11-K 1 form11_k.htm 11-K





 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________

FORM 11-K

 
 
 
__X__
 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
 
 
 
_____
 
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to_________

Commission file number 0-18287

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

DEFERRED SALARY AND PROFIT SHARING PLAN FOR EMPLOYEES OF ORBITAL SCIENCES CORPORATION

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


ORBITAL SCIENCES CORPORATION
45101 Warp Drive
Dulles, Virginia  20166








Report of Independent Registered Public Accounting Firm


To the Participants and Administrator of the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation (the "Plan") at December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.  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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

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

/s/ PricewaterhouseCoopers LLP

McLean, VA
June 25, 2014



DEFERRED SALARY AND PROFIT SHARING PLAN
FOR EMPLOYEES OF
ORBITAL SCIENCES CORPORATION

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


 
 
December 31,
 
 
 
2013
   
2012
 
 
 
   
 
Cash
 
$
820
   
$
36,597
 
Investments, at fair value
   
708,862,126
     
572,239,232
 
Receivables:
               
Notes receivable from participants
   
14,049,397
     
13,006,904
 
Company contributions
   
3,438,261
     
3,601,074
 
Net assets available for benefits, at fair value
   
726,350,604
     
588,883,807
 
Adjustment from fair value to contract value
     for fully benefit-responsive investment contracts
and interest in common collective trust relating to fully benefit-responsive investment contracts
   
(5,388,961
)
   
(10,655,099
)
Net assets available for benefits
 
$
720,961,643
   
$
578,228,708
 


See accompanying notes to financial statements.
1





DEFERRED SALARY AND PROFIT SHARING PLAN
FOR EMPLOYEES OF
ORBITAL SCIENCES CORPORATION

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


 
 
Year Ended
December 31, 2013
 
 
 
 
Investment income:
 
 
Net appreciation in fair value of investments
 
$
95,937,522
 
Dividends
   
27,580,410
 
Net investment income
   
123,517,932
 
 
       
Interest income on notes receivable from participants
   
434,257
 
 
Contributions:
       
Participant
   
31,981,958
 
Company
   
19,919,011
 
Rollover
   
1,048,309
 
   Total contributions
   
52,949,278
 
 
       
Deductions from net assets:
       
Benefits paid to participants
   
33,878,270
 
Administrative expenses
   
290,262
 
          Total deductions
   
34,168,532
 
 
Net increase
   
142,732,935
 
 
       
Net assets available for benefits, beginning of year
   
578,228,708
 
Net assets available for benefits, end of year
 
$
720,961,643
 


See accompanying notes to financial statements.
2




DEFERRED SALARY AND PROFIT SHARING PLAN FOR EMPLOYEES OF
ORBITAL SCIENCES CORPORATION
NOTES TO FINANCIAL STATEMENTS


(1)     Description of Plan

The following description of the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation (the "Plan") provides only general information.  Participants should refer to the Plan document for a more complete description of the Plan's provisions.

General

The Plan is a voluntary defined contribution plan that is intended to constitute a tax-qualified profit sharing plan under Section 401(a) of the Internal Revenue Code (the "Code").  Generally, all U.S. domestic employees of Orbital Sciences Corporation ("Orbital" or the "company") who are scheduled upon hire to work 1,000 hours during a 12-consecutive month period, or are not so scheduled but in fact complete a full year of service as defined by the Plan, are eligible to participate in the Plan.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").  The Plan is administered by the company.  The Plan's trustee is T. Rowe Price Trust Company.  The Plan's record keeper is T. Rowe Price Retirement Plan Services, Inc.

Contributions

Participants may contribute up to 30% of their total eligible compensation on a pre-tax basis, subject to certain annual limitations under the Plan and the Code.  Participants are also permitted to make contributions to the Plan on an after-tax basis up to 20% of total eligible compensation unless compensation falls into the category highly-compensated under the Code.  Highly-compensated participants are permitted to contribute up to 9% of total eligible compensation.

The company matches 100% of the first 5% of compensation that a participant contributes to the Plan each pay period.  The company may also make an annual discretionary profit sharing contribution based on the participant's compensation.  For 2013, the company made a discretionary profit sharing contribution equal to one percent of each eligible employee's compensation, subject to certain limitations.

Participants may invest their contributions and company contributions in any combination of investment alternatives available, including mutual funds, a stable value fund and Orbital common stock.

The Plan also allows participants to make rollover contributions from other tax qualified plans.  Rollover contributions are included in the accompanying financial statements as a component of participant contributions.

Participant Accounts

A separate account is maintained for each participant that tracks activity by investment option and by type of contribution.  Each participant's account is credited with the participant's contributions, transfers, rollovers, company contributions and Plan earnings/losses.  Allocations of company contributions, Plan earnings/losses and administrative expenses are based on participants' contributions, earnings or account balances, as applicable, as defined in the Plan document.  Participants are entitled to a benefit equal to the vested portion of their participant account.
 
 
 
3


 
Vesting

Participants are immediately vested in their contributions and earnings thereon.  The company's contributions, plus earnings thereon, vest equally over a period of three years for employees with less than three years of service.  The company's contributions, plus earnings thereon, vest immediately for employees with three or more years of service.  Company contributions vest immediately upon death or long-term disability.

Forfeitures

Forfeitures by terminated employees of non-vested employer contributions are held in a separate account and are used to offset either future employer contributions or administrative expenses of the Plan.  During the year ended December 31, 2013, forfeitures were used to reduce the company's discretionary profit sharing contribution by $150,000.  The balance of the forfeiture account on December 31, 2013 and 2012 was $310,008 and $184,948, respectively.

Distributions to Participants

Upon termination of service, death, long-term disability, attainment of age 59 1/2 or qualified financial hardship, a participant may elect to receive either a lump-sum amount equal to the vested value of the participant's account or installments over a determined period as defined in the Plan document.  The Plan provides that participants may also withdraw their vested account balances while still in service of the company in certain circumstances.  Distributions are made in cash or, if a participant elects, in the form of company common shares to the extent the participant's account is invested in company common shares.

Voting Rights

Each participant is entitled to exercise voting rights attributable to the shares of Orbital common stock allocated to his or her account.

Termination of Plan

Although it has not expressed any intention to do so, the company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  If the Plan was terminated, participants would immediately become 100% vested in their accounts.

Participant Loans

Participants may borrow up to the lesser of 50% of their vested account balance or $50,000 reduced by their highest outstanding loan balance in the past 12 months.  Loan terms generally may not exceed five years.  Loans for the purchase of a primary residence may not exceed ten years.  Loans accrue interest at a rate commensurate with prevailing rates as determined by the Plan.  As of December 31, 2013, interest rates on outstanding loans ranged from 3.25% to 8.25%.

4




(2)     Significant Accounting Policies and Basis of Presentation

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

As described in Accounting Standards Codification ("ASC") 946, "Financial Services – Investment Companies," investment contracts, including synthetic guaranteed investment contracts held by a defined contribution plan, are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the basis for purchase or sale transactions.  The Plan invests in such investment contracts, as well as investment contracts through a collective trust as described more fully below.  The statements of net assets available for benefits present the fair value of the investment contracts and the fair value of the investment in the collective trust as well as the related adjustment of the investment contracts and the investment in the collective trust from fair value to contract value.  The statement of changes in net assets available for benefits is prepared on a contract value basis.

Investment Valuation and Income Recognition

The Plan's investments are stated at fair value.  The Plan's Pension and Retirement Committee determines the Plan's valuation policies utilizing information provided by the trustee.  Shares of mutual funds are valued at their stated net asset value per share held by the Plan at year-end.  Orbital common shares are valued at the year-end closing market price.  The fair value of the Plan's Stable Value Fund for Orbital is based on the market value of the individual underlying assets, which consist primarily of interest in common collective trust funds that are valued based on information reported by the trustee using audited financial statements of the common collective trust funds at year-end; as well as the synthetic investment contract whose wrapper contract fair value is calculated based on a marginal replacement cost methodology.

Purchases and sales of securities are recorded on the trade date.  Dividend income is recorded on the ex-dividend date.  The statement of changes in net assets available for benefits includes the net appreciation or depreciation in the fair value of its investments, which consists of realized gains or losses, and the unrealized appreciation and depreciation on those investments.

Notes Receivable from Participants

Notes receivable from participants represent participant loans and are valued at their unpaid principal balance plus any accrued but unpaid interest.

Benefit Payments

Benefits are recorded when paid.

Administrative Expenses

The Plan document provides that administrative expenses may be paid by either the Plan or the company.  For the year ended December 31, 2013, certain administrative services and Plan management services were provided by the company at no cost to the Plan.  Direct transaction expenses are paid by the Plan and are either netted against investment income or recorded as a deduction from net assets.
 
 
 
5


 
Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities.  Such estimates include those regarding fair value.  Actual results may differ from those estimates.

(3)      Investment Contracts

The Plan's Stable Value Fund for Orbital is comprised of an investment in the T. Rowe Price Stable Value Common Trust Fund, which is a common collective trust that invests primarily in fixed-income securities designed to provide principal stability and a competitive yield with a duration range from one to five years.  The Plan's Stable Value Fund for Orbital also consists of an investment in a fully benefit-responsive investment contract (synthetic GIC).  A synthetic GIC is a guaranteed investment contract with a wrapper contract and an underlying investment or investments, usually a portfolio of high-quality intermediate term fixed income securities owned by the Plan.  The underlying investments associated with the Plan's synthetic GIC are comprised of an interest in the T. Rowe Price Managed Bond Common Trust Fund, which is a common collective trust.  The fair value of the wrapper contracts, independent of their underlying investments, were $97,049 and $93,221 at December 31, 2013 and 2012, respectively.

The synthetic GIC provides an interest crediting rate that resets quarterly and the issuer of the contracts provides assurance that future adjustments to the crediting rate will not result in a crediting rate less than zero.  Investment gains and losses are amortized through the calculation of the crediting rate.  The crediting rate is primarily based on the current yield-to-maturity of the covered investments, plus or minus amortization of investment gains and losses.

As described in Note 2, because the Stable Value Fund for Orbital is comprised of fully benefit-responsive investment products, contract value is the relevant measurement attribute for that portion of the net assets available for benefits.  Contract value represents contributions made under the contracts, plus earnings, less participant withdrawals and administrative expenses.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.  The average yield in 2013 for the synthetic GIC contract was 2.93% based on the interest rate credited to participants and 3.40% based on actual earnings.

Certain events could limit the ability of the Plan to transact at contract value, related to the synthetic GIC, with the financial institution issuer.  Specifically, any event outside the normal operation of the Plan which causes a withdrawal from an investment contract may result in a negative market value adjustment with respect to such withdrawal.  Examples of such events include, but are not limited to, partial or complete legal termination of the Plan, tax disqualification, certain Plan amendments if issuers' consent is not obtained, improper communications to participants, group terminations, group layoffs, mergers or divestitures.  The Plan Administrator does not believe that the occurrence of any such events is probable.

In addition, the issuer of the Plan's synthetic GIC has certain rights to terminate its contract and settle at an amount which differs from contract value.  For example, events which could cause such a termination include (i) certain breaches by the Plan or the investment manager of obligations or representations under the terms of the investment contract and (ii) performance under the contract that would constitute a prohibited transaction under ERISA or other applicable law.
 
 
6


 
(4)      Federal Income Taxes

The Internal Revenue Service ("IRS") has determined and informed the company by letter dated July 19, 2012 that the Plan and its underlying trust qualify under the applicable provisions of the Internal Revenue Code and, therefore, are exempt from Federal income tax.  Although the determination letter does not include all Plan amendments, the company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code, and believes that the Plan remains tax-exempt.  Therefore, no provision for income taxes has been included in the Plan's financial statements.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.  The Plan administrator has analyzed the tax positions by the Plan, and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.  The Plan Administrator believes the Plan is no longer subject to income tax examinations for years prior to 2010.

(5)     Investments

The following investments, at fair value, represent 5% or more of the Plan's net assets:

 
December 31,
 
 
2013
   
2012
 
Stable Value Fund for Orbital:
       
** T. Rowe Price Stable Value Common Trust Fund
 
$
87,926,074
   
$
87,278,329
 
   ** T. Rowe Price Managed Bond Common Trust Fund
   
43,968,632
     
45,018,686
 
        Insurance Wrapper Contract
   
97,049
     
93,221
 
            Total Stable Value Fund for Orbital
   
131,991,755
     
132,390,236
 
Orbital Sciences Corporation Common Stock
   
41,434,798
     
*
 
PIMCO Total Return Fund
   
*
     
36,126,864
 
T. Rowe Price Equity Income Fund
   
41,047,131
     
32,355,491
 
American Europacific Growth R5 Fund
   
37,891,034
     
31,272,496
 
 
*   Less than 5% of Plan assets
** The contract value of the Stable Value Fund for Orbital was $126,602,794 and $121,735,137 at December 31, 2013 and 2012, respectively
 
7

 

During 2013, the Plan's investments at fair value (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

Mutual funds
 
$
77,731,351
 
Orbital Sciences Corporation common stock
   
18,206,171
 
    Net appreciation
 
$
95,937,522
 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) regardless of whether an observable liquid market price exists.  A description of the three level fair value hierarchy that categorizes the inputs to valuation techniques that are used to measure fair value are as follows:

·
Level 1 includes observable inputs which reflect quoted prices for identical assets or liabilities in active markets at the measurement date.

·
Level 2 includes observable inputs for assets or liabilities other than quoted prices included in Level 1 and it includes valuation techniques which use prices for similar assets and liabilities.

·
Level 3 includes unobservable inputs which reflect the reporting entity's estimates of the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.

The asset's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.

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

The T. Rowe Price Managed Bond Common Trust Fund and the T. Rowe Price Stable Value Common Trust Fund are common collective trust funds that are invested principally in a diversified portfolio of marketable short- to long-term investment grade fixed income securities including corporate bonds, U.S. and international mortgage-backed securities, and U.S. and foreign Government debt securities.  The T. Rowe Price Managed Bond Common Trust Fund and the T. Rowe Price Stable Value Common Trust Fund are valued at least quarterly on a net asset value per unit basis as determined by T. Rowe Price.  The net asset value is used as a practical expedient to estimate fair value.  The net asset value is based on the fair value of the underlying investments held by the fund less its liabilities.  This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value.  Withdrawals are subject to an advance notification period for redemptions; however, the current policy is to allow a one day redemption notice period for participant withdrawals and a 30-day redemption notice period for Plan withdrawals.  There are no unfunded commitments.
 
 
8

 
 
The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2013 and 2012:

 
December 31, 2013
 
Identity of Issue
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Mutual funds:
               
    Domestic stock funds
 
$
264,172,957
   
$
-
   
$
-
   
$
264,172,957
 
    Balanced funds
   
177,708,546
     
-
     
-
     
177,708,546
 
    Foreign stock funds
   
60,019,905
     
-
     
-
     
60,019,905
 
    Fixed income funds
   
33,351,507
     
-
     
-
     
33,351,507
 
        Total mutual funds
   
535,252,915
     
-
     
-
     
535,252,915
 
Orbital Sciences Corporation common stock
   
41,434,798
     
-
     
-
     
41,434,798
 
Money market fund
   
182,658
     
-
     
-
     
182,658
 
Common collective trust fund
   
-
     
87,926,074
     
-
     
87,926,074
 
Synthetic guaranteed investment contract:
                               
    Common collective trust fund
   
-
     
43,968,632
     
-
     
43,968,632
 
    Insurance wrapper contract
   
-
     
-
     
97,049
     
97,049
 
Total
 
$
576,870,371
   
$
131,894,706
   
$
97,049
   
$
708,862,126
 


 
December 31, 2012
 
Identity of Issue
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Mutual funds:
               
    Domestic stock funds
 
$
196,309,846
   
$
-
   
$
-
   
$
196,309,846
 
    Balanced funds
   
130,090,711
     
-
     
-
     
130,090,711
 
    Foreign stock funds
   
49,181,875
     
-
     
-
     
49,181,875
 
    Fixed income funds
   
36,126,864
     
-
     
-
     
36,126,864
 
        Total mutual funds
   
411,709,296
     
-
     
-
     
411,709,296
 
Orbital Sciences Corporation common stock
   
28,024,739
     
-
     
-
     
28,024,739
 
Money market fund
   
114,961
     
-
     
-
     
114,961
 
Common collective trust fund
   
-
     
87,278,329
     
-
     
87,278,329
 
Synthetic guaranteed investment contract:
                               
    Common collective trust fund
   
-
     
45,018,686
     
-
     
45,018,686
 
    Insurance wrapper contract
   
-
     
-
     
93,221
     
93,221
 
Total
 
$
439,848,996
   
$
132,297,015
   
$
93,221
   
$
572,239,232
 

 
 
 
9


 

For the investment measured at fair value using unobservable inputs (Level 3), a reconciliation of the beginning and ending balances is as follows:

 
Insurance Wrapper Contract
 
Balance at January 1, 2013
 
$
93,221
 
Unrealized appreciation
   
3,828
 
Balance at December 31, 2013
 
$
97,049
 

Unrealized gains from the insurance wrapper contract are not included in the statement of changes in net assets available for benefits as the insurance wrapper contract is recorded at contract value for purposes of net assets available for benefits.

The fair value of the insurance wrapper contract is measured based on a marginal replacement cost methodology which includes: (i) a discount rate of 2.67%; (ii) a time duration of 5.18 years; and (iii) an incremental replacement cost premium of 0.05%.

Risks and Uncertainties

The Plan provides for various investment options.  Investment securities are exposed to various risks, such as interest, market and credit risk.  Market values of investments may decline for a number of reasons, including changes in prevailing market and interest rates, increases in defaults and credit rating downgrades.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statement of net assets available for benefits.

(6)     Reconciliation to Form 5500

As of December 31, 2013 and 2012, net assets available for benefits per the accompanying financial statements reconcile to Form 5500 as follows:

 
2013
   
2012
 
Net assets available for benefits, per financial statements
 
$
720,961,643
   
$
578,228,708
 
Adjustment from contract value to fair value for fully benefit-responsive investment
   
5,388,961
     
10,655,099
 
Net assets available for benefits, at fair value, per Form 5500
 
$
726,350,604
   
$
588,883,807
 


 


10


 

For the year ended December 31, 2013, the change in net assets available for benefits per the accompanying financial statements reconciles to Form 5500 as follows:

Change in net assets available for benefits, per financial statements
 
$
142,732,935
 
Adjustment from contract value to fair value for fully benefit-responsive investment
   
(5,266,138
)
Change in net assets available for benefits, per Form 5500
 
$
137,466,797
 

(7)     Related Party Transactions

Certain Plan investments include funds managed by the Plan trustee as well as Orbital common stock.  As a result, transactions in these investments are party-in-interest transactions, which are exempt from the prohibited transaction rules.  Purchases of $2,645,331 and sales of $7,443,467 of Orbital common stock were made during 2013.  The market value of Orbital common stock held by the Plan at December 31, 2013 and 2012 was $41,434,798 (1,778,317 shares) and $28,024,739 (2,035,203 shares), respectively.  Administrative fees of $67,709 were charged by the trustee in 2013 primarily relating to participant loans. These fees are paid by the affected participants.

(8)      Subsequent Events

Management has evaluated the events and transactions that have occurred through the date the financial statements were issued and noted no items requiring adjustment or disclosure in the financial statements.
11





ADDITIONAL INFORMATION
 SCHEDULE H, line 4i

DEFERRED SALARY AND PROFIT SHARING PLAN
FOR EMPLOYEES OF ORBITAL SCIENCES CORPORATION
Schedule of Assets (Held at End of Year)
December 31, 2013

 
Identity of Issue
 
Asset Description
 
Cost**
 
 
Current Value
 
Stable Value Fund for Orbital:
 
 
 
 
        T. Rowe Price Stable Value Common Trust Fund*
Common Collective Trust
 
 
$
87,926,074
 
Synthetic Guaranteed Investment Contracts:
 
 
       
        T. Rowe Price Managed Bond Common Trust Fund*
Common Collective Trust
 
   
43,968,632
 
        Insurance Wrapper Contract
Insurance Contract Wrapper
 
   
97,049
 
           Total Stable Value Fund for Orbital
 
 
   
131,991,755
 
 
 
 
       
Davis New York Venture A Fund
Mutual Fund
 
   
24,291,205
 
Dodge and Cox International Fund
Mutual Fund
 
   
22,128,871
 
Vanguard Institutional Index
Mutual Fund
 
   
30,010,103
 
Morgan Stanley Institutional Mid-Cap Growth Portfolio, Advisor
Mutual Fund
 
   
27,093,259
 
Vanguard Extended Market Index Signal
Mutual Fund
 
   
16,584,925
 
T. Rowe Price Retirement Income Fund *
Mutual Fund
 
   
2,362,276
 
Buffalo Small Cap Fund
Mutual Fund
 
   
29,345,572
 
Goldman Sachs Mid-Cap Value Fund
Mutual Fund
 
   
26,530,070
 
Wells Fargo Advantage Small Cap Value Fund
Mutual Fund
 
   
22,650,024
 
PIMCO Total Return Fund
Mutual Fund
 
   
33,351,507
 
T. Rowe Price Real Estate Fund *
Mutual Fund
 
   
12,809,849
 
T. Rowe Price Balanced Fund *
Mutual Fund
 
   
34,462,478
 
T. Rowe Price Equity Income Fund *
Mutual Fund
 
   
41,047,131
 
Harbor Capital Appreciation Fund
Mutual Fund
 
   
33,810,819
 
American Europacific Growth R5 Fund
Mutual Fund
 
   
37,891,034
 
T. Rowe Price Retirement 2005 Fund *
Mutual Fund
 
   
512,657
 
T. Rowe Price Retirement 2010 Fund *
Mutual Fund
 
   
3,277,192
 
T. Rowe Price Retirement 2015 Fund *
Mutual Fund
 
   
9,060,069
 
T. Rowe Price Retirement 2020 Fund *
Mutual Fund
 
   
27,134,947
 
T. Rowe Price Retirement 2025 Fund *
Mutual Fund
 
   
19,642,745
 
T. Rowe Price Retirement 2030 Fund *
Mutual Fund
 
   
26,203,521
 
T. Rowe Price Retirement 2035 Fund *
Mutual Fund
 
   
14,043,008
 
T. Rowe Price Retirement 2040 Fund *
Mutual Fund
 
   
16,884,708
 
T. Rowe Price Retirement 2045 Fund *
Mutual Fund
 
   
12,352,481
 
T. Rowe Price Retirement 2050 Fund *
Mutual Fund
 
   
9,053,117
 
T. Rowe Price Retirement 2055 Fund *
Mutual Fund
 
   
2,719,347
 
Orbital Sciences Corporation *
Common Stock
 
   
41,434,798
 
Summit Cash Reserves Fund
Money Market Fund
 
   
182,658
 
Total Investments, at Fair Value
 
 
   
708,862,126
 
 
 
 
       
Notes Receivable from Participants *
Participant Loans, 3.25% to 8.25%, 
maturity January 2014 to December 2029
 
   
14,049,397
 
 
 
 
       
Total Assets Held for Investment
 
  
 
$
722,911,523
 
 
 
 
       
*     Denotes a party-in-interest
**   Cost data have been omitted for the assets listed in the above table as the assets were all participant directed
12




SIGNATURE


Pursuant to the requirement of the Securities Exchange Act of 1934, Orbital Sciences Corporation, the administrator of the employee benefit plan covered by this Report on Form 11-K, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

ORBITAL SCIENCES CORPORATION, Plan Administrator for the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation.


Dated:  June 25, 2014                 By:  /s/ Hollis M. Thompson               
                                                     Hollis M. Thompson
                                                     Senior Vice President and Controller



















13




EXHIBIT INDEX


Exhibit 23     Consent of PricewaterhouseCoopers LLP (transmitted herewith)



































14