11-K 1 a04-7184_111k.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, 2003

 

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

 

 



 

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)

 

Date: June 28, 2003

By:

 

/S/ ERIC S. RANGEN

 

 

 

Eric S. Rangen

 

 

Executive Vice President and Chief Financial Officer,

 

 

Alliant Techsystems Inc.

 



 

Alliant Techsystems, Inc.
401(k) Plan

 

Financial Statements as of and for the Years
Ended December 31, 2003 and 2002 and
Report of Independent Registered Public
Accounting Firm

 



 

ALLIANT TECHSYSTEMS INC. 401(k) PLAN SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT

 

TABLE OF CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2003 AND 2002 AND FOR THE YEARS THEN ENDED:

 

 

 

Statements of Net Assets Available for Benefits

 

 

 

Statement of Changes in Net Assets Available for Benefits

 

 

 

Notes to Financial Statements

 

 

 

SUPPLEMENTAL SCHEDULE FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500 AS OF DECEMBER 31, 2003—

 

 

 

Schedule H, Line 4i—Schedule of Assets (Held At End of Year)

 

 



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Trustees and Participants in the

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, 2003 and 2002 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002 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 28, 2004

 



 

ALLIANT TECHSYSTEMS INC. 401(k) PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2003 AND 2002

 

 

 

2003

 

2002

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

Investments held by Master Trust at fair value (Note 7):

 

 

 

 

 

Participant-directed investments

 

$

929,624,271

 

$

757,060,374

 

Nonparticipant-directed investments (Note 4)

 

152,270,168

 

173,802,294

 

 

 

 

 

 

 

Total investments

 

1,081,894,439

 

930,862,668

 

 

 

 

 

 

 

Participant loans

 

30,091,480

 

28,513,203

 

Employer contributions receivable

 

1,660,010

 

1,284,350

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

1,113,645,929

 

$

960,660,221

 

 

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, 2003 AND 2002

 

 

 

2003

 

2002

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year

 

$

960,660,221

 

$

990,273,000

 

 

 

 

 

 

 

CONTRIBUTIONS:

 

 

 

 

 

Participant contributions

 

50,558,546

 

44,473,993

 

Employer contributions

 

16,516,029

 

14,276,464

 

 

 

 

 

 

 

Total contributions

 

67,074,575

 

58,750,457

 

 

 

 

 

 

 

INVESTMENT INCOME (LOSS) FROM MASTER TRUST:

 

 

 

 

 

Interest—net

 

63,284

 

6,715,355

 

Dividends

 

18,614,886

 

18,063,817

 

Net appreciation (depreciation) in fair value of investments

 

110,870,218

 

(88,091,204

)

 

 

 

 

 

 

Total investment income (loss)

 

129,548,388

 

(63,312,032

)

 

 

 

 

 

 

INTEREST INCOME FROM PARTICIPANT LOANS

 

1,839,799

 

1,976,610

 

 

 

 

 

 

 

TRANSFERS BETWEEN PLANS

 

173,639

 

(566,242

)

 

 

 

 

 

 

MERGED FROM THIOKOL RETIREMENT SAVINGS AND INVESTMENT PLAN

 

 

 

5,434

 

 

 

 

 

 

 

TRANSFER IN FROM BLOUNT 401(k) RETIREMENT SAVINGS PLAN

 

 

 

42,865,416

 

 

 

 

 

 

 

TRANSFER IN FROM COMPOSITE OPTICS 401(k) RETIREMENT SAVING PLAN

 

15,477,917

 

 

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Distributions to participants

 

60,959,300

 

69,074,123

 

Trustee and administrative fees

 

169,310

 

258,299

 

 

 

 

 

 

 

Total deductions

 

61,128,610

 

69,332,422

 

 

 

 

 

 

 

NET ADDITIONS (DEDUCTIONS)

 

152,985,708

 

(29,612,779

)

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS—End of year

 

$

1,113,645,929

 

$

960,660,221

 

 

See notes to financial statements.

 

3



 

ALLIANT TECHSYSTEMS INC. 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2003 AND 2002

 

1.                                      PLAN DESCRIPTION

 

The following description of the Alliant Techsystems Inc. 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan Document for more complete information.

 

General InformationThe Plan is a defined-contribution, voluntary, tax-deferred savings plan designed to provide supplemental retirement benefits to Alliant Techsystems Inc. (the “Company”) employees not covered under a collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. The Company has management and administrative responsibility for the Plan.

 

401(k) Master Trust AgreementThe Company has established a 401(k) Master Trust (the “Trust”) to serve as the funding medium for the Plan and the Alliant Techsystems Inc. 401(k) Plan Subject to a Collective Bargaining Agreement (the “Participating Plans”). 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, 2003 and 2002, the Plan’s interest in the net assets of the Trust was approximately 94% and 93%, respectively. Fidelity Management Trust Company serves as the trustee for the Plan.

 

ParticipationEach 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. Effective January 1, 2003, temporary employees become eligible to participate in the Plan after a required amount of service has been met.

 

ContributionsThe 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 pretax contributions. The maximum pretax contribution percentage is determined by the Alliant Techsystems Inc. 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.

 

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 whose hire date is on or after January 1, 2003 and participants at Federal Cartridge, Estate Cartridge, Inc., and Ammunition Accessories, Inc. (the “Sporting Goods Subsidiaries”), the Company contributes a matching contribution of

 

4



 

$.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 hired on or after January 1, 2003 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 participant’s pay, then $.50 for each $1.00 contributed on the next 2% 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 participant’s pay, then $.50 for each $1.00 contributed on the next 3% of the participant’s pay.

 

Participant AccountsEach participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) plan earnings, and is charged with withdrawals and an allocation of plan losses and administrative expenses for activity related to the individual participant’s account; plan-wide administrative expense is paid by the plan sponsor. 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.

 

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

 

Participant LoansParticipants 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. Except for loans transferred from the Composite Optics Inc. Retirement Savings Plan, loan terms range from one to five years, except loans for the purchase of a primary residence, which range from one to ten years. Loan terms for the loans transferred from the Composite Optics Inc. Retirement Savings Plan can range from one to fifteen 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.

 

DistributionsOn 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. Participants’ account balances of less than $5,000 are automatically distributed as a lump sum.

 

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

 

InvestmentsParticipants direct the investment of their contributions into various investment options offered by the Plan. Company contributions are automatically invested in Alliant Techsystems Inc. common stock. The Plan currently offers twenty mutual funds and one common stock fund as investment options for participants.

 

2.                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of AccountingThe financial statements of the Plan are presented on the accrual basis of accounting and have been prepared in accordance with accounting principles generally accepted in the United States of America.

 

5



 

Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments, including mutual funds. 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 financial statements.

 

Investment Valuation and Income RecognitionInvestments 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. Participant loans are valued at the outstanding loan balance.

 

Payment of BenefitsBenefit payments to participants are recorded upon distribution.

 

Excess Contributions PayableThe Plan is required to return contributions received during the plan year in excess of the IRC limits.

 

3.                                      MERGERS, TRANSFERS, AND ROLLOVERS

 

During February, March, and April of 2002, accounts of former Blount participants totaling $42,865,416 were transferred as rollovers to the Plan.

 

During December of 2003, accounts of former Composites Optics Inc. participants totaling $15,477,917 were transferred as rollovers to the Plan.

 

4.                                      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 who have not reached 50 years of age, the company match that is contributed to the ATK Stock Fund is nonparticipant-directed. Effective February 1, 2003, the Plan was amended to allow participants 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 the day after the nonparticipant-directed contribution is made.

 

6



 

The changes in net assets available for the Plan’s portion of the ATK Stock Fund for the years ended December 31, 2003 and 2002 are as follows:

 

 

 

ATK Stock Fund

 

 

 

2003

 

2002

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS—

 

 

 

 

 

Beginning of year

 

$

175,086,644

 

$

120,841,384

 

 

 

 

 

 

 

CONTRIBUTIONS:

 

 

 

 

 

Participant contributions

 

2,980,177

 

2,765,122

 

Employer contributions

 

16,553,284

 

14,276,464

 

 

 

 

 

 

 

Total contributions

 

19,533,461

 

17,041,586

 

 

 

 

 

 

 

INVESTMENT INCOME (LOSS):

 

 

 

 

 

Interest—net

 

146,374

 

131,365

 

Net (depreciation) appreciation in fair value of investments

 

(14,414,375

)

22,408,808

 

 

 

 

 

 

 

Total (loss) income

 

(14,268,001

)

22,540,173

 

 

 

 

 

 

 

TRANSFERS—Net

 

69,076

 

246,073

 

 

 

 

 

 

 

TRANSFER IN FROM COMPOSITE OPTICS 401(k) RETIREMENT SAVING PLAN

 

637,234

 

 

 

 

 

 

 

 

 

EXCHANGES—Net

 

(20,553,207

)

23,772,438

 

 

 

 

 

 

 

PARTICIPANT LOANS:

 

 

 

 

 

Repayments

 

938,667

 

766,901

 

Distributions

 

(1,620,073

)

(1,708,908

)

 

 

 

 

 

 

Total participant loans

 

(681,406

)

(942,007

)

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Distributions to participants

 

5,851,646

 

8,383,613

 

Trustee and administrative fees

 

41,977

 

29,390

 

 

 

 

 

 

 

Total deductions

 

5,893,623

 

8,413,003

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS—

 

 

 

 

 

End of year

 

$

153,930,178

 

$

175,086,644

 

 

5.                                      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.

 

7



 

Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code and the Plan and related Trust continue to be tax-exempt.

 

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

 

7.                                      401(K) MASTER TRUST AGREEMENT

 

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

 

Due to changes in Department of Labor reporting requirements for the 2003 plan year, certain amounts within the Master Trust have been reclassified for the year ended December 31, 2002 to conform with the present reporting requirements. The net assets of the plan are unchanged; however, the fair value of investments of the Trust is reduced by the amount of participant loans. The amount of these loans is disclosed in supplemental Schedule H Part IV of Form 5500 included with these financial statements.

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Investments at fair value:

 

 

 

 

 

Short-term investment fund

 

$

94,333,263

 

$

90,404,610

 

Income funds

 

38,684,963

 

40,961,483

 

Growth and income funds

 

335,139,279

 

234,091,426

 

Growth funds

 

266,939,687

 

179,904,244

 

International funds

 

38,234,386

 

23,185,469

 

Alliant Techsystems Inc. Stock Fund

 

163,446,889

 

186,361,330

 

Hercules Inc. Stock Fund

 

 

 

1,486,981

 

Alcoa Stock Fund

 

8,498,057

 

14,862,680

 

Managed Income Portfolio II, Class 3

 

207,844,919

 

226,390,863

 

 

 

 

 

 

 

 

 

$

1,153,121,443

 

$

997,649,086

 

 

 

 

 

 

 

Alliant Techsystems Inc. 401(k) Plan

 

$

1,081,894,439

 

$

930,862,668

 

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

 

71,227,004

 

66,786,418

 

 

 

 

 

 

 

 

 

$

1,153,121,443

 

$

997,649,086

 

 

8



 

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

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Investment income (loss):

 

 

 

 

 

Net appreciation (depreciation) in fair value of investments:

 

 

 

 

 

Income funds

 

$

(582,028

)

$

1,028,187

 

Growth and income funds

 

58,268,954

 

(52,779,003

)

Growth funds

 

58,588,749

 

(53,048,747

)

International funds

 

10,279,758

 

(3,332,640

)

Alliant Techsystems Inc. Stock Fund

 

(15,375,080

)

24,273,644

 

Hercules Inc. Stock Fund

 

56,338

 

(200,389

)

Alcoa Stock Fund

 

6,010,315

 

(9,311,179

)

 

 

 

 

 

 

 

 

117,247,006

 

(93,370,127

)

 

 

 

 

 

 

Interest

 

63,966

 

7,177,334

 

Dividends

 

19,809,523

 

18,929,980

 

 

 

 

 

 

 

 

 

$

137,120,495

 

$

(67,262,813

)

 

 

 

 

 

 

Alliant Techsystems Inc. 401(k) Plan

 

$

129,548,388

 

$

(63,312,032

)

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

 

7,572,107

 

(3,950,781

)

 

 

 

 

 

 

 

 

$

137,120,495

 

$

(67,262,813

)

 

8.                                      RELATED-PARTY TRANSACTIONS

 

Certain plan investments are shares of mutual funds managed by Fidelity Investments. Fidelity Investments is the trustee as defined by the Plan and, therefore, transactions qualify as party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.

 

At December 31, 2003 and 2002, the Plan held 2,542,700 and 2,731,736 units, respectively, of common stock of Alliant Techsystems Inc., the sponsoring employer, with a cost value of $102,734,997 and $103,643,703, respectively. During the years ended December 31, 2003 and 2002, the Plan did not record any dividend income related to the Alliant Techsystems Inc. common stock.

 

There were no prohibited parties-in-interest transactions during the years ended December 31, 2003 and 2002.

 

* * * * * *

 

9



 

SUPPLEMENTAL SCHEDULE FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500

 

10



 

ALLIANT TECHSYSTEMS INC. 401(k) PLAN

(EIN 41-1672694) (PLAN #003)

 

SCHEDULE H LINE 4i—SCHEDULE OF ASSETS (Held At End of Year)

DECEMBER 31, 2003

 

(b) Identity of Issue, Borrower,
(a) Lessor or Similar Party

 

(c) Description of Investment

 

(d) Cost

 

(e) Current
Value

 

 

 

 

 

 

 

 

 

Various participants**

 

Participant loans (maturing 1/2/04 to 5/30/17* at interest rates of 5.0% to 11.5%)

 

***

 

$

30,091,480

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

$

30,091,480

 

 


*                             Maturity relates to a loan transferred from Composite Optics Inc. Retirement Savings Plan

 

**                      Party-in-interest.

 

***               Cost information is not required for participant-directed investments and, therefore, is not included.

 

11