##### 



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2006ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______
  
 ORBITAL SCIENCES CORPORATION
  Delaware
    
    06-1209561(State of Incorporation of Registrant)
    
    (I.R.S. Employer Identification No.)
 21839 Atlantic Boulevard
Dulles, Virginia 20166
 (703) 406-5000
  x o
  Large accelerated filer o
    
    Accelerated filer x
    
    Non-accelerated filer o
 o x




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##### 



PART I
 FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 September 30,
    
    
    December 31,2006
    
    
    2005(unaudited)
    
    
    (restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    233,029
    
    
    $
    158,849Restricted cash
    
    
    5,984
    
    
    
    6,294Receivables, net
    
    
    140,982
    
    
    
    131,251Inventories, net
    
    
    24,269
    
    
    
    19,006Deferred income taxes, net
    
    
    37,200
    
    
    
    30,614Other current assets
    
    
    6,111
    
    
    
    6,473Total current assets
    
    
    447,575
    
    
    
    352,487Property, plant and equipment,net
    
    
    89,459
    
    
    
    85,640Goodwill
    
    
    55,551
    
    
    
    55,551Deferred income taxes,net
    
    
    146,509
    
    
    
    167,835Other non-current assets
    
    
    8,737
    
    
    
    8,864Total assets
    
    $
    747,831
    
    
    $
    670,377LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term obligations
    
    $
    54
    
    
    $
    76Accounts payable and accrued expenses
    
    
    117,736
    
    
    
    116,153Deferred revenues
    
    
    74,618
    
    
    
    30,281Total current liabilities
    
    
    192,408
    
    
    
    146,510Long-term obligations, net of current portion
    
    
    126,425
    
    
    
    126,459Other non-current liabilities
    
    
    
    
    
    
    87Total liabilities
    
    
    318,833
    
    
    
    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, 60,972,695 and

55,032,244 shares outstanding, respectively
    
    
    609
    
    
    
    550Additional paid-in capital
    
    
    609,327
    
    
    
    604,812Accumulated deficit
    
    
    (180,938
    )
    
    
    (208,041
    )Total stockholders equity
    
    
    428,998
    
    
    
    397,321Total liabilities and stockholders equity
    
    $
    747,831
    
    
    $
    670,377
 See accompanying notes to condensed consolidated financial statements
 1




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##### 



ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited, in thousands, except share data)
 Quarters Ended September 30,2006
    
    
    2005(restated)Revenues
    
    $
    197,812
    
    
    $
    159,324Cost of goods sold
    
    
    159,989
    
    
    
    129,211Gross profit
    
    
    37,823
    
    
    
    30,113Research and development expenses
    
    
    2,559
    
    
    
    1,077Selling, general and administrative expenses
    
    
    20,177
    
    
    
    16,866Income from operations
    
    
    15,087
    
    
    
    12,170Interest expense
    
    
    (3,097
    )
    
    
    (2,961
    )Interest income and other
    
    
    2,703
    
    
    
    1,443Income before income taxes
    
    
    14,693
    
    
    
    10,652Provision for income taxes
    
    
    (6,178
    )
    
    
    (3,886
    )Net income
    
    $
    8,515
    
    
    $
    6,766Basic net income per share
    
    $
    0.14
    
    
    $
    0.13Diluted net income per share
    
    $
    0.14
    
    
    $
    0.11
 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)
 Nine Months Ended September 30,2006
    
    
    2005(restated)Revenues
    
    $
    586,924
    
    
    $
    503,876Cost of goods sold
    
    
    473,111
    
    
    
    413,467Gross profit
    
    
    113,813
    
    
    
    90,409Research and development expenses
    
    
    7,261
    
    
    
    3,343Selling, general and administrative expenses
    
    
    59,028
    
    
    
    48,246Income from operations
    
    
    47,524
    
    
    
    38,820Interest expense
    
    
    (9,287
    )
    
    
    (8,588
    )Interest income and other
    
    
    8,323
    
    
    
    2,918Income before income taxes
    
    
    46,560
    
    
    
    33,150Provision for income taxes
    
    
    (19,457
    )
    
    
    (12,818
    )Net income
    
    $
    27,103
    
    
    $
    20,332Basic net income per share
    
    $
    0.47
    
    
    $
    0.37Diluted net income per share
    
    $
    0.43
    
    
    $
    0.33
 See accompanying notes to condensed consolidated financial statements
 3




---



##### 



ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 Nine Months Ended September 30,2006
    
    
    2005(restated)Cash Flows From Operating Activities:Net income
    
    $
    27,103
    
    
    $
    20,332Adjustments to reconcile net income to net cash provided by operating activities:Depreciation expense
    
    
    10,866
    
    
    
    10,536Deferred taxes
    
    
    14,740
    
    
    
    12,179Amortization of debt issuance costs
    
    
    459
    
    
    
    459Stock-based compensation and other
    
    
    6,142
    
    
    
    253Changes in assets and liabilities
    
    
    30,747
    
    
    
    (389
    )Net cash provided by operating activities
    
    
    90,057
    
    
    
    43,370Cash Flows From Investing Activities:Capital expenditures
    
    
    (14,513
    )
    
    
    (10,857
    )Change in cash restricted for letters of credit, net
    
    
    313
    
    
    
    3,041Net cash used in investing activities
    
    
    (14,200
    )
    
    
    (7,816
    )Cash Flows From Financing Activities:Payments on long-term obligations
    
    
    (56
    )
    
    
    (114
    )Repurchase of common stock
    
    
    (16,208
    )
    
    
    (19,999
    )Proceeds from issuances of common stock
    
    
    11,114
    
    
    
    5,498Tax benefit of share-based compensation
    
    
    3,473
    
    
    
    Net cash used in financing activities
    
    
    (1,677
    )
    
    
    (14,615
    )Net increase in cash and cash equivalents
    
    
    74,180
    
    
    
    20,939Cash and cash equivalents, beginning of period
    
    
    158,849
    
    
    
    125,504Cash and cash equivalents, end of period
    
    $
    233,029
    
    
    $
    146,443
 See accompanying notes to condensed consolidated financial statements.
 4




---



##### 



ORBITAL SCIENCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2006 and 2005
(Unaudited)
 (1) Basis of Presentation
    (2) Preparation of Condensed Consolidated Financial Statements
   5




---



##### 



(3) Restatement Related to Stock-Based Compensation Grants and Procedures
      6




---



##### 



Materiality Considering the Effects of
Prior Year Misstatements in Current Year Financial Statements
 7




---



##### 



(in thousands, except
share data)
 Quarter Ended
    
    
    Nine Months EndedSeptember 30, 2005
    
    
    September 30, 2005Selling, general and administrative expensesAs previously reported
    
    $
    16,803
    
    
    $
    47,910As restated
    
    $
    16,866
    
    
    $
    48,246Income from operationsAs previously reported
    
    $
    12,233
    
    
    $
    39,156As restated
    
    $
    12,170
    
    
    $
    38,820Provision for income taxesAs previously reported
    
    $
    3,905
    
    
    $
    12,940As restated
    
    $
    3,886
    
    
    $
    12,818Net incomeAs previously reported
    
    $
    6,810
    
    
    $
    20,546As restated
    
    $
    6,766
    
    
    $
    20,332Basic net income per shareAs previously reported
    
    $
    0.13
    
    
    $
    0.38As restated
    
    $
    0.13
    
    
    $
    0.37Diluted net income per shareAs previously reported
    
    $
    0.11
    
    
    $
    0.33As restated
    
    $
    0.11
    
    
    $
    0.33
 As ofDecember 31, 2005Deferred income taxes, netAs previously reported
    
    $
    166,248As restated
    
    $
    167,835Additional paid-in capitalAs previously reported
    
    $
    591,604As restated
    
    $
    604,812Accumulated deficitAs previously reported
    
    $
    196,420As restated
    
    $
    208,041
   8




---



##### 



(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,
space-related technical services and advanced human space exploration systems.
    
    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.
  9




---



##### 



(in thousands)
 Quarters Ended Sept. 30,
    
    
    Nine Months Ended Sept. 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Launch Vehicles:Revenues
    
    $
    71,176
    
    
    $
    79,798
    
    
    $
    230,244
    
    
    $
    247,636Operating income
    
    
    7,584
    
    
    
    8,598
    
    
    
    25,190
    
    
    
    26,306Identifiable assets
    
    
    107,853
    
    
    
    114,882
    (1)
    
    
    107,853
    
    
    
    114,882
    (1)Capital expenditures
    
    
    464
    
    
    
    692
    
    
    
    2,737
    
    
    
    4,258Depreciation
    
    
    1,255
    
    
    
    1,303
    
    
    
    3,730
    
    
    
    4,031Satellites and Space Systems:Revenues(2)
    
    $
    117,917
    
    
    $
    74,755
    
    
    $
    333,415
    
    
    $
    242,034Operating income
    
    
    7,110
    
    
    
    3,071
    
    
    
    21,030
    
    
    
    11,411Identifiable assets
    
    
    160,738
    
    
    
    135,903
    (1)
    
    
    160,738
    
    
    
    135,903
    (1)Capital expenditures
    
    
    3,272
    
    
    
    1,901
    
    
    
    9,752
    
    
    
    5,410Depreciation
    
    
    1,623
    
    
    
    1,211
    
    
    
    4,476
    
    
    
    3,618Transportation Management
Systems:Revenues
    
    $
    9,450
    
    
    $
    6,462
    
    
    $
    26,754
    
    
    $
    19,717Operating income
    
    
    615
    
    
    
    564
    
    
    
    1,526
    
    
    
    1,439Identifiable assets
    
    
    19,779
    
    
    
    19,251
    (1)
    
    
    19,779
    
    
    
    19,251
    (1)Capital expenditures
    
    
    222
    
    
    
    113
    
    
    
    501
    
    
    
    300Depreciation
    
    
    140
    
    
    
    136
    
    
    
    436
    
    
    
    459Corporate and Other:Revenues(3)
    
    $
    (731
    )
    
    $
    (1,691
    )
    
    $
    (3,489
    )
    
    $
    (5,511
    )Operating income
    
    
    (222
    )
    
    
    (63
    )(2)
    
    
    (222
    )
    
    
    (336
    )(2)Identifiable assets
    
    
    459,461
    
    
    
    400,341
    (1)(2)
    
    
    459,461
    
    
    
    400,341
    (1)(2)Capital expenditures
    
    
    820
    
    
    
    63
    
    
    
    1,523
    
    
    
    889Depreciation
    
    
    714
    
    
    
    742
    
    
    
    2,224
    
    
    
    2,428Consolidated:Revenues
    
    $
    197,812
    
    
    $
    159,324
    
    
    $
    586,924
    
    
    $
    503,876Operating income
    
    
    15,087
    
    
    
    12,170
    (2)
    
    
    47,524
    
    
    
    38,820
    (2)Identifiable assets
    
    
    747,831
    
    
    
    670,377
    (1)(2)
    
    
    747,831
    
    
    
    670,377
    (1)(2)Capital expenditures
    
    
    4,778
    
    
    
    2,769
    
    
    
    14,513
    
    
    
    10,857Depreciation
    
    
    3,732
    
    
    
    3,392
    
    
    
    10,866
    
    
    
    10,536
 
 (1)
    
    As of December 31, 2005.(2)
    
    Restated.(3)
    
    Corporate and other revenues are comprised primarily of the elimination
of intersegment sales. Satellites and space systems revenues include $0.4 million and $1.5
million of the intersegment sales in the quarters ended September 30, 2006 and 2005,
respectively, and include $2.2 million and $5.0 million of the intersegment sales in the
nine months ended September 30, 2006 and 2005, respectively. (5) Receivables
 (in thousands)
 September 30, 2006
    
    
    December 31, 2005Billed
    
    $
    47,227
    
    
    $
    31,546Unbilled
    
    
    93,870
    
    
    
    99,820Allowance for doubtful accounts
    
    
    (115
    )
    
    
    (115
    )Total
    
    $
    140,982
    
    
    $
    131,251
  10




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##### 



(6) Warranties
 (in thousands)
 Quarter Ended
    
    
    Quarter EndedSeptember 30, 2006
    
    
    September 30, 2005Balance at beginning of period
    
    $
    1,935
    
    
    $
    2,960Accruals during the period
    
    
    447
    
    
    
    122Reductions during the period
    
    
    (519
    )
    
    
    (389
    )Balance at end of period
    
    $
    1,863
    
    
    $
    2,693
 Nine Months Ended
    
    
    Nine Months EndedSeptember 30, 2006
    
    
    September 30, 2005Balance at beginning of period
    
    $
    2,028
    
    
    $
    3,145Accruals during the period
    
    
    1,120
    
    
    
    1,392Reductions during the period
    
    
    (1,285
    )
    
    
    (1,844
    )Balance at end of period
    
    $
    1,863
    
    
    $
    2,693
 (7) Earnings Per Share
 (in thousands)
 Quarter Ended
    
    
    Quarter EndedSeptember 30, 2006
    
    
    September 30, 2005Weighted average of outstanding shares for basic EPS
    
    
    60,390
    
    
    
    53,843Dilutive effect of outstanding stock options, units and warrants
    
    
    2,471
    
    
    
    8,020Shares for diluted EPS
    
    
    62,861
    
    
    
    61,863
 Nine Months Ended
    
    
    Nine Months EndedSeptember 30, 2006
    
    
    September 30, 2005Weighted average of outstanding shares for basic EPS
    
    
    57,272
    
    
    
    54,684Dilutive effect of outstanding stock options, units and warrants
    
    
    5,346
    
    
    
    7,730Shares for diluted EPS
    
    
    62,618
    
    
    
    62,414
 11




---



##### 



(8) Comprehensive Income
  (9) Debt
    (10) Equity-Based Compensation
 Share-Based Payment Accounting for Stock Issued to Employees, Accounting for Stock-Based Compensation
 12




---



##### 



Equity-Based Compensation Plans
   13




---



##### 



Equity-Based Transactions
  Restricted Stock Units
    
    
    OptionsWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Weighted
    
    
    AverageMeasure-
    
    
    
    
    
    
    Average
    
    
    RemainingNumber of
    
    
    ment Date
    
    
    Number of
    
    
    Exercise
    
    
    ContractualUnits
    
    
    Fair Value
    
    
    Shares
    
    
    Price
    
    
    Term (Years)Outstanding at December 31, 2005
    
    
    745,000
    
    
    $
    12.11
    (1)
    
    
    6,532,139
    
    
    $
    10.06
    
    
    
    5.28Granted
    
    
    673,750
    
    
    
    17.68
    
    
    
    55,000
    
    
    
    12.98Exercised
    
    
    
    
    
    
    
    
    
    
    (1,260,628
    )
    
    
    7.79Vested
    
    
    (244,680
    )
    
    
    12.11
    
    
    
    
    
    
    
    Forfeited
    
    
    (19,342
    )
    
    
    12.29
    
    
    
    (11,545
    )
    
    
    7.02Expired
    
    
    
    
    
    
    
    
    
    
    (173,466
    )
    
    
    13.14Outstanding at September 30,
2006
    
    
    1,154,728
    
    
    $
    15.35
    
    
    
    5,141,500
    
    
    $
    10.55
    
    
    
    4.59
 
 (1)
    
    Restated.   Options Outstanding
    
    Options ExercisableWeighted AverageRemaining
    
    Weighted
    
    
    
    WeightedRange of
    
    Number
    
    Contractual Term
    
    Average
    
    Number
    
    AverageExercise Prices
    
    Outstanding
    
    (Years)
    
    Exercise Price
    
    Exercisable
    
    Exercise Price$1.30-$5.79
    
    1,854,046
    
    5.65
    
    $  4.82
    
    1,854,046
    
    $  4.826.15-12.25
    
    2,207,910
    
    4.80
    
    10.43
    
    2,187,911
    
    10.4312.40-43.31
    
    1,079,544
    
    2.34
    
    20.62
    
    1,024,544
    
    21.03$1.30-$43.31
    
    5,141,500
    
    4.59
    
    $10.55
    
    5,066,501
    
    $10.52
   14




---



##### 



Nine Months EndedSeptember 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
      Quarter Ended
    
    
    Nine Months EndedSeptember 30, 2005
    
    
    September 30, 2005Volatility
    
    
    58
    %
    
    
    58
    %Risk-free interest rate
    
    
    3.91
    %
    
    
    3.57
    %Weighted-average fair value per share at grant date
    
    
    $4.97
    
    
    
    $4.76Expected dividend yield
    
    
    
    
    
    
    Expected life of options (years)
    
    
    3.5
    
    
    
    3.5
 15




---



##### 



(in thousands, except per share
amounts)
 Quarter Ended
    
    
    Nine Months EndedSeptember 30, 2005
    
    
    September 30, 2005(restated)
    
    
    (restated)Net income, as reported
    
    $
    6,766
    
    
    $
    20,332Stock-based compensation expense per fair-value-based method
    
    
    (399
    )
    
    
    (1,770
    )Pro forma net income
    
    $
    6,367
    
    
    $
    18,562Earnings per share:Basicas reported
    
    $
    0.13
    
    
    $
    0.37Basicpro forma
    
    $
    0.12
    
    
    $
    0.34Dilutedas reported
    
    $
    0.11
    
    
    $
    0.33Dilutedpro forma
    
    $
    0.10
    
    
    $
    0.30
 (11) Commitments and Contingencies
 U.S. Government Contracts
    16




---



##### 



Litigation
  (12) New Accounting Pronouncements
    17




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Restatement Related to Stock-Based Compensation Grants and Procedures
    18




---



##### 



Materiality Considering the Effects of Prior Year
Misstatements in Current Year Financial Statements
 19




---



##### 



Consolidated Results of Operations for the Quarters and Nine Months Ended September 30, 2006 and 2005
 Revenues
  Gross Profit
 20




---



##### 



Research and Development Expenses
 Selling, General and Administrative Expenses
 Share-Based Payment,
 Interest Expense
 Interest Income and Other
 21




---



##### 



Income Taxes
 Net Income
 Segment Results
  (in thousands)
 Quarters Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues:Launch Vehicles
    
    $
    71,176
    
    
    $
    79,798
    
    
    $
    230,244
    
    
    $
    247,636Satellites and Space Systems
    
    
    117,917
    
    
    
    74,755
    
    
    
    333,415
    
    
    
    242,034Transportation Management Systems
    
    
    9,450
    
    
    
    6,462
    
    
    
    26,754
    
    
    
    19,717Corporate and Other
    
    
    (731
    )
    
    
    (1,691
    )
    
    
    (3,489
    )
    
    
    (5,511
    )Total
    
    $
    197,812
    
    
    $
    159,324
    
    
    $
    586,924
    
    
    $
    503,876Income from Operations:Launch Vehicles
    
    $
    7,584
    
    
    $
    8,598
    
    
    $
    25,190
    
    
    $
    26,306Satellites and Space Systems
    
    
    7,110
    
    
    
    3,071
    
    
    
    21,030
    
    
    
    11,411Transportation Management Systems
    
    
    615
    
    
    
    564
    
    
    
    1,526
    
    
    
    1,439Corporate and Other
    
    
    (222
    )
    
    
    (63
    )(1)
    
    
    (222
    )
    
    
    (336
    )(1)Total
    
    $
    15,087
    
    
    $
    12,170
    (1)
    
    $
    47,524
    
    
    $
    38,820
    (1)
 
 (1) Restated Third Quarter 2006 Compared with Third Quarter 2005
 Launch Vehicles
 22




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##### 



Satellites and Space Systems
  Transportation Management Systems
 23




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##### 



Corporate and Other
 Nine Months Ended September 30, 2006 Compared with Nine Months Ended September 30, 2005
 Launch Vehicles
  Satellites and Space Systems
  24




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Transportation Management Systems
 Corporate and Other
 Backlog
   Liquidity and Capital Resources
 Cash Flow from Operating Activities
 Cash Flow from Investing Activities
 25




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##### 



Cash Flow from Financing Activities
     Available Cash and Future Funding
  26




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##### 



Off-Balance Sheet Arrangements
  New Accounting Pronouncements
    27




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##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     28




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##### 



ITEM 4. CONTROLS AND PROCEDURES
 Restatement Related to Stock-Based Compensation Grants and Procedures
  Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  29




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PART II
 OTHER INFORMATION
 ITEM 1.
    
    LEGAL PROCEEDINGSOn May 26, 2005, the United States Attorneys Office for the District of Arizona
commenced an investigation which we believe is focused on contracting matters
related to certain U.S. government launch vehicle programs. We are cooperating
fully with U.S. government authorities in connection with this investigation, and
management strongly supports and is committed to the U.S. governments procurement
integrity processes. We cannot predict whether the government ultimately will
conclude that there have been violations by us of any federal contracting laws,
policies or procedures, or any other applicable laws. Should any such violations be
alleged or found, we could face the possibility of criminal, civil and/or
administrative penalties depending on the nature of such violations.We are party to certain litigation or proceedings arising in the ordinary course of
business. In the opinion of management, the probability is remote that the outcome
of any such litigation or proceedings will have a material adverse effect on our
results of operations or financial condition.ITEM 1A.
    
    RISK FACTORSThere are no material changes to the risk factors disclosed in the companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2005.ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS(a) None.(b) None.(c) None.ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIESNot applicable.
 30




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ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSNot applicable.ITEM 5.
    
    OTHER INFORMATIONNot applicable.ITEM 6.
    
    EXHIBITS(a)
    
    Exhibits  A complete listing of exhibits required is given in the Exhibit Index.
 
 31




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##### 



SIGNATURES
  ORBITAL SCIENCES CORPORATIONDATED: November 14, 2006
    By:
    /s/ David W. ThompsonDavid W. ThompsonChairman and Chief Executive Officer DATED: November 14, 2006
    By:
    /s/ Garrett E. PierceGarrett E. PierceVice Chairman and Chief Financial Officer 32




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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
    
    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).4.3
    
    Form of Rights Certificate (incorporated by reference to
Exhibit 3 to the companys Report on Form 8-A filed on
November 2, 1998).4.4
    
    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).4.5
    
    Form of 9% Senior Note due 2011 (incorporated by reference to
Exhibit 4.2
 33




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Exhibit No.
    
    Descriptionto the companys Current Report on Form 8-K filed on July 18, 2003).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).
 34