8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 10, 2015

Orbital ATK, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-10582	41-1672694
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

45101 Warp Drive Dulles, Virginia	20166
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (703) 406-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)On March 10, 2015, the Board of Directors of Orbital ATK, Inc. (“Orbital ATK” or the “Company”) approved an amendment and restatement of Orbital ATK’s Bylaws. The primary purposes of the amendments to the Bylaws were to:

·change the voting standard in uncontested elections of directors from plurality voting to majority voting with a resignation policy, consistent with current best practices of public companies (including the practice of Orbital Sciences Corporation before its merger with the Aerospace and Defense Groups of Alliant Techsystems Inc. (ATK) on February 9, 2015);

·add a provision designating the Delaware Court of Chancery as the exclusive forum for all actions (i) made in the name of Orbital ATK, (ii) claiming a breach of fiduciary duty, (iii) brought under Delaware law or (iv) governed by the internal affairs doctrine, unless Orbital ATK consents in writing to the selection of an alternative forum;

·extend the advance notice cut-off date for stockholder director nominations and other proposals by shifting the 30-day notice period from 60-90 days’ notice from the anniversary of the Company’s mailing of proxy materials for the prior year’s annual meeting of stockholders to 90-120 days’ notice from the anniversary of the prior year’s annual meeting of stockholders, and also include additional customary informational requirements for stockholders who nominate directors or submit other proposals;

·adding procedures for stockholder actions by written consent, including procedures for setting the record date for determining stockholders entitled to consent to corporate action in writing without a meeting; and

·make other technical edits, primarily to reflect developments in the Delaware General Corporation Law and current practices of public companies.

These descriptions are summaries and are qualified in their entirety by the Amended and Restated Bylaws, which are filed as Exhibit 3.1 to this Form 8-K.

(b)On March 10, 2015, the Orbital ATK Board of Directors approved a change in Orbital ATK’s fiscal year to a fiscal year beginning on January 1 and ending on December 31 of each year, beginning January 1, 2016.  Orbital ATK’s current fiscal year will end on March 31, 2015, and the transition period of April 1, 2015 to December 31, 2015 will be reported on a Form 10-K.

Item 5.05.Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On March 10, 2015, the Governance Committee of the Board of Directors of Orbital ATK approved Orbital ATK’s revised Code of Ethics and Business Conduct (the “Code”).  The revised Code amended, restated and replaced the prior Code and applies to all of Orbital ATK’s employees, including all officers, and members of Orbital ATK’s Board of Directors.  The revised Code reflects the integrated ethics and compliance program of Orbital ATK following the merger of Orbital Sciences Corporation with the Aerospace and Defense Groups of Alliant Techsystems Inc. (ATK) on February 9, 2015.  The text of Orbital ATK’s Code is filed as Exhibit 14.1 to this Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
3.1	Bylaws of Orbital ATK, Inc., as Amended and Restated Effective March 10, 2015.
14.1	Orbital ATK, Inc. Code of Ethics and Business Conduct.

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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 hereunto duly authorized.

		ORBITAL ATK, INC.
	By:	/s/ Thomas E. McCabe
	Name:	Thomas E. McCabe
	Title:	Senior Vice President, General Counsel and Secretary
Date: March 16, 2015

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EX-3.1

Exhibit 3.1

ORBITAL ATK, INC.

Incorporated under the Laws of the State of Delaware
May 2, 1990

BYLAWS

As Amended and Restated Effective March 10, 2015

AMENDED AND RESTATED BYLAWS

OF

ORBITAL ATK, INC.

(hereinafter called the “Corporation”)

TABLE OF CONTENTS

		Page
ARTICLE I OFFICES		1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
ARTICLE II MEETINGS AND ACTIONS OF STOCKHOLDERS		1
Section 1.	Place of Meetings	1
Section 2.	Annual Meetings	1
Section 3.	Notice of Stockholder Proposals of Business	1
Section 4.	Special Meetings	2
Section 5.	Notice of Meetings	2
Section 6.	Quorum	3
Section 7.	Voting	3
Section 8.	List of Stockholders Entitled to Vote	3
Section 9.	Stock Ledger	3
Section 10.	Conduct of Meeting	3
Section 11.	Meetings by Remote Communications	4
Section 12.	Inspectors of Election	4
Section 13.	Written Consents	4
ARTICLE III DIRECTORS		5
Section 1.	Number	5
Section 2.	Election of Directors	5
Section 3.	Notice of Stockholder Nominations of Directors	5
Section 4.	Vacancies	7
Section 5.	Meetings	7
Section 6.	Manner of Giving Notice	7
Section 7.	Quorum; Action	7
Section 8.	Organization	8
Section 9.	Action Without Meeting	8
Section 10.	Meetings by Means of Conference Telephone or Similar Communications	8

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Section 11.	Committees	8
Section 12.	Compensation	8
Section 13.	Resignation and Removal	8
Section 14.	Composition of the Board of Directors	9
ARTICLE IV OFFICERS		9
Section 1.	General	9
Section 2.	Term of Office	9
Section 3.	Chairman of the Board of Directors	10
Section 4.	Vice Chairs of the Board of Directors	10
Section 5.	Chief Executive Officer	10
Section 6.	President	10
Section 7.	Chief Financial Officer	10
Section 8.	Chief Operating Officer	10
Section 9.	General Counsel	10
Section 10.	Executive Vice President, Senior Vice President, Vice President	10
Section 11.	Secretary and Assistant Secretary	10
Section 12.	Treasurer and Assistant Treasurer	11
Section 13.	Other Officers	11
Section 14.	Other Positions	11
ARTICLE V STOCK		11
Section 1.	Form of Certificates	11
Section 2.	Signatures	11
Section 3.	Records of Certificates	11
Section 4.	Lost, Stolen or Destroyed Certificates; Issuance of New Certificates or Uncertificated Shares	12
Section 5.	Transfers	12
Section 6.	Transfer Agent and Registrar	12
Section 7.	Beneficial Owners	12
ARTICLE VI GENERAL PROVISIONS		12
Section 1.	Dividends	12
Section 2.	Fiscal Year	12
Section 3.	Corporate Seal	12
Section 4.	Definition; Exchange Act Compliance	12
Section 5.	Reliance on Books, Reports and Records	13
Section 6.	Execution of Documents	13
Section 7.	Forum Selection Bylaw	13
ARTICLE VII INDEMNIFICATION		13
Section 1.	Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation	13
Section 2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	13

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Section 3.	Authorization of Indemnification	14
Section 4.	Expenses Payable in Advance	14
Section 5.	Claims	14
Section 6.	Nonexclusivity of Indemnification and Advancement of Expenses	14
Section 7.	Insurance	14
Section 8.	Definition	14
Section 9.	Survival of Indemnification and Advancement of Expenses	14
Section 10.	Limitation on Indemnification	15
ARTICLE VIII MISCELLANEOUS		15
Section 1.	Amendments; Generally	15
Section 2.	Certain Definitions	15

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ARTICLE I
OFFICES

Section 1.Registered Office.  The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware until a different office is established by resolution of the Board of Directors and a certificate certifying the change is filed in the manner provided by the Delaware General Corporation Law (the “DGCL”).

Section 2.Other Offices.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II
MEETINGS AND ACTIONS OF STOCKHOLDERS

Section 1.Place of Meetings.  Meetings of the stockholders for the election of directors or for any other purpose shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.  In lieu of holding a meeting of stockholders at a designated place, the Board of Directors may, in its sole discretion, determine that any meeting of stockholders may be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Directors may adopt from time to time.

Section 2.Annual Meetings.  Annual meetings of stockholders shall be held on such date and at such time, as shall be designated from time to time by the Board of Directors, for the purpose of electing the directors of the Corporation and transacting business as may be properly brought before the meeting.  The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Section 3.Notice of Stockholder Proposals of Business. (a)  No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Bylaw and on the record date for the determination of stockholders entitled to vote at such annual meeting and (B) who complies with the notice procedures set forth in this Bylaw.  In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.  To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 nor more than 120 calendar days prior to the first anniversary of the prior year’s annual meeting of stockholders.  However, in the event that the annual meeting is called for a date that is not within 30 calendar days before or 70 calendar days after the first anniversary of the prior year’s annual meeting, notice by the stockholder in order to be timely must be so received not later than the later of (I) the latest date specified in the preceding sentence or (II) the close of business on the tenth calendar day following the day on which public disclosure of the date of the annual meeting was made.  In no event will the public disclosure of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(b)To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (ii) the name and address of such stockholder, as they appear on the Corporation’s books, and the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially or of record by such stockholder and such beneficial owner as of the date of the notice and the stockholder’s agreement to notify the Corporation in writing 5 business days after the record date for the meeting of the number of shares of each class or series which are owned beneficially or of record by such stockholder and such beneficial owner, (iv) a description of all agreements, arrangements or understandings (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that have been entered into as of the date of the stockholder’s notice by or on behalf of such stockholder or such beneficial owner or any affiliate or associate of such stockholder or beneficial owner, whether or not such instrument or right shall be subject to settlement in

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underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit from share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner or any affiliate or associate of such stockholder or such beneficial owner with respect to shares of stock of the Corporation and the stockholder’s agreement to notify the Corporation in writing 5 business days after the record date of any such agreement, arrangement or understanding in effect as of the record date, (v) a description of any agreement, arrangement or understanding between or among such stockholder or such beneficial owner and any other person or persons (including their names) in connection with the proposal of such business, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) (regardless of whether the requirement to file a Schedule 13D is applicable to the stockholder or beneficial owner) and the stockholder’s agreement to notify the Corporation in writing 5 business days after the record date of any such agreement, arrangement or understanding in effect as of the record date, (vi) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) of such stockholder or such beneficial owner or any affiliate of, associate of or others acting in concert with, such stockholder or such beneficial owner in such business and the stockholder’s agreement to notify the Corporation in writing 5 business days after the record date of any such material interest as of the record date, (vii) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, and (viii) a representation as to whether such stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve such business and/or otherwise to solicit proxies from stockholders in support of such business.

(c)If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman may declare to the meeting that the business was not properly brought before the meeting and such business will not be transacted.  Notwithstanding the foregoing provisions of this Section 3 of Article II, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present proposed business, such proposed business may, upon the decision of the chairman of the annual meeting, not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.  For purposes of this Section 3 of Article II, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Section 4.Special Meetings.  Unless otherwise provided by law or by the Certificate of Incorporation, a special meeting of stockholders, for any purpose or purposes, may be called at any time only by the Board of Directors or by the Chairman of the Board or the Chief Executive Officer with the concurrence of a majority of the Board of Directors, but such special meetings may not be called by any other person or persons.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.  The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors.

Section 5.Notice of Meetings. (a)  Except as provided by law or by the Certificate of Incorporation, written notice of each meeting of the stockholders, whether annual or special, shall be sent or otherwise given, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder of record of the Corporation entitled to vote at such meeting.  Except as provided by law, no publication of any notice of a meeting of stockholders shall be required.  Every notice of a meeting of stockholders shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Except as otherwise required by law, notice of any adjourned meeting of stockholders shall not be required to be given if the time and place, if any, thereof, and the means of remote communications, if any, are announced at the meeting which is adjourned. If the adjournment is for more than 30 days, or if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b)Whenever notice is required to be given under any provision of the DGCL or of the Certificate of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver

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of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.Quorum.  At all meetings of the stockholders, except as otherwise provided by law or by the Certificate of Incorporation, stockholders present, in person or represented by proxy, holding of record a majority in voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote at the meeting shall constitute a quorum for the transaction of business.  In the absence of a quorum at any meeting or any adjournment thereof, the person presiding over the meeting or a majority in voting interest of those present in person or by proxy and entitled to vote may adjourn such meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called.  The absence from any meeting of stockholders holding the number of shares of stock of the Corporation required by law or by the Certificate of Incorporation or by these Bylaws for action upon any given matter shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting if there shall be present at the meeting, in person or by proxy, stockholders holding the number of shares of stock of the Corporation required for action upon such other matter or matters.  If a quorum initially is present at any meeting of stockholders, the stockholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Where a separate vote by a class or classes of stock or series thereof is required, stockholders of such a class or classes of stock or series thereof present, in person or represented by proxy, holding of record a majority in voting power of the issued and outstanding shares of a such class or classes of stock or series thereof shall constitute a quorum entitled to take action with respect to that vote on that matter.

Section 7.Voting.  Unless otherwise required by law, the Certificate of Incorporation or these Bylaws (including Article III, Section 2 and Article VIII, Section 1), any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the capital stock represented and entitled to vote thereon.  Unless otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of capital stock entitled to vote at the meeting held by such stockholder.  Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period.  The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8.List of Stockholders Entitled to Vote.  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the Corporation’s principal place of business.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 9.Stock Ledger.  Except as otherwise provided by law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 8 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 10.Conduct of Meeting.  Unless otherwise provided by the Board of Directors, the Chairman of the Board shall act as chairman; and the Secretary or, in his or her absence, an Assistant Secretary or, in the absence of the Secretary and Assistant Secretaries of the Corporation, any person whom the chairman of the meeting shall appoint shall act as secretary of the meeting.  The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without

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limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limiting the possession or use of video or audio recording equipment, limitations on attendance of and participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants, and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. Except to the extent inconsistent with any rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting.

Section 11.Meetings by Remote Communications.  If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication, participate in the meeting and be deemed present in person and vote at the meeting, whether such meeting is to be held in a designated place or solely by means of remote communication, provided that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (b) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including the opportunity to read or hear the proceedings in the meeting substantially concurrently with such proceedings and (c) if the stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 12.Inspectors of Election.  The Corporation, in advance of each meeting of stockholders may, and, if required by law, shall, appoint one or more inspectors of election to act at the meeting and make a written report.  The Corporation may designate one or more persons as alternate inspectors to replace an inspector who fails to act and, if no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors of election to act at the meeting.

Section 13.Written Consents.  (a)  Any action that may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and is delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 13 of Article II to the Corporation, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation.

(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request that the Board of Directors fix a record date.  The Board of Directors shall promptly, but in all events within 10 days after the date on which such written notice is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 13(b) of Article II).  If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 13(b) of Article II or otherwise within 10 days after the date on which such written notice is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date after the expiration of such 10 day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  If no record date has been fixed by the Board of

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Directors pursuant to the first sentence of this Section 13(b) of Article II, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting if prior action by the Board of Directors is required by applicable law shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

(c)In the event of the delivery, in the manner provided by this Section 13 and applicable law, to the Corporation of written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations.  For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with this Section 13 of Article II and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders.  Nothing contained in this Section 13(c) of Article II shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

ARTICLE III
DIRECTORS

Section 1.Number.  The number and method of election of directors shall be determined in accordance with Article FIFTH of the Certificate of Incorporation.  Directors need not be stockholders.

Section 2.Election of Directors.  Except as otherwise provided by these Bylaws or as otherwise required by law or by the Certificate of Incorporation, each director shall be elected by the vote of a majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present; provided, however, that if, as of the tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders of the Corporation, the number of nominees exceeds the number of directors to be elected as determined by the Board of Directors (a “Contested Election”), the directors shall be elected by the vote of a plurality of the votes cast.  For purposes of this Section 2 of Article III, a “majority of votes cast” shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election.  Abstentions and broker non-votes shall not be counted as votes cast either “for” or “against” a director’s election.  If directors are to be elected by a plurality of votes cast, stockholders shall not be permitted to vote “against” a nominee.

If an incumbent director fails to receive a majority of the votes cast in an election that is not a Contested Election, such incumbent director shall submit his or her resignation to the Board of Directors within 10 calendar days of the date of the certification of the election results. The Nominating and Governance Committee, or such other committee designated by the Board of Directors, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director.  The Board of Directors shall act on the resignation, taking into account the committee’s recommendation, no later than 120 days following the certification of the results and publicly disclose thereafter its decision and, if such resignation is rejected, the reasons for rejecting it.  The committee in making its recommendation, and the Board of Directors in making its decision, each may consider any factors and other information that they consider appropriate and relevant.  The director who has tendered his or her resignation shall not participate in the committee’s or the Board of Directors’ decision.

If the Board of Directors accepts a director’s resignation pursuant to this Section 2 of Article III, or if a nominee for director who is not an incumbent director is not elected, then the Board of Directors may fill the resulting vacancy pursuant to Section 4 of Article III of these Bylaws.

Section 3.Notice of Stockholder Nominations of Directors.   (a)  Only persons who are nominated in accordance with the following procedures will be eligible for election as directors of the Corporation.  Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Bylaw and on the record date for the determination of stockholders entitled to vote at such annual meeting and (B) who complies with the notice procedures set forth in this Bylaw.  In addition to any other applicable

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requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.  To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 nor more than 120 calendar days prior to the first anniversary of the prior year’s annual meeting of stockholders.  However, in the event that the annual meeting is called for a date that is not within 30 calendar days before or 70 calendar days after the first anniversary of the prior year’s annual meeting, notice by the stockholder in order to be timely must be so received not later than the later of (I) the latest date specified in the preceding sentence or (II) the close of business on the tenth calendar day following the day on which public disclosure of the date of the annual meeting was made.  In no event will the public disclosure of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(b)To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially or of record by the person, (D) a description of all material financial agreements arrangements and understandings during the past three years, and any other material relationships, between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being made and the respective affiliates and associates of or others acting in concert with, such stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in concert with such nominees, on the other hand, and (E) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, (A) the name and address of such stockholder, as they appear on the Corporation’s books, and the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially or of record by such stockholder and such beneficial owner as of the date of the notice and the stockholder’s agreement to notify the Corporation in writing 5 business days after the record date for the meeting of the number of shares of each class or series which are owned beneficially or of record by such stockholder and such beneficial owner, (C) a description of all agreements, arrangements or understandings (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that have been entered into as of the date of the stockholder’s notice by or on behalf of such stockholder or such beneficial owner or any affiliate or associate of such stockholder or beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit from share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner or any affiliate or associate of such stockholder or such beneficial owner with respect to shares of stock of the Corporation and the stockholder’s agreement to notify the Corporation in writing 5 business days after the record date of any such agreement, arrangement or understanding in effect as of the record date, (D) a description of any agreement, arrangement or understanding between or among such stockholder or such beneficial owner and any other person or persons (including their names) in connection with the nomination including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D under the Exchange Act (regardless of whether the requirement to file a Schedule 13D is applicable to the stockholder or beneficial owner) and the stockholder’s agreement to notify the Corporation in writing 5 business days after the record date of any such agreement, arrangement or understanding in effect as of the record date, (E) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) of such stockholder or such beneficial owner or any affiliate of, associate of or others acting in concert with, such stockholder or such beneficial owner in such nomination and the stockholder’s agreement to notify the Corporation in writing 5 business days after the record date of any such material interest as of the record date, (F) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice, (G) a representation as to whether such stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee and/or otherwise to solicit proxies from stockholders in support of the nomination and (H) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act.  Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The Corporation may require any proposed nominee to furnish such information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

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(c)If the chairman of an annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman may declare to the meeting that the nomination was defective and such defective nomination will be disregarded.  Notwithstanding the foregoing provisions of this Section 3 of Article III, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present a nomination for election as a director, such nomination may, upon the decision of the chairman of the annual meeting, be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.  For purposes of this Section 3 of Article III, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(d)Notwithstanding anything in this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public disclosure by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 calendar days prior to the first anniversary of the preceding year’s annual meeting of stockholders, a stockholder’s notice required by this Bylaw will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public disclosure is first made by the Corporation.

Section 4.Vacancies.  Except as otherwise provided by law, any vacancy in the Board of Directors (whether because of death, resignation, removal or any other cause) or newly created directorship may be filled solely by a majority of the directors then in office, though less than a quorum; and each director so chosen shall hold office until the next annual election and until his or her successor shall be duly elected and qualified, unless sooner displaced.

Section 5.Meetings.  The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors.  Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer, or one-third or more of the directors then in office.  Notice thereof stating the place, date and hour of the meeting shall be given to each director as provided in Section 6 of this Article III.  Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all the directors shall be present at the meeting or if notice thereof shall be waived either before or after such meeting in writing by all absentees therefrom provided a quorum be present.  Notice of any adjourned meeting need not be given.

Section 6.Manner of Giving Notice.  Notice of the time and place of meetings of the Board of Directors of the Corporation, if required, shall be:

(a)delivered personally by hand, by courier or by telephone;

(b)sent by United States first-class mail, postage prepaid; or

(c)sent by facsimile, electronic mail or other electronic transmission,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone or (ii) sent by facsimile, electronic mail or other electronic transmission, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting.  If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting.  Any oral notice may be communicated either to the director or to a person at the office of the director who the person giving notice has reason to believe will promptly communicate such notice to the director.  The notice need not specify the place of the meeting if the meeting is to be held at the Corporation’s principal executive office.

Section 7.Quorum; Action.  Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, one-third of the entire Board of Directors shall constitute a quorum for the transaction of business

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and, except as specified in Sections 4 and 11 of this Article III, Section 4 of Article II, and Section 3 of Article VII of these Bylaws and, except as otherwise provided by law, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8.Organization.  At each meeting of the Board of Directors, the Chairman of the Board of Directors or, in his or her absence, the Chief Executive Officer, if a director, or, in his or her absence, a Vice Chair or, in the absence of all of such officers, a chairman chosen by a majority of the directors present shall preside.  The Secretary of the Corporation or, in his or her absence, any Assistant Secretary or, in the absence of both the Secretary and any Assistant Secretary, any person whom the Chairman of the Board shall appoint shall act as secretary of the meeting.

Section 9.Action Without Meeting.  Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission. The writing or writings or electronic transmission or transmissions shall be filed with the minutes of proceedings of the Board of Directors or such committee.

Section 10.Meetings by Means of Conference Telephone or Similar Communications.  Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

Section 11.Committees.  (a)The Board of Directors may designate one or more committees, each committee to consist of one or more directors.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee.  In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  A majority of those entitled to vote at any meeting of any committee shall constitute a quorum for the transaction of business at that meeting.  Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.  Each committee shall keep regular minutes and report to the Board of Directors when required. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, or in the case of the Markets & Technology Committee, of the Board, and delegate to a subcommittee any or all of the powers and authority of the committee.

(b)Until at least the calendar year 2016 annual meeting of stockholders, each committee of the Board of Directors shall include three ATK Directors and three Orbital Directors (each as defined in Article VIII of these Bylaws), except for the Markets & Technology Committee, which shall include two ATK Directors and four Orbital Directors, unless in each case such modification is approved by the affirmative vote of at least two-thirds of the entire Board of Directors.

Section 12.Compensation.  The Board of Directors shall have the authority to fix the compensation of directors and to reimburse directors for expenses of attendance at meetings.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13.Resignation and Removal.  Any director may resign at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board or the Secretary of the Corporation.  Any such resignation shall take effect at the time or upon the conditions specified in the notice of resignation or, if no time or conditions are specified, immediately upon receipt of the notice.  Unless otherwise specified in the notice of resignation or with respect to a notice submitted pursuant to Article III, Section 2, acceptance of the resignation shall not be necessary to make it effective.  Subject to the rights of any holders of any class or series

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of capital stock then outstanding and except as otherwise set forth in the Certificate of Incorporation, any director may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of the voting power of the shares of capital stock of the Corporation entitled to vote at an election of directors, voting together as a single class.

Section 14.Composition of the Board of Directors.  Notwithstanding anything in these Bylaws to the contrary, and in addition to and without limiting the provisions of Article FIFTH of the Certificate of Incorporation:

(a)Until at least the calendar year 2016 annual meeting of stockholders, (i) the Board of Directors shall include seven ATK Directors, eight Orbital Directors and the Chief Executive Officer and (ii) a change in the size of the Board of Directors shall require the affirmative vote of at least two-thirds of the entire Board of Directors.

(b)The nominees for election to the Board of Directors at the calendar year 2015 annual meeting of stockholders shall be comprised of (a) seven ATK Directors (and in the event that an ATK Director is unable or unwilling to be such a nominee, a replacement approved by a majority of the ATK Directors at the time), (b) eight Orbital Directors (and in the event that an Orbital Director is unable or unwilling to be such a nominee, a replacement approved by a majority of the Orbital Directors at the time) and (c) the Chief Executive Officer.

(c)Until at least the calendar year 2016 annual meeting of stockholders, General Ronald R. Fogleman, USAF (Ret.) (or in the event that he is unable or unwilling to hold the position of Chairman of the Board of Directors at any time during such term, a replacement nominated for election or elected to position of Chairman of the Board of Directors with the approval of a majority of the ATK Directors who were members of the Board of Directors at the time of such nomination or election) shall serve as Chairman of the Board of Directors.

(d)If at any time prior to the calendar year 2016 annual meeting of stockholders, David W. Thompson ceases to be Chief Executive Officer for any reason, the Board of Directors will select a replacement Chief Executive Officer.   If the replacement Chief Executive Officer is selected prior to the calendar year 2016 annual meeting of stockholders, and the replacement Chief Executive Officer is one of the ATK Directors or the Orbital Directors, the Board of Directors composition described in this Section 14 of Article III shall not change.   If the replacement Chief Executive Officer is selected prior to the calendar year 2016 annual meeting of stockholders, and the replacement Chief Executive Officer is not one of the ATK Directors or the Orbital Directors, then the Board of Directors shall include seven ATK Directors, eight Orbital Directors and the replacement Chief Executive Officer (or his or her successor) until the calendar year 2016 annual meeting.  The Orbital Directors shall determine which one of the Orbital Directors shall resign to create the vacancy for the replacement Chief Executive Officer.

ARTICLE IV
OFFICERS

Section 1.General.  The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary.  The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors and one or more Vice Chairs of the Board of Directors from among their members, and a Treasurer and Chief Executive Officer, and one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers, including a Chief Operating Officer, Chief Financial Officer and General Counsel.  Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws.  The officers of the Corporation need not be stockholders of the Corporation.

Section 2.Term of Office.  The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier death, resignation or removal.  Any officer may resign at any time by delivering his or her resignation in writing or by electronic transmission to the Corporation or to the Chief Executive Officer or Secretary of the Corporation.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.  Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors, provided, however, that during the twelve months following the Effective Time, any replacement or fulfillment of a vacancy for the office of Chief Executive Officer, Chief Operating Officer or Chief Financial Officer shall require the affirmative vote of at least two-thirds of the entire Board of Directors.

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Section 3.Chairman of the Board of Directors.  The Chairman of the Board of Directors shall preside, if present, at all meetings of the Board of Directors.  Except where by law the signature of the Chief Executive Officer is required, the Chairman of the Board of Directors shall possess the same power as the Chief Executive Officer to sign all documents of the Corporation which the Chief Executive Officer may be authorized to sign by these Bylaws or by the Board of Directors.  The Chairman of the Board of Directors shall see that all orders and resolutions of the Board of Directors are carried into effect and shall from time to time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require to be brought to their notice.  During the absence or disability of the Chief Executive Officer, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the Chief Executive Officer unless the Board of Directors shall designate another officer to exercise such powers and discharge such duties.  The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be prescribed by these Bylaws or by the Board of Directors.

Section 4.Vice Chairs of the Board of Directors.  The Vice Chairs of the Board of Directors, if any, shall perform such duties and may exercise such powers as from time to time may be prescribed by the Board of Directors.

Section 5.Chief Executive Officer. The Chief Executive Officer of the Corporation shall have responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, for the general management and administration of the business and affairs of the Corporation, and for the supervision of other officers, subject to the authority of the Board of Directors, and shall exercise the duties and have the powers usually pertaining to the office held by the Chief Executive Officer of a corporation.

Section 6.President.  The President shall have full responsibility and authority for management of the Corporation, subject to the authority of the Board of Directors and the Chief Executive Officer, and shall exercise the duties and have the powers usually pertaining to the office held by the President of a corporation.

Section 7.Chief Financial Officer.  The Chief Financial Officer shall keep and maintain or cause to be kept and maintained, adequate and correct books and records of account of the business transactions of the Corporation.  The Chief Financial Officer shall make proper accounts of such funds, and render as required by the Board of Directors such account of all such transactions and of the financial condition of the Corporation.  The books of all accounts shall at all reasonable times be open to inspection by any director.  The Chief Financial Officer shall be empowered, from time to time, to require from the officers or agents of the Corporation, reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation, and shall exercise the duties and have the powers usually pertaining to the office held by the Chief Financial Officer of a corporation.

Section 8.Chief Operating Officer.  The Chief Operating Officer shall have full responsibility and authority for management of the day-to-day operations of the Corporation, subject to the authority of the Board of Directors and the Chief Executive Officer, and shall exercise the duties and have the powers usually pertaining to the office held by the Chief Operating Officer of a corporation.

Section 9.General Counsel.  The General Counsel shall advise the Corporation on legal matters affecting the Corporation and its activities and shall supervise and direct the handling of all such legal matters.

Section 10.Executive Vice President, Senior Vice President, Vice President.  Any Executive Vice President, Senior Vice President or Vice President shall have such duties and powers as shall be determined by the Board of Directors or the Chief Executive Officer.

Section 11.Secretary and Assistant Secretary.  The Secretary shall:

(a)Attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings at the meetings in a book or books to be kept for that purpose and, at the request of the Board of Directors, perform like duties for the standing committees of the Board;

(b)Give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors in accordance with the provisions of these Bylaws or as required by law;

(c)Be custodian of the corporate seal of the Corporation;

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(d)Keep or cause to be kept a register of the mailing address of each stockholder furnished by such stockholder;

(e)Have general charge of the stock certificate books and related books and records of the Corporation and see that the books, reports, statements, certificates and all other documents and records incident to the office of Secretary and required by law are properly kept and filed; and

(f)In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chief Executive Officer or the Board of Directors.

Any Assistant Secretary shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary.

Section 12.Treasurer and Assistant Treasurer.  The Treasurer (or if there is none, the Chief Financial Officer) shall:

(a)Have charge and custody of, and be responsible for, all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors or in accordance with corporate policy approved by the Board of Directors; and

(b)In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chief Executive Officer or the Board of Directors.

Any Assistant Treasurer shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer.

Section 13.Other Officers.  The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold their offices for such terms and shall exercise such powers and perform such duties as are provided in these Bylaws or as shall be determined from time to time by the Board of Directors or the Chief Executive Officer.

Section 14.Other Positions.  The Chief Executive Officer may authorize the use of titles, including the titles of Chairman, President and Vice President, by individuals who hold management positions with the business groups, divisions or other operational units of the Corporation, but who are not and shall not be deemed officers of the Corporation.  Individuals in such positions shall hold such titles at the discretion of the appointing officer, who shall be the Chief Executive Officer or any officer to whom the Chief Executive Officer delegates such appointing authority, and shall have such powers and perform such duties as such appointing officer may from time to time determine.

ARTICLE V
STOCK

Section 1.Form of Certificates.  The shares of the Corporation shall be represented by certificates or shall be uncertificated shares, as provided by the DGCL.

Section 2.Signatures.  Where a certificate is signed by a manual or facsimile signature of (a) a transfer agent other than the Corporation or its employee or (b) a registrar other than the Corporation or its employee, any other signature and the seal on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 3.Records of Certificates.  A record shall be kept of the name of the person, firm, corporation or other entity of record holding the stock represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation.  Every certificate surrendered to the Corporation for exchange or transfer shall be canceled and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so canceled, except in cases provided for in Section 4 of this Article V.

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Section 4.Lost, Stolen or Destroyed Certificates; Issuance of New Certificates or Uncertificated Shares.  The Corporation may issue a new stock certificate or uncertificated shares in place of any certificate previously issued by it that is alleged to have been lost, stolen or destroyed, and the Corporation or its transfer agent and registrar may require the owner of the lost, stolen or destroyed certificate, or his or her legal representative, to give it or them a bond sufficient to indemnify the Corporation and any transfer agent and registrar against any claim made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.Transfers.  Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws.  Transfers of stock shall be made on the books of the Corporation (a) upon presentation of the certificate by the registered holder or by a duly authorized attorney, or upon  presentation of proper evidence of authority to transfer the stock, and upon surrender of the appropriate certificate or (b) in the case of uncertificated shares, upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or a person presenting proper evidence of authority to transfer the stock.  The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

Section 6.Transfer Agent and Registrar.  The Board of Directors may appoint one or more transfer agents and one or more registrars and, from time to time, define the duties of such transfer agents and registrars and make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.

Section 7.Beneficial Owners.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock to receive dividends, and to vote as such owner, and to exercise all the rights and powers of an owner, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares of capital stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI
GENERAL PROVISIONS

Section 1.Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, and the DGCL, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of stock.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property or business of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2.Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 3.Corporate Seal.  The corporate seal shall be in such form as the Board of Directors shall approve.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 4.Definition; Exchange Act Compliance.  (a)  For purposes of Article II, Section 3 and Article III, Section 3 of these Bylaws, “public disclosure” means disclosure in (i) a news release disseminated through a national news service or another method, or combination of methods, that is reasonably designed to provide broad, non-exclusionary distribution to the public or (ii) in a document filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.

(b)Notwithstanding the provisions of Article II, Section 3 and Article III, Section 3 of these Bylaws, a stockholder must also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in those provisions.

(c)Nothing in Article II, Section 3 and Article III, Section 3 of these Bylaws will be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy materials in accordance with Rule 14a-8 under the Exchange Act.

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Section 5.Reliance on Books, Reports and Records.  Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters which such director, committee member or officer reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 6.Execution of Documents.  The Chief Executive Officer, or any other officer, employee or agent of the Corporation designated by the Board of Directors or designated in accordance with corporate policy approved by the Board of Directors, shall have power to execute and deliver proxies, stock powers, deeds, leases, contracts, mortgages, bonds, debentures, notes, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and such power may be delegated (including power to redelegate) by the Chief Executive Officer or to the extent provided in such corporate policy by written instrument to other officers, employees or agents of the Corporation.

Section 7.Forum Selection Bylaw.  Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine.  Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7 of Article VI.

ARTICLE VII
INDEMNIFICATION

Section 1.Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation.  Subject to Section 3 of this Article VII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, excise taxes assessed on a person with respect to an employee benefit plan, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2.Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.  Subject to Section 3 of this Article VII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation, or while a director or officers of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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Section 3.Authorization of Indemnification.  Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VII, as the case may be.  Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.  To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Section 4.Expenses Payable in Advance.  Expenses (including attorneys’ fees) incurred by a (present or former) director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VII.

Section 5.Claims. If a claim for indemnification under this Article VII (following the final disposition of such proceeding) is not paid in full within 60 days after the Corporation has received a claim therefor by the director or officer entitled to indemnification, or if a claim for any advancement of expenses under this Article VII is not paid in full within 30 days after the Corporation has received a statement or statements requesting such amounts to be advanced, the director or officer shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim.  If successful in whole or in part, the director or officer shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law.  In any such action, the Corporation shall have the burden of proving that the director or officer is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 6.Nonexclusivity of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by or granted pursuant to this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VII shall be made to the fullest extent permitted by law.  The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 7.Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or while serving as a director or officer, is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify him or her against such liability under the provisions of this Article VII.

Section 8.Definition.  For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 9.Survival of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII, shall, unless otherwise provided when authorized or ratified, continue

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as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 10.Limitation on Indemnification.  Notwithstanding anything contained in this Article VII to the contrary, (except for proceedings to enforce rights to indemnification to the extent that the director or officer of the Corporation has been successful on the merits or otherwise in the defense of such proceeding), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to in the specific case by the Board of Directors.

ARTICLE VIII
MISCELLANEOUS

Section 1.Amendments; Generally.  These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of stockholders or Board of Directors, as the case may be. All such amendments must be approved by either (a) the holders of a majority of the outstanding capital stock entitled to vote thereon or (b) by a majority of the entire Board of Directors.  In the case of amendment to be adopted pursuant to clause (b) of the immediately preceding sentence, until the calendar year 2016 annual meeting of stockholders, any alteration, amendment or repeal of Section 11(b) of Article III, Section 14 of Article III, the last sentence of Section 2 of Article IV and this Article VIII must also be approved by an affirmative vote of at least two-thirds of the entire Board of Directors.

Section 2.Certain Definitions. As used in these Bylaws, unless the context requires otherwise, the following terms shall have the following meanings:

(a)“ATK Designee” means each of Mark W. DeYoung, Roxanne J. Decyk, Martin C. Faga, General Ronald R. Fogleman, USAF (Ret.), Tig H. Krekel, Douglas L. Maine and Roman Martinez IV.

(b)“ATK Director” means an individual who (i) was an ATK Designee at the Effective Time (or a replacement thereof that is approved by a majority of the other ATK Directors) or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the ATK Directors who were members of the Board of Directors at the time of such nomination or election.

(c)“Effective Time” means February 9, 2015.

(d)“entire Board of Directors” means the total number of directors (as determined in accordance with Article III) which the Corporation would have if there were no vacancies.

(e)“Orbital Designee” means each of David W. Thompson, General Kevin P. Chilton, USAF (Ret.), Lennard A. Fisk, Robert M. Hanisee, Lieutenant General Ronald T. Kadish, USAF (Ret.), Janice I. Obuchowski, James G. Roche, Harrison H. Schmitt and Scott L. Webster.

(f)“Orbital Director” means an individual who (i) was an Orbital Designee at the Effective Time (or a replacement thereof that is approved by a majority of the other Orbital Directors) or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the Orbital Directors who were members of the Board at the time of such nomination or election.

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EX-14.1

Exhibit 14.1

Leading the Way

Code of Ethics and Business Conduct

1

Table of Contents

6	A Message from Our CEO
7	Our Values
8	Leading the Way
9	About Orbital ATK’s Code of Ethics and Business Conduct
		Why It Is Important to Follow Orbital ATK’s Code of Ethics and Business Conduct
		Persons Covered by Orbital ATK’s Code
		How to Use the Code
		Doing Business Around the Globe
		Certifications
		Waivers
11	Our Responsibilities
		Duty to Comply
		Speaking Up
		Contacting the Corporate Ethics and Compliance Office
		Contacting the Ethics Helpline
		Employee and Supervisor Responsibilities
		Protection Against Retaliation
		Conducting Ethics Investigations
		Corrective or Disciplinary Action
16	How We Act in the Workplace
		Proprietary Information
			Access, Use and Protection of Proprietary Information

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					Intellectual Property
					Proprietary Information of Competitors and Prior Employers
Accurate Time Charging and Expense Reporting
Fair Treatment and Respect
				Harassment and Discrimination
				Diversity
				Accommodating Disabilities
Safety in the Workplace
				Safety Procedures
			Bullying and Workplace Violence
			Drugs and Alcohol
Protecting Personal Information
Avoiding Personal Conflicts of Interest
			Personal or Family Financial Interests
			Outside Employment
			Business Opportunities
			Service in Other Organizations
			Nepotism
Responsible Use of Social Media
		Orbital ATK’s Social Media Policy
		Using Orbital ATK’s Technical Resources to Access Social Media
Responding to Inquiries from the Media and the Investment Community
	Appropriate Political Activity and Lobbying

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27	How We Interact with our Customers and in the Marketplace
		Antitrust, Sales Practices and Fair Dealings
		Accurate Business Records, Financial Reporting and Record Management
				Recordkeeping
				Special Ethics Obligations of Employees with Financial Reporting Obligations
				Truth and Accuracy in Reporting
				Retaining and Destroying Company Records
		Avoiding Insider Trading and Tipping
		Product Quality and Safety
		Vendors and Suppliers, Selection and Fair Dealing
				Selection of Suppliers
				Fair and Transparent Dealings
				Business Conduct Standards
				Corporate Responsibilities and Citizenship
				Avoidance of Counterfeit Parts
		Doing Business with the Government
		No Bribery or Corruption
		Gifts, Hospitality and Entertainment
			Guidelines When Dealing with Government Officials and Employees
			Guidelines When Dealing with Suppliers
			Guidelines When Receiving Business Courtesies
		Compliance with Export and Import Controls
		Environmental Compliance and Stewardship

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40	How We Use Our Resources and Assets
		Responsible Use of Orbital ATK and Customer Assets
		Protecting our Technologies
			Orbital ATK’s Information Security Policies
			Insider Threats

5

A Message from Our CEO

Dear Colleagues,

At Orbital ATK, we have a long-standing commitment to conducting business in an honest, straightforward and principled way. Together with our Core Values and Guiding Principles, the Code of Ethics and Business Conduct provides the foundation for who we are as a company.  The Code will help you understand what Orbital ATK expects of you and what our customers, fellow employees and other company stakeholders expect of us.  Remember, doing what’s right is everyone’s responsibility. Rather than describing every legal or ethical situation we may face, the Code provides us with a roadmap for navigating the decisions we’re faced with every day and ensuring we make the right choices.

Leaders, managers, and supervisors should lead by example and help employees follow the Code by addressing questions about it and seeking additional assistance when needed.  We all have a shared responsibility to maintain high ethical standards and to ensure that Orbital ATK is a place where we are proud to work.

Acting with integrity is not just the right thing to do; it is good business and a reflection of our corporate values. Therefore, our commitment to honest business conduct must always come first. Thank you for your commitment to our Code of Conduct and Orbital ATK’s values.

David W. Thompson
President and Chief Executive Officer

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Core Values and Guiding Principles:

The Partner You Can Count On

Our highest priorities are safety, reliability and integrity, the three absolute imperatives in all our activities. These are followed by an intense focus on affordability, achieved through continuing investment in innovation and sustained commitment to execution excellence.

CUSTOMERS We will always act with integrity and responsiveness, working to earn and maintain their loyalty every day.

INVESTORS We will manage our business with discipline and deploy its capital to enhance long-term returns to shareholders.

EMPLOYEES We will encourage the highest levels of engagement, diligence and creativity, and reward their dedication and teamwork.

SUPPLIERS We will be honest and fair, seeking opportunities for beneficial collaboration in long term alliances.

COUNTRY AND COMMUNITY

We are proudly patriotic and grateful to those who defend our freedom. In addition, we will continue to be an involved and responsible corporate citizen of our business locations

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Leading the Way

[We lead the way by acting with the highest ethical and legal standards in everything we do]

Orbital ATK’s reputation and success ultimately depend on our workforce, the people who implement the company’s strategy and carry out our mission.  It is imperative that we each take individual responsibility for making decisions that are consistent with Orbital ATK Core Values and Guiding Principles.  This requires accountability for our actions and the judgment to seek guidance or raise issues when we have concerns.

Our Core Values describe Orbital ATK’s focus on employees, customers, shareholders, suppliers and our country and community. Our Core Values are:

·Safety demonstrates Orbital ATK’s focus on protecting the health and wellbeing of our employees and providing our customers with high quality and safe products.

·Reliability demonstrates Orbital ATK’s focus on maintaining customer satisfaction by producing reliable products, on time, within budget and to customer satisfaction.

·Integrity demonstrates Orbital ATK’s focus on conducting our business in a straightforward and ethical manner.

Our Guiding Principles influence our relationships with each other, customers, shareholders, suppliers and our communities.

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About Orbital ATK’s Code of Ethics and Business Conduct

Why it is important to follow Orbital ATK’s Code of Ethics and Business Conduct

We all want Orbital ATK to be successful.  The way in which we conduct ourselves is equally important to the results we achieve.  We must never compromise our integrity or ethics to achieve results. This is why we have an ethics and compliance program that helps define Orbital ATK’s commitment to legal and ethical conduct

Leading the Way, our Code of Ethics and Business Conduct, translates our core values into action by describing the responsibilities we have to each other and to others with whom we do business.  Employees and others, who act on our behalf, are expected to abide by the standards of behavior described in this Code, as well as our more detailed policies and procedures.  This Code is a common-sense guide to help raise your awareness of legal and ethical issues and understand the process in place for dealing with those issues.

Persons Covered by Orbital ATK’s Code

Orbital ATK is a U.S. public company and the Code is applicable to Orbital ATK and all of its subsidiaries worldwide. Our Code applies to everyone at Orbital ATK.  Each Orbital ATK employee, officer and director is expected to read, understand and follow our Code.  If you interact with our suppliers, vendors, contractors and business partners, you should ensure that they understand our Code and support effective compliance programs within their own organizations.

How to Use the Code

Our Code cannot address all situations, but it will help you:

·Follow and apply the policies, laws and regulations that govern your work

·Resolve difficult questions about on-the-job conduct

·Get advice

·Bring to our attention suspected noncompliant or unethical behavior

Orbital ATK conducts business in the United States and internationally.  We are subject to the laws, rules and regulations of the United States, including anti-bribery laws such as the Foreign Corrupt Practices Act which applies to all of our operations, and the laws of the countries where we do business.  Leading the Way reflects our commitment to obey the laws, rules and regulations wherever we work and to respect the principles upon which they are based.

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Just because the laws may be complicated or difficult to follow, that does not excuse any of us from complying.

Certifications

All employees are required to annually certify that they have read and understand this Code, that they will comply with the provisions, standards and policies of the Code, and that they agree to report any suspected violations through Orbital ATK’s ethics and compliance reporting process.

Waivers

Waivers granted under this Code will be disclosed in accordance with applicable laws.

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Our Responsibilities

[Be sure you know and follow Orbital ATK’s Code of Ethics and Business Conduct and the policies that apply to your work]

Duty to Comply

Obeying the law is the foundation on which we have built our standards.  All of us must respect and obey the laws, rules and regulations of the locations and countries where we operate.  We must also know and abide by any customer-imposed rules affecting our behavior.  Finally, we must abide by Orbital ATK’s policies.  Complying with laws, rules, regulations and policies is an individual responsibility for each of us.  In addition, we should consider not only what we are permitted to do, but also “the right thing to do” in each situation.

Speaking Up

[Bring your concerns into the open to resolve problems quickly and to prevent more harm]

Leading the Way also means speaking up and seeking help when you are concerned or know about an actual or potential ethical lapse or violation of our Code of Ethics and Business Conduct or our policies.  Most of us have faced a difficult situation where the right course of action is hard to determine.  Perhaps the facts are complex or a good choice is just not obvious.  Maybe we do not have the information we need to make a good choice.  Perhaps our personal interests are inconsistent with the best interests of Orbital ATK.

When you understand our expectations for legal and ethical conduct, you will be able to handle most situations.  Using this Code will help you in many circumstances.  However, it will not give you an answer for every situation.  No code of conduct can do that.  Therefore, whenever you are in doubt, you should always speak up and discuss your ethics questions or concerns with someone.

Every supervisor and manager is expected to Lead the Way by keeping an “open door” and providing timely advice on ethical or compliance concerns.  If you are comfortable doing so, we encourage you to involve your supervisor or manager.  We understand that at times this may not be practical or appropriate.  In these situations or whenever you have a concern or a question, you have other resources you can turn to, including:

·An Ethics Committee Representative

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·Your Human Resources Department

·An Orbital ATK Legal Advisor

·Orbital ATK’s Corporate Ethics and Compliance Office at 1-844-873-8449 or ethicscompliance@orbitalatk.com

·Orbital ATK’s Ethics Helpline at 1-800-345-8594 or www.orbitalatkethics.com

Accounting, financial and auditing concerns may also be reported to the Audit Committee of Orbital ATK’s Board of Directors at boardofdirectors@orbitalatk.com.

Situations where you “just do not feel comfortable” or when someone asks or instructs you “not to say anything” should always be reported.   Remember that you may report concerns anonymously.

Contacting the Corporate Ethics and Compliance Office

[By reporting concerns, you help us investigate matters and fix problems]

Our Corporate Ethics and Compliance Office is a company-wide resource to assist you in finding help with your business ethics and compliance concerns or questions.  Orbital ATK’s Corporate Ethics and Compliance Office is part of Orbital ATK’s Office of the General Counsel and provides reports on ethics and compliance matters to Orbital ATK’s Board of Directors and its Committees.

Contacting the Ethics Helpline

Ethics Helpline:  1-800-345-8594 or www.orbitalatkethics.com

You can report ethics or compliance concerns using our Ethics Helpline.  The Ethics Helpline is operated by a trusted third-party provider located in the United States and is available 24 hours a day, 7 days a week, and 365 days a year.

You can contact the Ethics Helpline either by phone or through our website.  If you choose to call, an independent third party will take your call, listen and ask questions about your concern.  Whether you call or log-in, you will receive a unique reference number so that you may follow up later.  A report of your concern will be promptly forwarded to our Corporate Ethics and Compliance Office for investigation.  You may call back or log-in at a later date to check on the status of your concern, to provide additional information, or to answer any follow-up questions an ethics investigator may have left for you in the event that you chose to remain anonymous.

You report your concern

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·We receive your concern

·We investigate your concern

·We take appropriate action

All contacts with the Ethics Helpline are confidential to the extent possible.  When you use the Ethics Helpline, you may choose to remain anonymous.  Sometimes, however, it may become necessary to know your identity in order to resolve your concerns and you will be advised when that is the case.  Depending on the nature of a concern, management and the leaders of Orbital ATK may need to be advised about the issue, but care will be taken to protect identities and sources of information to the extent possible.  Our goal is to answer questions and to handle issues fairly and consistently.  We will make sure that reports of improper conduct are thoroughly investigated.  We will take appropriate action to resolve each matter reported in good faith.

Employee and Supervisor Responsibilities

[We all have a responsibility to “do the right thing,” no matter our role at Orbital ATK]

Employees have a responsibility to comply with the applicable laws, regulations, policies and our Code of Ethics and Business Conduct wherever we do business.  But ethical behavior is more than compliance, it means doing what’s right, even if it is difficult or uncomfortable.  We all have a responsibility to report any known or suspected violations of our Code, laws, and regulations or policies.

Those who supervise others have the responsibility to foster a workplace environment that emphasizes and rewards ethical behavior.   As an ethical leader, you should promote a culture where colleagues are comfortable asking questions and raising concerns.

Supervisors and managers should never pressure anyone to perform their duties contrary to the ethical standards described in our Code.  Employees should not submit to pressure from any supervisor, manager, other employee or third party to act contrary to the provisions of our Code.  If you are ever asked or instructed to perform anything that may be unethical or a violation of the Code, or if you observe someone not following the principles of the Code, you should report it immediately to one of the resources identified in the section titled “Speaking Up.”

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Protection Against Retaliation

[It is Orbital ATK’s obligation to protect you from retaliation]

Orbital ATK will not tolerate any retaliation against anyone who speaks up in good faith to ask a question, report a concern, or participate in an ethics or compliance investigation.  When you step forward to report something that you believe is unethical or illegal, we will investigate and address the problem.  Individuals who raise concerns in good faith or who help to resolve reported matters are protected against retaliation.  Good faith does not mean that you are always right.  It does mean that you sincerely believe a legitimate issue exists.

Retaliation is the act of making someone afraid to speak up or come forward or an action taken against someone for reporting a concern.  Any person found to have engaged in retaliation will be subject to disciplinary action up to and including termination.  In addition, malicious and false reports of unethical or illegal conduct will not be tolerated and individuals who make these types of reports will face disciplinary action.

If you discover any retaliation in the workplace, you should report it immediately to the Corporate Ethics and Compliance Office at 1-844-873-8449 or ethicscompliance@orbitalatk.com.

Conducting Ethics Investigations

[If requested, you have a responsibility to cooperate in an ethics investigation]

All concerns that are reported in good faith are taken seriously.  We have an ethics investigation process that we use as a guide for our ethics investigations throughout Orbital ATK.  If your concern results in an ethics investigation, a trained ethics investigator will be assigned to conduct an impartial and thorough investigation.  The ethics investigator will contact those involved in the situation and provide them with an opportunity to explain what happened.  If involved, you have a responsibility to cooperate with the investigation.  During an investigation, you should be truthful, cooperative, and should preserve all relevant documents and information (including electronic documents and emails).

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Corrective or Disciplinary Action

[We are all accountable for our actions while carrying out our duties and responsibilities at Orbital ATK]

To protect Orbital ATK and our employees, we respond promptly to reports of ethical concerns or conduct that may violate the law, our Code of Ethics and Business Conduct or Company policy.  Violations of legal requirements, our policies or this Code may have severe consequences to you and Orbital ATK, such as significant fines, penalties and a damaged reputation.  Violations may jeopardize our relationships with customers or suppliers and could result in the loss of our ability to do business.  Anyone who violates laws, regulations, our policies or this Code is subject to disciplinary action up to and including termination.

Making Decisions and Judgment Calls

While our Code of Ethics and Business Conduct addresses many situations, it is impossible to cover and anticipate every type of ethical dilemma that may arise in our day-to-day interactions among ourselves or others with whom we do business.  There may be times when the right decision is not obvious or you may feel uncomfortable.  When you are faced with a difficult ethical decision, ask yourself these questions:

· Is the action legal?

· Do I have all the information I need to make a good decision? If not, have I sought advice?

· Is my decision consistent with Orbital ATK’s core values and our Code?

· Would I feel comfortable justifying my action to my coworkers, my supervisor, my family and friends?

· Would the action reflect well on Orbital ATK?

You have an obligation to Orbital ATK to speak up and seek help when you are concerned or know about an actual or potential ethical lapse or violation of our Code or our policies.

If you are still uncertain about the ethics or legality of an issue, seek additional guidance before proceeding. Use common sense, and keep asking questions until you are certain that your decision is consistent with straightforward and ethical business conduct.

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How We Act in the Workplace

Proprietary Information

[Disclose Orbital ATK proprietary information only in accordance with the Code; do not misuse or misappropriate third party proprietary information]

During your employment with Orbital ATK, you may have access to proprietary information, including trade secrets of Orbital ATK and our partners, vendors, customers, suppliers and other third parties.  This includes, but is not limited to:

·Business proposals and pricing

·Customer and supplier information

·Manufacturing methods

·Engineering designs or other product data

·Inventions or improvements any employees make in the course of their work at Orbital ATK

·Other sensitive information that is not publicly known

All of us must act responsibly when it comes to the access, use, handling and disclosure of proprietary information in order to ensure the information is used only for Orbital ATK’s legitimate business purposes and is not disclosed to others without authorization.  This duty exists not only while you are an Orbital ATK employee, but even after you leave Orbital ATK.

Access, Use and Protection of Proprietary Information

Orbital ATK’s proprietary information must be used only for legitimate Orbital ATK business purposes.  This includes information or data that you develop in your work for Orbital ATK.  You may not use Orbital ATK’s proprietary information for your own personal benefit or to benefit a third party.

For your own protection and to protect Orbital ATK, you should only access the information for which you are authorized and required to access to do your job.  In addition, you may not disclose Orbital ATK’s proprietary information to anyone either inside or outside of Orbital ATK without authorization.  Do not assume that a co-worker has authorization to all information that you possess; seek advice from a supervisor or manager before making any disclosures.  In particular, certain divisions within the Company may have access to customer or supplier information that may not be shared with other divisions that compete with such customers or suppliers.

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You are expected to be familiar with the non-disclosure and invention assignment agreement that you signed as a condition of your employment at Orbital ATK.  It governs your obligations regarding the protection of Company and third-party information, and Orbital ATK’s rights in inventions and intellectual property developed while working at Orbital ATK.

Intellectual Property

Intellectual property refers to creations of the mind, for which exclusive rights are recognized, such as patents, trademarks, copyrights, trade secrets and know-how.  You must never share Orbital ATK’s intellectual property, such as Company trade secrets, without authorization.  You must also respect the intellectual property rights of others.  Theft or misappropriation of trade secrets is a federal crime and is illegal under the laws of various countries.  Further, violating the intellectual property of other owners can expose the company to liability.

Proprietary Information of Competitors and Prior Employers

Just as Orbital ATK values and protects our own proprietary information and that of our partners, customers and suppliers, we also respect the proprietary information of our competitors.  You may not use proprietary information belonging to a former employer in your work at Orbital ATK or provide it to others at the company.  Likewise, you may not take or use proprietary information or intellectual property that belongs to Orbital ATK after you leave.

Q & A

Q:  Mike has left employment at Orbital ATK and has accepted employment with XYZ Company. XYZ Company manufactures similar products to Orbital ATK.  Mike notices that their manufacturing process could benefit from some improvements.  Mike was part of a project team at Orbital ATK and he and others identified some great ideas to improve the manufacturing process.  Mike is excited to share his ideas with his new supervisor at XYZ Company.  Is it okay for Mike to do this?

A:  No.  Orbital ATK’s manufacturing processes are Company trade secrets and, in accordance with his non-disclosure agreement with the Company, Mike generally may not use or disclose such information to anyone, including his new employer.

Accurate Time Charging and Expense Reporting

[Record your working time accurately]

Each of us is responsible for ensuring that we report all time worked accurately.  Orbital ATK customers place special trust and confidence in us when they award us work.  For government

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contractors, accurate recording of time and charging expenses to their proper account is critical.  Each of us is responsible for:

· Complying with the Company and location labor charging policies and procedures

· Knowing which accounts are to be charged, where applicable

·Recording all hours worked

· Ensuring that labor hours, travel, material and other expenses are recorded on time and in a truthful and complete manner

Additionally, supervisors and managers are responsible for reviewing timesheets and expense reports for accuracy.  Any questions or concerns or any difficulties in obtaining the proper authorizing documents should be raised promptly with your supervisor or manager, or the Corporate Ethics and Compliance Office.

Additionally, it is against the law and Company policy to knowingly:

· Mischarge time

· Falsify timekeeping

· Charge an incorrect account or cost objective, or approve such mischarging

· Shift costs to improper accounts

Q & A

Q:  I am working on two different contracts.  My supervisor told me not to worry about tracking individual time to each project and to just charge half of my day to each contract, since it will even out over time and will make the accounting more efficient.  Is this okay?

A:  No.  You should charge your time accurately to each project according to your location’s time charging policies.

Fair Treatment and Respect

[Working together respectfully and inclusively is key to our success]

At Orbital ATK, our most important resource is our people.  We are committed to creating and maintaining a workplace that drives the success of Orbital ATK by working together respectfully and inclusively.  We each play a role in creating and maintaining this type of environment.  This

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means we must make all employment decisions based on a principle of mutual respect and dignity for one another and consistent with all applicable laws.

Harassment and Discrimination

Orbital ATK forbids harassment and discrimination of any kind, and maintains policies that prohibit behavior that singles out an employee or group of employees for negative treatment because of gender, race, color, national origin, ancestry, citizenship, religion, age, physical or mental disability, medical condition, sexual orientation, gender identity, veteran or marital status or other protected characteristic.  All employment decisions, such as those related to hiring, promotion, discipline, pay, development and termination, must be made based on legitimate business reasons and performance.

Diversity

Orbital ATK strives to be the employer of choice in the communities where we operate.  We understand that attracting and retaining a diverse workforce is critical to business success because it fuels our ability to creatively respond to emerging needs for new technology and product development.  Orbital ATK maintains Equal Employment Opportunity policies and we value the diversity of background, culture and beliefs that our employees bring to Orbital ATK, and we are proud that our workplace offers equal opportunity for advancement, personal development and professional growth.

Accommodating Disabilities

At Orbital ATK, we are committed to providing reasonable accommodations to qualified applicants and employees with disabilities as required by applicable law.  Any employee who requires an accommodation in order to perform the essential functions of his or her job should contact his or her supervisor or manager or Human Resources Department to request such an accommodation.

Safety in the Workplace

[At Orbital ATK we are committed to safe operations and are diligent in our safety practices and processes]

Orbital ATK is committed to conducting its business in a manner that ensures the safety and health of our colleagues in the workplace as well as people in the communities in which we operate.  We strive to minimize potential hazards in the workplace.

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Each of us is expected to be aware of and comply with applicable health and safety laws and related policies and procedures.  As an Orbital ATK employee you must:

· Follow all procedures related to the operation of equipment and the use of hardware

· Report unsafe conditions, hazards, broken equipment or machinery, accidents and workplace incidents

· Understand the related risks and rules for storing, handling and transporting hazardous materials, and complying with all legal requirements, including any special permit requirements

· Never bring illegal drugs or other controlled substances onto Company property or be under their influence while at work

· Never tolerate any acts or threats of violence, physical intimidation or other disruptive behavior of any kind in the workplace or during participation in business activities off premises

· Keep up-to-date with all relevant training

Working safely is everyone’s responsibility. Orbital ATK takes seriously any behavior that threatens the health or safety of our employees. If you become aware of a safety concern, immediately bring it to the attention of your supervisor or manager.

Q & A

Q:  One of my co-workers frequently takes short cuts and does not follow her job procedures.  I do not think it is my place to say anything, as I do not want to get anyone in trouble.  Should I speak up?

A:  Yes.  Every Orbital ATK employee is responsible for safety.  By not speaking up, you risk endangering the employee and possibly everyone else in the work group.  If you feel you cannot approach your co-worker, you need to promptly notify your supervisor or manager, or location Safety Representative, so that corrective action can be taken.

Abusive Behavior and Workplace Violence

Orbital ATK does not tolerate intimidation, threats or physical violence in the workplace.  Orbital ATK takes very seriously any conduct or behavior that threatens the safety of our employees.

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Q & A

Q:  My supervisor has the quickest temper of anyone I have ever met.  At times he yells and swears at my co-workers and me at the top of his voice.  Do we need to put up with this?

A:  No.  Everyone is entitled to work in a workplace that is free from intimidation and hostile or offensive behavior.  You should promptly report the situation with your Human Resources Department, or call the Ethics Helpline at 1-800-345-8594.

Drugs and Alcohol

Orbital ATK maintains drug free workplace policies and is committed to maintaining a work environment that is free from illegal drugs and the influence of drugs and alcohol.  Illegal drug use or abuse of controlled substances threatens the health and safety of our employees.  Orbital ATK prohibits the unlawful possession, use, purchase, sale or distribution of any controlled substance on any of Orbital ATK’s operated premises, in vehicles used for Orbital ATK business, or anywhere else while working on Orbital ATK business.

Orbital ATK offers an Employee Assistance Program (EAP) benefit.  This is a free, confidential, comprehensive resource available to employees and their family members.  The EAP offers help with emotional, legal or financial concerns, stress, substance abuse, work problems and more.  For more information please contact your local Human Resources representative or the Corporate Ethics and Compliance Office.

Protecting Personal Information

[We must protect and safeguard the personal information we use in our business]

At Orbital ATK, we value the trust that our employees, customers and others place in us.  To maintain that culture of trust, we respect the privacy rights and interests in personal information that is collected, held and used in our business.  Personal information includes (but is not limited to) employee personnel records, medical records, Social Security numbers, home addresses, telephone numbers and benefits information.  Everyone who handles personal information as part of their job must do so only on a “need to know” basis and for legitimate business purposes.  We all have a duty to protect and safeguard personal information in accordance with Orbital ATK policies.  We should never use personal information for an unauthorized purpose or for personal gain.

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Q & A

Q:  I received a call requesting personal information about an employee.  I did not recognize the caller’s name.  Even though the caller said she was in Human Resources, I was not comfortable giving her the employee’s personal information so I didn’t.  Did I do the right thing?

A:  Yes.  Personal information must be safeguarded and protected from improper disclosure.  When you get a request for such information, direct the caller to your local Human Resources representative for handling.

Avoiding Personal Conflicts of Interest

[Put Orbital ATK first to help avoid possible conflicts of interest]

We all have a duty to act in the best interests of Orbital ATK.  Putting Orbital ATK first means protecting Orbital ATK’s reputation and our stockholders’ investment in Orbital ATK by avoiding situations that create, or appear to create, a conflict between your personal interests and what is best for Orbital ATK.  A conflict of interest arises when personal, social, financial or political activities or business relationships interfere with your objectivity.  If you have a question about a possible conflict of interest, you should discuss it with an Orbital ATK Legal Advisor or the Corporate Ethics and Compliance Office who will review the situation and determine whether any additional action is required.

Personal or Family Financial Interests

When conducting business on behalf of Orbital ATK, you must be careful to avoid situations that could create a conflict of interest, or even the appearance of one.  A “conflict of interest” occurs when the interests of an officer, director or employee (or any of their family members) conflict with the officer’s, director’s or employee’s ability to perform his or her job responsibilities to Orbital ATK.  There does not need to be a direct personal conflict for there to be a potential conflict of interest.  It is possible that the indirect interests of a family member could be sufficient to create a potential conflict of interest.  Such competing interests may limit your ability to perform your duties objectively and without bias.  If you think a conflict of interest situation exists, let your local Human Resources representative or the Corporate Ethics and Compliance Office know.

A conflict of interest situation may also exist when there is a personal or family relationship between employees.  It may appear as though one employee is receiving preferential treatment over another.  Therefore, no family member should be placed in a position where he or she has direct decision-making authority over another family member.  This type of situation should be

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immediately disclosed to your local Human Resources representative or the Corporate Ethics and Compliance Office.

Additionally, we must be careful about certain personal relationships that you, your family members or close friends have with an existing or potential supplier, customer, subcontractor or competitor of Orbital ATK.  Relationships and situations that could create a conflict of interest include:

·a financial interest in the entity,

·employment by the entity,

·a separate professional relationship with the owner, principle, officer or director of the entity,

·or other relationship of interest

If you find yourself in such a situation or believe that another employee of Orbital ATK is in such a situation, you must notify your local Human Resources representative and the Corporate Ethics and Compliance Office or your Orbital ATK Legal Advisor.  In addition, if a potential conflict of interest situation exists you should immediately remove yourself entirely from the supplier selection or negotiation process.

Q & A

Q:  My brother-in-law runs a temporary employment agency.  I recommended to my manager that we should engage this agency as one of our preferred suppliers of engineering talent.  I did not mention that my brother-in-law owns the company, as it did not seem relevant.  Did I do the right thing?

A:  No.  Even if you do not believe that you are influenced by your personal relationship with a contact at a supplier, you are still required to disclose that information to your manager and remove yourself from the solicitation process.  Remember, perceived conflicts of interest can damage Orbital ATK’s reputation as much as actual conflicts of interest.

Outside Employment

Before you accept outside employment or even a volunteer position, consider carefully whether the outside activity will create a conflict of interest with your work at Orbital ATK. Generally speaking, working for or providing services to any Orbital ATK customer, subcontractor, distributor, competitor or supplier may pose a personal conflict of interest and is not permitted.  Such employment must be approved in advance by your business unit’s attorney or the Corporate Ethics and Compliance Office.  Even where outside employment or

23

activities are approved, they must never interfere with your job responsibilities at Orbital ATK and are subject to the following restrictions:

·Outside work must not be done on Company time and must not involve the use of company equipment or supplies.

·You should not attempt to sell products or services from your outside work to Orbital ATK.

·Performance of outside work must not interfere with your primary duties and obligations to the Company or prevent you from devoting the time and effort needed to fulfill them.

Putting Orbital ATK first means giving your work at Orbital ATK your full attention.

Business Opportunities

If you become aware of a business opportunity that may be of interest to Orbital ATK, you may not divert that opportunity for your own personal gain or for the benefit of another company.  Also, you may not use your position with Orbital ATK, or Orbital ATK customer information or property, in competition with Orbital ATK, either directly or indirectly.

Q & A

Q:  I have an opportunity to serve on the board of an industry organization.  Should I disclose this opportunity to Orbital ATK before I accept it?

A:  Yes.  You should discuss the opportunity with your Orbital ATK Legal Advisor or the Corporate Ethics and Compliance Office to ensure that your service on the board would not create a personal conflict of interest.

Responsible Use of Social Media

Why We Have Social Media Policies

Orbital ATK does not prohibit employees from using social media during their personal time  but asks you to be respectful in any statements you make regarding Orbital ATK, co-workers, customers, partners or competitors.  It is important to keep in mind that a social media posting is generally considered public and, once posted, information may exist indefinitely.  Also, improper or unauthorized disclosures in the name of or on behalf of Orbital ATK could damage

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our reputation, impact our ability to get and keep customers, and expose Orbital ATK, our customers and partners to legal liability.

Orbital ATK expects employees to follow the same professional standards online as those expected in the work environment and to adhere to Orbital ATK’s policies whenever social media activity relates in any way to Orbital ATK’s, customers, vendors, competitors and employees.  Everything we say and do affects the trust our stakeholders place in us, even as we find new ways to communicate with our customers and communities. Whenever you engage in social media activity that relates to the company or could be identified in any way with Orbital ATK or our business, you should:

· Use common sense and good judgment

· Avoid statements that could damage Orbital ATK’s reputation or the reputation of another employee or third parties with whom we do business

· Make it clear that your own opinions and views are not those of the Company

·Never post or discuss proprietary information, trade secrets, classified data or information subject to export control requirements

·Never post rumors that you know are false or make other misleading or defamatory statements about Orbital ATK or its employees, customers, partners or affiliates

Using Orbital ATK Resources to Access Social Media

If you are using Orbital ATK technical resources to access external social media sites, you are subject to Orbital ATK’s policy on the use of Company resources.  Orbital ATK has the right to access and review all data and information retained on or transmitted over Orbital ATK’s systems, including content employees post on private social media sites using Orbital ATK technology resources, except as restricted by local law.

Responding to Inquiries from the Media and the Investment Community

[At Orbital ATK, we protect our reputation with accurate and appropriate communications]

We all have a responsibility to protect Orbital ATK’s reputation through our behavior and performance.  We also need to make sure that any legal obligations relating to Orbital ATK’s communications are met.  Because of this, Orbital ATK has authorized certain individuals — and

25

only those individuals—to speak on behalf of Orbital ATK.  All media inquiries should be referred to Orbital ATK Corporate Communications.  Exceptions are allowed for local inquiries to business group or division employees who have responsibility for media relations.  All inquiries related to a crisis situation must be forwarded to Orbital ATK Corporate Communications.  All contacts with stockholders, prospective investors and securities analysts, or requests for information related to Orbital ATK’s financial performance should also be referred to Orbital ATK Corporate Communications.

Appropriate Political Activity and Lobbying

[We must ensure that our participation in the political process is appropriate and lawful]

Orbital ATK participates in the U.S. political and legislative process to ensure that Orbital ATK’s interests in the aerospace and defense industries are appropriately represented.  Such activities are highly scrutinized and must be performed in accordance with all applicable rules and regulations to make certain that our political and lobbying activities are conducted in a legal, ethical and transparent manner.  Consequently, any activities involving federal or local elected officials or political candidates must be coordinated with and approved in advance by the Government Relations Department to avoid unintended violations of company policy and federal rules.

Orbital ATK encourages you to participate individually in the political process on your own time and expense and without use of Orbital ATK resources.  At no time should you create the impression that you are expressing political views on Orbital ATK’s behalf.

Q & A

Q:  A co-worker and I are supporting a political candidate and want to stay late at the office to make political phone calls and emails.  May we do that?

A:  No.  While Orbital ATK encourages employees to be engaged in the political process, you may not use Orbital ATK resources to conduct activity in support or defeat of political candidates.

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How We Interact with Our Customers and in the Marketplace

Antitrust, Sales Practices and Fair Dealings

[Always be fair and transparent in the conduct of our business]

Fair competition is fundamental to the free market system.  The antitrust and competition laws are designed to preserve the free market system by ensuring vigorous competition that does not unfairly limit trade or exclude competition.

At Orbital ATK, our innovation drives better and more affordable products that benefit our customers.  We seek to outperform our competitors fairly and honestly, and never through unethical or illegal business practices that might restrain trade or reduce competition.  We comply with all applicable laws, rules and regulations that govern our agreements with competitors, suppliers or customers.  The law prohibits agreements or discussions with competitors regarding price fixing or controls, allocating customers, or boycotting specified customers or suppliers.

From time to time, we are a customer of, or a subcontractor to, companies with which we compete.  Because of the laws restricting anticompetitive behavior, discussions with competitors, including social discussions, should not include pricing, territories, markets or customers and the like.

Antitrust and competition laws are complex and vary from state to state and country to country.  Proven violations carry significant fines and even imprisonment.  Even the appearance of improper agreements with competitors can harm our reputation or risk legal action against our Company. Consequently, you should consult with your Orbital ATK Legal Advisor if you are unsure of the propriety of a particular course of action.

Q & A

Q:  Recently, I attended an industry trade meeting where a sales representative for a competitor talked during dinner about pricing challenges in the market and the need to increase prices.  This conversation made me very uncomfortable, but I felt it would have been rude to leave.  Did I handle this correctly?

A:  No.  You must always be very careful in discussions with competitors.  It is never appropriate to discuss pricing issues with a competitor or even listen to such discussions.  Even casual conversations have a potential to cause harm or may suggest a violation of the antitrust laws.  You should immediately excuse yourself from any conversation with a competitor that discusses competitively sensitive topics.  If you

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believe you have learned inappropriate pricing information, promptly notify an Orbital ATK Legal Advisor.

Accurate Business Records, Financial Reporting and Record Management

[Ensure our records are accurate, timely and complete]

Recordkeeping

Each of us has the responsibility to ensure that all of Orbital ATK’s records are accurate, timely and complete.  Accurate business records are essential for internal decision making and for the benefit of the shareholders, investors, regulators and others who rely on them.  Forecasts and assessments provided to management must be done in a timely manner.

Orbital ATK’s books, records, accounts and financial statements must properly document all Company assets and liabilities, and accurately reflect all Company transactions.  These records should be sufficiently detailed and maintained in accordance with applicable accounting and legal requirements and standards, as well as Orbital ATK’s system of internal controls.

If you believe there is a significant error or omission in an Orbital ATK document, report it immediately to your supervisor or manager, Orbital ATK’s Internal Audit Department, or Orbital ATK’s Ethics Helpline at 1-800-345-8594.  You should never direct anyone to prepare or approve a misleading record.  It is no defense to say someone else directed you to create a record that you knew or had reason to suspect was false or misleading.

Truth and Accuracy in Reporting

Truth and accuracy in reporting is required.  Orbital ATK will not tolerate the creation or approval of records that are inaccurate, false or misleading.  It is fraudulent and a violation of our Code of Ethics and Business Conduct to:

·Inaccurately record time for reporting purposes

·Falsify quality, environmental or safety reports

·Process or submit false or inaccurate invoices

·Record false revenue

·Understate or overstate known liabilities or assets

·Submit inaccurate expense reports

·Alter, remove or destroy documents except in accordance with Orbital ATK’s policies

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·Approve inaccurate information for publication or other use

Material financial fraud would harm Orbital ATK’s reputation and could adversely affect Orbital ATK’s financial condition.  It could also result in significant criminal and civil penalties to Orbital ATK and the individuals involved. Anyone engaged in fraud at Orbital ATK will be subject to disciplinary action up to and including termination.

Q & A

Q:  I suspect that there is an inaccurate or artificial entry in Orbital ATK’s books and records.  It could be that there are legitimate differences in professional opinion regarding the entry.  On the other hand, I am worried that the entry is false or there may be a mistake.  It is really not my place to question accounting and I am sure someone else is reviewing it.  Should I talk to someone about this?

A:  Yes.  You must speak up and discuss your concerns with your supervisor or manager or, if you are uncomfortable doing that, report it to Orbital ATK’s Ethics Helpline at 1-800-345-8594.  Do not delay.  If you are concerned, then we are concerned.  Let’s find out the facts and make sure that our books and records accurately reflect our business activity.

Special Ethics Obligations of Employees with Financial Reporting Obligations

The Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and other persons performing similar functions at both the corporate and operating group levels have responsibility for ensuring that the Company’s filings with the U.S. Securities and Exchange Commission and other Company disclosures contain information that is full, fair, accurate, timely and understandable. A culture that emphasizes integrity and high ethical standards regarding financial reporting is fundamental to Orbital ATK’s reputation and success.  Accordingly, the individuals identified above are bound by Orbital ATK’s Financial Officer Code of Ethics, and by certifying to the Orbital ATK Code of Ethics and Business Conduct, they each agree that they will:

· Act with honesty and integrity, avoiding actual or apparent conflicts of interest involving personal and professional relationships;

· Act objectively, without allowing independent judgment to be subordinated;

· Act at all times in good faith, responsibly, with due care, competence and diligence, and without knowingly misrepresenting any facts;

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· Comply with applicable federal and state laws and rules and regulations of the applicable regulatory agencies to which Orbital ATK is subject;

· Comply with internal controls and procedures for financial reporting and ensure that material information is disclosed as required by law; and

· Promote ethical behavior among personnel under their supervision at Orbital ATK and ensure such individuals are appropriately educated on applicable laws, rules and regulations.

Retaining and Destroying Company Records

Each of us must also ensure that Orbital ATK’s documents are retained to the extent required to meet legal, tax and regulatory requirements, and that documents are properly destroyed when they no longer serve a business or legal purpose.  All Orbital ATK records should be retained or destroyed according to Orbital ATK’s record retention policies.  You are expressly prohibited from altering, destroying or failing to preserve any records to avoid disclosure in a lawsuit or investigation.

Q & A

Q:  A governmental agency is investigating a claim brought by a former employee alleging that Orbital ATK failed to perform required quality checks on a product that has already been shipped.  Because the official log sheet showed that the quality checks were completed, do the quality inspector’s handwritten notes need to be retained?

A:  Yes.  Any documents that might be relevant to a pending claim or investigation should be retained.

Avoiding Insider Trading and Tipping

[Do not trade on or tip “inside” information]

If you are aware of material nonpublic information (“inside information”) relating to Orbital ATK or our business, you may not buy, sell or trade Orbital ATK stock or securities.  In addition, you may not trade in stock or securities of another company (for example, Orbital ATK’s customers, suppliers, vendors, subcontractors and business partners) if you have material nonpublic information about that company that you obtained at Orbital ATK.  It is also unlawful for you to “tip” others, or pass along inside information to friends, family or others to help them make a profit, avoid a loss, or suggest that they trade when you are not permitted to do so.

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What is material information?  It depends on the facts and circumstances, but it is information that would be important to an investor in deciding whether to buy, sell or hold stock of a company.  Material information includes (but is not limited to):

·Earnings results or estimates, or other important financial information

·A proposal, negotiations, or agreement for a significant merger, acquisition, divestiture or joint venture

·A significant new contract or change in a significant contract

·A significant new product or development

·Significant litigation

These rules apply to you, even if you have not signed a confidentiality agreement.  You may not trade in Orbital ATK stock or securities (or the other company’s stock or securities) when you have material inside information until this information is publicly announced.  For additional information, please refer to the Company’s Insider Trading Policy.  If you have a question about whether information is material nonpublic information or any other questions about your securities trading, please check with Orbital ATK Corporate Counsel.

Q & A

Q:  If I become aware of Orbital ATK’s quarterly financial results before they have been publicly announced, can I purchase Orbital ATK stock or tell my parents to purchase Orbital ATK stock in reliance on such information?

A:  No.  This information is considered “material nonpublic information” and the purchase of Orbital ATK stock would be a violation of Orbital ATK’s Code of Ethics and Business Conduct and a potential criminal violation of the federal securities laws.  “Tipping” this information to your parents would also be a violation, even if you do not give a reason for telling them to buy the shares.

Product Quality and Safety

[Our customers depend on us to deliver reliable, safe and quality products]

We must ensure that all of our products are designed and manufactured in compliance with all applicable safety laws and regulations, quality requirements and specifications.  Our customers depend upon us for reliable, safe and quality products.  It is never okay to cut corners, falsify documentation, skip an inspection or use an undocumented process.

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Q & A

Q:  Due to budget concerns, I am getting a lot of pressure from my supervisor to make sure a particular part we have been struggling with passes inspection.  The part seems to work, but I am not sure it will pass the quality inspection.  Would it be okay for me to approve it without a quality inspection?

A:  No.  Budget concerns can put a lot of pressure on our program teams, but they are never a reason or excuse to change our standards for product quality and safety and our commitment to execution excellence.  If your supervisor ever directs you to skip an inspection or otherwise deviate from the process, you should challenge that direction and report it to the Corporate Ethics and Compliance Office or call Orbital ATK’s Ethics Helpline at 1-800-345-8594.

Vendors and Suppliers, Selection and Fair Dealing

[We select suppliers and vendors who follow Orbital ATK’s standards and we deal with them fairly]

Orbital ATK’s strategy is to create market-leading positions by delivering affordable and innovative solutions to our customers.  Our success is highly dependent upon the efforts and contributions of our suppliers.  We expect our vendors and suppliers to help us to deliver value to our customers by providing Orbital ATK with the highest quality products delivered on time and at the best value.

Selection of Suppliers

Orbital ATK partners with suppliers who demonstrate proven capabilities and adherence to quality, cost and schedule commitments.  It is Orbital ATK’s policy to actively pursue opportunities to assist small businesses and diversity companies in becoming qualified and valued Orbital ATK suppliers. In choosing among competing suppliers, you must impartially select the supplier that best meets Orbital ATK’s needs.  You must base your decision on objective information such as price, past performance, business reputation, technical expertise, production capacity and financial stability.

It is important to Orbital ATK’s reputation to engage and work with suppliers and vendors who comply with all applicable laws, including, but not limited to, laws regarding eradication of human trafficking, slavery, and forced labor, as well as applicable employment, environmental, anti-corruption and fair competition laws, and intellectual property rights.

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In making selection decisions, you must avoid real or perceived conflicts of interest.  You must also follow Orbital ATK’s guidelines before you accept any gift, hospitality or other entertainment from a supplier.  You should consult with your Orbital ATK Legal Advisor or the Corporate Ethics and Compliance Office before accepting business courtesies.

Fair and Transparent Dealings

We must always remember that ethical business behavior is good business and that we should maintain transparent and honest procurement practices in our roles at Orbital ATK.

·Engage in fair and transparent dealings with suppliers, treating valued suppliers with integrity and professionalism

·Follow applicable procurement standards and laws in working with suppliers

·Use the same care in protecting supplier proprietary and trade secret information as you would use in protecting such information belonging to Orbital ATK

·Understand the terms of Orbital ATK’s contract with the supplier and ensure that those terms are followed by anyone working with that supplier

Business Conduct Standards

We expect our suppliers to abide by Orbital ATK’s Code of Ethics and Business Conduct.  If your job involves selecting or managing suppliers, ensure that the supplier understands our requirement to operate at the highest standard of ethics, integrity and governance.  You must also be alert to and report to your supervisor or manager any conduct by a supplier, or its employees or subcontractors that appears to be inconsistent with the standards of this Code.

Corporate Responsibilities and Citizenship

We expect our suppliers to follow all laws that require them to treat workers fairly, provide a safe and healthy work environment, and protect natural resources.  Like Orbital ATK, suppliers should seek to minimize the environmental impact of their operations and reduce waste, emissions, energy consumption and the use of materials of concern.  Orbital ATK expects suppliers to treat their workers with integrity and respect, and we have zero tolerance for trafficking in persons or the use of forced labor.  Suppliers are required to comply with this prohibition and take affirmative steps to combat trafficking in persons and forced labor.

Avoidance of Counterfeit Parts

Orbital ATK is committed to eliminating counterfeit parts from our supply chain.  For that reason, Orbital ATK purchases products and materials directly from the original equipment

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manufacturer (OEM), the original component manufacturer (OCM), or through an OEM/OCM authorized distributor chain. For those suppliers that are delivering manufactured parts or components, we expect the same, and we require that all suppliers have in place robust policies and procedures to avoid procuring or otherwise introducing counterfeit parts into the Orbital ATK supply chain.

Doing Business with the Government

[As a government contractor, Orbital ATK is held to a high standard when it comes to ethics and compliance]

Special rules apply when we do business with the government, and the government can impose substantial penalties and charge a company and its employees with a crime for violating government procurement laws.  As a result, these basic rules must be followed in all of our business with a government:

·You must ensure that all invoices you submit to a government customer are accurate and complete and comply with the applicable procurement regulations.  We must be truthful in all representations and certifications made to government agencies.

·You must avoid even the perception of an organizational conflict of interest and report any suspected organizational conflict of interest to your Orbital ATK Legal Advisor.  An organizational conflict arises when, because of activities or relationships with others, a contractor such as Orbital ATK is unable to provide impartial assistance to the government, has an unfair competitive advantage, or has the ability to bias the ground rules.

·You must ensure that all cost or pricing data is accurate, complete and current, charge all costs to the right account, and know and follow all Orbital ATK accounting policies and practices.

·Always consult with an Orbital ATK Legal Advisor before having discussions about employment or consulting opportunities with a current or former government employee.

·Exercise caution before offering “anything of value” to a government official or employee.  “Anything of value” can include gifts, meals, entertainment, business incentives or commissions, travel expenses or any other favor.  Even a small gift or a simple lunch may violate the law.

You must never knowingly charge an incorrect account or shift costs between contracts or projects.  You will be subject to discipline up to and including termination from employment, if you are found to be mischarging costs.  If you knowingly make false charges, you may also be

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guilty of a crime.  You should refer to Orbital ATK’s policies on government accounting and compliance for further information.

Orbital ATK has an affirmative duty to alert the U.S. Government when we have credible evidence of a violation of certain federal laws related to fraud, conflict of interest, bribery, unlawful gratuities, any act that could lead to a claim under the Civil False Claims Act, or overpayments.  You have a duty to notify your Orbital ATK Legal Advisor immediately if you suspect a violation related to any of these laws that could trigger a requirement to make a disclosure to the U.S. Government.  Failing to disclose these types of violations can result in significant fines or suspension or debarment from U.S. Government contracts.  You should refer to Orbital ATK’s policies on government contract mandatory disclosures for further information.

If you are involved in bidding on or providing products or services for a government contract, or providing information on any other aspect of managing or performing government contracts, you are expected to understand and comply with all rules, regulations and Company policies relating to government contracting.  You should contact your Orbital ATK Legal Advisor if you have any questions.

From time to time, various agencies of the U.S. Government, such as the Office of Inspector General of agencies, will conduct audits or investigations to assess Orbital ATK’s compliance with applicable laws or regulations.  You have the right to speak with investigators as well as the right to decline being interviewed.  While we cooperate with such investigations to the extent there is a legal basis for them, such investigations may involve complicated legal issues, and responses should be coordinated with your Orbital ATK Legal Advisor.

All employees are required to cooperate with internal investigations.  During any investigation or corrective action effort, you must:

·Comply with Orbital ATK’s record retention policy

·Never destroy any documents or electronic records, in any form, that you believe might be relevant as evidence in any civil, criminal or regulatory proceeding

·Never lie or mislead and investigator

·Never obstruct the collection of information relating to an investigation

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No Bribery or Corruption

[Orbital ATK does not tolerate bribery or corrupt activities in any aspect of our business]

At Orbital ATK, we may not engage in any form of bribery or kickbacks.  You must never offer, give, solicit or accept any form of bribe or kickback in any aspect of our business, including our commercial transactions as well as our dealings with government officials and employees.  A bribe or kickback involves accepting or providing (directly or indirectly) money, gifts or anything of value to obtain or retain business, direct business to any other person or entity, or secure an improper advantage.  Favorable treatment may appear innocent, but it is illegal when offered in exchange for a bribe or kickback.  You should never offer or accept anything of value if you have the slightest doubt about the transaction.

Many anti-bribery laws like the U.S. Foreign Corrupt Practices Act (FCPA) specifically prohibit bribes to or for the benefit of public officials.  The term “public official” is broadly defined and includes government officials (including but not limited to an officer, employee or consultant of a government or governmental department or agency, officer or employee of a state-owned enterprise or partially state-owned enterprise, political party or official, candidate for political office, officer or employee of a public international organization such as the World Health Organization or World Bank, or the spouse or immediate family member of any of the persons mentioned above).

The FCPA applies to all of our international business.  We must comply with all applicable anti-bribery laws and never offer or accept a payment or gift that may be construed as illegal or improper regardless of local law or custom.

In certain parts of the world, it is common for low-level foreign government employees to ask for small payments to expedite or secure the performance of a routine governmental action, such as to obtain a visa or to schedule an inspection.  Orbital ATK has a clear policy prohibiting such “facilitating payments” without the review and approval of an Orbital ATK Legal Advisor, no matter how common or ordinary the payment may appear.  You should always consult your Orbital ATK Legal Advisor if you have questions or concerns.

Q & A

Q:  A consultant has offered to help me sell a big contract to a foreign ministry of defense.  Her services will cost $50,000 and she has said that some of the funds will go to her contact within the defense ministry.  Any concerns?

A:  Yes.  Paying money to anyone for the purpose of influencing a foreign official violates the Foreign Corrupt Practices Act (FCPA).  Additionally, a foreign country may also have

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anti-bribery laws which could also be violated. Contact your Orbital ATK Legal Advisor for further guidance.

Some laws (including the FCPA) also make it an offense to fail to properly record payments to or for the benefit of public officials.  Under our policies, all payments, benefits or favors we make to anyone, including public officials, must be fully and accurately reflected in our financial statements.

Because a third party acting on behalf of Orbital ATK can expose the Company to liability under the FCPA and other anti-bribery laws, great care must be taken in retaining representatives and other third parties.  You must comply with Orbital ATK’s policies and procedures, including our due diligence processes in the appointment, management and payment of third-party intermediaries, agents and distributors.

It is important to remember that simply offering a bribe or kickback to anyone is enough to violate Orbital ATK policy and the law.  Bribery and kickbacks are very serious crimes and it is important that Orbital ATK does not allow even the appearance of impropriety.  You should consult with your Orbital ATK Legal Advisor or Orbital ATK’s Corporate International Law Group for further information.

No Orbital ATK employee or Orbital ATK representative will suffer any adverse consequences for refusing to pay or take a bribe or kickback, even if it results in the loss of business to Orbital ATK.

Gifts, Hospitality and Entertainment

[We avoid improper gifts, hospitality and entertainment]

Orbital ATK requires the use of good judgment, discretion, and moderation when giving or accepting gifts or hospitality in business settings.  We recognize that gift giving and hospitality practices may vary in different cultures; however, any gifts and hospitality given or received must always be in compliance with the law, not violate the policies of the giver or recipient, and be consistent with local custom and practice.

Employees may not give or receive gifts or hospitality from current or potential vendors, suppliers, customers or other business associates unless all of the following conditions are met:

·Is of a reasonable and nominal value

·Has a legitimate business purpose

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·Does not interfere with the exercise of independent judgment in the best interests of Orbital ATK

·Complies with law

·Is consistent with local custom and practice

·Does not violate the giver’s or receiver’s policies on the matter

Please note that the following gifts are always prohibited:

·Money or cash equivalents

·A bribe, kickback, or anything with corrupt intent or intent to influence

·Using your personal funds to accomplish what is otherwise prohibited by policy

·Gifts or hospitality to public official’s friend or family

·Anything of value that could create the appearance of impropriety or result in embarrassment to you or Orbital ATK

Compliance with Export and Import Controls

[Follow the rules that apply to our international business]

Orbital ATK complies with international trade laws and regulations of the United States and all other countries where Orbital ATK is located or does business, including export control, embargoes/sanctions, and anti-boycott laws.

International trade laws and regulations govern the transfer between countries of goods, services and technology.  These laws and regulations are complex, change frequently and apply to many aspects of our business.  If you support actual or potential business outside of your country, you must be familiar with Orbital ATK’s policies and practices relating to international trade.  Support activity can range from contact with a foreign national at a Company facility during a plant tour or trade show to sending a product formulation to an overseas supplier or submitting a proposal to a foreign government.  Make sure you review and understand the regulatory requirements before engaging in international business.

We also must not cooperate with any restrictive trade practices or boycotts that are prohibited or penalized under U.S. laws and regulations or applicable local law.

Penalties for violations of international trade laws can be severe, including fines, imprisonment or debarment from government contracting.  You should consult with Orbital ATK’s International Trade Operations, Orbital ATK’s International Law Group or your Orbital ATK Legal Advisor if you have any questions.

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Q & A

Q:  I have regular email exchanges with a customer engineer in another country about my project.  Any export control concerns?

A:  Yes.  Your email exchanges may be transmitting technical data to a foreign national that is controlled for export by your country’s laws and may require an authorization prior to transmission.  Depending on the nature of the exchanges and the technical data, you may also be providing a service that may also require an authorization.  Contact Orbital ATK’s International Trade Operations, Orbital ATK’s International Law Group or your Orbital ATK Legal Advisor for guidance.

Environmental Compliance and Stewardship

[Environmental compliance is a high priority]

Compliance with environmental laws and Orbital ATK environmental practices is a high priority at Orbital ATK.  You must immediately notify your supervisor or manager if you believe a violation of the law or Orbital ATK environmental policy has occurred or will potentially occur or if you become aware that a required permit for our operations has not been obtained or is no longer valid.  If you become aware of a spill or a release into the environment, you must notify both your supervisor or manager and the facility environmental department immediately so that the appropriate spill response activities can be initiated.

We also strive to minimize the impact of Orbital ATK’s operations on the environment and to proactively incorporate environmental initiatives into Orbital ATK’s day-to-day operations.  Environmental concerns and requirements should be evaluated and addressed during all phases of facility modifications, acquisitions and divestitures, and facility closures.  If your job involves the handling, transportation or disposal of raw materials, products or wastes, you should ensure that these activities are done in a safe and environmentally responsible manner.

Q & A

Q:  We are planning a small modification to our plant to improve efficiency.  The plant has several environmental permits, but since we are not increasing production, do I have to bother with evaluating the environmental impacts of this change?

A:  Yes.  Even minor changes to our operations, such as those that only optimize our efficiency, should be evaluated against our existing permits and compliance matrix.  You

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should discuss the proposed changes with the facility’s environmental department to ensure that any permitting and compliance concerns are addressed.

How We Use Our Resources and Assets

At Orbital ATK, each of us has a significant responsibility to protect Orbital ATK and customer resources and assets.  These assets should first and foremost be used for business purposes and to advance Orbital ATK’s strategic objectives.

Responsible Use of Orbital ATK and Customer Assets

[Use due care and judgment at all times]

We must exercise care and good judgment in using and protecting Orbital ATK and customer assets responsibly to avoid loss, damage, theft, unauthorized or improper use, and waste and must obtain proper authorization before moving assets.  You may not loan any Orbital ATK property without permission and you must use customer and supplier assets in accordance with their instructions.

Protecting our Technologies

[Be vigilant in protecting our electronic resources and technologies]

Due to the critical nature of products that Orbital ATK produces, each of us must use best practices when it comes to cyber security.  Our intellectual property is very valuable to many outside of Orbital ATK.  It is critical that each of us responsibly uses the Internet and use care in replying to emails or clicking on links included in emails from unknown sources.

Orbital ATK’s Information Security Policies

You must comply with the information security policies that Orbital ATK has put in place to protect our electronic data, such as intellectual property and personally identifiable information.  Orbital ATK has the right to require security controls on all electronic devices used to conduct business on behalf of Orbital ATK.  This includes devices used to interact with Orbital ATK internal networks and business systems, regardless of ownership.  Orbital ATK also has the right to inspect at any time without notice all technology, systems and accounts used to

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conduct company business.  This includes all messages, files, data software or other information stored on these devices or transmitted over any portion of the Orbital ATK network, unless restricted by applicable law.  Orbital ATK retains ownership of all Orbital ATK proprietary information, wherever situated.  No Orbital ATK proprietary information should be retained on person technology and personal accounts should not be used for Orbital ATK business.

Orbital ATK strictly prohibits pornographic, obscene or offensive material of any kind in the workplace or on any technology used for work.  This extends to all material, whether in digital, physical or any other form and applies to Company-issued technology or resources (including personal technology or resources used for Company business).  In addition, obscene or offensive speech or behavior may constitute harassment, which is also prohibited by this Code (see the section on Harassment and Discrimination).

Q & A

Q:  My daughter would like to use my Orbital ATK laptop to watch movies online.  Can I give her my login name and password so she can use my computer?

A:  No.  Your computer is provided to you for your business use.  It is against Orbital ATK’s policies to share your login and password information with anyone.  Downloading movies also violates Orbital ATK policy and potentially violates copyright laws.  You should refer to Orbital ATK’s information security policies for further details.

Insider Threats

Economic espionage is the unlawful targeting or acquisition of sensitive financial, trade or economic policy information, proprietary economic information, or technological information.  An “Insider Threat” or “Insider” is a person who has authorized access to Company information and knowingly or unknowingly commits economic espionage from within an organization.  These threats may involve fraud, theft of protected or commercially valuable information or intellectual property, sabotage of the Company’s enterprise system, or gross negligence of established security practices.

Orbital ATK’s Insider Threat Program is proactive.  If you have knowledge of any possible Insider Threats you should promptly call the Counter Intelligence Office at (571) 403-5264 or Orbital ATK’s Ethics Helpline at 1-800-345-8594 to discuss or report any concerns.

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Disclaimer

This Code may be changed at any time with or without notice.  Adherence to the Code constitutes a condition of employment, but the Code will not alter the at-will nature of any employee’s employment or limit the right of either Orbital ATK or any employee to terminate that employment relationship with or without notice or with or without cause.

Orbital ATK

45101 Warp Drive

Building 1

Dulles, VA 20166

www.orbitalatk.com

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