##### 



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q/A
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from ___ to ___
 Commission file number 1-14279
 
 ORBITAL SCIENCES CORPORATION
  Delaware
(State of Incorporation of Registrant)
    
    06-1209561
(I.R.S. Employer Identification No.)
 21839 Atlantic Boulevard
Dulles, Virginia 20166
 (703) 406-5000
  þ o
  o þ o
 o þ




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##### 



Explanatory Note
Restatement of Condensed Consolidated Financial Statements
         1




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##### 



PART I
 FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 June 30,
    
    
    December 31,2006
    
    
    2005(unaudited and
    
    
    (restated)restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    206,751
    
    
    $
    158,849Restricted cash
    
    
    5,984
    
    
    
    6,294Receivables, net
    
    
    147,587
    
    
    
    131,251Inventories, net
    
    
    23,185
    
    
    
    19,006Deferred income taxes, net
    
    
    35,735
    
    
    
    30,614Other current assets
    
    
    3,360
    
    
    
    6,473Total current assets
    
    
    422,602
    
    
    
    352,487Property, plant and equipment,net
    
    
    87,420
    
    
    
    85,640Goodwill
    
    
    55,551
    
    
    
    55,551Deferred income taxes,net
    
    
    152,263
    
    
    
    167,835Other non-current assets
    
    
    8,738
    
    
    
    8,864Total assets
    
    $
    726,574
    
    
    $
    670,377LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term obligations
    
    $
    76
    
    
    $
    76Accounts payable and accrued expenses
    
    
    123,456
    
    
    
    116,153Deferred revenues
    
    
    62,939
    
    
    
    30,281Total current liabilities
    
    
    186,471
    
    
    
    146,510Long-term obligations, net of current portion
    
    
    126,425
    
    
    
    126,459Other non-current liabilities
    
    
    41
    
    
    
    87Total liabilities
    
    
    312,937
    
    
    
    273,056Commitments and contingenciesStockholders equity:Preferred Stock, par value $.01; 10,000,000 shares authorized, none outstanding
    
    
    
    
    
    
    Common Stock, par value $.01; 200,000,000 shares authorized, 59,543,486 and
55,032,244 shares outstanding, respectively
    
    
    595
    
    
    
    550Additional paid-in capital
    
    
    602,494
    
    
    
    604,812Accumulated deficit
    
    
    (189,452
    )
    
    
    (208,041
    )Total stockholders equity
    
    
    413,637
    
    
    
    397,321Total liabilities and stockholders equity
    
    $
    726,574
    
    
    $
    670,377
 See accompanying notes to condensed consolidated financial statements
 2




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##### 



ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited, in thousands, except share data)
 Quarters Ended June 30,2006
    
    
    2005(restated)Revenues
    
    $
    196,974
    
    
    $
    177,403Cost of goods sold
    
    
    158,813
    
    
    
    144,918Gross profit
    
    
    38,161
    
    
    
    32,485Research and development expenses
    
    
    2,531
    
    
    
    1,234Selling, general and administrative expenses
    
    
    19,056
    
    
    
    16,667Income from operations
    
    
    16,574
    
    
    
    14,584Interest expense
    
    
    (3,131
    )
    
    
    (2,847
    )Interest income and other
    
    
    3,269
    
    
    
    718Income before income taxes
    
    
    16,712
    
    
    
    12,455Provision for income taxes
    
    
    (6,913
    )
    
    
    (4,940
    )Net income
    
    $
    9,799
    
    
    $
    7,515Basic net income per share
    
    $
    0.17
    
    
    $
    0.14Diluted net income per share
    
    $
    0.16
    
    
    $
    0.12
 See accompanying notes to condensed consolidated financial statements
 3




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##### 



ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited, in thousands, except share data)
 Six Months Ended June 30,2006
    
    
    2005(restated)Revenues
    
    $
    389,111
    
    
    $
    344,552Cost of goods sold
    
    
    313,121
    
    
    
    284,256Gross profit
    
    
    75,990
    
    
    
    60,296Research and development expenses
    
    
    4,702
    
    
    
    2,266Selling, general and administrative expenses
    
    
    38,857
    
    
    
    31,380Income from operations
    
    
    32,431
    
    
    
    26,650Interest expense
    
    
    (6,190
    )
    
    
    (5,627
    )Interest income and other
    
    
    5,626
    
    
    
    1,475Income before income taxes
    
    
    31,867
    
    
    
    22,498Provision for income taxes
    
    
    (13,278
    )
    
    
    (8,932
    )Net income
    
    $
    18,589
    
    
    $
    13,566Basic net income per share
    
    $
    0.33
    
    
    $
    0.25Diluted net income per share
    
    $
    0.30
    
    
    $
    0.21
 See accompanying notes to condensed consolidated financial statements
 4




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##### 



ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 Six Months Ended June 30,2006
    
    
    2005(restated)Cash Flows From Operating Activities:Net income
    
    $
    18,589
    
    
    $
    13,566Adjustments to reconcile net income to net cash provided by operating activities:Depreciation expense
    
    
    7,134
    
    
    
    7,144Deferred taxes
    
    
    10,451
    
    
    
    8,623Amortization of debt issuance costs
    
    
    306
    
    
    
    306Stock-based compensation and other
    
    
    4,264
    
    
    
    80Changes in assets and liabilities
    
    
    23,203
    
    
    
    464Net cash provided by operating activities
    
    
    63,947
    
    
    
    30,183Cash Flows From Investing Activities:Capital expenditures
    
    
    (9,735
    )
    
    
    (8,088
    )Change in cash restricted for letters of credit, net
    
    
    313
    
    
    
    3,041Net cash used in investing activities
    
    
    (9,422
    )
    
    
    (5,047
    )Cash Flows From Financing Activities:Payments on long-term obligations
    
    
    (34
    )
    
    
    (94
    )Repurchase of common stock
    
    
    (16,208
    )
    
    
    (19,999
    )Net proceeds from issuances of common stock
    
    
    7,587
    
    
    
    1,286Tax benefit of share-based compensation
    
    
    2,032
    
    
    
    Net cash used in financing activities
    
    
    (6,623
    )
    
    
    (18,807
    )Net increase in cash and cash equivalents
    
    
    47,902
    
    
    
    6,329Cash and cash equivalents, beginning of period
    
    
    158,849
    
    
    
    125,504Cash and cash equivalents, end of period
    
    $
    206,751
    
    
    $
    131,833
 See accompanying notes to condensed consolidated financial statements.
 5




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##### 



ORBITAL SCIENCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005
(Unaudited)
 (1) Basis of Presentation
    (2) Preparation of Condensed Consolidated Financial Statements
   6




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##### 



(3) Restatement Related to Stock-Based Compensation Grants and Procedures
      7




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##### 



Materiality Considering the Effects of
Prior Year Misstatements in Current Year Financial Statements
 8




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##### 



(in thousands,
except share data)
 Quarter Ended
    
    Six Months EndedJune 30, 2005
    
    June 30, 2005Selling, general and administrative expensesAs previously reported
    
    $
    16,545
    
    
    $
    31,107As restated
    
    $
    16,667
    
    
    $
    31,380Income from operationsAs previously reported
    
    $
    14,706
    
    
    $
    26,923As restated
    
    $
    14,584
    
    
    $
    26,650Provision for income taxesAs previously reported
    
    $
    4,993
    
    
    $
    9,035As restated
    
    $
    4,940
    
    
    $
    8,932Net incomeAs previously reported
    
    $
    7,584
    
    
    $
    13,736As restated
    
    $
    7,515
    
    
    $
    13,566Basic net income per shareAs previously reported
    
    $
    0.14
    
    
    $
    0.25As restated
    
    $
    0.14
    
    
    $
    0.25Diluted net income per shareAs previously reported
    
    $
    0.12
    
    
    $
    0.22As restated
    
    $
    0.12
    
    
    $
    0.21
 As of
    
    As ofJune 30, 2006
    
    December 31, 2005Non-current deferred income taxes, netAs previously reported
    
    $
    150,676
    
    
    $
    166,248As restated
    
    $
    152,263
    
    
    $
    167,835Additional paid-in capitalAs previously reported
    
    $
    589,286
    
    
    $
    591,604As restated
    
    $
    602,494
    
    
    $
    604,812Accumulated deficitAs previously reported
    
    $
    177,831
    
    
    $
    196,420As restated
    
    $
    189,452
    
    
    $
    208,041
   9




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##### 



(4) Industry Segment Information
   
    
    Launch Vehicles.Rockets that are used as interceptor and target vehicles for missile
defense systems, small-class space launch vehicles that place satellites into low-Earth
orbit, and suborbital launch vehicles that place payloads into a variety of high-altitude
trajectories.
    
    Satellites and Space Systems.Satellites and interplanetary spacecraft for
communications, remote sensing, scientific and military missions, satellite subsystems and
space-related technical services.
    
    Transportation Management Systems.Software-based systems that combine satellite
navigation and wireless communications to enable municipal transit and other fleet
operators to manage and dispatch vehicles.
  10




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##### 



(in thousands)
 Quarters Ended June 30,
    
    Six Months Ended June 30,2006
    
    2005
    
    2006
    
    2005(restated)
    
    (restated)
    
    (restated)
    
    (restated)Launch Vehicles:Revenues
    
    $
    80,356
    
    
    $
    87,860
    
    
    $
    159,068
    
    
    $
    167,837Operating income
    
    
    8,591
    
    
    
    8,721
    
    
    
    17,606
    
    
    
    17,709Identifiable assets
    
    
    106,267
    
    
    
    114,882
    (1)
    
    
    106,267
    
    
    
    114,882
    (1)Capital expenditures
    
    
    990
    
    
    
    1,349
    
    
    
    2,273
    
    
    
    3,566Depreciation
    
    
    1,233
    
    
    
    1,338
    
    
    
    2,475
    
    
    
    2,728Satellites and Space Systems:Revenues(2)
    
    $
    108,013
    
    
    $
    84,870
    
    
    $
    215,497
    
    
    $
    167,280Operating income
    
    
    7,428
    
    
    
    5,506
    
    
    
    13,914
    
    
    
    8,340Identifiable assets
    
    
    164,447
    
    
    
    135,903
    (1)
    
    
    164,447
    
    
    
    135,903
    (1)Capital expenditures
    
    
    2,901
    
    
    
    1,578
    
    
    
    6,480
    
    
    
    3,509Depreciation
    
    
    1,486
    
    
    
    1,200
    
    
    
    2,853
    
    
    
    2,407Transportation Management
Systems:Revenues
    
    $
    9,356
    
    
    $
    6,188
    
    
    $
    17,304
    
    
    $
    13,255Operating income
    
    
    555
    
    
    
    479
    
    
    
    911
    
    
    
    874Identifiable assets
    
    
    20,437
    
    
    
    19,251
    (1)
    
    
    20,437
    
    
    
    19,251
    (1)Capital expenditures
    
    
    193
    
    
    
    53
    
    
    
    279
    
    
    
    187Depreciation
    
    
    144
    
    
    
    155
    
    
    
    296
    
    
    
    323Corporate and Other:Revenues(2)
    
    $
    (751
    )
    
    $
    (1,515
    )
    
    $
    (2,758
    )
    
    $
    (3,820
    )Operating income(3)
    
    
    
    
    
    
    (122
    )
    
    
    
    
    
    
    (273
    )Identifiable assets
    
    
    435,423
    
    
    
    400,341
    (1)
    
    
    435,423
    
    
    
    400,341
    (1)Capital expenditures
    
    
    
    
    
    
    641
    
    
    
    703
    
    
    
    826Depreciation
    
    
    737
    
    
    
    815
    
    
    
    1,510
    
    
    
    1,686Consolidated:Revenues
    
    $
    196,974
    
    
    $
    177,403
    
    
    $
    389,111
    
    
    $
    344,552Operating income
    
    
    16,574
    
    
    
    14,584
    
    
    
    32,431
    
    
    
    26,650Identifiable assets
    
    
    726,574
    
    
    
    670,377
    (1)
    
    
    726,574
    
    
    
    670,377
    (1)Capital expenditures
    
    
    4,084
    
    
    
    3,621
    
    
    
    9,735
    
    
    
    8,088Depreciation
    
    
    3,600
    
    
    
    3,508
    
    
    
    7,134
    
    
    
    7,144
 
 (1)
    
    As of December 31, 2005.(2)
    
    Corporate and other revenues are comprised solely of the elimination of
intersegment sales. Satellites and space systems revenues include $0.4 million and $1.4
million of the intersegment sales in the quarters ended June 30, 2006 and 2005,
respectively, and include $1.8 million and $3.6 million of the intersegment sales in the
six months ended June 30, 2006 and 2005, respectively.(3)
    
    Corporate and other operating income is comprised solely of stock-based
compensation expense in the quarter and six months ended June 30, 2005 (see Note 3). (5) Receivables
 (in thousands)
 June 30, 2006
    
    
    December 31, 2005Billed
    
    $
    51,983
    
    
    $
    31,546Unbilled
    
    
    95,719
    
    
    
    99,820Allowance for doubtful accounts
    
    
    (115
    )
    
    
    (115
    )Total
    
    $
    147,587
    
    
    $
    131,251
 11




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##### 



(6) Inventories
 (in thousands)
 June 30, 2006
    
    
    December 31, 2005Inventories
    
    $
    23,766
    
    
    $
    19,626Allowance for inventory obsolescence
    
    
    (581
    )
    
    
    (620
    )Total
    
    $
    23,185
    
    
    $
    19,006
  (7) Warranties
 (in thousands)
 Quarter Ended
    
    
    Quarter EndedJune 30, 2006
    
    
    June 30, 2005Balance at beginning of period
    
    $
    1,789
    
    
    $
    2,799Accruals during the period
    
    
    522
    
    
    
    927Reductions during the period
    
    
    (376
    )
    
    
    (766
    )Balance at end of period
    
    $
    1,935
    
    
    $
    2,960
 Six Months Ended
    
    
    Six Months EndedJune 30, 2006
    
    
    June 30, 2005Balance at beginning of period
    
    $
    2,028
    
    
    $
    3,145Accruals during the period
    
    
    673
    
    
    
    1,270Reductions during the period
    
    
    (766
    )
    
    
    (1,455
    )Balance at end of period
    
    $
    1,935
    
    
    $
    2,960
 12




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##### 



(8) Earnings Per Share
 (in thousands)
 Quarter Ended
    
    Quarter EndedJune 30, 2006
    

June 30, 2005Weighted average of outstanding shares for basic EPS
    
    
    56,285
    
    
    
    55,066Dilutive effect of outstanding stock options, units and warrants
    
    
    6,109
    
    
    
    7,798Shares for diluted EPS
    
    
    62,394
    
    
    
    62,864
 Six Months Ended
    
    Six Months EndedJune 30, 2006
    
    June 30, 2005Weighted average of outstanding shares for basic EPS
    
    
    55,687
    
    
    
    55,111Dilutive effect of outstanding stock options, units and warrants
    
    
    6,685
    
    
    
    8,046Shares for diluted EPS
    
    
    62,372
    
    
    
    63,157
 (9) Comprehensive Income
  (10) Debt
    13




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##### 



(11) Share-Based Compensation
  Share-Based Payment Accounting for Stock Issued to Employees, Accounting for Stock-Based Compensation
   Share-Based Compensation Plans
  14




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##### 



Share-Based Transactions
  Restricted Stock Units
    
    
    OptionsWeightedWeighted
    
    
    
    
    
    
    Weighted
    
    
    AverageAverage
    
    
    
    
    
    
    Average
    
    
    RemainingNumber of
    
    
    Grant Date
    
    
    Number of
    
    
    Exercise
    
    
    ContractualUnits
    
    
    Fair Value
    
    
    Shares
    
    
    Price
    
    
    Term (Years)(restated)Outstanding at December 31, 2005
    
    
    745,000
    
    
    $
    12.11
    
    
    
    6,532,139
    
    
    $
    10.06
    
    
    
    5.28Granted
    
    
    8,000
    
    
    
    14.79
    
    
    
    55,000
    
    
    
    12.98Exercised
    
    
    
    
    
    
    
    
    
    
    (913,710
    )
    
    
    7.78Vested
    
    
    (244,680
    )
    
    
    12.11
    
    
    
    
    
    
    
    Forfeited
    
    
    (12,336
    )
    
    
    12.11
    
    
    
    (11,545
    )
    
    
    7.02Expired
    
    
    
    
    
    
    
    
    
    
    (165,682
    )
    
    
    13.20Outstanding at June 30, 2006
    
    
    495,984
    
    
    $
    12.15
    
    
    
    5,496,202
    
    
    $
    10.38
    
    
    
    4.89
   Options Outstanding
    
    
    Options ExercisableWeighted AverageRemaining
    
    
    Weighted
    
    
    
    
    
    
    WeightedRange of
    
    
    Number
    
    
    Contractual
    
    
    Average
    
    
    Number
    
    
    AverageExercise Prices
    
    
    Outstanding
    
    
    Life (Years)
    
    
    Exercise Price
    
    
    Exercisable
    
    
    Exercise Price$
    1.30-$5.79
    
    
    
    1,957,991
    
    
    
    5.90
    
    
    $
    4.81
    
    
    
    1,957,991
    
    
    $
    4.816.15-12.18
    
    
    
    1,876,317
    
    
    
    5.51
    
    
    
    9.71
    
    
    
    1,847,818
    
    
    
    9.7012.25-43.31
    
    
    
    1,661,894
    
    
    
    3.01
    
    
    
    17.70
    
    
    
    1,606,894
    
    
    
    17.86$
    1.30-$43.31
    
    
    
    5,496,202
    
    
    
    4.89
    
    
    $
    10.38
    
    
    
    5,412,703
    
    
    $
    10.35
  15




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##### 



Six Months EndedJune 30, 2006Volatility
    
    
    51
    %Risk-free interest rate
    
    
    4.35
    %Weighted-average fair value per share at grant date
    
    $
    6.11Expected dividend yield
    
    
    Expected life of options (years)
    
    
    4.5
      16




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##### 



(in thousands, except per share amounts)
 Quarter Ended
    
    
    Six Months EndedJune 30, 2005
    
    
    June 30, 2005(as previously reported)Net income, as reported
    
    $
    7,584
    
    
    $
    13,736Stock-based compensation expense per fair-value-based method
    
    
    (591
    )
    
    
    (1,313
    )Pro forma net income
    
    $
    6,993
    
    
    $
    12,423Earnings per share:Basicas reported
    
    $
    0.14
    
    
    $
    0.25Basicpro forma
    
    $
    0.13
    
    
    $
    0.23Dilutedas reported
    
    $
    0.12
    
    
    $
    0.22Dilutedpro forma
    
    $
    0.11
    
    
    $
    0.20
 Quarter Ended
    
    
    Six Months EndedJune 30, 2005
    
    
    June 30, 2005(restated)
    
    
    (restated)Net income, as reported
    
    $
    7,515
    
    
    $
    13,566Stock-based compensation expense per fair-value-based method,
net of APB No. 25 compensation expense
    
    
    (574
    )
    
    
    (1,274
    )Pro forma net income
    
    $
    6,941
    
    
    $
    12,292Earnings per share:Basicas reported
    
    $
    0.14
    
    
    $
    0.25Basicpro forma
    
    $
    0.13
    
    
    $
    0.22Dilutedas reported
    
    $
    0.12
    
    
    $
    0.21Dilutedpro forma
    
    $
    0.11
    
    
    $
    0.19
  Quarter Ended
    
    Six Months EndedJune 30, 2005
    
    June 30, 2005Volatility
    
    
    60
    %
    
    
    60
    %Risk-free interest rate
    
    
    3.78
    %
    
    
    3.55
    %Weighted-average fair value per share at grant date
    
    $
    4.27
    
    
    $
    4.75Expected dividend yield
    
    
    
    
    
    
    Expected life of options (years)
    
    
    3.5
    
    
    
    3.5
 17




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##### 



(12) Commitments and Contingencies
 U.S. Government Contracts
    Litigation
  18




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##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Restatement Related to Stock-Based Compensation Grants and Procedures
    19




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##### 



Materiality Considering the Effects of Prior Year
Misstatements in Current Year Financial Statements
 20




---



##### 



Consolidated Results of Operations for the Quarters and Six Months Ended June 30, 2006 and 2005
 Revenues
  21




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##### 



Gross Profit
  Research and Development Expenses
 Selling, General and Administrative Expenses
 Share-Based Payment,
 22




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##### 



Interest Expense
 Interest Income and Other
 Income Taxes
 Net Income
 Segment Results
  (in thousands)
 Quarters Ended June 30,
    
    
    Six Months Ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(restated)
    
    
    
    
    
    
    (restated)Revenues:Launch Vehicles
    
    $
    80,356
    
    
    $
    87,860
    
    
    $
    159,068
    
    
    $
    167,837Satellites and Space Systems
    
    
    108,013
    
    
    
    84,870
    
    
    
    215,497
    
    
    
    167,280Transportation Management Systems
    
    
    9,356
    
    
    
    6,188
    
    
    
    17,304
    
    
    
    13,255Corporate and Other
    
    
    (751
    )
    
    
    (1,515
    )
    
    
    (2,758
    )
    
    
    (3,820
    )Total
    
    $
    196,974
    
    
    $
    177,403
    
    
    $
    389,111
    
    
    $
    344,552Income from Operations:Launch Vehicles
    
    $
    8,591
    
    
    $
    8,721
    
    
    $
    17,606
    
    
    $
    17,709Satellites and Space Systems
    
    
    7,428
    
    
    
    5,506
    
    
    
    13,914
    
    
    
    8,340Transportation Management Systems
    
    
    555
    
    
    
    479
    
    
    
    911
    
    
    
    874Corporate and Other
    
    
    
    
    
    
    (122
    )
    
    
    
    
    
    
    (273
    )Total
    
    $
    16,574
    
    
    $
    14,584
    
    
    $
    32,431
    
    
    $
    26,650
 23




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##### 



Second Quarter 2006 Compared with Second Quarter 2005
 Launch Vehicles
  Satellites and Space Systems
  24




---



##### 



Transportation Management Systems
 Corporate and Other
 Six Months Ended June 30, 2006 Compared with Six Months Ended June 30, 2005
 Launch Vehicles
  Satellites and Space Systems
 25




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##### 



Transportation Management Systems
 Corporate and Other
 Backlog
   Liquidity and Capital Resources
 Cash Flow from Operating Activities
 26




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##### 



Cash Flow from Investing Activities
 Cash Flow from Financing Activities
     Available Cash and Future Funding
 27




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##### 



Off-Balance Sheet Arrangements
  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     ITEM 4. CONTROLS AND PROCEDURES
 Restatement Related to Stock-Based Compensation Grants and Procedures
  28




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##### 



Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  29




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##### 



PART II
 OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
   ITEM 1A. RISK FACTORS
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   30




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##### 



Total Number of
    
    Maximum NumberShares
    
    (or ApproximatePurchased as
    
    Dollar Value) ofTotal
    
    
    
    
    
    Part of Publicly
    
    Shares That MayNumber of
    
    Average Price
    
    Announced
    
    Yet Be PurchasedShares
    
    Paid Per
    
    Plans or
    
    Under the Plans orPeriod
    
    Purchased
    
    Share
    
    Programs1
    
    Programs1April 1, 2006 to
April 30, 2006
    
    
    351,000
    
    
    $
    15.51
    
    
    
    351,000
    
    
    $
    48,168,751May 1, 2006 to May
31, 2006
    
    
    177,300
    
    
    $
    15.85
    
    
    
    177,300
    
    
    $
    45,358,202June 1, 2006 to
June 30, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    45,358,202TOTAL
    
    
    528,300
    
    
    $
    15.62
    
    
    
    528,300
    
    
    $
    45,358,202
 
 (1)
    
    The company purchased an aggregate of 234,000 shares of its common stock
pursuant to the securities repurchase plan (2005 Plan) that was publicly
announced on April 21, 2005 and expired on April 20, 2006. On April 28, 2006,
we announced the companys new plan (2006 Plan), subject to certain
conditions, to repurchase up to $50 million of outstanding debt and equity
securities, including our common stock, up through April 27, 2007. All other
purchases during the quarter ended June 30, 2006 were made pursuant to the 2006
Plan. The purchases made pursuant to both our 2005 Plan and 2006 Plan were
made in open market transactions. ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 (a)
    
    The annual meeting of stockholders of the company was held on
April 27, 2006.(b)
    
    Election of five directors, each serving for a three-year term
ending in 2009:
 31




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##### 



Robert M. HaniseeVotes:
    
    For:
    
    
    46,352,653Withheld:
    
    
    284,408James G. RocheVotes:
    
    For:
    
    
    46,353,175Withheld:
    
    
    283,885Harrison H. SchmittVotes:
    
    For:
    
    
    45,923,872Withheld:
    
    
    713,188James R. ThompsonVotes:
    
    For:
    
    
    46,068,534Withheld:
    
    
    568,527Scott L. WebsterVotes:
    
    For:
    
    
    46,068,928Withheld:
    
    
    568,132Directors whose terms expire in 2007:Edward F. CrawleyLennard A. FiskRonald T. KadishGarrett E. PierceDavid W. ThompsonDirectors whose terms expire in 2008:Daniel J. FinkRobert J. HermannJanice I. ObuchowskiFrank L. Salizzoni
 (c)
    
    The following is a brief description of the other matter voted
on at the meeting and the number of votes cast for, against or abstaining from
the matter:Ratification of PricewaterhouseCoopers LLP as independent auditors of the
company for the fiscal year ending December 31, 2006.
 Votes:
    
    For:
Against:
Abstain:
    
    46,465,215
107,328
64,518
 32




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##### 



ITEM 5. OTHER INFORMATION
  ITEM 6. EXHIBITS
 (a)
    
    Exhibits  A complete listing of exhibits required is
given in the Exhibit Index.
 33




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##### 



SIGNATURES
  ORBITAL SCIENCES CORPORATIONDATED: December 7, 2006
    
    By:
    
    /s/ David W. ThompsonDavid W. ThompsonChairman and Chief Executive Officer
 34




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##### 



EXHIBIT INDEX
  Exhibit No.
    
    Description3.1
    
    Restated Certificate of Incorporation (incorporated by
reference to Exhibit 4.1 to the companys Registration
Statement on Form S-3 (File Number 333-08769) filed and
effective on July 25, 1996).3.2
    
    Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the companys Quarterly Report on Form 10-Q for
the quarter ended June 30, 2005).3.3
    
    Certificate of Amendment to Restated Certificate of
Incorporation, dated April 29, 1997 (incorporated by reference
to Exhibit 3.3 to the companys Annual Report on Form 10-K for
the fiscal year ended December 31, 1998).3.4
    
    Certificate of Amendment to Restated Certificate of
Incorporation, dated April 30, 2003 (incorporated by reference
to Exhibit 3.4 to the companys Quarterly Report on Form 10-Q
for the quarter ended June 30, 2003).3.5
    
    Certificate of Designation, Preferences and Rights of Series B
Junior Participating Preferred Stock, dated November 2, 1998
(incorporated by reference to Exhibit 2 to the companys
Registration Statement on Form 8-A filed on November 2, 1998).4.1
    
    Form of Certificate of Common Stock (incorporated by reference
to Exhibit 4.1 to the companys Registration Statement on Form
S-1 (File Number 33-33453) filed on February 9, 1990 and
effective on April 24, 1990).4.2
    
    Warrant Agreement, dated as of August 22, 2002, by and between
Orbital Sciences Corporation and U.S. Bank, N.A., as Warrant
Agent (incorporated by reference to Exhibit 4.2 to the
companys Current Report on Form 8-K filed on August 27,
2002).4.3
    
    Form of Common Stock Purchase Warrant for Warrants Expiring
August 15, 2006 (restricted) (incorporated by reference to
Exhibit 4.4 to the companys Current Report on Form 8-K filed
on August 27, 2002).4.4
    
    Form of Common Stock Purchase Warrant for Warrants Expiring
August 15, 2006 (registered) (incorporated by reference to
Exhibit 4.4 to the companys Quarterly Report on Form 10-Q for
the quarter ended March 31, 2003).
 35




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##### 



Exhibit No.
    
    Description4.5
    
    Rights Agreement dated as of October 22, 1998 between Orbital
Sciences Corporation and BankBoston N.A., as Rights Agent
(incorporated by reference to Exhibit 1 to the companys
Report on Form 8-A filed on November 2, 1998).4.6
    
    Form of Rights Certificate (incorporated by reference to
Exhibit 3 to the companys Report on Form 8-A filed on
November 2, 1998).4.7
    
    Indenture, dated as of July 10, 2003, by and between Orbital
Sciences Corporation and U.S. Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.1 to the
companys Current Report on Form 8-K filed on July 18, 2003).4.8
    
    Form of 9% Senior Note due 2011 (incorporated by reference to
Exhibit 4.2 to the companys Current Report on Form 8-K filed
on July 18, 2003).10.1
    
    Orbital Sciences Corporation 1997 Stock Option and Incentive
Plan, amended as of April 27, 2006 (incorporated by reference
to Exhibit 10.1 to the companys Quarterly Report on Form 10-Q
filed on July 26, 2006).10.2
    
    First Amendment to Amended and Restated Credit Agreement,
dated June 1, 2006, by and among Orbital Sciences Corporation,
Bank of America, N.A., as administrative agent, Wachovia Bank,
as documentation agent, and the other parties thereto
(incorporated by reference to Exhibit 10.2 to the companys
Quarterly Report on Form 10-Q filed on July 26, 2006).31.1
    
    Certification of Chairman and Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350) (transmitted herewith).31.2
    
    Certification of Vice Chairman and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. Section 1350) (transmitted herewith).32.1
    
    Written Statement of Chairman and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. Section 1350) (transmitted herewith).32.2
    
    Written Statement of Vice Chairman and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. Section 1350) (transmitted herewith).
 36