DSHW-2009-013059 - 0901a0688013fa9b

THIOKOL CORPORATION
2475 WASHINGTON BOULEVARD
OGDEN, UTAH 84401-2398
801-629-2270
THtaKOL
SPACE'DEFENSE'FASTENING SYSTEMS
CERTIFIED MAIL - RETURN RECEIPT REOUESTED
October 4, 1995
1010-FY96-062
OCT 6 )995
Mr. E)ennis R. Downs
Executive Secretary
Solid and Hazardous Waste Control Board
Utah Department of Environmental Quality
State of Utah
Salt Lake City, UT 84114-4880
Attention: Brad Maulding
Dear Mr. Downs:
Subiect: RCRA Financial Responsibilitv Submittal
Thiokol. EPA #UTD009081357
Enclosed is our RCRA financial documentation consisting of a letter from our Chief
Financial Officer, Richard L. Gorbin, plus associated supporting documents which we are
filing for our fiscal year ending 30 June 1995.
If there should be any questions on this information, please contact me at [phone].
Sincerely,
Kenneth G. Ford, P.E.
Corporate Manager
Environmental Affairs
Enclosure: Letter from Chief Financial Officer, Annual Report, Form lOK Report,
Ernst & Young Letter
cc: J. D. Thompson
DLV/N. Utah
THMOKOL THIOKOL CORPORATION
2475 WASHINGTON BOULEVARD
OGDEN, UTAH 84401-2398 SPACE • DEFENSE • FASTENING SYSTEMS
801-629-2051 FAX: [phone]
RICHARD L. CORBIN
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
28 September 1995
Mr. Dennis R. Downs
Executive Secretary
Solid and Hazardous Waste Committee
Utah Department of Health
P.O. Box 16690
Salt Lake City, Utah 84114-4880
Dear Mr. Downs:
I am the chief financial officer of Thiokol Corporation, 2475 Washington Boulevard,
Ogden, Utah 84401. This letter is in support of the use of the financial test to
demonstrate financial responsibility for liability coverage and closure and post-closure
care as specified in 26-14 Utah Code Annotated.
The firm identified above is the owner or operator of the following facilities for which
liability coverage for both sudden and nonsudden accidental occurrences is being
demonstrated through the financial test specified in 26-14 Utah Code Annotated:
Thiokol Corporation
Utah-Based Operations
P.O. Box 689
Brigham City, UT 84302-0689
UTD009081357
The firm identified above guarantees through the guarantee specified in 26-14 Utah Code
Annotated liability coverage for both sudden and nonsudden accidental occurrences at the
following facilities owned or operated by the following subsidiaries of the firm: None.
1. The firm identified above owns or operates the following facilities for which
financial assurance for closure or post-closure care or liability coverage is
demonstrated through the financial test specified in 26-14 Utah Code Annotated.
The current closure and/or post-closure cost estimate covered by the test and
shown for each facility:
Mr. Dennis R. Downs
28 September 1995
Page 2
COST-ESTIMATES
Closure Post-Closure Care
Rockaway Borough $8,000,000 Combined
Superfund Site
Morris County, NJ
2. The firm identified above guarantees, through the guarantee specified in 26-14
Utah Code Annotated, the closure and post-closure care of liability coverage of
the following facilities owned or operated by its subsidiaries. The current cost
estimates for the closure or post-closure care so guaranteed are shown for each
facility: None.
3. In States where EPA is not administering the financial requirements of Subpart H
of 40 CFR Parts 264 and 265, this firm is demonstrating financial assurance for
the closiue or post-closiuie care of the following facilities through the use of a test
specified in Subpart H of 40 CFR Parts 264 and 265. The current closure or post-
closure cost estimates covered by such a test are shown for each facility:
COST-ESTIMATES
Closure Post-Closure Care
Thiokol Corporation $4,754,396 $2,788,482
Utah-Based Operations
P.O. Box 689
Brigham City, UT 84302-0689
UTD009081357
4. The firm identified above owns or operates the following hazardous waste
management facilities for which financial assurance for closure or, if a disposal
facility, post-closure care, is not demonstrated either to EPA or a State through the
financial test or any other financial assurance mechanism specified in Subpart H
or 40 CFR Parts 264 and 265 or equivalent or substantially equivalent State
mechanisms. The current closure and/or |x>st-closure cost estimates not covered
by such financial assurance are shown for each facility: None.
Mr. Dennis R. Downs
28 September 1995
Page 3
5. This firm is the owner or operator of the following UIC facilities for which
fmancial assurance for plugging and abandonment is required under 40 CFR Part
144. The current closure cost estimates as required by 40 CFR 144.62 are shown
for each facility: None.
This firm is required to file a Form lOK with the Securities and Exchange Commission
(SEC) for the latest fiscal year.
The fiscal year of this firm ends on June 30. The figures for the following items marked
with an asterisk are derived from this firm's independendy audited year-end financial
statements for the latest completed fiscal year, ended June 30, 1995.
ALTERNATIVE I
1. Sum of current closure and post-closure cost estimates (total of all cost estimates
listed above) $ 15.600.000
2. Amount of annual aggregate liability coverage to be
demonstrated $ 8.000.000
3. Sum of lines 1 and 2 $ 23.600.000
*4. Total liabilities (if any portion of your closme or post closure cost estimates is
included in your total liabilities, you may deduct that portion from this line and add
that amount to lines 5 & 6) $396.600.000
*5. Tangible net worth $366.300.000
*6. Net worth $414.100.000
*7. Current assets $420.400.000
*8. Cument liabilities $202.700.000
9. Net working capital Oine 7 minus line 8) $217.700.000
•10. The sum of net income plus depreciation, depletion, and amortization
$ 87.500.000
Mr. Dennis R. Downs
28 September 1995
Page 4
•11. Total assets in U. S. (required only if less than 90% of assets are located in the
U.S.) N/A
YES NO
12. Is line 5 at least $10 Million? JL
13. Is line 5 at least 6 times line 3? X
14. Is line 9 at least 6 times line 3? _X_
*15. Are at least 90% of assets located in the
U.S.? If not, complete line 16 _X^
16. Is line 11 at least 6 times line 3? N/A
17. Is line 4 divided by line 6 less than 2? _2C_
18. Is line 10 divided by line 4 greater than 0.1? _X^
19. Is line 7 divided by line 8 greater tiian 1.5? _X^
I hereby certify that the wording of this letter is identical to the wording specified in 26-
14 Utah Code Annotated as such regulations were constituted on the date shown
immediately below.
Richard L. Corbin
Senior Vice President &
Chief Financial Officer
Date: October 4, 1995
=!1 ERNST &YOUNG LLP Suite 1400 • Phone: [phone]
50 South Main Fax: [phone]
Sail Lake Cily, Utah 84144
Report of Emst & Young LLP, Independent Auditors
Mr. Richard L. Corbin
Senior Vice President and
Chief Financial Officer
Thiokol Corporation
We have audited, in accordance with generally accepted auditing standards, the consolidated
fmancial statements of Thiokol Corporation for die year ended June 30,1995, and have issued our
report thereon dated July 31, 1995.
As requested, we have compared the financial data listed under Altemative I for items 4, 5, 6, 7, 8,
10, 11 and 15, as set forth in your letter dated September 29, 1995 to the Solid and Hazardous
Waste Committee of the Utah Department of Health, to corresponding data included in or derived
from such audited consolidated financial statements, and have found such data to be in agreement.
We have performed no audit of, or any auditing procedures with respect to, any consolidated
fmancial statements of Thiokol Corporation since the date of our report referred to above.
This letter has been prepared solely to assist you in complying with the applicable requirements of
26-14 Utah Code Annotated and is not to be used for any other purpose.
September 29, 1995
y^i
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
For the fiscal year ended June 30,1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
Commission file number 1-6179
THIOKOL CORPORATION
Incorporated in the State of Delaware IRS Employer Identification
No. 36-2678716
Principal Executive Offices
2475 Washington Boulevard, Ogden, Utah 84401
Telephone Number: [phone]
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
Common Stock, par value on Which Registered
$1.00 per share New York Stock Exchange
Common Stock Purchase Rights Chicago Stock Exchange
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form
10-K. _
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes _X. No
Aggregate market value of Registrant's voting stock held by non-affiliates, based upon the closing
price of said stock on the New York Stock Exchange-Composite Transaction Listing on August 31, 1995,
($34,875 per share): $634,743,135.
Number of shares of Common Stock outstanding as of August 31,1995: 18,274,495.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Stockholders for the fiscal year ended June 30, 1995: Parts I, II, and IV.
2. Portions of definitive Proxy Statement dated September 22, 1995: Parts III and IV.
PARTI
ITEM1. BUSINESS
Thiokol Corporation (the "Company") manufactures solid rocket propulsion systems
and related products, ordnance, flares, gas generators, actuators, and provides services
for the aerospace and defense markets and specialty fastening systems for aerospace and
industrial applications. Founded in 1930, Thiokol Corporation and Its successor, Thiokol
Chemical Corporation (old Thiokol), operated in various corporate forms until merged in
1982 with Morton-Nonwich Products, Inc., and operated thereafter as a division of Morton
Thiokol, Inc. After the 1989 spin-off of the specialty chemicals, salt and automotive-
restraint businesses to a newly-formed publicly-traded company, Morton International, Inc.,
the Company's aerospace and defense business operated independently as Thiokol
Corporation. In 1991, the Company acquired the aerospace and industrial fastener
business of Huck Manufacturing Company. The Company operates this fastening systems
segment of the business as a wholly-owned subsidiary, Huck International, Inc. Huck
acquired the threaded lock bolts, locknuts and related product line assets of the Deutsch
Manufacturing Company in 1994; and the assets of Automatic Fastener Company,
manufacturer of blind fasteners for automotive and industrial applications, in January of
1995. During fiscal year 1995, the Company established the Defense and Launch
Vehicles Division reflecting the consolidation of certain of its defense and solid propulsion
product lines.
Business Segments
The Company operates in three business segments: (i) Space; (ii) Defense; and (iii)
Fastening Systems. This business segmentation reflects the Company's reorganization
of its business units during fiscal year 1995.
Space Systems. The space systems segment consists of solid rocket propulsion
systems and related products, research and development, and launch support services for
the National Aeronautics and Space Administration (NASA), and commercial space
applications. Such systems include the Reusable Solid Rocket Motor (RSRM) used for
NASA's Space Shuttle. The current Buy III Space Shuttle contract awarded to the
Company in 1991 to build 142 solid rocket motor boosters for the NASA Space Shuttle
program has $1.6 billion remaining through its projected completion date in fiscal year
2000. The delivery rate and the Company's contract accrual rate for financial statement
purposes is subject to continuing NASA's funding, NASA's Shuttle flight scheduling and
program performance. The Company has been notified that NASA's production schedule
is being reduced from eight to seven flight sets per year. The NASA contract is subject to
termination for convenience by the federal government with the Company retaining such
rights of recovery for costs and expenses provided by the government procurement laws
and regulations, and contract terms and conditions. NASA has announced plans to
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restructure and reorganize the Shuttle program to include a single prime contractor or
prime contractor group to manage many program functions now managed by NASA. Such
restructuring will occur over a transition period of several years. The Company anticipates
continuing participation in the Shuttle program. The Company's position as a contractor
to NASA is expected over time, most probably with completion of the Buy III contract, to
shift to the role of a subcontractor to the prime contractor. The Company's service contract
at the Kennedy Space Center in Florida includes stacking of RSRM motors, mating them
to the external fuel tank and orbiter, prelaunch testing and recovery of the RSRM's. An
option until October 1995 to renew this service contract has not been exercised by the
prime contractor, Lockheed/Martin Aeronautics, thereby effectively reducing the
Company's long-term participation in the Shuttle's RSRM solid rocket motor launch
oversight, launch, and recovery activities at the Kennedy Space Center. During fiscal year
1995, the Company received notification from NASA of the termination of the Company's
contract to manage and convert NASA's Yellow Creek, Mississippi facility for the
production of nozzles used in the Shuttle's RSRM solid rocket motors, which eliminates the
relocation requirements from the Company's facilities in Northern Utah. The Company
expects to recover all costs, expenses and investments made or incurred in connection
with the performance of the Yellow Creek contract.
The Company's family of Castor motors is used in the first and second stages of a
number of expendable launch vehicles and as strap-on boosters for medium and heavy
lift vehicles for space, defense, and commercial applications.
The Company's CASTOR 120® motor has been designed as a low-cost 120,000
pound class motor for the small launch vehicle market. This motor is designed for first and
second stage propulsion and for strap-on booster applications. The CASTOR 120 motor
has been selected as the propulsion system for the Lockheed Launch Vehicle, the Orbital
Science Taurus® launch vehicle and the McDonnell Douglas Med-Lite launch vehicles.
The application of the CASTOR. 120 motor includes launch vehicles for placement of
communications, mapping and scientific satellites into earth orbit. The Company is
currently under contract to provide four Castor motors to Lockheed/Martin Aeronautics for
its LLV family of launch vehicles and one motor to Orbital Science. Although the first
demonstration launch vehicle utilizing the CASTOR 120 motor failed to properly place the
satellite payload in orbit, the Company anticipates technical problems associated with the
launch vehicle will be resolved and there will be minimal delay in the future launch
schedule of the Lockheed Launch Vehicle system. The motor loss is covered by
insurance.
The CASTOR IVA motor is designed with 110,000 pounds of thrust for use as strap-
on boosters. The Company is currently under contract for the production and delivery of
24 CASTOR IVA motors to Lockheed/Martin Aeronautics for the Atlas MAS program. The
Company CASTOR IVB motors equipped with thrust vector control deliver 100,000 pounds
of thrust and have been selected to support the Target Critical Measurement Program.
With the restructuring of the Company's Defense and Launch Vehicles Division, the
Huntsville, Alabama facility will be closed and its CASTOR IVA's and CASTOR IVB motor
production transferred to the Company's Promontory, Utah, facility.
The Company's family of STAR™ motors manufactured at its Elkton, Maryland,
facilities provide upper stage propulsion systems for a number of launch vehicle systems.
The STAR motors also provide satellite positioning for space, defense, and commercial
applications. The Company has successfully tested movable nozzle technology for STAR
motor applications. During fiscal year 1995, the Company's STAR motors successfully
completed 12 missions including the European Ariane-IV, the Japanese H-2, Chinese Long
March, and the Delta II and Titan IV.
Defense Systems. The Defense Systems segment of the Company's business
consists of design, manufacturing and related services and sale of propulsion systems, gas
generators and ordnance to the federal government and for qualifying foreign military
sales.
For strategic and tactical markets, the Company produces or is othen/vise a qualified
producer on a number of propulsion-related programs and products. Major strategic
programs include a joint venture arrangement with Aliiant Technologies, Inc., which was
restructured and consolidated during 1995 to produce the first, second and third stages of
United States Navy submarine launched. Trident II missile systems. The Company has
an Air Force contract to monitor the service life of the Minuteman III, Stage I and Stage III
motors and a development contract for the Minuteman propulsion replacement program
Including the development and qualification of new materials, propellants and
refurbishment of components for the Minuteman Stage I.
The Company is a qualified manufacturer of tactical propulsion systems and related
products forthe Aegis, Standard, HARM, Patriot, Sea Gnat, Harpoon, Hellfire, Sidewinder,
and Maverick fixed price programs. The Company has also been awarded a contract for
the development of insensitive munition technology for the Mark 104 Standard Missile.
The Standard, HARM, Patriot, Sidewinder and Hellfire programs are scheduled for
substantial completion of motor production during fiscal year 1996. Continuing declines
in the level of Department of Defense spending on strategic and tactical programs and
production over capacity within the industry and the Company's defense systems product
lines resulted in the Company's reorganizing and consolidating operations forming the
Defense and Launch Vehicles Division. The accounting for this restructuring for financial
statement purposes is described in Note A and Note B of the Company's consolidated
financial statements. The Company is consolidating certain of its tactical motor
manufacturing operations from the Huntsville, Alabama, facility to the Company's facilities
in Northern Utah and Elkton, Maryland, which should be completed during fiscal year 1996.
Other tactical programs not othenwise transferred will not be renewed as they are
completed in anticipation of the closure of the Huntsville facility. The Company's Omneco
Operations in Carson City, Nevada, manufacturer of metal parts for tactical propulsion
systems, will also be closed and operations discontinued during the first half of fiscal year
1996.
The Company's gas generator operations consist of research, development,
production, and sale of solid propellant gas generators. This family of products is designed
for a variety of functions for space, defense, and commercial applications including thrust
vector control actuation, missile launch eject systems and altitude control, and propulsion
for dispensing ordnance.
The Company's flare operations consist of research, development and production
of visible and infrared illuminating and decoy flares for primarily military applications as well
as search and rescue missions.
Ordnance operations consist of research, development, production and sale of
munitions, munitions simulators for training, and the manufacture and sale of conventional
artillery mortar and rocket munitions and components.
The Company has developed technology used for demilitarization of both solid and
liquid propulsion systems. The Company has received a contract funded by the federal
government's Defense Nuclear Agency for the conversion of liquid propellant from missile
systems located in the former Soviet Union into commercial materials. The Company is
also conducting solid rocket propulsion studies for conversion of solid propulsion motor
propellants to commercially usable explosives for the mining industry.
The Company provides services to the United States Army under facilities and
operations management contracts for Army-owned ammunition factories near Marshall,
Texas and Shreveport, Louisiana. The Louisiana Army Ammunition Plant ceased loading
operations during fiscal year 1995. Both plants are operated under a facilities contract
permitting the Company use of a facility for both Department of Defense and third party
contracts. The Company is pursuing contracts that can be produced in these facilities.
The Company continues work on a number of product developments including
support work on a heavy-lift launch vehicle system, hybrid propulsion, booster
technologies, propellant, and nozzle technology for Theater Missile Defense applications.
Development work continues in both solid and liquid explosives technologies for both
commercial and military applications. Present technology used in conjunction with the
Company's propulsion motor case is being developed and tested for commercial
applications. During fiscal year 1995, the Company organized the TCR Composites
Division for the commercial development of a lower cost carbon fiber resin technology.
The Company's Science and Engineering group maintains ongoing research projects
funded under various Company, commercial and government programs and provides
support to the Company's space and defense propulsion system programs. Federal export
laws, controls and regulations impact or othenvise restrict the export of the Company's
propulsion products and technical knowledge.
Fastening Systems. The fastening systems segment consists of the development,
production and sale of threaded and non-threaded fasteners consisting of lock bolts, blind
bolts, locknuts, blind rivets, cap screws, and product installation tooling. Fasteners and
fastening systems are sold to customers directly by the Company and through a
distribution network, domestic and foreign. The fasteners are manufactured from high
strength metal and metal alloys and are sold under various trade names and trademarks
to aerospace and industrial markets. Product installation tooling is also manufactured and
marketed to provide customers complete fastener installation systems. The aerospace
market consists of both commercial and military aerospace manufacturing companies,
domestic and foreign. Customer product qualification is important for aerospace market
acceptance of the Company's fasteners. The Company's fasteners have been qualified
by major domestic and foreign aerospace companies. Principal domestic and foreign
industrial markets include automotive, truck, trailer, railcar, and mining applications. The
construction industry utilizes the Company's products for certain structural applications
such as bridges and building columns.
Competition
Space Systems. The Company is the sole source supplier of RSRM solid rocket
motors, the only domestically human-rated solid rocket propulsion, for NASA's Space
Shuttle program. The Company, Aliiant Technologies, Inc. and the CSD Division of United
Technologies, Inc. are the major suppliers of heavy-lift solid propulsion launch vehicles for
space and strategic applications and are competitive with each other with regard to
medium, light and strap-on launch vehicles for commercial space applications. Both
foreign governments and foreign private enterprises have solid rocket propulsion systems
competitive with propulsion systems manufactured by the Company. Principal competitive
factors are cost, technical performance, quality, reliability, depth and capability of personnel
and adequacy of facilities.
Defense Systems. The Company's defense-related solid rocket propulsion systems,
services and related products are competitive with Aliiant Technologies, Inc. and CSD's
strategic programs. The Company is also competitive with the Aerojet Division of Gen
Corp. and the ARC Division of Sequa Corporation on a number of tactical motor programs.
Reductions in Department of Defense expenditures and for the quantity being
procured for strategic and tactical solid rocket motor programs have substantially increased
the competitive pressure for these products. Price, quality, reliability, performance, depth
and capability of personnel and adequacy of facilities are the principal competitive factors
in the defense market for strategic and tactical solid propulsion products.
Fastening Systems. Fastening systems are manufactured by a number of
competitors with no one manufacturer having a major position in the aerospace or
industrial fastening markets. Competitive with the Company's threaded and non-threaded
fastening systems are alternative fastening methods. The Company's fastening systems
compete on quality, delivery, price and ability to provide customer fastening installation
solutions through specific purpose tooling and fasteners. Competition for orders from
aerospace original equipment manufacturers is often dependent on customer qualification
of the Company's fasteners. The Company maintains a proprietary patented position for
certain of its fastener designs for which certain limited licenses have been granted to
competitors. The Company also manufactures certain fasteners under licenses from
competitors.
Research and Development
Company-sponsored research and development activities relate to new products
and services and improvement of existing products and services. The Company's R&D
cost was $15.0 million, $15.4 million and $15.7 million and represents 1.6 percent,
1.5 percent and 1.3 percent of revenues for fiscal years 1995, 1994, and 1993,
respectively, while the amount spent during the same periods for customer-sponsored R&D
(primarily U.S. government-funded) was approximately $25.1 million, $25.5 million and
$23.2 million respectively.
Environmental Matters
Compliance with federal, state, and local environmental requirements with respect
to the Company's facilities, including formerly owned and operated facilities, while having
the potential to be a significant cost and liability, are not at this time expected to have a
material adverse effect on the Company's financial condition or upon the competitive
position of the Company or its subsidiaries. Capital expenditures and amounts expensed
related to environmental matters respectively were $5.3 million and $9.7 million for fiscal
year 1995 and are estimated to be $2.6 million and $9.6 million for fiscal year 1996. The
Company maintains ongoing programs for environmental site evaluations, continues its
cooperation with federal and state agencies in site investigations, and engages in
environmental remediation activities of its sites and sites of third parties where appropriate.
The Company continues working on the reduction of ozone depleting and other hazardous
chemicals, the cost of which will be recovered under the pricing of its products.
The Company is involved with two Environmental Protection Agency (EPA)
superfund sites designated under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") in Morris County, New Jersey, operated about
thirty years ago by the Company for government contract work. The Company has
negotiated a consent decree with the EPA concerning the Rockaway Borough Well Field
Site, ("Klockner") Site. At this site, the Company's estimated cost for response costs, site
remediation and future operation and maintenance costs Is approximately $5.8 million of
which approximately $.75 million will be spent during fiscal year 1996. The Company has
received notice from the State of New Jersey that it has been identified along with others
as a "potentially responsible party" at the Rockaway Township Well Field ("Denville") Site.
The Company is negotiating with the State of New Jersey to complete site remediation
requirements. Anticipated costs for remediation and future operation and maintenance at
this site are estimated to be approximately $4.5 million. Management believes that it has
valid claims, regarding both sites, for insurance recovery.
During fiscal year 1995, the Company settled a third party claim covering
environmental issues at the Woodbine, Georgia site operated by the Company from 1963
to 1976. Under the terms of the agreement, the Company agreed to pay $.425 million for
past costs incurred by the third party relating to ownership of the site. The Company has
also agreed to investigate and remediate certain solid waste management units (SWMU's)
related to past operations conducted by the Company with an estimated cost of $.6 million.
The third party retains all other environmental liability for the site.
During fiscal year 1995, the Company paid $105,000 for two Northern Utah
environmental projects under an agreement with the Utah Department of Environmental
Quality to complete the Company's Settlement Agreement with the State regarding
wastewater treatment issues at the Promontory, Utah, facilities. A subsidiary of the
Company paid a $10,000 fine to the Environmental Protection Agency to settle wastewater
discharge Issues at its Kingston, New York, facility.
The Company believes that the eventual cost for site remediation matters known at
this time, before any recoveries from insurance, third party contributions by other
responsible parties including the federal government, is estimated to be $21 million. The
Company has established a receivable in the amount of $11 million for expected
reimbursement or recovery for environmental claims, costs and expenses from third
parties, insurance and federal government. The Company's policy and accounting for
environmental matters is set forth in Note A and Note L of the Company's consolidated
financial statements. Resolution of the environmental matters discussed above could have
a material effect on a future period's income or cash flows ifthe Company is unsuccessful
in obtaining reimbursement from other parties, including its insurance carriers, and is
unable to recover such costs from the federal government. The Company believes that
after recoveries from third parties, insurance carriers and the federal government, any net
liability for which it may ultimately be responsible in excess amounts currently accrued,
would not be material to the Company's financial condition and results of operations.
During fiscal year 1995, the Company successfully negotiated an agreement with
the federal government to recover certain environmental costs and expenses incurred in
connection with the performance of government contracts in the fonward pricing on certain
of the Company's government contracts.
Employees
The approximate number of employees of the Company on June 30, 1995, was
7,200 compared to 8,000 on June 30, 1994. Space Systems employees totaled
approximately 3,200 on June 30, 1995, compared to 3,400 on June 30, 1994. Defense
Systems employees totaled approximately 1,600 on June 30, 1995, reflecting the
recognition and formation of the Company's Defense and Launch Vehicles Division.
Fastening systems employees totaled approximately 1,700 on June 30, 1995, compared
to 1,500 on June 30, 1994. Reduced employment levels, except for fastening systems,
reflect lower levels of business activity in non-Shuttle related propulsion programs and the
reorganization and formation of the Company's Defense and Launch Vehicles Division.
Reductions in Shuttle-related employment reflect continuing improvements in production
efficiencies. Ordnance-related employment levels are down due to closure of the
Louisiana Army ammunition plants and low level of production activity at the Marshall,
Texas, plant. Increased fastening systems employment levels reflect an acquisition and
improved volumes for industrial fasteners.
Raw Materials
Although most of the raw materials used by the Company are readily available,
certain key raw material suppliers (such as suppliers of propellant raw materials and nozzle
and case component materials) must be approved by the federal government. With a
limited number of such approved suppliers, delivery of these materials could be disrupted
at the supplier level at any time and have a material adverse impact on production and
delivery schedules until government approval of alternative suppliers is obtained.
Seasonality
The business of the Company is not subject to seasonal fluctuations.
Patents and Trademarks
The Company has approximately 415 patents and patent applications, of which 317
relate to the Space and Defense Systems business segments, and 98 relate to the
fastening systems segment. As a government contractor, the Company conducts
independent research and development (IR&D) to enable it to maintain its competitive
position. Research and development work is also performed under contracts with the
Department of Defense, NASA, and other government agencies (Contract R&D).
Approximately 86 percent of the Company's patents in the Space and Defense
Systems business segment were developed under Company funded IR&D related budgets.
The Company has full ownership interest in its patents developed under these budgets and
lesser rights in the patents it developed under Contract R&D programs.
8
The Space and Defense Systems business segment patents have the following
remaining duration: approximately 74 percent of the patents have a duration of more than
10 years; 12 percent, 5-10 years; and 14 percent less than 5 years. Patent coverage
includes propulsion system design, case, nozzle and propellants. Patents also cover gas
generators, ordnance and flare-related products. Under contracts with the federal
government, licenses have been granted to the government for limited use of certain
patented technology.
Fastening Systems segment patents have the following remaining duration:
approximately 49 percent of the patents have a duration of more than 10 years; 29 percent,
5-10 years; and 22 percent less than 5 years. Major aerospace fastening systems covered
by patents include the lightweight grooved proportional lock bolt with a remaining patent
life of 7 years, and the "Unimatic" blind bolt with a remaining patent life of more than 10
years. The "Unimatic" blind rivet has a remaining patent life of 7 years. Major industrial
fastening systems covered by patents include "Huck-FIt" lock bolts, "Magna-Lok" blind
rivets, and "Magna-Grip" lock bolts with patent lives remaining of more than 10 years.
Certain of the Company's fastener products are manufactured under licenses from
competitors.
Although the Company believes that its present competitive position is enhanced
by its patent and its technical expertise, know-how and proprietary information, no patent
or group of patents is material to the conduct of the business of the Company.
Trademarks are important for product identification In the fastening systems
segment of the business but are not significant to the Company's propulsion business.
Customers
The customers of the Space and Defense Systems business segment are primarily
the federal government and its prime and subcontractors. Commercial propulsion
customers, primarily in the light and medium launch vehicle market, are being developed
but are not yet material to the Company's customer base. Federal government contracts
and subcontracts entered into by the Company, are by their terms, subject to termination
by the government or the prime contractor either for convenience or default. Such
contracts are also subject to funding appropriations by Congress. Since the federal
government provided, directly and Indirectly, approximately 72 percent of the Company's
business in fiscal year 1995, the termination or discontinuance of funding of a substantial
portion of such business would have a material adverse effect on its operations. No single
non-government customer is material to the overall business conducted by the Company.
Fastening systems customers are comprised of industrial and aerospace original
equipment manufacturers and distributors, domestic and foreign, doing business with the
Company on a purchase order basis. Foreign customers and sales base are developing
but are not yet material to the Company's customer and sales base.
Backlog Orders
The Company's backlog of propulsion systems orders on June 30, 1995, and
June 30, 1994, was $2.3 billion and $2.5 billion, respectively. The NASA Space Shuttle
solid rocket motor booster and related contracts comprise approximately 83 percent of the
backlog. It is expected that approximately 30 percent of the orders in backlog on June 30,
1995, will be completed by June 30,1996; and the remainder thereafter through fiscal year
2000. The backlog represents the value of contracts for which goods and services are to
be provided and Includes $.5 billion in government contracts for which funds have been
approved. The backlog is believed to consist of firm contracts and although they can be
changed or canceled, the amount of changes and cancellations for which the Company
would not receive reimbursement is not expected to be materially significant to the
Company's business. The contract backlog consists of a combination of cost plus award
fee, cost plus fixed fee, cost plus incentive fee, fixed price incentive fee, and firm fixed price
contracts. The Company's fastening systems backlog was approximately $45 million on
June 30, 1995.
ITEM 2. PROPERTIES
The Company operates manufacturing, research and development facilities at 15
locations, and administrative and sales offices, warehouses and service centers at
approximately 22 locations worldwide. The Company considers its manufacturing facilities,
warehouses, and other properties to be generally in good operating condition and suitable
for their intended purposes. All Company-owned property is held in fee with no
encumbrances. Company leased property obligations are set forth in Note M of the
Company's consolidated financial statements.
Selected key facilities at the Company's Utah Space Operations have been recently
upgraded and modernized to achieve performance and operating efficiencies. The NASA
facilities at luka, Mississippi ("Yellow Creek"), will not be developed for nozzle fabrication
as the result of the Company's receipt ofa notice of contract termination from NASA during
fiscal year 1995 for the development of such facility. The Company's Space and Defense
Systems business segment facilities are considered adequate and sufficient to meet
operating needs.
During fiscal year 1995, the Company reviewed capacity utilization for its strategic
and tactical propulsion and ordnance product lines and consolidated and reorganized
these operations into the Defense and Launch Vehicles Division. As a result of such
restructuring, the Company's operations will be discontinued and facilities closed at
Huntsville, Alabama and Carson City, Nevada during fiscal year 1996.
10
Loading operations at the Shreveport, Louisiana, Army Ammunition plant have been
completed. Under maintenance contracts with the United States Army, the Company
maintains this plant in an inactive status. The Marshall, Texas, Army Ammunition plant is
maintained under an agreement with the Army that permits the Company to compete and
perform government ordnance contracts and commercial production.
The Fastening Systems facilities are sufficient and adequate to meet anticipated
improvements In the aerospace fastening market. Industrial fastening systems facilities
were expanded in fiscal year 1995 to eliminate certain production constraints to Improve
production capabilities and lower costs. The Branford, Connecticut, facility was added as
a result of an asset acquisition.
During fiscal year 1995, additions to property, plant, and equipment totaled
$33.8 million and the net property, plant and equipment added as the result of an
acquisition totaled $4.8 million.
The following table sets forth manufacturing locations and the approximate square
footage.
11
Buildings (OOO's Square Feet)
Manufacturing Location Company
by Segment Owned Leased
Government
Owned Total
Space and Defense Systems
Segments:^
Northem Utah 2,145
Elkton, Maryland 378
Huntsville, Alabama^ 32
Shreveport, Louisiana
Marshall, Texas
Carson City, Nevada^ 164
Fastening Systems Segment:
Domestic:
Branford, Connecticut
Carson, Califomia
Kingston, New York
Lakewood, Califomia
Tucson, Arizona 76
Waco, Texas 371
International:
Us, France 60
Osterode, Germany
Shropshire, United Kingdom 50
650 549
967
2,731
1,408
3,344
378
999
2,731
1,408
164
65
153
105
114
10
25
65
153
105
114
86
371
60
25
50
^The Company's Space and Defense Systems business segments share facilities in
Northern Utah and Elkton, Maryland.
^Closure of these facilities is expected to be completed during fiscal year 1996.
12
ITEM 3. LEGAL PROCEEDINGS
Litigation and Regulation
Aetna Casualty & Surety Co., et, al. v. Pacific Engineering and Production
Company of Nevada, et. al., Clark County, Nevada, District Court, filed on September 16,
1988, was settled on September 13, 1992, upon payment into escrow by all defendants
of agreed upon settlement amounts. These claims resulted from explosions which
occurred on May 4, 1988, at the ammonium perchlorate (AP) plant of defendant Pacific
Engineering located in Henderson, Nevada. Some of the explosions involved AP
manufactured pursuant to orders from the Company for use in Space Shuttle solid rocket
motors. Plaintiffs alleged that the Company was responsible, at least in part, for the design
and operation of certain storage equipment and activities at the Pacific Engineering plant.
The Company's settlement contribution of $18.7 million was funded by its aircraft products
liability carrier under a continuing partial reservation of rights. During fiscal year 1995, the
Company, the insurance carrier, and the federal government concluded a settlement of all
outstanding insurance coverage issues without additional liability to the Company, bringing
this litigation to a final conclusion.
McDonnell Douglas v. Thiokol Corporation, United States District Court, Central
District of California, was filed in July 1992 by plaintiff claiming damages of $17 million for
breach of warranty and tort damages, plus about $19 million in prejudgment Interest. The
action is based upon the failure in 1984 of two STAR 48 satellite placement motors,
manufactured to plaintiffs specifications at the Company's Elkton division, to lift
telecommunication satellites into geosynchronous orbit. In its action, plaintiff seeks
recovery of its costs incurred to conduct its failure analysis and motor redesign. These two
STAR 48 motors were the subject of litigation brought by different plaintiffs in California
state courts and resolved in favor of the Company. The courts determined the Company
did not negligently manufacture the STAR 48 motors and that there was no cause of action
against the Company for breach of warranty. The Company is defending the present suit
under an agreement with its insurance carrier pursuant to which past and future costs of
defense are being reimbursed subject to a reservation of rights. Although the damage
claim is not covered by insurance and the ultimate outcome of the current litigation is
uncertain at this time, the Company believes it has substantial legal defenses and that the
outcome of this suit will not have a material adverse effect on the financial condition of the
Company. The action originally scheduled for trial during the fall of 1994 has been
postponed and rescheduled a number of times by the Court, with a new trial date set for
the fall of 1995.
13
Miscellaneous.
The Company is involved in a number of other pending legal and administrative
proceedings which are not expected individually or in the aggregate to have a material
adverse effect upon the Company's financial condition.
Depending on the amount and the timing of an unfavorable resolution of these
matters, it is possible that the Company's future results of operations or cash flows could
be materially affected in a particular period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the Company's stockholders during the fourth
quarter of fiscal year 1995.
EXECUTIVE OFFICERS OF THE REGISTRANT (as required by Instruction 3. to Item
401(b) of Registration S-K)
Generally, Executive Officers are elected by the Board of Directors at its first
meeting following the Annual Meeting of Stockholders. The officers generally serve until
the next such meeting, or until their successors are elected and qualified. The next Annual
Meeting of Stockholders will be held on October 26, 1995.
The Executive Officers of the Company on June 30, 1995, were:
Positions Held During Past Five
Name and Age Years and Terms of Office
James R. Wilson (54) President and Chief Executive Officer since
October 1993; Executive Vice President,
Chief Financial Officer and Treasurer
(1992-October 1993); Vice President and
Chief Financial Officer (1989-92).
Richard L. Corbin (49) Senior Vice President and Chief Financial
Officer since May 1994; Chief Financial
Officer and Vice President, Administration
Space Systems Division of General
Dynamics Corporation (1976-94).
14
Positions Held During Past Five
Name and Age Years and Terms of Office
H. George Faulkner (51) Vice President Fastening Systems, since
October 1994, President Huck Interna-
tional, Inc., a company subsidiary since
1991; President of Huck Manufacturing
Co. (1983-91).
James E. McNulty (51) Executive Vice President Human Resources
and Administration since 1991; Vice Presi-
dent Human Resources (1989-91).
Joseph A. Lombardo (62) Vice President Space Operations since
April 1992; (1989-April 1992) Assistant
General Manager Space Operations; prior
to 1989, NASA Marshall Space Flight
Center.
Winston N. Brundige (50) Vice President and General Manager,
Defense and Launch Vehicles Division
since July 1994; Vice President and Divi-
sion Manager Elkton Division (1991-June
1994); Director of Production (1990-91).
R. Robert Harris (61) Vice President and General Counsel since
1989.
Robert K. Lund (57) Vice President, Science and Engineering
and Technical Director since 1991; Tech-
nical Director Advanced Technology
(1989-91).
Luther C. Johnson (55) Vice President and General Manager
Ordnance Operations since 1992; Vice
President Tactical Operations (1987-92).
Royce W. Searle (62) Vice President and Controller since 1989.
Nicholas J. luanow (35) Treasurer since 1994; Assistant Treasurer
of the Company (1989-93).
Edwin M. North (50) Secretary since 1990.
15
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Information concerning the market for the Company's common equity and related
security holder matters is included in the section "Dividends and Recent Market Prices" and
"Quarterly Financial Highlights" on page 47 of the Company's Annual Report to
Stockholders for fiscal year 1995, and Is Incorporated herein by reference in Exhibit
Number 13. As of August 31, 1995, there were 6,499 stockholders of record.
ITEM 6. SELECTED FINANCIAL DA TA
Selected financial data for the five fiscal years ended June 30, 1995, is included on
page 48 of the Company's Annual Report to Stockholders for fiscal year 1995 and is
incorporated herein by reference in Exhibit Number 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations forthe three fiscal years ended June 30,1995, is included on pages 43 through
46 of the Company's Annual Report to Stockholders for fiscal year 1995 and is
incorporated herein by reference in Exhibit Number 13.
ITEM 8. FINANCIAL STA TEMENTS AND SUPPLEMENTARY DA TA
The consolidated balance sheets of the Company as of June 30, 1995 and 1994,
and the consolidated statements of income, cash flows, and stockholders' equity for each
of the three years for the periods ended June 30, 1995, 1994, and 1993 and notes to
consolidated financial statements are included on pages 29 through 42 of the Company's
Annual Report to Stockholders for fiscal year 1995 and are incorporated herein by
reference in Exhibit Number 13.
Quarterly financial highlights are included on page 42 of the Company's Annual
Stockholders' Report to Stockholders for the fiscal year ended June 30, 1995, and are
incorporated herein by reference in Exhibit Number 13.
16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the Company's directors and nominees for director is
included on pages 4 through 5 of the Company's definitive Proxy Statement dated
September 22, 1995 and is incorporated herein by reference. Information concerning
disclosure of delinquent files pursuant to Item 405 of Regulation S-K is set forth on page 8
of the Company's definitive Proxy Statement dated September 22, 1995, and is
Incorporated herein by reference.
Information concerning the Company's Executive Officers Is Included on pages 14
through 15 of Part I hereof
ITEM 11. EXECUTIVE COMPENSA TION
Information concerning executive compensation for fiscal year 1995 is included on
pages 9 through 13 of the Company's definitive Proxy Statement dated September 22,
1995, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information concerning beneficial ownership of the Company's common stock is
included on page 8 of the Company's definitive Proxy Statement dated September 22,
1995, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is included on
page 14 of the Company's definitive Proxy Statement dated September 22, 1995, and is
incorporated herein by reference.
17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT
1. Financial Statements
The following consolidated financial statements are included on pages 28 through
42 the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1995,
and are incorporated herein by reference in Exhibit Number 13:
Consolidated Statements of Income ~ Years ended June 30, 1995, 1994, and
1993.
Consolidated Balance Sheets ~ June 30, 1995, and June 30, 1994.
Consolidated Statements of Cash Flows ~ Years ended June 30, 1995, 1994,
and 1993.
Consolidated Statements of Stockholders' Equity ~ Years ended June 30,1995,
1994, and 1993.
Notes to Consolidated Financial Statements.
Management's Report on Financial Statements.
Report of Ernst & Young LLP, Independent Auditors.
2. Financial Statement Schedules
All schedules for which provision Is made under the applicable accounting regulation
of the Securities and Exchange Commission are omitted as they are either not required
under the related instructions or are othenwise inapplicable.
18
3. Index to Exhibits
Exhibit
Number Description
(3) Certificate of Incorporation and By-Laws.
3.01 Restated Certificate of Incorporation of the Company, effective
July 3, 1989: Incorporated by reference as Exhibit 3 to Form 10-K
for fiscal year ended June 30, 1989.
3.02 Amended By-Laws of the Company: Incorporated by reference to
Annex IV to Proxy Statement/Prospectus dated May 22, 1989, for
Special Stockholders meeting held June 23, 1989.
3.03 Amended By-Laws of the Company June 19, 1993, increasing
Board of Directors: Incorporated by reference as Exhibit 3 to Form
10-K for fiscal year ended June 30, 1993.
(4) Instruments defining the rights of security holders including indentures.
4.01 Rights Agreement dated January 26,1989, between the Company
and The First National Bank of Chicago: Incorporated by reference
to Exhibit 1 to Form 8-A dated February 8, 1989.
4.02 Amendment dated June 22, 1989, to Rights Agreement between
the Company and The First National Bank of Chicago:
Incorporated by reference to Exhibit 2 to Form 8-K dated July 3,
1989.
4.03 Amendment No. 2 to Rights Agreement dated January 18, 1990,
between the Company and The First National Bank of Chicago:
Incorporated by reference to Exhibit 3 to Form 8-K dated January
18, 1990.
4.04 See Exhibits 3.01, 3.02 and 3.03 above.
(10) Material contracts.
10.01 ^Key Executive Long-Term Incentive Plan effective for fiscal year
1990: Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1989.
19
Exhibit
Number Description
10.02 ^Key Executive Long-Term Bonus Plans effective fiscal year 1991:
Incorporated by reference as Exhibit 10 to Form 10-K for fiscal
year ended June 30, 1991.
10.03 ^Key Executive Annual Bonus Plan (Plan 1) effective for fiscal year
1990: Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1989.
10.04 ^Staff Annual Bonus Plan effective for fiscal year 1991:
Incorporated by reference as Exhibit 10 to Form 10-K for fiscal
year ended June 30, 1990.
10.05 ^Staff Executive Annual Bonus Plan (Plan 2) effective for fiscal
year 1990: Incorporated by reference as Exhibit 10 to Form 10-K
for fiscal year ended June 30, 1989.
10.06 ^1989 Stock Awards Plan: Incorporated by reference to Annex VI
to Proxy Statement/Prospectus dated May 22, 1989, for Special
Stockholders Meeting held June 23, 1989.
10.07 M989 Stock Awards Plan as amended by stockholder approval
October 15 1993: Incorporated by reference to the definitive Proxy
Statement dated September 11, 1992.
10.08 ^Survivor Income Benefits Plan, amended through March 24,
1983: Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1989.
10.09 ^Arrangements, whereby the Company compensates its
independent auditors for tax services to certain key executives, for
which there is no written document: Incorporated by reference as
Exhibit 10 to Form 10-K for fiscal year ended June 30, 1989.
10.10 ^Form of Employment Agreement between the Company and
certain of its executive officers including the Chief Executive
Officer and the other four highest paid executive officers:
Incorporated by reference as Exhibit 10 to Form 10-K for fiscal
year ended June 30, 1989.
20
Exhibit
Number Description
10.11 ^Amended Form of Employment Agreement between certain of Its
executive officers including the five most highly compensated:
Incorporated by reference as Exhibit 10 to Form 10-K for fiscal
year ended June 30, 1990.
10.12 ^Consulting Agreement effective July 1, 1993, as amended,
between the Company and U. Edwin Garrison, the terms of which
are described and are incorporated by reference from the 1994
Proxy Statement dated September 23, 1994.
10.13 Note Agreement $120,000,000 dated June 19, 1990:
Incorporated by reference as Exhibit 10 to Form 10-K for fiscal
year ended June 30, 1990.
10.14 Credit Agreement dated 09/30/93 among Thiokol Corporation and
The First National Bank of Chicago, Bank of America National
Trust and Savings Association, NBD Bank, N.A. and The Northern
Trust Company: Incorporated by reference as Exhibit 10 to Form
10-K for fiscal year ended June 30, 1994.
10.15 ^^Thiokol Corporation Pension Plan (Second Restatement
Effective January 1, 1989): Incorporated by reference as Exhibit
10 to Form 10-K for fiscal year ended June 30, 1994.
10.16 ^^Thiokol Corporation Supplemental Executive Retirement Plan
(Effective July 1, 1992): Incorporated by reference as Exhibit 10
to Form 10-K for fiscal year ended June 30, 1992.
10.17 Huck International, Inc. Personal Retirement Account Plan
(Second Restatement Effective as of January 1, 1992):
Incorporated by reference as Exhibit 10 to Form 10-K for fiscal
year ended June 30, 1995.
10.18 Huck International, Inc. Supplemental Executive Retirement Plan
(Effective January 1, 1992): Incorporated by reference as Exhibit
10 to Form 10-K for fiscal year ended June 30, 1995.
21
Exhibit
Number Description
(11) Statement re computation of per share earnings.
Statement re computation of per share earnings of the Company and
subsidiaries forthe three years ended June 30, 1995, 1994 and 1992.
(13) Annual Report to security holders.
Applicable sections of the Annual Report to Stockholders of the Company
for fiscal year 1995 incorporated by reference.
(22) Subsidiaries of the registrant.
Subsidiaries of the Company.
(24) Consents.
Consent of Ernst & Young LLP, independent auditors.
(27) Financial Data Schedule,
(b) REPORTS ON FORM 8-K
None.
^Participation by the Company's Chief Executive Officer and four most highly
compensated Executive Officers as a group in the compensation plans identified in
Exhibit 10 described on page 9 in the Company's definitive Proxy Statement dated
September 22, 1995, which description is incorporated herein by reference. Each
management contract or compensatory plan or arrangement required to be filed as an
Exhibit to this Form 10-K pursuant to Item 14c.
^A description of these contracts are set forth in the Company's definitive Proxy
Statement dated September 22, 1995, and are filed as Exhibits pursuant to Form 10-K,
Part IV, Item 14(a)3.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, as of the 25th day of
September 1995.
THIOKOL CORPORATION
(Registrant)
By
s/Rlchard L. Corbin
Richard L. Corbin
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the registrant
in the capacities indicated, as of the 25th day of September 1995.
SIGNATURE TITLE
s/James R. Wilson
James R. Wilson
President, Chief Executive Officer and
Director (Principal Executive Officer)
s/Richard L. Corbin
Richard L. Corbin
Senior Vice President and Chief
Financial Officer (Principal Financial
Officer)
s/Royce W. Searle
Royce W. Searle
Vice President and Controller
(Principal Accounting Officer)
s/U. Edwin Garrison
U. Edwin Garrison
Director, Chairman of the Board
s/Nell A. Armstrong
Neil A. Armstrong
s/James R. Burnett
James R. Burnett
s/Michael P.C. Cams
Michael P.C. Cams
s/Edsel D. Dunford
Edsel D. Dunford
s/L. Dennis Kozlowski
L. Dennis Kozlowski
s/Charles S. Locke
Charles S. Locke
s/James M. Ringler
James M. Ringler
Director
Director
Director
Director
Director
Director
Director
s/Donald C. Trauscht
Donald C. Trauscht
Director
EXHIBIT 11
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
THIOKOL CORPORATION
(in thousands, except per share data)
Year Ended June 30
Primary
Average shares outstanding:
Additional shares assuming exercise of
dilutive stock options-based on
treasury stock method using average
market prices:
Total shares:
Net (loss) income:
(Loss) earnings per share:
1995
18,538
256
1994
19,658
315
1993
20,068
316
18.794
$47,463
$ 2.53
19.973
$(3,515)
$ (.18)
20.384
$63,797
$ 3.13
Fully Diluted
Average shares outstanding:
Additional shares assuming exercise of
dilutive stock options-based on
treasury stock method using the year-end
market price, if higher than average
market price:
Total shares:
Net (loss) income:
(Loss) earnings per share:
18,538
326
18.864
$47,463
$ 2.52
19,658
315
19.973
$(3,515)
$ (.18)
20,068
641
20.709
$63,797
$ 3.08
EXHIBIT (22)
SUBSIDIARIES OF THIOKOL CORPORATION
The following is a list of operating subsidiary corporations of the Company as of
June 30, 1995. Certain subsidiaries not considered significant have been omitted.
State or Other
Jurisdiction
Subsidiary of Incorporation
Huck International, Inc Delaware
Huck S.A France
Huck International GmbH & Co Germany
Huck International Ltd United Kingdom
EXHIBIT (24)
Consent of Independent Auditors
We consent to the Incorporation by reference in this Annual Report (Form 10-K) of
Thiokol Corporation of our report dated July 31, 1995, included in the 1995 Annual Report
to Shareholders of Thiokol Corporation.
We also consent to the incorporation by reference in the Registration Statements
(Form S-8, Nos. 33-18630, 33-2921, 33-10316, 2-76672, 2-90885 and 33-38322)
pertaining to certain Retirement Savings and Investment Plans and Stock Option Plans of
Thiokol Corporation of our report dated July 31, 1995, with respect to the consolidated
financial statements of Thiokol Corporation incorporated by reference in the Annual Report
(Form 10-K) of Thiokol Corporation for the year ended June 30, 1995.
ERNST & YOUNG LLP
Salt Lake City, Utah
September 22, 1995