higher profit expectations in the Armament Systems and Aerospace Structures divisions. The prior year quarter adjustments were primarily driven by higher profit expectations in the Small Caliber Systems and Armament Systems divisions.During the nine months endedDecember 28, 2014 and December 29, 2013, the Company recognized favorable operating income adjustments of $104,937 and $140,641, and unfavorable operating income adjustments of $42,736 and $53,704, respectively. The current year nine-month period adjustments were primarily driven by higher profit expectations in Space Systems Operations and Defense Electronics System, Armament Systems, and Missile Products divisions. The prior year period adjustments were primarily driven by higher profit expectations of $39,125 in Small Caliber Systems division due to operational efficiencies, a successful in-sourcing initiative, and reduced operational risk as a contract nears completion, and for programs in Space Systems Operations and Aerospace Structures division.

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Net Interest Expense

Quarter:

Net interest expense for the quarter ended December 28, 2014 was $21,366, a decrease of $5,342 compared to $26,708 in the comparable quarter of fiscal 2014. The decrease was due to a decrease in the weighted average interest rate and the prior year write-off of deferred financing costs due to debt refinancing activity, partially offset by an increase in the average amount of debt outstanding.

Nine Months:

Net interest expense for the nine months endedDecember 28, 2014 was $68,097, an increase of $12,347 compared to $55,750 in the comparable nine-month period of fiscal 2014. The increase was due to an increase in the average amount of debt outstanding, partially offset by a decrease in the weighted average interest rate and the prior year write-off of deferred financing costs due to debt refinancing activity.

Income Tax Provision

	Quarter Ended											Nine Months Ended
	December 28, 2014		Effective Rate		December 29, 2013		Effective Rate		$ Change			December 28, 2014		Effective Rate		December 29, 2013		Effective Rate		$ Change
Income taxes	$	37,617	45.1	%	$	38,954	32.7	%	$	(1,337	)	$	126,262	35.8	%	$	118,991	32.7	%	$	7,271

ATK’s provision for income taxes includes U.S. federal, foreign, and state income taxes. Income tax provisions for interim periods are based on estimated effective annual income tax rates.

The IRS released final regulations relating to the capitalization of tangible personal property on September 13, 2013. ATK is currently analyzing the impact of these new regulations. We do not believe they will have a material impact on our financial statements.

Quarter:

The income tax provisions for the quarters ended December 28, 2014 and December 29, 2013 represent effective tax rates of 45.1% and 32.7%, respectively. The increase in the rate from the prior year quarter is primarily due to the nondeductible goodwill impairment partially offset by the retroactive extension of the Federal research and development (R&D) tax credit and the absence of the nondeductible acquisition costs in the prior year.

Nine Months:

The income tax provisions for the nine months endedDecember 28, 2014 and December 29, 2013 represent effective tax rates of 35.8% and 32.7%, respectively. The increase in the rate from the prior year period is primarily due to the nondeductible goodwill impairment, absence of the prior year revaluation of unrecognized tax benefits due to proposed Treasury Department regulations, and the true-up of prior-year taxes partially offset by the benefit from an initiative resulting in a tax basis adjustment and the absence of the nondeductible acquisition costs in the prior year.

ATK or one of its subsidiaries files income tax returns in the U.S. federal, various U.S. state, and foreign jurisdictions. With few exceptions, ATK is no longer subject to U.S. federal, state and local, or foreign income tax examinations by tax authorities for years prior to 2008. The IRS is currently auditing ATK for fiscal 2013 and 2014. We believe appropriate provisions for all outstanding issues have been made for all remaining open years in all jurisdictions.

Although the timing and outcome of audit settlements are uncertain, it is reasonably possible that a $2,243 reduction of the uncertain tax benefits will occur in the next 12 months. The settlement of these unrecognized tax benefits could result in earnings from $0 to $1,785.

Net Income Before Noncontrolling Interest

Quarter:

Net income before noncontrolling interest for the quarter ended December 28, 2014 was $45,788, a decrease of $34,525 compared to $80,313 in the second quarter of fiscal 2014. This change was driven by a $52,220 goodwill and tradename impairment, a $3,658increase in operating expenses, and an decrease of $1,337 in income taxes, partially offset by a $14,674increase in gross profit, and a decrease of $5,342 in net interest expense over the prior-year period.

Nine Months:

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Net income before noncontrolling interest for the nine months endedDecember 28, 2014 was $226,644, a decrease of $18,476 compared to $245,120 in the comparable period of fiscal 2014. This decrease was driven by a $52,220 goodwill and tradename impairment, a $62,535increase in operating expenses, a an increase of $12,347 in net interest expense, and an increase of $7,271 income taxes, partially offset by a $115,897increase in gross profit over the prior year.

Noncontrolling Interest

The noncontrolling interest represents the noncontrolling owner's portion of the income of a joint venture in which ATK is the primary owner. This joint venture was acquired with Composite Optics, Inc. ("COI") and is consolidated into ATK's financial statements.

Liquidity and Capital Resources

ATK manages its business to maximize operating cash flows as the primary source of liquidity. In addition to cash on hand and cash generated by operations, sources of liquidity include a committed credit facility, long-term borrowings, and access to the public debt and equity markets. ATK uses its cash to fund its investments in its existing core businesses and for debt repayment, cash dividends, share repurchases, and acquisition or other activities.

Cash Flow Summary

Cash flows provided by operations was $154,186 for the first nine months of fiscal 2015 compared to $222,284 for the first nine months of fiscal 2014. Cash flows provided by operations included the increased pension contributions and cash taxes paid partially offset by the collection of the pension segment close-out payment at the Radford Army Ammunition Plant. Capital expenditures in the first nine months of fiscal 2015 were $91,991.

ATK's cash flows from operating, investing and financing activities, as reflected in the Condensed Consolidated Statements of Cash Flows for the nine months endedDecember 28, 2014 and December 29, 2013 are summarized as follows:

	Nine Months Ended
	December 28, 2014			December 29, 2013
Cash provided by (used for):
Operating activities	$	154,186		$	222,284
Investing activities	(89,837		)	(1,376,851		)
Financing activities	(216,395		)	926,700
Effect of foreign currency exchange rate fluctuations on cash	(1,666		)	335
Net cash flows	$	(153,712	)	$	(227,532	)

Operating Activities

Net cash provided by operating activities decreased $68,098 as compared to the prior year. This decrease was driven by increased pension contributions and cash taxes paid partially offset by the collection of the pension segment close-out payment at the Radford Army Ammunition Plant.

Investing Activities

Net cash used for investing activities decreased$1,287,014, primarily due to the acquisition of Bushnell and Savage in the prior year.

Financing Activities

Net cash used for financing activities was $216,395 compared to net cash provided by financing activities of $926,700 in the prior period, a change of $1,143,095. This change was due to the current year retirement of the 3.00% Convertible Notes, repayment of $50,000 of its Term B Loan, partially offset by ATK's exercise of its option to increase the Term A Loan by $150,000 and $100,000 of borrowings under ATK's Revolving Credit Facility. In addition, in the prior year, ATK issued debt for the acquisition of Bushnell.

Liquidity

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In addition to ATK's normal operating cash requirements, the Company's principal future cash requirements will be to fund capital expenditures, debt repayments, employee benefit obligations, share repurchases, dividends, any strategic acquisitions and the anticipated spin-off of the Sporting Group and the merger of ATK with Orbital. ATK's short-term cash requirements for operations are expected to consist mainly of capital expenditures to maintain and expand production facilities and working capital requirements. ATK's debt service requirements over the next two years consist of principal payments due under the Senior Credit Facility, as discussed further below. ATK's other debt service requirements consist of interest expense on its debt. Additional cash will be required to redeem all of the 6.875% Notes as required under the Transaction Agreement. ATK believes the Company has sufficient liquidity to refinance those payments net of a dividend received as a result of the spin-off of the Sporting Group.

During the nine months ended December 28, 2014, ATK paid dividends totaling $30,657. On January 22, 2015, ATK's Board of Directors declared a quarterly cash dividend of $0.32 per share payable on February 6, 2015, to stockholders of record on February 2, 2015. The payment and amount of any future dividends are at the discretion of the Board of Directors and will be based on a number of factors, including the Company's earnings, liquidity position, financial condition, capital requirements, credit ratings and the availability and cost of obtaining new debt. ATK cannot be certain that the Company will continue to declare dividends in the future and, as such, the amount and timing of any future dividends are not determinable.

In fiscal 2014, ATK refinanced the Senior Credit Facility extending the debt maturities and adding additional capacity under the Revolving Credit Facility, which increased our liquidity. In addition, during fiscal 2015, ATK exercised its option to increase the Term A Loan by $150,000. Based on ATK's current financial condition, management believes that ATK's cash position, combined with anticipated generation of cash flows and the availability of funding, if needed, through ATK's revolving credit facilities, access to debt and equity markets, as well as potential future sources of funding including additional bank financing and debt markets, will be adequate to fund future growth and service ATK's currently anticipated long-term debt and pension obligations, make capital expenditures, and fund any share repurchases and payment of dividends over the next 12 months.

ATK does not expect that its access to liquidity sources will be materially impacted in the near future. There can be no assurance, however, that the cost or availability of future borrowings, if any, will not be materially impacted by capital market conditions. ATK believes the recent passage of the GFY14 appropriations and the budget agreement for GFY15 to have diminished the possibility of future government shutdowns or disruption in payments. 

Long-term Debt and Credit Facilities

As of December 28, 2014, ATK had actual total indebtedness of $2,068,500, and the $700,000 Revolving Credit Facility provided for the potential of additional borrowings up to $408,991. There were $100,000 of borrowings under the Revolving Credit Facility as of December 28, 2014, and ATK had outstanding letters of credit of $191,009, which reduced the amount available under the facility.

ATK's indebtedness at December 28, 2014 consisted of the following:

	December 28, 2014		March 31, 2014
Senior Credit Facility dated November 1, 2013:
Term A Loan due 2018	$	972,125	$	997,375
Term A Loan due 2019	148,125		—
Term B Loan due 2020	198,250		249,375
Revolving Credit Facility due 2018	100,000		—
5.25% Senior Notes due 2021	300,000		300,000
6.875% Senior Subordinated Notes due 2020	350,000		350,000
3.00% Convertible Senior Subordinated Notes due 2024	—		199,440
Principal amount of long-term debt	2,068,500		2,096,190
Less: Unamortized discounts	—		3,212
Carrying amount of long-term debt	2,068,500		2,092,978
Less: Current portion of long-term debt	159,997		249,228
Long-term debt	$	1,908,503	$	1,843,750

See Note 12 "Long-term Debt" to the condensed consolidated financial statements in Part I, Item 1 for a detailed discussion of these borrowings.

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Senior Credit Facility

In fiscal 2014, ATK entered into a Third Amended and Restated Credit Agreement (the "2013 Senior Credit Facility"), which replaced its 2010 Senior Credit Facility. The 2013 Senior Credit Facility is comprised of a Term A Loan of $1,010,000 and a $700,000 Revolving Credit Facility, both of which mature in 2018, and a Term Loan B of $250,000, which matures in 2020. The Term A Loan is subject to quarterly principal payments of $12,625, with the remaining balance due on November 1, 2018. The Term B Loan is subject to quarterly principal payments of $499, with the remaining balance due on November 1, 2020. As of December 28, 2014, ATK had $100,000 outstanding borrowings under the Revolving Credit Facility.

On June 30, 2014, under the terms of the Senior Credit Facility, ATK exercised an option to increase the Term A Loan by $150,000 (the "Accordion"). ATK used the proceeds of the Accordion to partially finance the tender offer of the 3.00% Convertible Notes and to repay $50,000 of the outstanding Term B Loan. Terms of the Accordion are the same as the existing Term A Loan with the exception of the maturity date, which is January 31, 2019, approximately three months after the existing Term A Loan. The Accordion is subject to annual principal payments of $7,500 each year, paid on a quarterly basis, with the balance due on January 31, 2019.

Substantially all domestic, tangible and intangible assets of ATK and its subsidiaries are pledged as collateral under the Senior Credit Facility. Borrowings under the Senior Credit Facility bear interest at a rate equal to either the sum of a base rate plus a margin or the sum of a Eurodollar rate plus a margin. Each margin is based on ATK's senior secured credit ratings. Based on ATK's credit rating as of December 29, 2013, the base rate margin was 1.00% and the Eurodollar margin was 2.00%. ATK must also pay an annual commitment fee on the unused portion of the Revolving Credit Facility.

5.25% Notes due 2021

On November 1, 2013, ATK issued $300,000 aggregate principal amount of 5.25% Senior Notes (the "5.25% Notes") that mature on October 1, 2021. These notes are general unsecured obligations. Interest on these notes is payable on April 1 and October 1 of each year. ATK has the right to redeem some or all of these notes from time to time on or after October 1, 2016, at specified redemption prices. Prior to October 1, 2016, ATK may redeem some or all of these notes at a price equal to 100% of their principal amount plus accrued and unpaid interest to the date of redemption and a specified make-whole premium. In addition, prior to October 1, 2016, ATK may redeem up to 35% of the aggregate principal amount of these notes with the net cash proceeds of certain equity offerings, at a price equal to 105.25% of their principal amount plus accrued and unpaid interest to the date of redemption.

6.875% Notes due 2020

ATK's 6.875% Notes mature on September 15, 2020. These notes are general unsecured obligations. Interest on these notes accrues at a rate of 6.875% per annum and is payable semi-annually on September 15 and March 15 of each year. ATK has the right to redeem some or all of these notes on or after September 15, 2015, at specified redemption prices. Prior to September 15, 2015, ATK may redeem some or all of these notes at a price equal to 100% of their principal amount plus accrued and unpaid interest to the date of redemption and a specified make-whole premium. In accordance with the terms of the Transaction Agreement, ATK anticipates redeeming these notes as during the closing process of the Transaction.

Rank and Guarantees

The 5.25% Notes rank senior in right of payment to the 6.875% Notes, all of which are subordinated in right of payment to all existing and future senior secured indebtedness, including the Senior Credit Facility. The outstanding notes are guaranteed on an unsecured basis, jointly and severally and fully and unconditionally, by substantially all of ATK's domestic subsidiaries. The parent company has no independent assets or operations. See footnote 20 for consolidating financial information of the guarantor and non-guarantor subsidiaries, as subsidiaries of ATK other than the subsidiary guarantors are more than minor. All of these guarantor subsidiaries are 100% owned by ATK. These guarantees are senior or senior subordinated obligations, as applicable, of the applicable subsidiary guarantors.

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Covenants

ATK's Senior Credit Facility imposes restrictions on ATK, including limitations on its ability to incur additional debt, enter into capital leases, grant liens, pay dividends and make certain other payments, sell assets, or merge or consolidate with or into another entity. In addition, the Senior Credit Facility limits ATK's ability to enter into sale-and-leaseback transactions. The Senior Credit Facility also requires that ATK meet and maintain the following financial ratios:

	Senior Leverage Ratio (1)	Leverage Ratio (1)	Interest Coverage Ratio (2)
Requirement	3.00	4.00	3.00
Actual at December 28, 2014	1.73	2.55	9.69
(1) Not to exceed the required financial ratio
(2) Not to be below the required financial ratio

The Leverage Ratio is the sum of ATK's total debt plus financial letters of credit and surety bonds, net of up to $100,000 of cash, divided by Covenant EBITDA (which includes adjustments for items such as non-recurring or extraordinary noncash items, noncash charges related to stock-based compensation, and intangible asset impairment charges, as well as inclusion of EBITDA of acquired companies on a pro forma basis) for the past four fiscal quarters. The Senior Leverage Ratio is the sum of ATK's senior debt plus financial letters of credit and surety bonds, net of up to $100,000 of cash, divided by Covenant EBITDA. The Interest Coverage Ratio is Covenant EBITDA divided by interest expense (excluding noncash charges).

Many of ATK's debt agreements contain cross-default provisions so that noncompliance with the covenants within one debt agreement could cause a default under other debt agreements as well. ATK's ability to comply with these covenants and to meet and maintain the financial ratios may be affected by events beyond its control. Borrowings under the Senior Credit Facility are subject to compliance with these covenants. The indentures governing the 5.25% Senior Notes and the 6.875% Notes also impose restrictions on ATK, including limitations on its ability to incur additional debt, enter into capital leases, grant liens, pay dividends and make certain other payments, sell assets, or merge or consolidate with or into another entity. As of December 28, 2014, ATK was in compliance with the covenants in all of its debt agreements and expects to be in compliance for the foreseeable future.

Share Repurchases

On January 31, 2012, ATK's Board of Directors authorized a share repurchase program of up to $200,000 worth of shares of ATK common stock, executable over the next two years. On January 29, 2014, ATK's Board of Directors extended the share repurchase program through March 31, 2015. The shares may be purchased in open market, block purchase, or negotiated transactions, subject to compliance with applicable laws and regulations. The repurchase authorization also allows the Company to make repurchases under Rule 10b5-1 of the Securities Exchange Act of 1934. During the nine months endedDecember 28, 2014, ATK did not repurchase any shares, compared to 609,922 shares for $52,130 in the nine months endedDecember 29, 2013. In accordance with the Transaction Agreement ATK entered into on April 28, 2014, ATK will not repurchase any outstanding shares prior to the closing of the transaction.

Any additional authorized repurchases would be subject to market conditions and ATK's compliance with its debt covenants. ATK's 6.875% Senior Subordinated Notes limit the aggregate sum of dividends, share repurchases, and other designated restricted payments to an amount based on ATK's net income, stock issuance proceeds, and certain other items, less restricted payments made, since April 1, 2001. As of December 28, 2014, this limit was approximately $967,000. As of December 28, 2014, the Senior Credit Facility allows ATK to make unlimited "restricted payments" (as defined in the credit agreement), which, among other items, would allow payments for future stock repurchases, as long as ATK maintains a certain amount of liquidity and maintains certain senior debt limits. When those requirements are not met, the limit is equal to $250,000 plus proceeds of any equity issuances plus 50% of net income since October 7, 2010. The Senior Credit Facility also prohibits dividend payments if loan defaults exist or the financial covenants contained in the facility are not met.

Shelf Registration

On September 10, 2013, ATK filed a shelf registration statement with the Securities and Exchange Commission allowing ATK to issue an unspecified aggregate amount of debt and/or equity securities from time to time.

Other Contractual Obligations and Commitments

There have been no material changes with respect to the contractual obligations and commitments or off-balance sheet arrangements described in ATK’s Annual Report on Form 10-K for fiscal 2014.

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Contingencies

Litigation.    From time to time, ATK is subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of ATK's business. ATK does not consider any of such proceedings that are currently pending, individually or in the aggregate, notwithstanding that the unfavorable resolution of any matter may have a material effect on the Company's net earnings in any particular quarter, to be material to its business or likely to result in a material adverse effect on its future operating results, financial condition, or cash flows.

On July 30, 2013, Raytheon Company filed a lawsuit against ATK in the Superior Court of the State of Arizona.  The suit involves ATK's longstanding production of rocket motors used in Raytheon's Advanced Medium-Range Air-to-Air Missiles (AMRAAM).  In the filing, Raytheon's primary allegation is that ATK breached certain of the production contracts by not delivering rocket motors.  Raytheon is claiming damages exceeding $100,000. ATK disputes the allegations of Raytheon's complaint. Although it is not possible at this time to predict the outcome of the litigation, ATK believes, based on all currently available information, that the outcome will not have a material adverse effect on its operating results, financial condition or cash flows. As a result of the uncertainty regarding the outcome of this matter, no provision has been made in the financial statements with respect to this contingent liability.

On May 5, 2014, a purported stockholder class action and derivative complaint was filed in the Circuit Court of Arlington County, Virginia by Michael Blank, who claims to be a stockholder of Orbital, alleging, among other things, that the directors of Orbital breached their fiduciary duties in connection with the Transaction between Orbital and ATK, as described above, and alleging that ATK aided and abetted such breaches of fiduciary duty. A similar purported class action was filed on May 9, 2014, by Gregory Ericksen in the Court of Chancery of the State of Delaware. Plaintiffs in Virginia and Delaware seek, among other relief, to enjoin the Transaction (or, in the Delaware action, to rescind it in the event it is consummated).

On January 16, 2015, following arm's-length negotiation, the parties to In re Orbital Sciences Corporation Stockholder Litigation, C.A. No. 9635-VCN, entered into a Memorandum of Understanding (“MOU”) providing for the settlement in principle of all claims asserted in the action, subject to the approval of the court.  Pursuant to the terms of the MOU, Orbital and ATK agreed to make additional information available to Orbital’s stockholders.  That additional information, which should be read in concert with the previously filed joint proxy statement/prospectus, was included in a Form 8-K filing by Orbital on January 16, 2015.  In addition, the defendants agreed to negotiate in good faith with plaintiffs’ counsel regarding an appropriate amount of fees and expenses to be paid to plaintiffs’ counsel by Orbital or its successor.

ATK, Orbital and the other defendants continue to deny all of the allegations in the lawsuit and believe the disclosures in the joint proxy statement/prospectus are adequate under the law.  Nevertheless, ATK, Orbital and the other defendants have agreed to settle the lawsuit for legal expenses incurred to date in order to avoid the burden, expense, distraction and uncertainties inherent in further litigation.

If approved by the court, the settlement provides for dismissal with prejudice of the lawsuit and provides for the release of any and all claims arising from the merger, except for those relating to any alleged material inaccuracy in ATK's historical financial statements.

There can be no assurance that the parties will ultimately enter into a definitive settlement agreement or that the court will approve the settlement. In such event, or if the merger is not consummated for any reason, the proposed settlement will be null and void and of no force and effect. Payments made in connection with the settlement, which are subject to court approval, are not expected to be material. The settlement will not affect the consideration to be received by Orbital's stockholders in the merger or the timing of the anticipated closing of the merger.

U.S. Government Investigations. ATK is also subject to U.S. Government investigations from which civil, criminal, or administrative proceedings could result. Such proceedings could involve claims by the U.S. Government for fines, penalties, compensatory and treble damages, restitution, and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. ATK believes, based upon all available information, that the outcome of any such pending government investigations will not have a material adverse effect on its operating results, financial condition, or cash flows.

Environmental Liabilities.    ATK's operations and ownership or use of real property are subject to a number of federal, state, and local environmental laws and regulations, including those for discharge of hazardous materials, remediation of contaminated sites, and restoration of damage to the environment. At certain sites that ATK owns or operates or formerly owned or operated, there is known or potential contamination that ATK is required to investigate or remediate. ATK could incur substantial costs, including remediation costs, resource restoration costs, fines, and penalties, or third party property damage or

52

personal injury claims, as a result of liabilities associated with past practices or violations of environmental laws or noncompliance with environmental permits.

The liability for environmental remediation represents management's best estimate of the present value of the probable and reasonably estimable costs related to known remediation obligations. The receivable represents the present value of the amount that ATK expects to recover, as discussed below. Both the liability and receivable have been discounted to reflect the present value of the expected future cash flows, using a discount rate of 0.75% and 1.50% as of December 28, 2014 and March 31, 2014, respectively. ATK's discount rate is calculated using the 20-year Treasury constant maturities rate, net of an estimated inflationary factor of 1.9%, rounded to the nearest quarter percent. The following is a summary of the amounts recorded for environmental remediation:

	December 28, 2014						December 29, 2013
	Payable			Receivable			Payable			Receivable
Undiscounted (payable) receivable	$	(53,711	)	$	27,640		$	(58,194	)	$	28,540
Unamortized discount	2,657			(1,241		)	4,706			(2,152		)
Present value amounts (payable) receivable	$	(51,054	)	$	26,399		$	(53,488	)	$	26,388

As of December 28, 2014, the estimated discounted range of reasonably possible costs of environmental remediation was $51,054 to $80,730.

ATK expects that a portion of its environmental compliance and remediation costs will be recoverable under U.S. Government contracts. Some of the remediation costs that are not recoverable from the U.S. Government that are associated with facilities purchased in a business acquisition may be covered by various indemnification agreements, as described in Note 13 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2014.

ATK has been identified as a potentially responsible party (“PRP”), along with other parties, in several regulatory agency actions associated with hazardous waste sites. As a PRP, we may be required to pay a share of the costs of the investigation and clean-up of these sites. While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our operating results, financial condition, or cash flows.

Other Contingencies. ATK is also subject to a number of other potential risks and contingencies. These risks and contingencies are described in Item 1A of Part I of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014.

New Accounting Pronouncements

See Note 2 to the unaudited condensed consolidated financial statements in Item 1 of Part I of this report.

Inflation and Commodity Price Risk

In management’s opinion, inflation has not had a significant impact upon the results of ATK’s operations. The selling prices under contracts, the majority of which are long term, generally include estimated costs to be incurred in future periods. These cost projections can generally be negotiated into new buys under fixed-price government contracts, while actual cost increases are recoverable on cost-type contracts.

ATK, however, has been impacted by changes in the prices of raw materials used in production as well as changes in oil and energy costs. In particular, the prices of commodity metals, such as lead, steel, zinc, and copper, continue to be volatile. These prices generally impact our small-caliber ammunition and commercial ammunition businesses.

With respect to ATK's commercial ammunition business, ATK has a strategic sourcing and price strategy to mitigate risk from commodity price fluctuation. ATK will continue to evaluate the need for future price changes in light of these trends, ATK's competitive landscape, and its financial results. If ATK sourcing and pricing strategy is unable to offset impacts of the commodity price fluctuations, ATK's future results from operations and cash flows would be materially impacted.

Significant increases in commodities can negatively impact operating results with respect to ATK's firm fixed-price contract to supply the DoD's small-caliber ammunition needs and ATK's sales within commercial ammunition. Depending on market conditions, ATK has entered into futures contracts in order to reduce the impact of metal price fluctuations. The majority of the impact has been mitigated on the four-year small-caliber ammunition supply contract, as well as the new seven-year contract with the U.S. Army by the terms within that contract, which is expected to continue into 2019. ATK has entered

53

into futures contracts and purchase orders for the current expected production requirements for fiscal 2015 for both the small-caliber ammunition supply contract and the production of commercial ammunition, thereby mitigating near-term market risk; however, if metal prices exceed pre-determined levels, the Defense and Sporting Groups' operating results could be adversely impacted.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See discussion within Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the section titled “Inflation and Commodity Price Risk.”

During fiscal 2014, ATK completed the acquisition of Bushnell. As a result of this acquisition, ATK conducts business in various locations throughout the world and is subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. ATK may use derivative financial instruments to manage these risks. The functional currencies of our foreign operating locations are the local currency in the country of domicile. We manage these operating activities at the local level, and revenues, costs, assets and liabilities are generally denominated in local currencies, thereby mitigating the risk associated with changes in foreign exchange rates. However, our results of operations and assets and liabilities are reported in U.S. dollars and thus will fluctuate with changes in exchange rates between those local currencies and the U.S. dollar. From time to time, we may enter in to short-duration foreign currency contracts to hedge foreign currency risks.

There have been no other material changes in ATK’s market risk during the quarter ended December 28, 2014. For additional information, refer to Item 7A of Part II of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014.

ITEM 4.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of December 28, 2014, ATK’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of ATK’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) and have concluded that ATK’s disclosure controls and procedures are effective to ensure that information required to be disclosed by ATK in reports that ATK files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports ATK files or submits is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarter ended December 28, 2014, we transitioned certain business units, representing approximately 23% of ATK external sales, from an old accounting system to a new accounting system.  There were no other changes in ATK’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, ATK’s internal control over financial reporting.

54

PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

From time to time, ATK is subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of ATK's business. ATK does not consider any of such proceedings that are currently pending, individually or in the aggregate, notwithstanding that the unfavorable resolution of any matter may have a material effect on the Company's net earnings in any particular quarter, to be material to its business or likely to result in a material adverse effect on its future operating results, financial condition, or cash flows.

On July 30, 2013, Raytheon Company filed a lawsuit against ATK in the Superior Court of the State of Arizona.  The suit involves ATK's longstanding production of rocket motors used in Raytheon's Advanced Medium-Range Air-to-Air Missiles (AMRAAM).  In the filing, Raytheon's primary allegation is that ATK breached certain of the production contracts by not delivering rocket motors.  Raytheon is claiming damages exceeding $100 million. ATK disputes the allegations of Raytheon's complaint. Although it is not possible at this time to predict the outcome of the litigation, ATK believes, based on all currently available information, that the outcome will not have a material adverse effect on its operating results, financial condition or cash flows. As a result of the uncertainty regarding the outcome of this matter, no provision has been made in the financial statements with respect to this contingent liability.

On November 4, 2013, ATK filed a lawsuit against Spirit Aerosystems Inc. in the Second District Court in Farmington, Utah. In its suit, ATK has made various claims, including breach of contract, in relation to a contract with Spirit Aerosystems regarding the manufacture of aircraft parts. ATK is claiming damages of approximately $72 million. Spirit Aerosystems has disputed ATK’s allegations and in its response to ATK’s complaint it asserted a number of affirmative defenses and counterclaims. Although it is not possible at this time to predict the outcome of the litigation, ATK believes, based on all currently available information, that the outcome will not have a material adverse effect on its operating results, financial condition, or cash flows. 

On May 5, 2014, a purported stockholder class action and derivative complaint was filed in the Circuit Court of Arlington County, Virginia by Michael Blank, who claims to be a stockholder of Orbital, alleging, among other things, that the directors of Orbital breached their fiduciary duties in connection with the Transaction between Orbital and ATK, as described above, and alleging that ATK aided and abetted such breaches of fiduciary duty. A similar purported class action was filed on May 9, 2014, by Gregory Ericksen in the Court of Chancery of the State of Delaware. Plaintiffs in Virginia and Delaware seek, among other relief, to enjoin the Transaction (or, in the Delaware action, to rescind it in the event it is consummated).

On January 16, 2015, following arm's-length negotiation, the parties to In re Orbital Sciences Corporation Stockholder Litigation, C.A. No. 9635-VCN, entered into a Memorandum of Understanding (“MOU”) providing for the settlement in principle of all claims asserted in the action, subject to the approval of the court.  Pursuant to the terms of the MOU, Orbital and ATK agreed to make additional information available to Orbital’s stockholders.  That additional information, which should be read in concert with the previously filed joint proxy statement/prospectus, was included in a Form 8-K filing by Orbital on January 16, 2015.  In addition, the defendants agreed to negotiate in good faith with plaintiffs’ counsel regarding an appropriate amount of fees and expenses to be paid to plaintiffs’ counsel by Orbital or its successor.

ATK, Orbital and the other defendants continue to deny all of the allegations in the lawsuit and believe the disclosures in the joint proxy statement/prospectus are adequate under the law.  Nevertheless, ATK, Orbital and the other defendants have agreed to settle the lawsuit for legal expenses incurred to date in order to avoid the burden, expense, distraction and uncertainties inherent in further litigation.

If approved by the court, the settlement provides for dismissal with prejudice of the lawsuit and provides for the release of any and all claims arising from the merger, except for those relating to any alleged material inaccuracy in ATK's historical financial statements.

There can be no assurance that the parties will ultimately enter into a definitive settlement agreement or that the court will approve the settlement. In such event, or if the merger is not consummated for any reason, the proposed settlement will be null and void and of no force and effect. Payments made in connection with the settlement, which are subject to court approval, are not expected to be material. The settlement will not affect the consideration to be received by Orbital's stockholders in the merger or the timing of the anticipated closing of the merger.

ATK is also subject to U.S. Government investigations from which civil, criminal, or administrative proceedings could result. Such proceedings could involve claims by the U.S. Government for fines, penalties, compensatory and treble damages, restitution, and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of

55

investigations. ATK believes, based upon all available information, that the outcome of any such pending government investigations will not have a material adverse effect on its operating results, financial condition, or cash flows.

ATK has been identified as a potentially responsible party (“PRP”), along with other parties, in several regulatory agency actions associated with hazardous waste sites. As a PRP, ATK may be required to pay a share of the costs of the investigation and clean-up of these sites. While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, the Company has concluded that these matters, individually or in the aggregate, will not have a material adverse effect on the Company's operating results, financial condition, or cash flows.

The description of certain environmental matters contained in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Contingencies,” is incorporated herein by reference.

ITEM 1A.    RISK FACTORS

While ATK attempts to identify, manage and mitigate risks and uncertainties associated with its business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A of Part I of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 describes all known material risks and uncertainties associated with its business. These risks and uncertainties have the potential to materially affect ATK’s business, financial condition, results of operations, cash flows, projected results, and future prospects.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares that May Yet Be Purchased Under the Program(2)*
September 29 - October 26	191	$	124.47	—
October 27 - November 23	4,502	116.87		—
November 24 - December 28	9	106.46		—
Fiscal Quarter Ended December 28, 2014	4,702	117.16		—	772,102

____________________________________________________________

* The maximum number of shares that may yet be purchased under the program was calculated using the ATK closing stock price of $114.44 on December 28, 2014.

(1) The 4,702 shares purchased represent shares withheld to pay taxes upon vesting of shares of restricted stock and performance shares that were granted under ATK's incentive compensation plans.

(2) On January 31, 2012, ATK's Board of Directors authorized a share repurchase program of up to $200 million worth of shares of ATK common stock, executable over the next two years. On January 29, 2014, ATK's Board of Directors extended the share repurchase program through March 31, 2015. The shares may be purchased from time to time in open market, block purchase, or negotiated transactions, subject to compliance with applicable laws and regulations. The repurchase authorization also allows the Company to make repurchases under Rule 10b5-1 of the Securities Exchange Act of 1934. In the nine months endedDecember 28, 2014, ATK repurchased no shares under this program. In accordance with the Transaction Agreement ATK entered into on April 28, 2014, ATK will not repurchase any outstanding shares prior to the closing of the transaction.

The discussion of limitations upon the payment of dividends as a result of the indentures governing ATK's debt instruments as discussed in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Debt," is incorporated herein by reference.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5.    OTHER INFORMATION

None.

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ITEM 6.    EXHIBITS

Exhibit Number	Description of Exhibit (and document from which incorporated by reference, if applicable)
31.1	Certification of Chief Executive Officer.
31.2	Certification of Chief Financial Officer.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

58

SIGNATURES

Pursuant to the requirements 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.

	ALLIANT TECHSYSTEMS INC.
Date: February 5, 2015	By:	/s/ Neal S. Cohen
		Name:	Neal S. Cohen
		Title:	Executive Vice President and Chief Financial Officer
			(On behalf of the Registrant and as principal financial and accounting officer)

59

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Mark W. DeYoung, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Alliant Techsystems Inc.;
2.	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;
3.	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;
4.	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 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	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: February 5, 2015	By:	/s/ Mark W. DeYoung
	Name:	Mark W. DeYoung
	Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Neal S. Cohen, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Alliant Techsystems Inc.;
2.	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;
3.	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;
4.	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 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	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: February 5, 2015	By:	/s/ Neal S. Cohen
	Name:	Neal S. Cohen
	Title:	Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32

Certification by Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

We, Mark W. DeYoung, Chief Executive Officer, and Neal S. Cohen, Chief Financial Officer, of Alliant Techsystems Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

(1) the Quarterly Report on Form 10-Q for the period ended December 28, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Dated: February 5, 2015

By:	/s/ Mark W. DeYoung
Name:	Mark W. DeYoung
Title:	President and Chief Executive Officer
By:	/s/ Neal S. Cohen
Name:	Neal S. Cohen
Title:	Executive Vice President and Chief Financial Officer

XML

Long-Term Debt (Tables)

9 Months Ended

Dec. 28, 2014

Debt Disclosure [Abstract]

Schedule of long-term debt, including the current portion

Long-term debt, including the current portion, consisted of the following:

	December 28, 2014		March 31, 2014
Senior Credit Facility dated November 1, 2013 (1):
Term A Loan due 2018	$	972,125	$	997,375
Term A Loan due 2019	148,125		—
Term B Loan due 2020	198,250		249,375
Revolving Credit Facility due 2018	100,000		—
5.25% Senior Notes due 2021 (2)	300,000		300,000
6.875% Senior Subordinated Notes due 2020 (3)	350,000		350,000
3.00% Convertible Senior Subordinated Notes due 2024 (4)	—		199,440
Principal amount of long-term debt	2,068,500		2,096,190
Less: Unamortized discounts	—		3,212
Carrying amount of long-term debt	2,068,500		2,092,978
Less: Current portion of long-term debt	159,997		249,228
Long-term debt	$	1,908,503	$	1,843,750

(1) In fiscal 2014, ATK entered into a Third Amended and Restated Credit Agreement (the "2013 Senior Credit Facility"), which replaced its 2010 Senior Credit Facility. The 2013 Senior Credit Facility is comprised of a Term A Loan of $1,010,000 and a $700,000 Revolving Credit Facility, both of which mature on November 1, 2018, and a Term B Loan of $250,000, which matures on November 1, 2020. The Term A Loan is subject to quarterly principal payments of $12,625, with the remaining balance due on November 1, 2018. Under the terms of the 2013 Senior Credit Facility, ATK exercised its option to increase the Term A Loan by $150,000 (the "Accordion") during the quarter ended September 28, 2014. Proceeds of the Accordion were used to partially finance the redemption of the 3.00% Convertible Notes, as discussed below. Terms of the Accordion are the same as the existing Term A Loan with the exception that it will mature on January 31, 2019, approximately three months after the existing Term A Loan. The Accordion is subject to quarterly principal payments of $1,875, with the balance due on January 31, 2019. During the quarter ended September 28, 2014, ATK also repaid $50,000 of its Term B Loan. The Term B Loan is now subject to quarterly principal payments of $499, with the remaining balance due on November 1, 2020. Substantially all domestic tangible and intangible assets of ATK and its subsidiaries are pledged as collateral under the 2013 Senior Credit Facility. Borrowings under the 2013 Senior Credit Facility bear interest at a rate equal to either the sum of a base rate plus a margin or the sum of a Eurodollar rate plus a margin. Each margin is based on ATK's senior secured credit ratings. Based on ATK's current credit rating, the current base rate margin is 1.00% and the current Eurodollar margin is 2.00%. The weighted average interest rate for the Term A Loan, after taking into account the interest rate swaps discussed below, was 2.52% at December 28, 2014. ATK pays an annual commitment fee on the unused portion of the Revolving Credit Facility based on its senior secured credit ratings. Based on ATK's current rating, this fee is currently 0.30%. As of December 28, 2014, ATK had $100,000 of borrowings against its $700,000 Revolving Credit Facility and had outstanding letters of credit of $191,009, which reduced amounts available on the Revolving Credit Facility to $408,991. Debt issuance costs totaling approximately $19,000 are being amortized over the term of each related Term Loan.

(2) In fiscal 2014, ATK issued $300,000 aggregate principal amount of 5.25% Senior Notes (the "5.25% Notes") that mature on October 1, 2021. These notes are general unsecured obligations. Interest on these notes is payable on April 1 and October 1 of each year. ATK has the right to redeem some or all of these notes from time to time on or after October 1, 2016, at specified redemption prices. Prior to October 1, 2016, ATK may redeem some or all of these notes at a price equal to 100% of their principal amount plus accrued and unpaid interest to the date of redemption and a specified make-whole premium. In addition, prior to October 1, 2016, ATK may redeem up to 35% of the aggregate principal amount of these notes with the net cash proceeds of certain equity offerings, at a price equal to 105.25% of their principal amount plus accrued and unpaid interest to the date of redemption. Debt issuance costs of approximately $3,000 related to these notes are being amortized to interest expense over 8 years, the term of the notes.

(3) In fiscal 2011, ATK issued $350,000 aggregate principal amount of 6.875% Senior Subordinated Notes ("the 6.875% Notes") that mature on September 15, 2020. These notes are general unsecured obligations. Interest on these notes is payable on March 15 and September 15 of each year. ATK has the right to redeem some or all of these notes from time to time on or after September 15, 2015, at specified redemption prices. Prior to September 15, 2015, ATK may redeem some or all of these notes at a price equal to 100% of their principal amount plus accrued and unpaid interest to the date of redemption and a specified make-whole premium. Debt issuance costs of approximately $7,100 related to these notes are being amortized to interest expense over 10 years. In accordance with the terms of the Transaction Agreement ATK anticipates redeeming these notes as during the closing process of the Transaction.

(4) In fiscal 2005, ATK issued $200,000 aggregate principal amount of 3.00% Convertible Senior Subordinated Notes (the "3.00% Convertible Notes") that were scheduled to mature on August 15, 2024. During the second quarter of fiscal 2015, ATK retired these notes and paid a total of approximately $354,000 in cash for $199,440 in principal amount. The amount paid in excess of the principal balance was recorded as a reduction to additional paid in capital of approximately $154,000 in the second quarter. The convertible shares had no impact on diluted shares outstanding for the quarter ended December 28, 2014 as the notes were redeemed during the second quarter of fiscal 2015 and an impact of 821,000 for the quarter ended December 29, 2013 because ATK's average stock price exceeded the conversion price during that period. For the nine months ended December 28, 2014 and December 29, 2013 convertible shares had an impact of 394,000 and 476,000, respectively, because ATK's average stock price exceeded the conversion price during those periods.

See Note 9 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 for additional information regarding the terms and conditions of the Company’s outstanding debt agreements.

Schedule of Interest Rate Derivatives [Table Text Block]

Interest Rate Swaps

During fiscal 2014, ATK entered into five floating-to-fixed interest rate swap agreements in order to manage interest costs and the risk associated with variable interest rates. As of December 28, 2014, ATK had the following cash flow hedge interest rate swaps in place:

	Notional		Fair Value			Pay Fixed		Receive Floating		Maturity Date
Non-amortizing swap	$	100,000	$	(432	)	0.87	%	0.16	%	August 2016
Non-amortizing swap	$	100,000	$	(647	)	1.29	%	0.16	%	August 2017
Non-amortizing swap	$	100,000	$	(1,180	)	1.69	%	0.16	%	August 2018
Non-amortizing swap	$	50,000	$	105		0.65	%	0.16	%	November 2016
Non-amortizing swap	$	50,000	$	62		1.10	%	0.16	%	November 2017

The amount to be paid or received under these swaps is recorded as an adjustment to interest expense.

Schedule of minimum payments on outstanding long-term debt

Remainder of fiscal 2015	$	29,999
Fiscal 2016	59,997
Fiscal 2017	59,997
Fiscal 2018	59,997
Fiscal 2019 (1)	1,019,247
Thereafter	839,263
Total	$	2,068,500

XML

Derivative Financial Instruments (Details) (USD $)	3 Months Ended		9 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 28, 2014	Dec. 29, 2013	Mar. 31, 2014 derivative
Derivative Financial Instruments
Number of Interest Rate Derivatives Held					5
Derivative, Notional Amount	$ 400,000,000		$ 400,000,000
Fair value of derivative instruments designated as hedging instruments
Interest Rate Cash Flow Hedge Asset at Fair Value	167,000		167,000		328,000
Fair value of derivative assets designated as hedging instruments	1,150,000		1,150,000		328,000
Interest Rate Cash Flow Hedge Liability at Fair Value	2,259,000		2,259,000		2,071,000
Fair value of derivative liabilities designated as hedging instruments	6,982,000		6,982,000		8,459,000
Pretax amount of gain (loss) reclassified from Accumulated Other Comprehensive Income (Loss)
Commodity forward contracts, (gain)/loss reclassified from accumulated other comprehensive income (loss)	(431,000)	(2,688,000)	(2,204,000)	(4,297,000)
Forward foreign currency contracts, (gain)/loss reclassified from accumulated other comprehensive income (loss)	718,000	0	718,000	0
Gain or (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)
Commodity forward contracts, gain or (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)	0	0	0	(1,637,000)
Forward foreign currency contracts, gain or (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)	0	0	0	0
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	(1,037,000)	(869,000)	(3,011,000)	(869,000)
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness	0	0	0	0
Other current assets / other accrued liabilities
Fair value of derivative instruments designated as hedging instruments
Commodity forward contracts designated as hedging instruments, fair value of assets	163,000		163,000		0
Commodity forward contracts designated as hedging instruments, fair value of liabilities	2,848,000		2,848,000		6,212,000
Deferred charges and other non-current assets / other long-term liabilities
Fair value of derivative instruments designated as hedging instruments
Commodity forward contracts designated as hedging instruments, fair value of assets	0		0		0
Commodity forward contracts designated as hedging instruments, fair value of liabilities	0		0		176,000
Other Current Assets [Member]
Fair value of derivative instruments designated as hedging instruments
Foreign Currency Cash Flow Hedge Asset at Fair Value	820,000		820,000		0
Other Current Liabilities [Member]
Fair value of derivative instruments designated as hedging instruments
Foreign Currency Cash Flow Hedge Liability at Fair Value	1,620,000		1,620,000		0
Other Noncurrent Liabilities [Member]
Fair value of derivative instruments designated as hedging instruments
Foreign Currency Cash Flow Hedge Asset at Fair Value	0		0		0
Foreign Currency Cash Flow Hedge Liability at Fair Value	255,000		255,000		0
Commodity Contract Copper [Member]
Derivative Financial Instruments
Outstanding commodity forward contract	9,825,000		9,825,000
Zinc
Derivative Financial Instruments
Outstanding commodity forward contract	4,350,000		4,350,000
Euro foreign currency purchase forward contract [Member]
Derivative Financial Instruments
Outstanding commodity forward contract	40,654		40,654
Euro foreign currency sale forward contract [Member]
Derivative Financial Instruments
Outstanding commodity forward contract	5,983		5,983
British Pound Sterling foreign currency sale forward contract [Member]
Derivative Financial Instruments
Outstanding commodity forward contract	1,371		1,371
Number of interest rate derivatives held in liability position [Member]
Derivative Financial Instruments
Number of Interest Rate Derivatives Held	3		3
Number of interest rate derivatives held in asset position [Member]
Derivative Financial Instruments
Number of Interest Rate Derivatives Held	2		2
Notional amount of $100 million [Member]
Derivative Financial Instruments
Number of Interest Rate Derivatives Held	3		3
Notional amount to mature August 2016 [Member]
Derivative Financial Instruments
Derivative, Notional Amount	100,000,000		100,000,000
Notional amount of $50 million. [Member]
Derivative Financial Instruments
Number of Interest Rate Derivatives Held	2		2
Notional amount to mature August 2017 [Member]
Derivative Financial Instruments
Derivative, Notional Amount	100,000,000		100,000,000
Notional amount to mature August 2018 [Member]
Derivative Financial Instruments
Derivative, Notional Amount	100,000,000		100,000,000
NotionalamounttomatureNovember2017 [Member]
Derivative Financial Instruments
Derivative, Notional Amount	50,000,000		50,000,000
NotionalamounttomatureNovember2016 [Member]
Derivative Financial Instruments
Derivative, Notional Amount	$ 50,000,000		$ 50,000,000

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Acquisitions (Details) (USD $) In Thousands, unless otherwise specified	5 Months Ended	9 Months Ended		3 Months Ended		9 Months Ended
	Mar. 31, 2014	Dec. 28, 2014 Entity	Mar. 31, 2014	Dec. 28, 2014	Dec. 29, 2013	Dec. 29, 2013	Jun. 21, 2013	Oct. 31, 2013 employee
Business Acquisition [Line Items]
Business Acquisition, Cost of Acquired Entity, Cash Paid	$ 985,000
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount							0
Number of acquisitions		0
Savage Sports Corporation [Member]
Business Acquisition [Line Items]
Business Acquisition, Cost of Acquired Entity, Cash Paid			315,000
Number of employees of the acquired entity							400
Bushnell Group Holdings, Inc. [Member]
Business Acquisition [Line Items]
Business Acquisition, Cost of Acquired Entity, Cash Paid	985,000
Number of employees of the acquired entity								1,100
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual		420,736		151,164		85,074
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual		40,365		19,994		3,123
Business Combination, Acquired Inventory, Stepup adjustment expense					$ 1,377

XML

Changes in Estimates (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 28, 2014	Dec. 29, 2013
Operating Income Adjustments Under Percentage of Completion Method [Line Items]
Operating income adjustments under percentage of completion method	$ 19,220	$ 19,657	$ 62,201	$ 86,937
Small Caliber Systems contract adjustment [Member]
Operating Income Adjustments Under Percentage of Completion Method [Line Items]
Operating income adjustments under percentage of completion method				$ 39,125

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Accumulated Other Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 28, 2014	Dec. 29, 2013	Sep. 28, 2014	Mar. 31, 2014	Sep. 29, 2013	Mar. 31, 2013
Accumulated Other Comprehensive Income Loss [Line Items]
Derivatives	$ (3,608)		$ (3,608)			$ (5,022)
Available-for-sale securities	1,108		1,108			(1,505)
Pension and other postretirement benefits	633,480		633,480			675,114
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	(16,920)		(16,920)			832
Total accumulated other comprehensive loss	(652,900)	(775,571)	(652,900)	(775,571)	(656,538)	(680,809)	(794,535)	(828,304)
Net decrease in fair value of derivatives	(3,054)	59	(1,368)	(4,730)
Net losses reclassified from AOCI, offsetting the price paid to suppliers	462	2,187	2,782	3,184
Net losses reclassified from AOCI, due to ineffectiveness				999
Net actuarial losses reclassified from AOCI (2)	18,638	22,847	55,919	68,541
Prior service costs reclassified from AOCI (2)	(4,761)	(4,531)	(14,285)	(13,594)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	(7,677)	(1,654)	(15,415)	(1,620)
Net change in available-for-sale securities	30	56	276	(47)
Derivative Adjustments [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Derivatives	(3,608)	(2,739)	(3,608)	(2,739)	(1,016)	(5,022)	(4,985)	(2,192)
Net decrease in fair value of derivatives	(3,054)	59	(1,368)	(4,730)
Net losses reclassified from AOCI, offsetting the price paid to suppliers	462	2,187	2,782	3,184
Net losses reclassified from AOCI, due to ineffectiveness				999
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	(16,920)	(1,620)	(16,920)	(1,620)	(9,243)	(1,505)	34	0
Pension and OPEB Adjustments [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Pension and other postretirement benefits	633,480	(771,951)	633,480	(771,951)	647,357	675,114	790,267	826,898
Net actuarial losses reclassified from AOCI (2)	18,638	22,847	55,919	68,541
Prior service costs reclassified from AOCI (2)	4,761	4,531	14,285	13,594
Available for sale securities adjustments [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Available-for-sale securities	$ 1,108	$ 739	$ 1,108	$ 739	$ 1,078	$ 832	$ 683	$ 786

XML

Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Mar. 31, 2014
Fair value of assets and liabilities measured on a recurring basis
Number of Interest Rate Derivatives Held		5
Number of Foreign Currency Derivatives Held		0
Fair value of assets and liabilities that are measured on a recurring basis | Fair Value Measurements Using Inputs Considered as Level 2
Assets
Marketable securities	$ 11,902	$ 10,130
Derivatives	1,150	328
Liabilities
Derivatives	$ 6,982	$ 8,459

XML

Earnings Per Share Data (Tables)

9 Months Ended

Dec. 28, 2014

Earnings Per Share [Abstract]

Schedule of weighted average number of shares

In computing EPS for the quarter and nine months ended December 28, 2014 and December 29, 2013 earnings, as reported for each respective period, is divided by weighted-average shares outstanding, determined as follows (in thousands):

	Quarter Ended		Nine Months Ended
Weighted-average Shares Outstanding	December 28, 2014	December 29, 2013	December 28, 2014	December 29, 2013
Basic	31,693	31,536	31,676	31,701
Dilutive effect of stock-based awards	305	256	340	241
Dilutive effect of contingently issuable shares	—	821	394	476
Diluted	31,998	32,613	32,410	32,418
Anti-dilutive stock options excluded from the calculation of diluted earnings per share	45	3	45	3

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Consolidating Financial statements (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 28, 2014	Dec. 29, 2013	Mar. 31, 2014	Oct. 31, 2013	Mar. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Revenue, Net	$ 1,251,378	$ 1,208,404	$ 3,800,017	$ 3,429,526
Cost of sales	947,534	919,234	2,885,513	2,630,919
Gross profit	303,844	289,170	914,504	798,607
Research and development	12,194	11,899	31,024	34,126
Selling and Marketing Expense	62,122	56,952	185,366	146,617
General and Administrative Expense	72,537	74,344	224,891	198,003
goodwillandtradenameimpairment	52,220	0	52,220	0
Income before interest, income taxes, and noncontrolling interest	104,771	145,975	421,003	419,861
Income (Loss) from Equity Method Investments	0	0	0	0
Interest and Debt Expense	(21,394)	(28,501)	(68,169)	(57,634)
Interest income	28	1,793	72	1,884
Income before income taxes and noncontrolling interest	83,405	119,267	352,906	364,111
Income tax provision	37,617	38,954	126,262	118,991
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	45,788	80,313	226,644	245,120
Net Income (Loss) Attributable to Noncontrolling Interest	141	27	291	210
Net income attributable to Alliant Techsystems Inc.	45,647	80,286	226,353	244,910
Other Comprehensive Income (Loss), Net of Tax	3,638	18,964	27,909	52,733
Comprehensive income	49,426	99,277	254,553	297,853
Less comprehensive income attributable to noncontrolling interest	141	27	291	210
Comprehensive income attributable to Alliant Techsystems Inc.	49,285	99,250	254,262	297,643
Cash and cash equivalents	112,920	189,757	112,920	189,757	266,632		417,289
Receivables, Net, Current	1,711,654		1,711,654		1,473,820
Due from Affiliate, Current	0		0		0
Net inventories	552,390		552,390		558,250
Income Taxes Receivable, Current	33,233		33,233		0
Deferred Tax Assets, Net, Current	97,855		97,855		93,616
Other current assets	81,400		81,400		69,280
Total current assets	2,589,452		2,589,452		2,461,598
Property, Plant and Equipment, Net	692,992		692,992		697,551
Investments in and Advances to Affiliates, at Fair Value	0		0		0
Goodwill	1,883,711		1,883,711		1,916,921	524,204
Intangible Assets, Net (Excluding Goodwill)	537,168		537,168		577,850
Due from Affiliate, Noncurrent	0		0		0
Deferred charges and other non-current assets	116,396		116,396		117,226
Total assets	5,819,719		5,819,719		5,771,146
Current portion of long-term debt	159,997		159,997		249,228
Accounts Payable, Current	341,697		341,697		315,605
Due to Affiliate, Current	0		0		0
Contract advances and allowances	142,742		142,742		105,787
Accrued compensation	100,317		100,317		128,821
Other accrued liabilities	315,129		315,129		322,832
Total current liabilities	1,059,882		1,059,882		1,130,150
Long-term debt	1,908,503		1,908,503		1,843,750
Postretirement and postemployment benefits liabilities	67,253		67,253		74,874
Defined Benefit Pension Plan, Liabilities, Noncurrent	464,869		464,869		557,775
Deferred Tax Liabilities, Net, Noncurrent	141,358		141,358		117,515
Due to Affiliate, Noncurrent	0		0		0
Other long-term liabilities	128,707		128,707		124,944
Total liabilities	3,770,572		3,770,572		3,849,008
Stockholders' Equity Attributable to Parent	2,038,293		2,038,293		1,911,575
Stockholders' Equity Attributable to Noncontrolling Interest	10,854		10,854		10,563
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,049,147	1,746,284	2,049,147	1,746,284	1,922,138		1,512,561
Total liabilities and equity	5,819,719		5,819,719		5,771,146
Net Cash Provided by (Used in) Operating Activities, Continuing Operations			154,186	222,284
Payments to Acquire Property, Plant, and Equipment			(91,991)	(80,580)
Payments to Acquire Businesses, Net of Cash Acquired			0	(1,301,597)
Payments for (Proceeds from) Other Investing Activities			0	0
Proceeds from the disposition of property, plant, and equipment			2,154	5,326
Cash used for investing activities			(89,837)	(1,376,851)
Payments of Distributions to Affiliates			0	0
Borrowings on line of credit			635,000	280,000
Repayments of Lines of Credit			(535,000)	(280,000)
Repayments of Long-term Debt			(28,250)	(25,000)
Early Repayment of Senior Debt			(404,462)	(510,000)
Proceeds from Issuance of Long-term Debt			150,000	1,560,000
Payments of Financing Costs			(1,008)	(21,641)
Payments for Repurchase of Common Stock			(9,001)	(53,270)
Payments of Ordinary Dividends, Common Stock			(30,657)	(24,951)
Proceeds from Stock Plans				729
Excess tax benefits from share-based plans			6,983	833
Cash provided by (used for) financing activities			(216,395)	926,700
Effect of Exchange Rate on Cash and Cash Equivalents			(1,666)	335
(Decrease) increase in cash and cash equivalents			(153,712)	(227,532)
Accrued Income Taxes, Current	0		0		7,877
Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue, Net	0	0	0	0
Cost of sales	0	0	0	0
Gross profit	0	0	0	0
Research and development	0	0	0	0
Selling and Marketing Expense	0	0	0	0
General and Administrative Expense	4,078	3,129	12,005	9,437
goodwillandtradenameimpairment	0
Income before interest, income taxes, and noncontrolling interest	(4,078)	(3,129)	(12,005)	(9,437)
Income (Loss) from Equity Method Investments	61,345	99,743	275,688	286,172
Interest and Debt Expense	(21,438)	(28,501)	(68,189)	(57,634)
Interest income	0	0	0	0
Income before income taxes and noncontrolling interest	35,829	68,113	195,494	219,101
Income tax provision	(9,818)	(12,173)	(30,859)	(25,809)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	45,647	80,286	226,353	244,910
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
Net income attributable to Alliant Techsystems Inc.	45,647	80,286	226,353	244,910
Other Comprehensive Income (Loss), Net of Tax	3,638	18,964	27,909	52,733
Comprehensive income	49,285	99,250	254,262	297,643
Less comprehensive income attributable to noncontrolling interest	0	0	0	0
Comprehensive income attributable to Alliant Techsystems Inc.	49,285	99,250	254,262	297,643
Cash and cash equivalents	0	0	0	0	0		0
Receivables, Net, Current	0		0		0
Due from Affiliate, Current	0		0		0
Net inventories	0		0		0
Income Taxes Receivable, Current	0		0
Deferred Tax Assets, Net, Current	0		0		0
Other current assets	983		983		0
Total current assets	983		983		0
Property, Plant and Equipment, Net	0		0		0
Investments in and Advances to Affiliates, at Fair Value	6,205,902		6,205,902		5,921,889
Goodwill	0		0		0
Intangible Assets, Net (Excluding Goodwill)	0		0		0
Due from Affiliate, Noncurrent	0		0		0
Deferred charges and other non-current assets	21,561		21,561		24,600
Total assets	6,228,446		6,228,446		5,946,489
Current portion of long-term debt	159,997		159,997		249,228
Accounts Payable, Current	0		0		0
Due to Affiliate, Current	0		0		0
Contract advances and allowances	0		0		0
Accrued compensation	0		0		0
Other accrued liabilities	18,996		18,996		14,553
Total current liabilities	178,993		178,993		263,781
Long-term debt	1,908,503		1,908,503		1,843,750
Postretirement and postemployment benefits liabilities	0		0		0
Defined Benefit Pension Plan, Liabilities, Noncurrent	0		0		0
Deferred Tax Liabilities, Net, Noncurrent	0		0		0
Due to Affiliate, Noncurrent	2,100,143		2,100,143		1,925,136
Other long-term liabilities	2,514		2,514		2,247
Total liabilities	4,190,153		4,190,153		4,034,914
Stockholders' Equity Attributable to Parent	2,038,293		2,038,293		1,911,575
Stockholders' Equity Attributable to Noncontrolling Interest	0		0		0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,038,293		2,038,293		1,911,575
Total liabilities and equity	6,228,446		6,228,446		5,946,489
Net Cash Provided by (Used in) Operating Activities, Continuing Operations			(8,076)	7,060
Payments to Acquire Property, Plant, and Equipment			0	0
Payments to Acquire Businesses, Net of Cash Acquired				(1,344,119)
Payments for (Proceeds from) Other Investing Activities			0	0
Proceeds from the disposition of property, plant, and equipment			0	0
Cash used for investing activities			0	(1,344,119)
Payments of Distributions to Affiliates			224,471	410,359
Borrowings on line of credit			635,000	280,000
Repayments of Lines of Credit			(535,000)	(280,000)
Repayments of Long-term Debt			(28,250)	(25,000)
Early Repayment of Senior Debt			(404,462)	(510,000)
Proceeds from Issuance of Long-term Debt			150,000	1,560,000
Payments of Financing Costs			(1,008)	(21,641)
Payments for Repurchase of Common Stock			(9,001)	(53,270)
Payments of Ordinary Dividends, Common Stock			(30,657)	(24,951)
Proceeds from Stock Plans				729
Excess tax benefits from share-based plans			6,983	833
Cash provided by (used for) financing activities			8,076	1,337,059
Effect of Exchange Rate on Cash and Cash Equivalents			0	0
(Decrease) increase in cash and cash equivalents			0	0
Accrued Income Taxes, Current					0
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue, Net	1,192,946	1,165,686	3,633,504	3,366,598
Cost of sales	919,025	891,821	2,787,795	2,585,195
Gross profit	273,921	273,865	845,709	781,403
Research and development	12,195	11,853	30,923	33,922
Selling and Marketing Expense	52,327	50,441	156,217	138,874
General and Administrative Expense	63,771	66,738	198,783	182,140
goodwillandtradenameimpairment	52,220		52,220
Income before interest, income taxes, and noncontrolling interest	93,408	144,833	407,566	426,467
Income (Loss) from Equity Method Investments	10,272	2,258	15,220	(1,432)
Interest and Debt Expense	1	0	0	0
Interest income	912	1,661	2,667	1,569
Income before income taxes and noncontrolling interest	104,593	148,752	425,453	426,604
Income tax provision	43,104	49,612	149,661	142,303
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	61,489	99,140	275,792	284,301
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
Net income attributable to Alliant Techsystems Inc.	61,489	99,140	275,792	284,301
Other Comprehensive Income (Loss), Net of Tax	11,315	18,372	43,324	54,900
Comprehensive income	72,804	117,512	319,116	339,201
Less comprehensive income attributable to noncontrolling interest	0	0	0	0
Comprehensive income attributable to Alliant Techsystems Inc.	72,804	117,512	319,116	339,201
Cash and cash equivalents	92,105	136,641	92,105	136,641	220,056		382,725
Receivables, Net, Current	1,654,270		1,654,270		1,418,583
Due from Affiliate, Current	0		0		4,876
Net inventories	489,808		489,808		499,046
Income Taxes Receivable, Current	38,044		38,044
Deferred Tax Assets, Net, Current	93,300		93,300		88,543
Other current assets	76,930		76,930		57,324
Total current assets	2,444,457		2,444,457		2,288,428
Property, Plant and Equipment, Net	680,137		680,137		684,424
Investments in and Advances to Affiliates, at Fair Value	184,547		184,547		203,738
Goodwill	1,764,231		1,764,231		1,783,737
Intangible Assets, Net (Excluding Goodwill)	493,968		493,968		527,565
Due from Affiliate, Noncurrent	2,158,532		2,158,532		1,997,307
Deferred charges and other non-current assets	93,426		93,426		92,475
Total assets	7,819,298		7,819,298		7,577,674
Current portion of long-term debt	0		0		0
Accounts Payable, Current	324,974		324,974		300,132
Due to Affiliate, Current	4,082		4,082		0
Contract advances and allowances	142,628		142,628		105,592
Accrued compensation	96,959		96,959		125,908
Other accrued liabilities	279,128		279,128		269,809
Total current liabilities	847,771		847,771		807,695
Long-term debt	0		0		0
Postretirement and postemployment benefits liabilities	67,253		67,253		74,874
Defined Benefit Pension Plan, Liabilities, Noncurrent	464,869		464,869		557,775
Deferred Tax Liabilities, Net, Noncurrent	128,404		128,404		103,149
Due to Affiliate, Noncurrent	0		0		0
Other long-term liabilities	125,661		125,661		122,153
Total liabilities	1,633,958		1,633,958		1,665,646
Stockholders' Equity Attributable to Parent	6,185,340		6,185,340		5,912,028
Stockholders' Equity Attributable to Noncontrolling Interest	0		0		0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	6,185,340		6,185,340		5,912,028
Total liabilities and equity	7,819,298		7,819,298		7,577,674
Net Cash Provided by (Used in) Operating Activities, Continuing Operations			182,718	202,788
Payments to Acquire Property, Plant, and Equipment			(88,356)	(79,997)
Payments to Acquire Businesses, Net of Cash Acquired				36,978
Payments for (Proceeds from) Other Investing Activities			(224,471)	(410,359)
Proceeds from the disposition of property, plant, and equipment			2,158	5,326
Cash used for investing activities			(310,669)	(448,052)
Payments of Distributions to Affiliates			0	0
Borrowings on line of credit			0	0
Repayments of Lines of Credit			0	0
Repayments of Long-term Debt			0	0
Early Repayment of Senior Debt			0	0
Proceeds from Issuance of Long-term Debt			0	0
Payments of Financing Costs			0	0
Payments for Repurchase of Common Stock			0	0
Payments of Ordinary Dividends, Common Stock			0	0
Proceeds from Stock Plans				0
Excess tax benefits from share-based plans			0	0
Cash provided by (used for) financing activities			0	0
Effect of Exchange Rate on Cash and Cash Equivalents			0	(820)
(Decrease) increase in cash and cash equivalents			(127,951)	(246,084)
Accrued Income Taxes, Current					6,254
Non-Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue, Net	69,519	62,901	164,339	98,047
Cost of sales	39,596	47,596	95,544	80,843
Gross profit	29,923	15,305	68,795	17,204
Research and development	(1)	46	101	204
Selling and Marketing Expense	9,795	6,511	29,149	7,743
General and Administrative Expense	4,688	4,477	14,103	6,426
goodwillandtradenameimpairment	0		0
Income before interest, income taxes, and noncontrolling interest	15,441	4,271	25,442	2,831
Income (Loss) from Equity Method Investments	0	0	0	0
Interest and Debt Expense	(937)	0	(2,865)	0
Interest income	96	132	290	315
Income before income taxes and noncontrolling interest	14,600	4,403	22,867	3,146
Income tax provision	4,331	1,515	7,460	2,497
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	10,269	2,888	15,407	649
Net Income (Loss) Attributable to Noncontrolling Interest	141	27	291	210
Net income attributable to Alliant Techsystems Inc.	10,128	2,861	15,116	439
Other Comprehensive Income (Loss), Net of Tax	(7,677)	(1,654)	(15,415)	(1,620)
Comprehensive income	2,592	1,234	(8)	(971)
Less comprehensive income attributable to noncontrolling interest	141	27	291	210
Comprehensive income attributable to Alliant Techsystems Inc.	2,451	1,207	(299)	(1,181)
Cash and cash equivalents	20,815	53,116	20,815	53,116	46,576		34,564
Receivables, Net, Current	57,384		57,384		55,237
Due from Affiliate, Current	4,082		4,082		0
Net inventories	62,582		62,582		59,204
Income Taxes Receivable, Current	(4,811)		(4,811)
Deferred Tax Assets, Net, Current	4,555		4,555		5,073
Other current assets	3,487		3,487		11,956
Total current assets	148,094		148,094		178,046
Property, Plant and Equipment, Net	12,855		12,855		13,127
Investments in and Advances to Affiliates, at Fair Value	0		0		0
Goodwill	119,480		119,480		133,184
Intangible Assets, Net (Excluding Goodwill)	43,200		43,200		50,285
Due from Affiliate, Noncurrent	0		0		0
Deferred charges and other non-current assets	1,409		1,409		151
Total assets	325,038		325,038		374,793
Current portion of long-term debt	0		0		0
Accounts Payable, Current	16,723		16,723		15,473
Due to Affiliate, Current	0		0		4,876
Contract advances and allowances	114		114		195
Accrued compensation	3,358		3,358		2,913
Other accrued liabilities	17,005		17,005		38,470
Total current liabilities	37,200		37,200		63,550
Long-term debt	0		0		0
Postretirement and postemployment benefits liabilities	0		0		0
Defined Benefit Pension Plan, Liabilities, Noncurrent	0		0		0
Deferred Tax Liabilities, Net, Noncurrent	12,954		12,954		14,366
Due to Affiliate, Noncurrent	58,389		58,389		72,168
Other long-term liabilities	532		532		544
Total liabilities	109,075		109,075		150,628
Stockholders' Equity Attributable to Parent	205,109		205,109		213,602
Stockholders' Equity Attributable to Noncontrolling Interest	10,854		10,854		10,563
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	215,963		215,963		224,165
Total liabilities and equity	325,038		325,038		374,793
Net Cash Provided by (Used in) Operating Activities, Continuing Operations			(13,456)	17,436
Payments to Acquire Property, Plant, and Equipment			(3,635)	(583)
Payments to Acquire Businesses, Net of Cash Acquired				5,544
Payments for (Proceeds from) Other Investing Activities			0	0
Proceeds from the disposition of property, plant, and equipment			(4)	0
Cash used for investing activities			(3,639)	4,961
Payments of Distributions to Affiliates			0	0
Borrowings on line of credit			0	0
Repayments of Lines of Credit			0	0
Repayments of Long-term Debt			0	0
Early Repayment of Senior Debt			0	0
Proceeds from Issuance of Long-term Debt			0	0
Payments of Financing Costs			0	0
Payments for Repurchase of Common Stock			0	0
Payments of Ordinary Dividends, Common Stock			(7,000)	(5,000)
Proceeds from Stock Plans				0
Excess tax benefits from share-based plans			0	0
Cash provided by (used for) financing activities			(7,000)	(5,000)
Effect of Exchange Rate on Cash and Cash Equivalents			(1,666)	1,155
(Decrease) increase in cash and cash equivalents			(25,761)	18,552
Accrued Income Taxes, Current					1,623
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue, Net	(11,087)	(20,183)	2,174	(35,119)
Cost of sales	(11,087)	(20,183)	2,174	(35,119)
Gross profit	0	0	0	0
Research and development	0	0		0
Selling and Marketing Expense	0	0		0
General and Administrative Expense	0	0		0
goodwillandtradenameimpairment	0		0
Income before interest, income taxes, and noncontrolling interest	0	0	0	0
Income (Loss) from Equity Method Investments	(71,617)	(102,001)	(290,908)	(284,740)
Interest and Debt Expense	980	0		0
Interest income	(980)	0		0
Income before income taxes and noncontrolling interest	(71,617)	(102,001)	(290,908)	(284,740)
Income tax provision	0	0	0	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(71,617)	(102,001)	(290,908)	(284,740)
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
Net income attributable to Alliant Techsystems Inc.	(71,617)	(102,001)	(290,908)	(284,740)
Other Comprehensive Income (Loss), Net of Tax	(3,638)	(16,718)	(27,909)	(53,280)
Comprehensive income	(75,255)	(118,719)	(318,817)	(338,020)
Less comprehensive income attributable to noncontrolling interest	0	0	0	0
Comprehensive income attributable to Alliant Techsystems Inc.	(75,255)	(118,719)	(318,817)	(338,020)
Cash and cash equivalents	0	0	0	0	0		0
Receivables, Net, Current	0		0
Due from Affiliate, Current	(4,082)		(4,082)		(4,876)
Net inventories	0		0
Income Taxes Receivable, Current	0		0
Deferred Tax Assets, Net, Current	0		0
Other current assets	0		0
Total current assets	(4,082)		(4,082)		(4,876)
Property, Plant and Equipment, Net	0		0
Investments in and Advances to Affiliates, at Fair Value	(6,390,449)		(6,390,449)		(6,125,627)
Goodwill	0		0
Intangible Assets, Net (Excluding Goodwill)	0		0
Due from Affiliate, Noncurrent	(2,158,532)		(2,158,532)		(1,997,307)
Deferred charges and other non-current assets	0		0
Total assets	(8,553,063)		(8,553,063)		(8,127,810)
Current portion of long-term debt	0		0		0
Accounts Payable, Current	0		0		0
Due to Affiliate, Current	(4,082)		(4,082)		(4,876)
Contract advances and allowances	0		0		0
Accrued compensation	0		0		0
Other accrued liabilities	0		0		0
Total current liabilities	(4,082)		(4,082)		(4,876)
Long-term debt	0		0		0
Postretirement and postemployment benefits liabilities	0		0		0
Defined Benefit Pension Plan, Liabilities, Noncurrent	0		0		0
Deferred Tax Liabilities, Net, Noncurrent	0		0		0
Due to Affiliate, Noncurrent	(2,158,532)		(2,158,532)		(1,997,304)
Other long-term liabilities	0		0
Total liabilities	(2,162,614)		(2,162,614)		(2,002,180)
Stockholders' Equity Attributable to Parent	(6,390,449)		(6,390,449)		(6,125,630)
Stockholders' Equity Attributable to Noncontrolling Interest	0		0		0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	(6,390,449)		(6,390,449)		(6,125,630)
Total liabilities and equity	(8,553,063)		(8,553,063)		(8,127,810)
Net Cash Provided by (Used in) Operating Activities, Continuing Operations			(7,000)	(5,000)
Payments to Acquire Property, Plant, and Equipment			0	0
Payments to Acquire Businesses, Net of Cash Acquired				0
Payments for (Proceeds from) Other Investing Activities			224,471	410,359
Proceeds from the disposition of property, plant, and equipment			0	0
Cash used for investing activities			224,471	410,359
Payments of Distributions to Affiliates			(224,471)	(410,359)
Borrowings on line of credit			0	0
Repayments of Lines of Credit			0	0
Repayments of Long-term Debt			0	0
Early Repayment of Senior Debt			0	0
Proceeds from Issuance of Long-term Debt			0	0
Payments of Financing Costs			0	0
Payments for Repurchase of Common Stock			0	0
Payments of Ordinary Dividends, Common Stock			7,000	5,000
Proceeds from Stock Plans				0
Excess tax benefits from share-based plans			0	0
Cash provided by (used for) financing activities			(217,471)	(405,359)
Effect of Exchange Rate on Cash and Cash Equivalents			0	0
(Decrease) increase in cash and cash equivalents			0	0
Accrued Income Taxes, Current					$ 0

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Mar. 31, 2014
Inventory Disclosure [Abstract]
Raw materials	$ 160,269	$ 136,414
Work/contracts in process	147,333	150,071
Finished goods	244,788	271,765
Net inventories	$ 552,390	$ 558,250

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Realignment Obligations (Details) (USD $)	3 Months Ended	9 Months Ended
	Dec. 29, 2013	Dec. 28, 2014	Dec. 29, 2013
Realignment liability activity
Balance at the beginning of the period		$ 0
Expense	2,600	10,624,000	8,000
Cash paid		(1,385,000)
Non-cash settlements		(2,465,000)
Balance at the end of the period		6,774,000
Termination benefits
Realignment liability activity
Balance at the beginning of the period		0
Expense		6,774,000
Cash paid		0
Non-cash settlements		0
Balance at the end of the period		6,774,000
Asset impairment
Realignment liability activity
Balance at the beginning of the period		0
Expense		2,465,000
Cash paid		0
Non-cash settlements		(2,465,000)
Balance at the end of the period		0
Facility closure and other costs
Realignment liability activity
Balance at the beginning of the period		0
Expense		1,385,000
Cash paid		(1,385,000)
Non-cash settlements		0
Balance at the end of the period		$ 0

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Share Repurchase

9 Months Ended

Dec. 28, 2014

Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract]

Share Repurchases

Share Repurchases

On January 31, 2012, ATK's Board of Directors authorized a share repurchase program of up to $200,000 worth of shares of ATK common stock, executable over the next two years. On January 29, 2014, ATK's Board of Directors extended the share repurchase program through March 31, 2015. The shares may be purchased from time to time in open market, block purchase, or negotiated transactions, subject to compliance with applicable laws and regulations. The repurchase authorization also allows the Company to make repurchases under Rule 10b5-1 of the Securities Exchange Act of 1934. During the quarter ended December 29, 2013, ATK repurchased 35,253 shares for $3,871. During the nine months endedDecember 29, 2013, ATK repurchased 609,922 shares for $52,130. In accordance with the Transaction Agreement ATK entered into on April 28, 2014, ATK will not repurchase any outstanding shares prior to the closing of the Transaction.

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Goodwill and Deferred Charges and Other Non-Current Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 28, 2014	Dec. 29, 2013	Mar. 31, 2014	Oct. 31, 2013
Goodwill
Amortization of intangible assets	$ 8,508	$ 10,133	$ 25,433	$ 17,239
Goodwill, Acquired During Period			22,648
Goodwill, Impairment Loss			(41,020)
Changes in the carrying amount of goodwill
Balance at the beginning of the period			1,916,921			524,204
Balance at the end of the period	1,883,711		1,883,711			524,204
Goodwill, Translation Adjustments			(14,838)
Deferred charges and other non-current assets
Deferred Finance Costs, Noncurrent, Gross	28,995		28,995		28,356
Less accumulated amortization	(7,600)		(7,600)		(4,084)
Deferred Finance Costs, Noncurrent, Net	21,395		21,395		24,272
Parts inventory, noncurrent	9,473		9,473		10,921
Environmental remediation receivable	22,840		22,840		22,128
Derivative Assets, Noncurrent	167		167		328
Other Assets, Miscellaneous, Noncurrent	62,521		62,521		59,577
Total deferred charges and other non-current assets	116,396		116,396		117,226
Aerospace Group
Goodwill
Goodwill, Acquired During Period			0
Goodwill, Impairment Loss			0
Changes in the carrying amount of goodwill
Balance at the beginning of the period			676,516
Balance at the end of the period	676,516		676,516
Accumulated impairment losses	108,500		108,500
Goodwill, Translation Adjustments			0
Defense Group
Goodwill
Goodwill, Acquired During Period			0
Goodwill, Impairment Loss			0
Changes in the carrying amount of goodwill
Balance at the beginning of the period			366,947
Balance at the end of the period	366,947		366,947
Goodwill, Translation Adjustments			0
Sporting Group
Goodwill
Goodwill, Acquired During Period			22,648
Goodwill, Impairment Loss	41,020		(41,020)
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	11,200
Changes in the carrying amount of goodwill
Balance at the beginning of the period			873,458
Balance at the end of the period	840,248		840,248
Goodwill, Translation Adjustments			$ (14,838)

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Contingencies (Tables)

9 Months Ended

Dec. 28, 2014

Loss Contingency [Abstract]

Summary of the amounts recorded for environmental remediation

The following is a summary of the amounts recorded for environmental remediation:

	December 28, 2014						March 31, 2014
	Payable			Receivable			Payable			Receivable
Amounts (payable) receivable	$	(53,711	)	$	27,640		$	(58,194	)	$	28,540
Unamortized discount	2,657			(1,241		)	4,706			(2,152		)
Present value amounts (payable) receivable	$	(51,054	)	$	26,399		$	(53,488	)	$	26,388

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Inventories (Tables)

9 Months Ended

Dec. 28, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

nventories consist of the following:

	December 28, 2014		March 31, 2014
Raw materials	$	160,269	$	136,414
Work/contracts in process	147,333		150,071
Finished goods	244,788		271,765
Net inventories	$	552,390	$	558,250

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Goodwill and Deferred Charges and Other Non-Current Assets (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 28, 2014	Dec. 29, 2013	Mar. 31, 2014
Amortizing assets
Intangible Assets, Gross (Excluding Goodwill)	$ 632,897		$ 632,897		$ 648,452
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			12 years 4 months 24 days
Gross carrying amount	439,799		439,799		444,154
Accumulated amortization	(95,729)		(95,729)		(70,602)
Intangible Assets, Net (Excluding Goodwill)	537,168		537,168		577,850
Total	344,070		344,070		373,552
Amortization expense	8,508	10,133	25,433	17,239
Expected future amortization expense
Remainder of fiscal 2015	8,528		8,528
Fiscal 2015	32,712		32,712
Fiscal 2016	30,422		30,422
Fiscal 2017	30,422		30,422
Fiscal 2018	27,678		27,678
Thereafter	214,308		214,308
Total	344,070		344,070		373,552
Trade names
Amortizing assets
Gross carrying amount	184,660		184,660		184,660
Accumulated amortization	(31,125)		(31,125)		(21,723)
Total	153,535		153,535		162,937
Expected future amortization expense
Total	153,535		153,535		162,937
Patented technology
Amortizing assets
Gross carrying amount	33,389		33,389		33,389
Accumulated amortization	(13,027)		(13,027)		(10,325)
Total	20,362		20,362		23,064
Expected future amortization expense
Total	20,362		20,362		23,064
Customer relationships and other
Amortizing assets
Gross carrying amount	221,750		221,750		226,105
Accumulated amortization	(51,577)		(51,577)		(38,554)
Total	170,173		170,173		187,551
Expected future amortization expense
Total	$ 170,173		$ 170,173		$ 187,551

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Contingencies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 28, 2014	Dec. 28, 2014	Mar. 31, 2014
Loss Contingency [Abstract]
Unbilled receivables for contract claims	$ 42,991	$ 42,991	$ 35,113
Fair Value Inputs, Discount Rate	0.75%		1.50%
Environmental liabilities discount rate, net of estimated inflation (as a percent)	1.50%	1.50%	0.80%
Environmental receivable discount rate, net of estimated inflation (as a percent)	1.50%	1.50%	0.80%
Treasury constant maturities rate used to estimate discount rate (in years)		20 years
Estimated inflationary factor (as a percent)	1.90%	1.90%
Environmental remediation
Amounts (payable) receivable	(53,711)	(53,711)	(58,194)
Unamortized discount	2,657	2,657	4,706
Amounts (payable) receivable	27,640	27,640	28,540
Unamortized discount	(1,241)	(1,241)	(2,152)
Present value amounts (payable) receivable	(51,054)	(51,054)	(53,488)
Present value amounts (payable) receivable	26,399	26,399	26,388
Discounted liability recorded in other current liabilities	5,679	5,679	8,550
Discounted liability recorded in other long-term liabilities	45,375	45,375	44,938
Discounted receivable recorded in other current assets	3,559	3,559
Discounted receivable recorded in other non-current assets	22,840	22,840
Minimum
Business Acquisition [Line Items]
Period beyond balance sheet date for classifying the environmental remediation as non-current (in years)		1 year
Estimated discounted reasonably possible costs of environmental remediation	51,054	51,054
Maximum
Business Acquisition [Line Items]
Estimated discounted reasonably possible costs of environmental remediation	$ 80,730	$ 80,730

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Long-Term Debt (Details 3) (USD $)	Dec. 28, 2014	Sep. 28, 2014	Mar. 31, 2014	Oct. 31, 2013
Additional information about convertible notes
Debt Instrument, Convertible, Carrying Amount of Equity Component		$ 154,000,000
Principal amount of the liability component	2,068,500,000		2,096,190,000
Unamortized discount of liability component	0		3,212,000
Net carrying amount of liability component	2,068,500,000		2,092,978,000
Minimum payments on outstanding long-term debt
Remainder of fiscal 2015	29,999,000
Fiscal 2016	59,997,000
Fiscal 2017	59,997,000
Fiscal 2018	59,997,000
Fiscal 2019 (1)	1,019,247,000
Thereafter	839,263,000
Total	2,068,500,000		2,096,190,000
Line of Credit 2018 [Member]
Additional information about convertible notes
Principal amount of the liability component				700,000,000
Net carrying amount of liability component	100,000,000		0
Minimum payments on outstanding long-term debt
Total				700,000,000
2013 Senior Credit Facility [Member]
Debt Instrument [Line Items]
Eurodollar margin (as a percent)	2.00%
3.00% Convertible Senior Subordinated Notes due 2024
Additional information about convertible notes
Principal amount of the liability component	0		199,440,000
Minimum payments on outstanding long-term debt
Total	0		199,440,000
Line of Credit
Additional information about convertible notes
Net carrying amount of liability component	$ 100,000,000