11-K 1 j2386_11k.htm 11-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934

 

ý

Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

 

For the fiscal year ended December 31, 2002

 

 

OR

 

 

o

Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

 

Commission file number 1-10582

 

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Alliant Techsystems Inc. 401(k) Plan

 

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Alliant Techsystems Inc.

5050 Lincoln Drive

Edina, Minnesota 55436

 

 



 

Required Information

 

A.    Financial Statements:

Independent Auditors’ Report

Financial Statements:

Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001

Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 2002 and 2001

Notes to Financial Statements

 

B.    Exhibits

23. 

Independent Auditors’ Consent

99.1

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2 

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 



 

Signatures

 

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Alliant Techsystems Inc. 401(k) Plan

 

 

 

(Name of Plan)

 

ALLIANT TECHSYSTEMS INC.

 

 

 

 

Date: June 27, 2003

 

By:

/s/ ERIC S. RANGEN

 

 

 

Eric S. Rangen

 

 

 

Vice President and Chief Financial Officer

 



 

ALLIANT TECHSYSTEMS INC.
401(k) PLAN

 

Financial Statements as of and for the
Years Ended December 31, 2002 and 2001
and Independent Auditors’ Report

 



 

INDEPENDENT AUDITORS’ REPORT

 

 

Alliant Techsystems Inc. 401(k) Plan

 

We have audited the accompanying statements of net assets available for benefits of the Alliant Techsystems Inc. 401(k) Plan (the Plan) as of December 31, 2002 and 2001 and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001 and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

/S/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

 

June 13, 2003

 



 

ALLIANT TECHSYSTEMS INC. 401(k) PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2002 and 2001

 

 

 

2002

 

2001

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

Participant receivables

 

 

 

$

57

 

Employer contributions receivable

 

$

1,284,350

 

568,826

 

Cash held outside Master Trust

 

 

 

219,102,732

 

Investments held by Master Trust, at fair value (Notes 1 and 10)

 

959,375,871

 

770,601,385

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

960,660,221

 

$

990,273,000

 

 

See notes to financial statements.

 

2



 

ALLIANT TECHSYSTEMS INC. 401(k) PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002 AND 2001

 

 

 

2002

 

2001

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR

 

$

990,273,000

 

$

531,857,480

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Employee contributions

 

44,473,993

 

21,178,216

 

Employer contributions

 

14,276,464

 

6,043,743

 

Interest, net

 

8,691,965

 

1,874,980

 

Dividends

 

18,063,817

 

7,246,057

 

Net depreciation in fair value of investments

 

(88,091,204

)

(806,994

)

Total (deductions) additions

 

(2,584,965

)

35,536,002

 

 

 

 

 

 

 

TRANSFERS BETWEEN PLANS

 

(566,242

)

75,779

 

 

 

 

 

 

 

MERGED FROM THIOKOL RETIREMENT SAVINGS AND INVESTMENT PLAN

 

5,434

 

476,207,235

 

 

 

 

 

 

 

TRANSFER IN FROM BLOUNT 401(k) RETIREMENT SAVINGS PLAN

 

42,865,416

 

1,835,648

 

 

 

 

 

 

 

TRANSFER IN FROM ALLIANT TECHSYSTEMS INC. FERRULMATIC OPERATIONS EMPLOYEE SAVINGS AND PROFIT SHARING PLAN

 

 

 

57,735

 

 

 

 

 

 

 

TRANSFER OUT TO KILGORE FLARES COMPANY LLC 401(k) PLAN

 

 

 

(2,909,180

)

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Distributions to participants

 

69,074,123

 

52,332,562

 

Trustee and administrative fees

 

258,299

 

55,137

 

Total deductions

 

69,332,422

 

52,387,699

 

 

 

 

 

 

 

NET (DEDUCTIONS) ADDITIONS

 

(29,612,779

)

458,415,520

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR

 

$

960,660,221

 

$

990,273,000

 

 

See notes to financial statements.

 

3



 

ALLIANT TECHSYSTEMS INC. 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002 AND 2001

 

1.                                       SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting - The financial statements of the Alliant Techsystems Inc. 401(k) Plan (the Plan) are presented on the accrual basis of accounting.

 

401(k) Master Trust Agreement - Alliant Techsystems Inc. (the Company) has established a 401(k) Master Trust (the Trust) to serve as the funding medium for the Plan and certain other employee benefit plans of the Company (the Participating Plans).  See Note 2 for a description of the Plan.  The Plan’s equity in the net assets and changes in net assets from operations of the Trust are included in the financial statements.  At December 31, 2002 and 2001, the Plan’s interest in the net assets of the Trust was approximately 93% and 91%, respectively.  Fidelity Trust Management Company is the trustee for the Plan.

 

Investment Valuation and Income Recognition - Investments are stated at market value, which is generally determined by quoted market prices.  Security transactions (purchases and sales of investments) are recorded on the trade date.  The realized gain or loss on sales of investments is determined based upon the average cost of investments sold.  Dividend income is recorded on the ex-dividend date.  Interest and other income are recorded as earned.  The trustee charges trustee and administrative fees directly against the individual investment balances.  Fees range from 0.1% to 2.2% of the fund balance.

 

Payment of Benefits – Benefits are recorded when paid.

 

2.                                       PLAN DESCRIPTION

 

General Information - The Plan is a defined contribution, voluntary, tax-deferred savings plan designed to provide supplemental retirement benefits to the Company’s employees not covered under a collective bargaining agreement subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).  The Alliant Techsystems Inc. Pension and Retirement Committee has management and administrative responsibility for the Plan.  A summary plan description, which summarizes the provisions of the Plan and is provided to all plan participants, is published.

 

Participation - Each employee of the Company classified as regular full-time or regular part-time, except a person employed by an excluded business unit or a person employed under a collective bargaining agreement that does not provide for participation in the Plan, automatically becomes a participant on the date of hire by the Company or transfer into the Plan.

 

4



 

Contributions - The following contributions are made to the Plan:

 

a.                                       The Company contributes to the Plan an amount on behalf of the participants equal to the percentage of their pay elected by the participants, who designate either pre-tax or after-tax contributions.  The maximum pretax contribution percentage is determined by the Alliant Pension and Retirement Committee in accordance with Internal Revenue Service (IRS) guidelines.  Contributions, including sponsor stock match contributions, are also limited to the lesser of $40,000 or 100% of the participant’s pay for a plan year.  The Plan currently offers thirty-three funds as investments options for participants.

 

b.                                      Participants who have received a distribution from any other plan qualified under Section 401(a) of the Internal Revenue Code (the Code) or from an individual retirement plan under Sections 402 and 408 of the Code may transfer all or a part of such distribution to their accounts in the Plan.

 

c.                                       With the exception of participants at Federal Cartridge Company; Estate Cartridge, Inc.; Simmons Outdoor Corporation; and Ammunition Accessories, Inc. (the Sporting Goods Subsidiaries); the Company contributes a matching contribution of $.50 worth of its stock to the stock match account for each $1.00 the participants contribute to their pretax accounts, limited to a maximum of 6% of the participant’s pay.  For participants at the Sporting Goods Subsidiaries, the Company contributes $1.00 worth of its stock to the stock match account for each $1.00 the participants contribute to their pretax accounts on the first 3% of the participants pay, then $.50 for each $1.00 contributed on the next 3% of the participants pay.

 

Participant Accounts - Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) plan earnings, and charged with an allocation of administrative expenses.  Allocations are based on participant earnings or account balances, as defined.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Participant Loans - Participants may borrow from their fund account a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance.  Loan transactions are treated as a transfer to (from) the investment fund from (to) the Loan Fund.  Loan terms range from one to five years, except for the purchase of a primary residence which ranges from one to ten years.  The loans are secured by the balance in the participant’s account.  Interest rates are calculated quarterly and are based on prime rate plus 1%.  Principal and interest are paid ratably through monthly payroll deductions.

 

Transfers Between Plans - Transfers between plans represent movement of participant accounts between the Participating Plans for participants whose union or nonunion status changed during the year.

 

Vesting - All participants are 100% vested in their individual accounts attributable to their contributions and to company contributions at all times.

 

Distributions - On termination of service, a participant may elect to receive a single lump sum distribution or monthly, quarterly, or annual installments payable over a period of up to 240 months.  If the participant’s account prior to the time distributions are to begin does not exceed $5,000, the distribution shall be made in a single lump sum.

 

5



 

3.                                       INVESTMENT IN EXECUTIVE LIFE INSURANCE COMPANY

 

Related to the formation of the Plan in 1990, certain GICs totaling approximately $8,200,000 with the Executive Life Insurance Company (Executive Life) were not transferable and were recorded as a receivable.  On April 11, 1991 the State of California insurance commissioner seized Executive Life and placed it in a court-supervised conservatorship.  At December 31, 2001 all expected distributions had been received from the conservator and the remaining receivable, less than 3% of the original contract balance, was written off.

 

4.                                       MERGERS, TRANSFERS, AND ROLLOVERS

 

On December 31, 2001, the Thiokol Retirement Savings and Investment Plan was merged with the Plan, transferring assets of approximately $476,207,235 to the Master Trust.  Of the $476,207,235 in transferred assets, $219,102,732 was received on January 2, 2002.  All active Thiokol employees as of the date of the plan merger will be fully vested in the transferred accounts, effective December 31, 2001.  Former Thiokol participants who are rehired within five years of their termination date will be immediately vested upon their rehire by the Company.

 

On December 7, 2001, loans from former participants in the Blount 401(k) Retirement Savings Plan were transferred into the Plan as rollovers, transferring assets of approximately $1,835,648 to the Master Trust.  During February, March, and April of 2002, accounts of former Blount participants totaling $42,865,416 were transferred as rollovers to the Master Trust.

 

On December 5, 2001, the Alliant Techsystems Inc. Ferrulmatic Operations Employee Savings and Profit Sharing Plan transferred $57,735 in participant accounts to the Plan, relating to those participants still employed by the Company or an affiliate or those participants who cannot be located.

 

On June 15, 2001, the Plan transferred approximately $2,909,180 of participant account balances as rollovers to the Kilgore Flares Company LLC 401(k) Plan.

 

5.                                       PARTIES-IN-INTEREST TRANSACTIONS

 

There were no prohibited parties-in-interest transactions during the years ended December 31, 2002 and 2001.

 

6.                                       NONPARTICIPANT-DIRECTED INVESTMENTS

 

The Plan Sponsor contributes 100% of the company match into the Alliant Techsystems Inc. Stock Fund (ATK Stock Fund), an investment option under the Plan.  Effective January 1, 2002, participants age 50 or older were allowed to move up to 25% of their investments in their company matching account out of company stock into any other investment options.  Effective October 1, 2002, the percentage was increased to 100% for these participants.  Effective April 1, 2002, the Plan was also amended to permit participants who have terminated employment from Alliant Techsystems Inc. and all of its affiliates to change investment in their company matching account from company stock to other investment options available under the Plan.  For active participants that have not reached 50 years of age, the company match that is contributed to the ATK Stock Fund is nonparticipant-directed.  These provisions were amended subsequent to December 31, 2002; see Note 11.

 

6



 

The changes in net assets available for the Plan's portion of the ATK Stock Fund for the years ended December 31, 2002 and 2001 are as follows:

 

 

 

ATK Stock Fund

 

 

 

2002

 

2001

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR

 

$

120,841,384

 

$

68,374,068

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Employee contributions

 

2,765,122

 

932,330

 

Employer contributions

 

14,276,464

 

6,043,743

 

Interest, net

 

131,365

 

39,346

 

Net appreciation in fair value of investments

 

22,408,808

 

50,010,102

 

Total additions

 

39,581,759

 

57,025,521

 

 

 

 

 

 

 

TRANSFERS, net

 

246,073

 

(488,851

)

 

 

 

 

 

 

EXCHANGES, net

 

23,772,438

 

4,138,987

 

 

 

 

 

 

 

PARTICIPANT LOANS:

 

 

 

 

 

Repayments

 

766,901

 

182,211

 

Distributions

 

(1,708,908

)

(488,378

)

Total participant loans

 

(942,007

)

(306,167

)

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Distributions to participants

 

(8,383,613

)

(7,886,700

)

Trustee and administrative fees

 

(29,390

)

(15,474

)

Total deductions

 

(8,413,003

)

(7,902,174

)

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR

 

$

175,086,644

 

$

120,841,384

 

 

7.                                       FEDERAL INCOME TAX STATUS

 

The IRS has determined and informed the Company by letter dated December 4, 2002 that the Plan is designed in accordance with Section 401(a) of the Code, and, therefore, the related trust is not subject to tax under current tax law.  As a result, no provision for income taxes has been included in the Plan’s financial statements.

 

Although the Plan has been amended since receiving the determination letter, the plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

 

7



 

8.                                       PLAN TERMINATION

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA.

 

In the event of termination, the individual participants’ accounts become distributable to the participants or their beneficiaries in accordance with the provisions of the Plan.

 

9.                                       MARKET RISK

 

The Plan invests in various securities including U.S. Government securities, corporate debt instruments, and corporate stocks.  Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits.

 

10.                                 401(k) MASTER TRUST AGREEMENT

 

The following table presents the fair values of investments of the Trust as of December 31:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Investments at fair value:

 

 

 

 

 

Short-term investment fund

 

$

90,404,610

 

$

54,692,953

 

Income funds

 

40,961,483

 

19,746,782

 

Growth and income funds

 

234,091,426

 

299,315,143

 

Growth funds

 

179,904,244

 

225,311,785

 

International funds

 

23,185,469

 

16,080,352

 

Alliant Techsystems Inc. Stock Fund

 

186,361,330

 

130,250,059

 

Hercules Inc. Stock Fund

 

1,486,981

 

2,792,177

 

Alcoa Stock Fund

 

14,862,680

 

34,416,254

 

Blended Interest Fund

 

 

 

34,222,840

 

Managed Income Portfolio II, Class 3

 

226,390,851

 

 

 

Participant Loan Fund

 

30,078,400

 

27,633,687

 

 

 

$

1,027,727,474

 

$

844,462,032

 

 

 

 

 

 

 

Alliant Techsystems Inc. 401(k) Plan

 

$

959,375,871

 

$

770,601,385

 

Alliant Techsystems Inc. 401(k) Plan subject to a collective bargaining agreement

 

68,351,603

 

73,860,647

 

 

 

$

1,027,727,474

 

$

844,462,032

 

 

8



 

Investment income for the Trust is as follows for the years ended December 31:

 

 

 

2002

 

2001

 

Investment income:

 

 

 

 

 

Net appreciation (depreciation) in fair value of investments:

 

 

 

 

 

Income funds

 

$

1,028,187

 

$

(30,499

)

Growth and income funds

 

(52,779,003

)

(18,541,805

)

Growth funds

 

(53,048,747

)

(32,523,174

)

International funds

 

(3,332,640

)

(3,536,908

)

Alliant Techsystems Inc. Stock Fund

 

24,273,644

 

53,747,421

 

Hercules Inc. Stock Fund

 

(200,389

)

(2,855,417

)

Alcoa Stock Fund

 

(9,311,179

)

 

 

 

 

(93,370,127

)

(3,740,382

)

Interest

 

9,253,164

 

2,850,226

 

Dividends

 

18,929,980

 

8,253,791

 

 

 

$

(65,186,983

)

$

7,363,635

 

 

 

 

 

 

 

Alliant Techsystems Inc. 401(k) Plan

 

$

(61,335,422

)

$

8,314,043

 

Alliant Techsystems Inc. 401(k) Plan subject to a collective bargaining agreement

 

(3,851,561

)

(950,408

)

 

 

$

(65,186,983

)

$

7,363,635

)

 

11.                                 PLAN AMENDMENTS SUBSEQUENT TO DECEMBER 31, 2002

 

Effective January 1, 2003, the Plan was amended to increase pretax deferrals to 50% of compensation for nonhighly compensated employees and 15% for highly compensated employees, limited to total pretax and after-tax contributions of 50% of compensation for nonhighly compensated employees and 25% for highly compensated employees.

 

The Plan was amended so that the matching contribution shall be 100% of the first 3% of pre-tax deferral, and 50% of the next 2% of pre-tax deferral, limited to 4% of the participant’s pay, for employees hired on or after January 1, 2003, and effective January 1, 2004 for participants who have less than 15 years of benefit service, including only service with the Company, predecessor employers under the Plan, or employers who transferred assets to the Plan on behalf of employees who were employed by an acquired company on the date of acquisition.

 

Effective February 1, 2003, the Plan was amended to allow participants who are active employees to move 100% of their investments in their company matching account out of company stock and into any other investment options available under the Plan.

 

9