UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
ý | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the fiscal year ended December 31, 2002 | |
OR | |
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o | Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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Commission file number 1-10582 |
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Alliant Techsystems Inc. 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Alliant Techsystems Inc.
5050 Lincoln Drive
Edina, Minnesota 55436
Required Information
A. Financial Statements: | |
Financial Statements: | |
Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001 | |
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B. Exhibits | |
23. | Independent Auditors’ Consent |
99.1 | Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.2 | Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Signatures
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Alliant Techsystems Inc. 401(k) Plan |
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(Name of Plan) |
| ALLIANT TECHSYSTEMS INC. | |
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Date: June 27, 2003 |
| By: | /s/ ERIC S. RANGEN |
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| Eric S. Rangen |
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| Vice President and Chief Financial Officer |
ALLIANT TECHSYSTEMS INC.
401(k) PLAN
Financial Statements as of and for the
Years Ended December 31, 2002 and 2001
and Independent Auditors’ Report
Alliant Techsystems Inc. 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of the Alliant Techsystems Inc. 401(k) Plan (the Plan) as of December 31, 2002 and 2001 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001 and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/S/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
June 13, 2003
ALLIANT TECHSYSTEMS INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 and 2001
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ASSETS: |
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Participant receivables |
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| $ | 57 |
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Employer contributions receivable |
| $ | 1,284,350 |
| 568,826 |
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Cash held outside Master Trust |
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| 219,102,732 |
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Investments held by Master Trust, at fair value (Notes 1 and 10) |
| 959,375,871 |
| 770,601,385 |
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NET ASSETS AVAILABLE FOR BENEFITS |
| $ | 960,660,221 |
| $ | 990,273,000 |
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See notes to financial statements.
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ALLIANT TECHSYSTEMS INC. 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR |
| $ | 990,273,000 |
| $ | 531,857,480 |
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ADDITIONS: |
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Employee contributions |
| 44,473,993 |
| 21,178,216 |
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Employer contributions |
| 14,276,464 |
| 6,043,743 |
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Interest, net |
| 8,691,965 |
| 1,874,980 |
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Dividends |
| 18,063,817 |
| 7,246,057 |
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Net depreciation in fair value of investments |
| (88,091,204 | ) | (806,994 | ) | ||
Total (deductions) additions |
| (2,584,965 | ) | 35,536,002 |
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TRANSFERS BETWEEN PLANS |
| (566,242 | ) | 75,779 |
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MERGED FROM THIOKOL RETIREMENT SAVINGS AND INVESTMENT PLAN |
| 5,434 |
| 476,207,235 |
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TRANSFER IN FROM BLOUNT 401(k) RETIREMENT SAVINGS PLAN |
| 42,865,416 |
| 1,835,648 |
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TRANSFER IN FROM ALLIANT TECHSYSTEMS INC. FERRULMATIC OPERATIONS EMPLOYEE SAVINGS AND PROFIT SHARING PLAN |
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| 57,735 |
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TRANSFER OUT TO KILGORE FLARES COMPANY LLC 401(k) PLAN |
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| (2,909,180 | ) | ||
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DEDUCTIONS: |
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Distributions to participants |
| 69,074,123 |
| 52,332,562 |
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Trustee and administrative fees |
| 258,299 |
| 55,137 |
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Total deductions |
| 69,332,422 |
| 52,387,699 |
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NET (DEDUCTIONS) ADDITIONS |
| (29,612,779 | ) | 458,415,520 |
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NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR |
| $ | 960,660,221 |
| $ | 990,273,000 |
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See notes to financial statements.
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ALLIANT TECHSYSTEMS INC. 401(k) PLAN
YEARS ENDED DECEMBER 31, 2002 AND 2001
1. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - - The financial statements of the Alliant Techsystems Inc. 401(k) Plan (the Plan) are presented on the accrual basis of accounting.
401(k) Master Trust Agreement - - Alliant Techsystems Inc. (the Company) has established a 401(k) Master Trust (the Trust) to serve as the funding medium for the Plan and certain other employee benefit plans of the Company (the Participating Plans). See Note 2 for a description of the Plan. The Plan’s equity in the net assets and changes in net assets from operations of the Trust are included in the financial statements. At December 31, 2002 and 2001, the Plan’s interest in the net assets of the Trust was approximately 93% and 91%, respectively. Fidelity Trust Management Company is the trustee for the Plan.
Investment Valuation and Income Recognition - Investments are stated at market value, which is generally determined by quoted market prices. Security transactions (purchases and sales of investments) are recorded on the trade date. The realized gain or loss on sales of investments is determined based upon the average cost of investments sold. Dividend income is recorded on the ex-dividend date. Interest and other income are recorded as earned. The trustee charges trustee and administrative fees directly against the individual investment balances. Fees range from 0.1% to 2.2% of the fund balance.
Payment of Benefits – Benefits are recorded when paid.
2. PLAN DESCRIPTION
General Information - - The Plan is a defined contribution, voluntary, tax-deferred savings plan designed to provide supplemental retirement benefits to the Company’s employees not covered under a collective bargaining agreement subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Alliant Techsystems Inc. Pension and Retirement Committee has management and administrative responsibility for the Plan. A summary plan description, which summarizes the provisions of the Plan and is provided to all plan participants, is published.
Participation - Each employee of the Company classified as regular full-time or regular part-time, except a person employed by an excluded business unit or a person employed under a collective bargaining agreement that does not provide for participation in the Plan, automatically becomes a participant on the date of hire by the Company or transfer into the Plan.
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Contributions - The following contributions are made to the Plan:
a. The Company contributes to the Plan an amount on behalf of the participants equal to the percentage of their pay elected by the participants, who designate either pre-tax or after-tax contributions. The maximum pretax contribution percentage is determined by the Alliant Pension and Retirement Committee in accordance with Internal Revenue Service (IRS) guidelines. Contributions, including sponsor stock match contributions, are also limited to the lesser of $40,000 or 100% of the participant’s pay for a plan year. The Plan currently offers thirty-three funds as investments options for participants.
b. Participants who have received a distribution from any other plan qualified under Section 401(a) of the Internal Revenue Code (the Code) or from an individual retirement plan under Sections 402 and 408 of the Code may transfer all or a part of such distribution to their accounts in the Plan.
c. With the exception of participants at Federal Cartridge Company; Estate Cartridge, Inc.; Simmons Outdoor Corporation; and Ammunition Accessories, Inc. (the Sporting Goods Subsidiaries); the Company contributes a matching contribution of $.50 worth of its stock to the stock match account for each $1.00 the participants contribute to their pretax accounts, limited to a maximum of 6% of the participant’s pay. For participants at the Sporting Goods Subsidiaries, the Company contributes $1.00 worth of its stock to the stock match account for each $1.00 the participants contribute to their pretax accounts on the first 3% of the participants pay, then $.50 for each $1.00 contributed on the next 3% of the participants pay.
Participant Accounts - Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Participant Loans - Participants may borrow from their fund account a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Loan Fund. Loan terms range from one to five years, except for the purchase of a primary residence which ranges from one to ten years. The loans are secured by the balance in the participant’s account. Interest rates are calculated quarterly and are based on prime rate plus 1%. Principal and interest are paid ratably through monthly payroll deductions.
Transfers Between Plans - Transfers between plans represent movement of participant accounts between the Participating Plans for participants whose union or nonunion status changed during the year.
Vesting - All participants are 100% vested in their individual accounts attributable to their contributions and to company contributions at all times.
Distributions - On termination of service, a participant may elect to receive a single lump sum distribution or monthly, quarterly, or annual installments payable over a period of up to 240 months. If the participant’s account prior to the time distributions are to begin does not exceed $5,000, the distribution shall be made in a single lump sum.
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3. INVESTMENT IN EXECUTIVE LIFE INSURANCE COMPANY
Related to the formation of the Plan in 1990, certain GICs totaling approximately $8,200,000 with the Executive Life Insurance Company (Executive Life) were not transferable and were recorded as a receivable. On April 11, 1991 the State of California insurance commissioner seized Executive Life and placed it in a court-supervised conservatorship. At December 31, 2001 all expected distributions had been received from the conservator and the remaining receivable, less than 3% of the original contract balance, was written off.
4. MERGERS, TRANSFERS, AND ROLLOVERS
On December 31, 2001, the Thiokol Retirement Savings and Investment Plan was merged with the Plan, transferring assets of approximately $476,207,235 to the Master Trust. Of the $476,207,235 in transferred assets, $219,102,732 was received on January 2, 2002. All active Thiokol employees as of the date of the plan merger will be fully vested in the transferred accounts, effective December 31, 2001. Former Thiokol participants who are rehired within five years of their termination date will be immediately vested upon their rehire by the Company.
On December 7, 2001, loans from former participants in the Blount 401(k) Retirement Savings Plan were transferred into the Plan as rollovers, transferring assets of approximately $1,835,648 to the Master Trust. During February, March, and April of 2002, accounts of former Blount participants totaling $42,865,416 were transferred as rollovers to the Master Trust.
On December 5, 2001, the Alliant Techsystems Inc. Ferrulmatic Operations Employee Savings and Profit Sharing Plan transferred $57,735 in participant accounts to the Plan, relating to those participants still employed by the Company or an affiliate or those participants who cannot be located.
On June 15, 2001, the Plan transferred approximately $2,909,180 of participant account balances as rollovers to the Kilgore Flares Company LLC 401(k) Plan.
5. PARTIES-IN-INTEREST TRANSACTIONS
There were no prohibited parties-in-interest transactions during the years ended December 31, 2002 and 2001.
6. NONPARTICIPANT-DIRECTED INVESTMENTS
The Plan Sponsor contributes 100% of the company match into the Alliant Techsystems Inc. Stock Fund (ATK Stock Fund), an investment option under the Plan. Effective January 1, 2002, participants age 50 or older were allowed to move up to 25% of their investments in their company matching account out of company stock into any other investment options. Effective October 1, 2002, the percentage was increased to 100% for these participants. Effective April 1, 2002, the Plan was also amended to permit participants who have terminated employment from Alliant Techsystems Inc. and all of its affiliates to change investment in their company matching account from company stock to other investment options available under the Plan. For active participants that have not reached 50 years of age, the company match that is contributed to the ATK Stock Fund is nonparticipant-directed. These provisions were amended subsequent to December 31, 2002; see Note 11.
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The changes in net assets available for the Plan's portion of the ATK Stock Fund for the years ended December 31, 2002 and 2001 are as follows:
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NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR |
| $ | 120,841,384 |
| $ | 68,374,068 |
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ADDITIONS: |
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Employee contributions |
| 2,765,122 |
| 932,330 |
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Employer contributions |
| 14,276,464 |
| 6,043,743 |
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Interest, net |
| 131,365 |
| 39,346 |
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Net appreciation in fair value of investments |
| 22,408,808 |
| 50,010,102 |
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Total additions |
| 39,581,759 |
| 57,025,521 |
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TRANSFERS, net |
| 246,073 |
| (488,851 | ) | ||
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EXCHANGES, net |
| 23,772,438 |
| 4,138,987 |
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PARTICIPANT LOANS: |
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Repayments |
| 766,901 |
| 182,211 |
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Distributions |
| (1,708,908 | ) | (488,378 | ) | ||
Total participant loans |
| (942,007 | ) | (306,167 | ) | ||
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DEDUCTIONS: |
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Distributions to participants |
| (8,383,613 | ) | (7,886,700 | ) | ||
Trustee and administrative fees |
| (29,390 | ) | (15,474 | ) | ||
Total deductions |
| (8,413,003 | ) | (7,902,174 | ) | ||
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NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR |
| $ | 175,086,644 |
| $ | 120,841,384 |
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7. FEDERAL INCOME TAX STATUS
The IRS has determined and informed the Company by letter dated December 4, 2002 that the Plan is designed in accordance with Section 401(a) of the Code, and, therefore, the related trust is not subject to tax under current tax law. As a result, no provision for income taxes has been included in the Plan’s financial statements.
Although the Plan has been amended since receiving the determination letter, the plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.
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8. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA.
In the event of termination, the individual participants’ accounts become distributable to the participants or their beneficiaries in accordance with the provisions of the Plan.
9. MARKET RISK
The Plan invests in various securities including U.S. Government securities, corporate debt instruments, and corporate stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits.
10. 401(k) MASTER TRUST AGREEMENT
The following table presents the fair values of investments of the Trust as of December 31:
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Investments at fair value: |
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Short-term investment fund |
| $ | 90,404,610 |
| $ | 54,692,953 |
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Income funds |
| 40,961,483 |
| 19,746,782 |
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Growth and income funds |
| 234,091,426 |
| 299,315,143 |
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Growth funds |
| 179,904,244 |
| 225,311,785 |
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International funds |
| 23,185,469 |
| 16,080,352 |
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Alliant Techsystems Inc. Stock Fund |
| 186,361,330 |
| 130,250,059 |
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Hercules Inc. Stock Fund |
| 1,486,981 |
| 2,792,177 |
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Alcoa Stock Fund |
| 14,862,680 |
| 34,416,254 |
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Blended Interest Fund |
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| 34,222,840 |
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Managed Income Portfolio II, Class 3 |
| 226,390,851 |
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Participant Loan Fund |
| 30,078,400 |
| 27,633,687 |
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| $ | 1,027,727,474 |
| $ | 844,462,032 |
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Alliant Techsystems Inc. 401(k) Plan |
| $ | 959,375,871 |
| $ | 770,601,385 |
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Alliant Techsystems Inc. 401(k) Plan subject to a collective bargaining agreement |
| 68,351,603 |
| 73,860,647 |
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| $ | 1,027,727,474 |
| $ | 844,462,032 |
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Investment income for the Trust is as follows for the years ended December 31:
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Investment income: |
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Net appreciation (depreciation) in fair value of investments: |
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Income funds |
| $ | 1,028,187 |
| $ | (30,499 | ) |
Growth and income funds |
| (52,779,003 | ) | (18,541,805 | ) | ||
Growth funds |
| (53,048,747 | ) | (32,523,174 | ) | ||
International funds |
| (3,332,640 | ) | (3,536,908 | ) | ||
Alliant Techsystems Inc. Stock Fund |
| 24,273,644 |
| 53,747,421 |
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Hercules Inc. Stock Fund |
| (200,389 | ) | (2,855,417 | ) | ||
Alcoa Stock Fund |
| (9,311,179 | ) |
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| (93,370,127 | ) | (3,740,382 | ) | ||
Interest |
| 9,253,164 |
| 2,850,226 |
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Dividends |
| 18,929,980 |
| 8,253,791 |
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| $ | (65,186,983 | ) | $ | 7,363,635 |
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Alliant Techsystems Inc. 401(k) Plan |
| $ | (61,335,422 | ) | $ | 8,314,043 |
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Alliant Techsystems Inc. 401(k) Plan subject to a collective bargaining agreement |
| (3,851,561 | ) | (950,408 | ) | ||
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| $ | (65,186,983 | ) | $ | 7,363,635 | ) |
11. PLAN AMENDMENTS SUBSEQUENT TO DECEMBER 31, 2002
Effective January 1, 2003, the Plan was amended to increase pretax deferrals to 50% of compensation for nonhighly compensated employees and 15% for highly compensated employees, limited to total pretax and after-tax contributions of 50% of compensation for nonhighly compensated employees and 25% for highly compensated employees.
The Plan was amended so that the matching contribution shall be 100% of the first 3% of pre-tax deferral, and 50% of the next 2% of pre-tax deferral, limited to 4% of the participant’s pay, for employees hired on or after January 1, 2003, and effective January 1, 2004 for participants who have less than 15 years of benefit service, including only service with the Company, predecessor employers under the Plan, or employers who transferred assets to the Plan on behalf of employees who were employed by an acquired company on the date of acquisition.
Effective February 1, 2003, the Plan was amended to allow participants who are active employees to move 100% of their investments in their company matching account out of company stock and into any other investment options available under the Plan.
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