0001104659-12-046567.txt : 20120628 0001104659-12-046567.hdr.sgml : 20120628 20120628132528 ACCESSION NUMBER: 0001104659-12-046567 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20120628 DATE AS OF CHANGE: 20120628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANT TECHSYSTEMS INC CENTRAL INDEX KEY: 0000866121 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 411672694 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10582 FILM NUMBER: 12931925 BUSINESS ADDRESS: STREET 1: 7480 FLYING CLOUD DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3720 BUSINESS PHONE: 9523513000 MAIL ADDRESS: STREET 1: 7480 FLYING CLOUD DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3720 11-K 1 a12-15302_111k.htm 11-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS, AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Mark One)

 

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2011

 

OR

 

o

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

 

For the transition period from                 to              

 

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.

1300 Wilson Boulevard, Suite 400

Arlington, Virginia 22209-2307

 

 

 



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Alliant Techsystems Inc.

401(k) Plan

 

Financial Statements as of and for the
Years Ended December 31, 2011 and 2010,
Supplemental Schedule as of December 31, 2011,
and Report of Independent Registered Public
Accounting Firm (EIN #41-1672694) (Plan No.003)

 




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees and Participants of

Alliant Techsystems Inc. 401(k) Plan

Minneapolis, Minnesota

 

We have audited the accompanying statements of net assets available for benefits of Alliant Techsystems Inc. 401(k) Plan (the “Plan”) as of December 31, 2011 and 2010, 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 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, 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, 2011 and 2010, 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.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2011 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. The schedule has been subjected to the auditing procedures applied in our audit of the basic 2011 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

June 28, 2012

 

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ALLIANT TECHSYSTEMS INC. 401(k) PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2011 AND 2010

 

 

 

2011

 

2010

 

ASSETS:

 

 

 

 

 

Investments — fair value

 

$

1,523,345,550

 

$

1,616,424,399

 

Receivables:

 

 

 

 

 

Notes receivable from participants

 

41,576,499

 

46,554,929

 

Employer contributions receivable

 

10,503,241

 

9,865,344

 

Receivable from Blackhawk Plan (Note 1)

 

 

4,350,795

 

Total receivables

 

52,079,740

 

60,771,068

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE

 

1,575,425,290

 

1,677,195,467

 

 

 

 

 

 

 

ADJUSTMENTS FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS

 

(6,576,205

)

(2,624,199

)

NET ASSETS AVAILABLE FOR BENEFITS

 

$

1,568,849,085

 

$

1,674,571,268

 

 

See notes to financial statements.

 

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ALLIANT TECHSYSTEMS INC. 401(k) PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

 

 

 

2011

 

2010

 

 

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS — Beginning of year

 

$

1,674,571,268

 

$

1,593,808,715

 

 

 

 

 

 

 

CONTRIBUTIONS:

 

 

 

 

 

Participant contributions

 

82,288,339

 

86,530,187

 

Employer contributions

 

36,287,072

 

35,398,225

 

Total contributions

 

118,575,411

 

121,928,412

 

 

 

 

 

 

 

INVESTMENT INCOME:

 

 

 

 

 

Interest income

 

31,212

 

18,079

 

Dividends

 

35,046,758

 

32,928,459

 

Net (depreciation) appreciation in fair value of investments

 

(77,371,814

)

102,764,626

 

Total investment (loss) income

 

(42,293,844

)

135,711,164

 

 

 

 

 

 

 

Interest income on notes receivable from participants

 

2,076,831

 

2,381,510

 

 

 

 

 

 

 

Transfer from Blackhawk Plan Merger

 

 

4,350,795

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Distributions to participants

 

183,393,263

 

183,314,243

 

Trustee and administrative fees

 

687,318

 

295,085

 

Total deductions

 

184,080,581

 

183,609,328

 

 

 

 

 

 

 

NET (DEDUCTIONS) ADDITIONS

 

(105,722,183

)

80,762,553

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS — End of year

 

$

1,568,849,085

 

$

1,674,571,268

 

 

See notes to financial statements.

 

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ALLIANT TECHSYSTEMS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

 

1.                      DESCRIPTION OF THE PLAN

 

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

 

General — The Plan is a defined contribution, voluntary, tax-deferred savings plan designed to provide a retirement savings vehicle and supplemental retirement benefits to ATK employees.  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. Fidelity Management Trust Company serves as the trustee for the Plan.

 

The Blackhawk Industries Product Group Unlimited, LLC (“BLACKHAWK!”) 401(k) Savings Plan (the “Blackhawk Plan”) was merged into this Plan, effective December 31, 2010.  As of December 31, 2010, this Plan had a receivable balance of $4,350,795 relating to the transfer of plan assets from the Blackhawk Plan, which was transferred during the year ended December 31, 2011.  Employees of the Company who were participants in the Blackhawk Plan on December 31, 2010 (and all other eligible BLACKHAWK!  employees) became eligible to participate in this Plan on January 1, 2011.

 

Participation — Each employee of the Company classified as regular full time or regular part time, except a person employed by an excluded business unit that does not provide for participation in the Plan, automatically became eligible to participate on the date of hire by the Company or transfer into the Plan. Temporary/project employees may become eligible to participate in the Plan after a required amount of service has been met.

 

Contributions — The following contributions were made to the Plan through December 31, 2011.

 

a.               The Company contributes to the Plan an amount on behalf of the participants who designate pretax and/or Roth 401(k) contributions equal to a percentage of their elected salary deferrals.  The maximum pretax and/or Roth 401(k) contribution percentage is determined by the Alliant Techsystems Inc. Pension and Retirement Committee in accordance with Internal Revenue Service (“IRS”) guidelines.  Contributions, including sponsor match and non-elective contributions, are also limited to the lesser of $49,000 or 100% of the participant’s pay for a plan year.  The Plan also allows the participants to make limited after-tax contributions and the Company to make a supplemental discretionary contribution. Participants age 50 and older who met other plan contribution limitations were eligible to make catch-up contributions up to $5,500 for calendar year 2011.

 

b.              Participants who are eligible for 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 or roll over all or a part of such distribution to their accounts in the Plan, provided the Plan agrees to accept the distribution.

 

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c.               The Company matching contributions are as follows:

 

In general, nonunion participants hired or rehired on or after January 1, 2007, and certain union participants hired after July 1, 2007, who participate, receive a 100% match on the first 3% of pre-tax and/or Roth 401(k) contributions and a 50% match on the next 3% of pre-tax and/or Roth 401(k) contributions. Nonunion participants are automatically enrolled in the Plan at a pre-tax contribution rate of 6%. Effective June 1, 2011, in addition to automatic enrollment, non-union new hires or rehires are also subject to a 1% annual contribution increase unless they choose to opt out.

 

The Company provides a non-elective contribution to the Plan for most non-union participants hired or rehired on or after January 1, 2007. The non-elective contributions range from 2.5% to 4.0% of eligible pay based on age and years of service.

 

The Company contributes a matching contribution and any applicable non-elective contribution to the Plan for participants employed under a collective bargaining agreement, as described in the applicable collective bargaining agreement.

 

Eligible participants who are employed by BLACKHAWK! are eligible to receive a 50% match on contributions up to a maximum of 6% of pre-tax and /or Roth 401(k) contributions and are not eligible for a non-elective contribution.

 

Eligible participants who are employed by Eagle Industries are not eligible for any Company contributions.

 

The Company matching contribution formula for existing employees who actively participate in one of the Company’s defined benefit plans is based on length of service and the defined benefit plan’s formula.

 

Participants in most legacy Final Average Earnings (“FAE”) pension plans — Participants in FAE pension plan formulas (Honeywell, Hercules, Aerospace, Thiokol, and SEG) do not receive a company match.

 

Grandfathered Employees (15 or more years of service as of January 1, 2004) — Participants in the former Alliant Techsystems Inc. Retirement Plan (cash balance formula), Alliant Lake City Retirement Plan, and Federal Cartridge Pension Plan receive a 50% match on contributions up to a maximum of 6% of pre-tax and/or Roth 401(k) contributions.

 

Nongrandfathered Employees (Employees with less than 15 years of service as of January 1, 2004, and new employees hired prior to January 1, 2007) — Participants with less than 15 years of service who are covered under the Pension Equity Plan formula receive 100% match on the first 3% of pre-tax and/or Roth 401(k) contributions and 50% on the next 2% of pre-tax and/or Roth 401(k) contributions.

 

Participant Accounts — Each participant’s account is credited with their contribution and portion of the Company’s match and is charged with their withdrawals. Earnings, losses, and administrative expenses of the individual participant’s investment fund options are reported in the individual participant’s account. Effective June 1, 2011, participants are charged an annual administrative expense of $64 (deducted from their account on a quarterly basis). The Company pays the administrative expense for participants with account balances less than $250. The Company may also pay certain Plan expenses at its discretion. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

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Vesting — All participants are 100% vested in their individual accounts attributable to their contributions. Effective January 1, 2007, for nonunion new hires and rehires and certain union participants, the Company match is subject to a one-year cliff vesting period and the non-elective contribution is subject to a three-year cliff vesting period. Forfeitures may, at the Company’s discretion, be applied to pay for Company contributions and administrative expenses of the Plan permitted by ERISA and/or allocated to individual participant accounts.

 

Participant Loans — Participants may borrow a minimum of $1,000 and up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance excluding the Company’s matching contributions, non-elective contributions, and Company individual retirement account balances. Loan transactions are treated as a transfer to (from) the investment fund and from (to) the loan fund. Loan terms generally range from one to five years, except loans for the purchase of a primary residence, which generally range 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 biweekly payroll deductions. Effective June 1, 2011, the number of future loans available to participants changed from three to two.

 

Distributions — Upon termination of employment, 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. As required by regulation, the Plan was amended to require rollover to an individual retirement account feature for any participant whose account balance is greater than $1,000 (but less than $5,000) who has not elected another form of payment. Participants with a balance of $1,000 or less will be paid in the form of a one-time lump sum.

 

Investments — Participants direct the investment of their contributions into various investment options offered by the Plan. Company matching contributions and non-elective contributions are also invested pursuant to participant direction.  Effective June 1, 2011, the Plan changed its investment fund options available to participants to provide a life cycle investment fund series, six mutual funds or collective investment funds, one company stock fund, and a brokerage window. All investments are participant directed investments. In the event participants, who are automatically enrolled in the Plan, do not direct their contributions within the Plan, their contributions are automatically defaulted into the age-appropriate life cycle investment funds.

 

Employee Stock Ownership Plan and Dividend Payments

 

Effective January 1, 2011, the Plan was amended to include an Employee Stock Ownership Plan (“ESOP”) feature which transferred the ATK Stock Fund into the ESOP.

 

Any dividends received on ATK Common Stock included within the ATK 401(k) plans can either be reinvested in the ATK Stock Fund or provided as a cash payment at the employees’ discretion.  Dividends will automatically be 100% vested, whether reinvested in the ATK Stock Fund or paid as cash.

 

2.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting — The 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 (“GAAP”).

 

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and

 

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assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

 

Risks and Uncertainties — The Plan utilizes various investment instruments, including mutual funds and collective trust vehicles. 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 these changes could materially affect the amounts reported in the financial statements.

 

Investment Valuation and Income Recognition — The Plan’s investments are stated at fair value.  Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, which is generally determined by quoted market prices. When quoted market prices are not available, generally these investments have underlying securities that have fair values determined by quoted market prices. The Company’s common stock is valued at the closing price reported on the active market on which the individual securities are traded on the last business day of the Plan year. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Common collective trust funds are stated at fair value as determined by the administrator/custodian of the common collective trust funds based on the fair market value of the underlying investments. Specifically for stable value investments within a common collective trust fund, the underlying investments in investment contracts are valued at fair market value of the underlying investments and then adjusted by the administrator/custodian to contract value. Participant loans are valued at the outstanding loan balances, which approximate fair value.

 

Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for the portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis.

 

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.

 

Notes Receivable from Participants — Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.

 

Payment of Benefits — Benefit payments to participants are recorded when requested, which is effectively upon distribution. There were no participants with benefits payable at December 31, 2011 and 2010.

 

Excess Contributions Payable — The Plan is required to return contributions received during the Plan year in excess of the Code’s limits.

 

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New Accounting Standards

 

On May 12, 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”).  ASU 2011-04 clarifies the application of existing fair value measurement requirements including: (1) the application of the highest and best use and valuation premise concepts, (2) measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, and (3) quantitative information required for fair value measurements categorized within Level 3 (described in Note 3). ASU 2011-04 also provides guidance on measuring the fair value of financial instruments managed within a portfolio, and application of premiums and discounts in a fair value measurement. In addition, ASU 2011-04 requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. The amendments in this guidance will be applied prospectively and will be effective for interim and annual periods beginning after December 15, 2011. The adoption of this ASU will not have a material impact on ATK’s financial statements.

 

3.                      FAIR VALUE MEASUREMENTS

 

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:

 

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.

 

Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for assets measured at fair value.  There have been no changes in the methodologies used at December 31, 2011 and 2010.

 

Common Stock and Mutual Funds: Valued at the closing price reported on the active market on which the individual securities are traded. Brokeragelink is a self-directed brokerage window available to Plan participants. The participants have the option to choose among over 4,000 mutual funds on the record-keeper’s platform. As all funds within Brokeragelink are mutual funds, they have been deemed to be Level 1 investments.

 

Cash equivalents — The estimated fair value of cash equivalents approximates their carrying value due to the short-term maturities of these investments.

 

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Common/Collective Trusts: The Plan is invested in three collective investment trusts, two of which have underlying securities that have fair values determined by quoted market prices. These trusts are valued daily by the administrator/custodian based primarily on security values obtained by third-party pricing services and using the accrual method in accordance with GAAP. The remaining common collective trust is the Fidelity Managed Income Portfolio II (the “Fund”), a collective trust vehicle fund sponsored by Fidelity Management Trust Company. Investments in the Fund are valued by multiplying the investee company’s net asset value (“NAV”) per share with the number of units or shares owned at the valuation date as determined by the investee company.  NAV 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 of its liabilities, and then the resulting number is divided by the outstanding number of shares or units.

 

It is the objective of the Fund to use its best efforts to maintain a stable NAV of $1 per unit and minimize credit risk.  To achieve this objective, the Fund enters into a “wrapper” contract which is an agreement by a third party, such as a bank or insurance company, to pay a portfolio the difference between the contract value and the market value of the underlying assets in the event that the contract value exceeds fair market value.  The fair value of the Fund is determined by the fair value of the underlying investment securities held by the Fund, as discussed below.

 

Investments held by the Fund, including collateral invested for securities on loan, are valued on the basis of valuations furnished by a pricing service approved by the Fund’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 Fund’s investment manager.

 

The Fund has no unfunded commitments. The fund imposes certain restrictions on the Plan, and the Fund itself may be subject to circumstances that affect its ability to transact at contract value as described below. Plan management believes that the occurrence of events that would cause the Fund to transact at less than contract value is not probable.

 

Restrictions on the Plan — Participant-initiated transactions are those transactions allowed by the Plan, including withdrawals for benefits, loans, or transfers to noncompeting funds within the Plan, but excluding withdrawals that are deemed to be caused by the actions of the Plan Sponsor. The following employer-initiated events may limit the ability of the Fund to transact at contract value:

 

·                  A failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA

·                  Any communication given to Plan participants designed to influence a participant not to invest in the Fund or to transfer assets out of the Fund

·                  Any transfer of assets from the Fund directly into a competing investment option

·                  The establishment of a defined contribution plan that competes with the Plan for employee contributions

·                  Complete or partial termination of the Plan or its merger with another plan

 

Circumstances That Affect the Fund — The Fund invests in assets, typically fixed income securities or bond funds, and enters into “wrapper” contracts issued by third parties. A wrap contract is an agreement by another party, such as a bank or insurance company to make payments to the Fund in certain circumstances. Wrap contracts are designed to allow a stable value portfolio to maintain a constant NAV and protect a portfolio in extreme circumstances. In a typical wrap contract, the wrap issuer agrees to

 

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pay a portfolio the difference between the contract value and the market value of the underlying assets once the market value has been totally exhausted.

 

The wrap contracts generally contain provisions that limit the ability of the Fund to transact at contract value upon the occurrence of certain events. These events include:

 

·                  Any substantive modification of the Fund or the administration of the Fund that is not consented to by the wrap issuer

·                  Any change in law, regulation, or administrative ruling applicable to the Plan that could have a material adverse effect on the Fund’s cash flow

·                  Employer-initiated transactions by participating plans as described above

 

In the event that wrap contracts fail to perform as intended, the Fund’s NAV may decline if the market value of its assets declines. The Fund’s ability to receive amounts due pursuant to these wrap contracts is dependent on the third-party issuer’s ability to meet their financial obligations. The wrap issuer’s ability to meet its contractual obligations under the wrap contracts may be affected by future economic and regulatory developments.

 

The Fund is unlikely to maintain a stable NAV if, for any reason, it cannot obtain or maintain wrap contracts covering all of its underlying assets. This could result from the Fund’s inability to promptly find a replacement wrap contract following termination of a wrap contract. Wrap contracts are not transferable and have no trading market. There are a limited number of wrap issuers. The Fund may lose the benefit of wrap contracts on any portion of its assets in default in excess of a certain percentage of portfolio assets.

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

The following tables set forth, by level within the fair value hierarchy, a summary of the Plan’s investments measured at fair value on a recurring basis:

 

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Fair Value Measurements

at December 31, 2011, Using

 

 

 

Quoted Prices in

 

Significant

 

 

 

 

 

 

 

Active Markets

 

Other

 

Significant

 

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

 

 

 

 

Assets (Level 1)

 

Inputs (Level 2)

 

Inputs (Level 3)

 

Total

 

2011

 

 

 

 

 

 

 

 

 

Common stock

 

$

95,302,125

 

$

 

$

 

$

95,302,125

 

Cash equivalents

 

2,758,908

 

 

 

$

2,758,908

 

Mutual Funds

 

 

 

 

 

 

 

 

 

Income funds

 

141,125,960

 

 

 

$

141,125,960

 

Growth and income funds

 

360,476,233

 

 

 

$

360,476,233

 

Growth funds

 

555,545,859

 

 

 

$

555,545,859

 

International funds

 

 

 

 

$

 

Brokeragelink

 

16,301,290

 

 

 

$

16,301,290

 

Mutual Fund Subtotal

 

$

1,073,449,342

 

$

 

$

 

$

1,073,449,342

 

 

 

 

 

 

 

 

 

 

 

Common Collective Trusts

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

 

$

270,662,811

 

$

 

$

270,662,811

 

Growth funds

 

 

11,227,239

 

 

11,227,239

 

International funds

 

 

69,945,125

 

 

69,945,125

 

Common Collective Trust Subtotal

 

$

 

$

351,835,175

 

$

 

$

351,835,175

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,171,510,375

 

$

351,835,175

 

$

 

$

1,523,345,550

 

 

11



Table of Contents

 

Fair Value Measurements

at December 31, 2010, Using

 

 

 

Quoted Prices in

 

Significant

 

 

 

 

 

 

 

Active Markets

 

Other

 

Significant

 

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

 

 

 

 

Assets (Level 1)

 

Inputs (Level 2)

 

Inputs (Level 3)

 

Total

 

2010

 

 

 

 

 

 

 

 

 

Common stock

 

$

138,689,215

 

$

 

$

 

$

138,689,215

 

Cash equivalents

 

3,499,590

 

 

 

$

3,499,590

 

Mutual Funds

 

 

 

 

 

 

 

 

 

Income funds

 

134,077,333

 

 

 

$

134,077,333

 

Growth and income funds

 

323,040,963

 

 

 

$

323,040,963

 

Growth funds

 

657,981,206

 

 

 

$

657,981,206

 

International funds

 

93,376,223

 

 

 

$

93,376,223

 

Mutual Fund Subtotal

 

$

1,208,475,725

 

$

 

$

 

$

1,208,475,725

 

 

 

 

 

 

 

 

 

 

 

Common Collective Trusts

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

265,759,869

 

 

$

265,759,869

 

Growth funds

 

 

 

 

$

 

International funds

 

 

 

 

$

 

Common Collective Trust Subtotal

 

$

 

$

265,759,869

 

$

 

$

265,759,869

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,350,664,530

 

$

265,759,869

 

$

 

$

1,616,424,399

 

 

For the years ended December 31, 2011 and 2010, there were no transfers in or out of Levels 1, 2 or 3.

 

4.                      INVESTMENTS

 

The Plan’s investments that represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2011 and 2010 are as follows:

 

 

 

2011

 

2010

 

Vanguard Institutional Index Plus - 2,877,161.89 units and 0 units, respectively

 

$

331,017,475

 

$

 

Fidelity Managed Income Portfolio II, Class 3 — 264,086,605.86 and 263,135,670 units, respectively

 

$

264,086,606

 

$

263,135,670

 

 

 

 

 

 

 

Vanguard EXT Market Index IPS - 2,312,341.75 and 0 units, respectively

 

$

224,528,384

 

$

 

Pimco Total Return - 12,983,068.99 and 0 units, respectively

 

$

141,125,960 

 

$

 

ATK Stock Fund — 1,667,287 and 1,863,351 shares, respectively

 

$

95,302,125

 

$

138,689,215

 

Fidelity Freedom K 2020 - 6,801,556.06 and 0 units, respectively

 

$

84,543,342

 

$

 

Fidelity Contrafund — 0 and 2,215,840 units, respectively

 

$

 

$

150,078,843

 

Dodge & Cox Balanced Fund — 0 and 1,652,880 units, respectively

 

$

 

$

116,065,255

 

TRP Mid Cap Growth - 0 and 1,810,277 units respectively

 

$

 

$

105,955,508

 

 

 

 

 

 

 

Fidelity Diversified International Fund — 0 and 3,097,055 units, respectively

 

$

 

$

93,376,223

 

 

 

 

 

 

 

Allianz NFJ Small Cap Value I — 0 and 2,819,483 units, respectively

 

$

 

$

84,217,956

 

 

12



Table of Contents

 

Investment loss for the year ended December 31, 2011, is as follows:

 

 

 

2011

 

Net depreciation in fair value of investments:

 

 

 

Income funds

 

$

(68,798

)

Growth and income funds

 

(22,690,447

)

Growth funds

 

(13,658,056

)

International funds

 

(11,754,220

)

Alliant Techsystems Inc. Stock Fund

 

(29,200,293

)

Total net depreciation in fair value of investments

 

(77,371,814

)

Interest

 

31,212

 

Dividends

 

35,046,758

 

Total investment loss

 

$

(42,293,844

)

 

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. 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 that the Plan and the related Trust continue to be tax-exempt. As a result, no provision for income taxes has been included in the Plan’s financial statements.

 

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain tax position that more likely than not would not be sustained upon examination by the federal and state tax authorities. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2008.

 

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.                      RELATED-PARTY TRANSACTIONS

 

Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company. Fidelity Management Trust Company 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, 2011 and 2010, the Plan held 1,667,287 and 1,863,351 shares, respectively, of common stock of ATK, the sponsoring employer, with a market value of $95,302,125 and $138,689,215, respectively. During the year ended December 31, 2011, dividend income of $1,386,103 was recorded related to ATK common stock. There was no dividend income related to ATK common stock during Plan year 2010.

 

The transactions, described above, are exempt party-in-interest transactions.

 

13



Table of Contents

 

8.                      RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

 

A reconciliation of the net (deductions) additions per the financial statements to the investment (loss) income per the Form 5500 for the years ended December 31, 2011 and 2010, respectively, is as follows:

 

 

 

2011

 

2010

 

Net (deductions) additions per the financial statements

 

$

(105,722,183

)

$

80,762,553

 

Less transfer of funds into the Plan

 

 

(4,350,795

)

Total (loss) income per the Form 5500

 

$

(105,722,183

)

$

76, 411,758

 

 

For the years ended December 31, 2011 and 2010 the following is a reconciliation of interest, dividends, and net investment (loss) income per the financial statements to the Form 5500:

 

 

 

2011

 

2010

 

Total interest income per the financial statements

 

$

31,212

 

$

18,079

 

Plus (less) interest on Common Collective Trust - MIP II, Class 3

 

12,833

 

(3,147

)

Plus interest on participant loans

 

2,076,831

 

2,381,510

 

Total interest income per the Form 5500

 

$

2,120,876

 

$

2,396,442

 

 

 

 

 

 

 

Total dividends per the financial statements

 

$

35,046,758

 

$

32,928,459

 

Less dividends on Common Collective Trust - MIP II, Class 3

 

(4,459,596

)

(5,022,432

)

Dividends per the Form 5500

 

$

30,587,162

 

$

27,906,027

 

 

 

 

 

 

 

Net investment (loss) gain per the financial statements

 

$

(77,371,814

)

$

102,764,626

 

Net appreciation in fair value of investments

 

4,446,763

 

$

5,025,579

 

Total net investment (loss) gain per the Form 5500

 

$

(72,925,051

)

$

107,790,205

 

 

******

 

14



Table of Contents

 

SUPPLEMENTAL SCHEDULE FURNISHED PURSUANT TO THE

REQUIREMENTS OF FORM 5500

 

15



Table of Contents

 

ALLIANT TECHSYSTEMS INC. 401(k) PLAN

 

SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

 

(EIN #41-1672694)

AS OF DECEMBER 31, 2011

 

(Plan No. 003)

 

Identity of Issue, Borrower, Lessor, or Similar Party

 

Description of Assets

 

Cost

 

Current Value

 

 

 

 

 

 

 

 

 

PARTICIPANT LOANS — Various participants**

 

Participant loans receivable, maturing from 1/1/12 to 12/22/20*, at interest rates of 4.25% to 11.50%

 

***

 

$

41,576,499

 

 

 

 

 

 

 

 

 

INVESTMENTS:

 

 

 

 

 

 

 

Value of interest in common/collective trusts:

 

 

 

 

 

 

 

BlackRock All Country World Index EX-US Index

 

Regulated investment fund

 

***

 

69,945,125

 

Wellington Balance Real Asset

 

Regulated investment fund

 

***

 

11,227,239

 

Fidelity Managed Income Portfolio II, Class 3 — at fair value**

 

Common/collective trust

 

***

 

270,662,811

 

Fidelity Adjustment to contract value**

 

Common/collective trust

 

***

 

(6,576,205

)

Total interest in common/collective trusts

 

 

 

 

 

345,258,970

 

 

 

 

 

 

 

 

 

Value of interest in registered investment companies:

 

 

 

 

 

 

 

Vanguard Institutional Index Plus

 

Regulated investment fund

 

***

 

331,017,475

 

Vanguard EXT Market Index IPS

 

Regulated investment fund

 

***

 

224,528,384

 

Pimco Total Return Institutional

 

Regulated investment fund

 

***

 

141,125,960

 

Fidelity Freedom K 2020 Fund**

 

Regulated investment fund

 

***

 

84,543,342

 

Fidelity Freedom K 2025 Fund**

 

Regulated investment fund

 

***

 

68,990,789

 

Fidelity Freedom K 2030 Fund**

 

Regulated investment fund

 

***

 

48,319,725

 

Fidelity Freedom K 2015 Fund**

 

Regulated investment fund

 

***

 

40,997,637

 

Fidelity Freedom K 2040 Fund**

 

Regulated investment fund

 

***

 

25,597,364

 

Fidelity Freedom K 2035 Fund**

 

Regulated investment fund

 

***

 

23,856,049

 

Fidelity Freedom K 2010 Fund**

 

Regulated investment fund

 

***

 

19,972,868

 

Fidelity Freedom K 2050 Fund**

 

Regulated investment fund

 

***

 

17,939,430

 

Brokeragelink

 

Regulated investment fund

 

***

 

16,301,290

 

Fidelity Freedom K 2045 Fund**

 

Regulated investment fund

 

***

 

15,987,888

 

Fidelity Freedom K 2000 Fund**

 

Regulated investment fund

 

***

 

7,305,227

 

Fidelity Freedom K Income**

 

Regulated investment fund

 

***

 

6,965,914

 

Total interest in registered investment funds

 

 

 

 

 

1,073,449,342

 

 

 

 

 

 

 

 

 

EMPLOYER-RELATED SECURITIES — ATK Stock Fund**

 

Common stock

 

***

 

95,302,125

 

 

 

 

 

 

 

 

 

INTEREST-BEARING CASH EQUIVALENTS

 

Cash equivalents

 

***

 

2,758,908

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS

 

 

 

 

 

$

1,558,345,844

 

 


* See Note 1 - Description of the Plan, regarding participant loans.

** Party-in-interest.

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

 

16



Table of Contents

 

SIGNATURES

 

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

 

 

 

 

By:

ALLIANT TECHSYSTEMS INC.

 

 

As Plan Administrator of the

 

 

Alliant Techsystems Inc. 401(k) Plan

 

 

 

 

By:

/s/ Neal S. Cohen

 

 

Name:

Neal S. Cohen

 

 

Title:

Executive Vice President and Chief Financial Officer of Alliant Techsystems Inc.

 

 

 

 

 

Date:  June 25, 2012

 

17


EX-23.1 2 a12-15302_1ex23d1.htm EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-148502 on Form S-8 of our report dated June 25, 2012 relating to the financial statements and financial statement schedule of Alliant Techsystems Inc. 401(k) Plan appearing in this Annual Report on Form 11-K of Alliant Techsystems Inc. 401(k) Plan for the year ended December 31, 2011.

 

/s/ DELOITTE & TOUCHE LLP

 

Minneapolis, MN

 

June 28, 2012