UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 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
    
    06-1209561(State of Incorporation of Registrant)
    
    (I.R.S. Employer Identification No.)
 21839 Atlantic Boulevard
Dulles, Virginia 20166
 (703) 406-5000
 þ o
 o o
  Large
accelerated
filer þAccelerated
filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



PART I
 FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
 March 31,
    
    
    December 31,2009
    
    
    2008(As Adjusted)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    324,495
    
    
    $
    328,307Receivables, net
    
    
    211,791
    
    
    
    203,111Inventories, net
    
    
    38,907
    
    
    
    33,434Deferred income taxes, net
    
    
    37,090
    
    
    
    35,368Other current assets
    
    
    10,037
    
    
    
    8,951Total current assets
    
    
    622,320
    
    
    
    609,171Investments
    
    
    14,700
    
    
    
    16,700Property, plant and equipment,net
    
    
    106,910
    
    
    
    104,880Goodwill
    
    
    55,551
    
    
    
    55,551Deferred income taxes,net
    
    
    57,573
    
    
    
    63,206Other non-current assets
    
    
    14,187
    
    
    
    4,387Total assets
    
    $
    871,241
    
    
    $
    853,895LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    177,843
    
    
    $
    179,658Deferred revenues and customer advances
    
    
    100,402
    
    
    
    80,059Total current liabilities
    
    
    278,245
    
    
    
    259,717Long-term obligations
    
    
    116,576
    
    
    
    115,372Other non-current liabilities
    
    
    7,262
    
    
    
    5,700Total liabilities
    
    
    402,083
    
    
    
    380,789Commitments 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, 56,572,199 and
57,499,260 shares outstanding, respectively
    
    
    566
    
    
    
    575Additional paid-in capital
    
    
    535,866
    
    
    
    547,389Accumulated other comprehensive loss
    
    
    (4,431
    )
    
    
    (2,813
    )Accumulated deficit
    
    
    (62,843
    )
    
    
    (72,045
    )Total stockholders
equity
    
    
    469,158
    
    
    
    473,106Total liabilities and stockholders equity
    
    $
    871,241
    
    
    $
    853,895
 See accompanying notes to condensed consolidated financial statements
 1




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##### 



ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited, in thousands, except per share data)
 Quarters Ended March 31,2009
    
    
    2008(As Adjusted)Revenues
    
    $
    295,741
    
    
    $
    283,545Cost of revenues
    
    
    246,348
    
    
    
    234,682Research and development expenses
    
    
    18,971
    
    
    
    8,204Selling, general and administrative expenses
    
    
    19,258
    
    
    
    20,668Income from operations
    
    
    11,164
    
    
    
    19,991Investment impairment charge
    
    
    (700
    )
    
    
    Interest income and other
    
    
    5,663
    
    
    
    2,386Interest expense
    
    
    (2,257
    )
    
    
    (2,134
    )Income from continuing operations before income taxes
    
    
    13,870
    
    
    
    20,243Income tax provision
    
    
    (4,668
    )
    
    
    (8,181
    )Income from continuing operations
    
    
    9,202
    
    
    
    12,062Income from discontinued operations, net of taxes
    
    
    
    
    
    
    949Net income
    
    $
    9,202
    
    
    $
    13,011Basic income per share:Income from continuing operations
    
    $
    0.16
    
    
    $
    0.20Income from discontinued operations
    
    
    
    
    
    
    0.02Net income
    
    
    0.16
    
    
    
    0.22Diluted income per share:Income from continuing operations
    
    $
    0.16
    
    
    $
    0.20Income from discontinued operations
    
    
    
    
    
    
    0.02Net income
    
    
    0.16
    
    
    
    0.21
 See accompanying notes to condensed consolidated financial statements
 2




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##### 



ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 Quarters Ended March 31,2009
    
    
    2008(As Adjusted)Operating Activities:Net income
    
    $
    9,202
    
    
    $
    13,011Adjustments to reconcile net income to net cash provided by operating activities:Investment impairment charge
    
    
    700
    
    
    
    Depreciation expense
    
    
    4,876
    
    
    
    4,535Deferred income taxes
    
    
    4,046
    
    
    
    7,365Stock-based compensation and other
    
    
    3,837
    
    
    
    3,255Changes in assets and liabilities
    
    
    (6,595
    )
    
    
    (3,617
    )Net cash provided by operating activities
    
    
    16,066
    
    
    
    24,549Investing Activities:Capital expenditures
    
    
    (5,897
    )
    
    
    (6,736
    )Net cash used in investing activities
    
    
    (5,897
    )
    
    
    (6,736
    )Financing Activities:Repurchase of common stock
    
    
    (14,580
    )
    
    
    (11,781
    )Net proceeds from issuances of common stock
    
    
    529
    
    
    
    1,656Tax benefit of stock-based compensation
    
    
    70
    
    
    
    743Net cash used in financing activities
    
    
    (13,981
    )
    
    
    (9,382
    )Net (decrease) increase in cash and cash equivalents
    
    
    (3,812
    )
    
    
    8,431Cash and cash equivalents, beginning of period
    
    
    328,307
    
    
    
    235,822Cash and cash equivalents, end of period
    
    $
    324,495
    
    
    $
    244,253
 See accompanying notes to condensed consolidated financial statements.
 3




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##### 



ORBITAL SCIENCES CORPORATION  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  March 31, 2009 and 2008  (Unaudited)
 (1) Basis of Presentation
    (2) Preparation of Condensed Consolidated Financial Statements
   (3) Prior Period Adjustment for Adoption of New Accounting Standard
 Accounting for Convertible Debt Instruments
That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).
 4




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##### 



(in thousands, except per share data)
 Previously Reported
    
    Adjustment
    
    As AdjustedInterest expense
    
    $
    (1,045
    )
    
    $
    (1,089
    )
    
    $
    (2,134
    )Income from continuing operations before taxes
    
    
    21,332
    (1)
    
    
    (1,089
    )
    
    
    20,243Income tax provision
    
    
    (8,599
    )(1)
    
    
    418
    
    
    
    (8,181
    )Net income
    
    
    13,682
    
    
    
    (671
    )
    
    
    13,011Basic net income per share
    
    $
    0.23
    
    
    $
    (0.01
    )
    
    $
    0.22Diluted net income per share
    
    
    0.23
    
    
    
    (0.02
    )(2)
    
    
    0.21
    (2)
 
 (1)
    
    Reflects the reclassification to discontinued operations of the transportation
management systems business unit which was sold in the second quarter of 2008.(2)
    
    Reflects the impact of the adoption of FASB FSP No. EITF 03-6-1 (see Note 5). 5




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##### 



(in thousands)
 Previously Reported
    
    Adjustment
    
    As AdjustedNon-current deferred income taxes, net
    
    $
    73,851
    
    
    $
    (10,645
    )
    
    $
    63,206Other non-current assets
    
    
    5,033
    
    
    
    (646
    )
    
    
    4,387Total assets
    
    
    865,186
    
    
    
    (11,291
    )
    
    
    853,895Long-term obligations
    
    
    143,750
    
    
    
    (28,378
    )
    
    
    115,372Total liabilities
    
    
    409,167
    
    
    
    (28,378
    )
    
    
    380,789Additional paid-in capital
    
    
    525,027
    
    
    
    22,362
    
    
    
    547,389Accumulated deficit
    
    
    (66,770
    )
    
    
    (5,275
    )
    
    
    (72,045
    )Total stockholders equity
    
    
    456,019
    
    
    
    17,087
    
    
    
    473,106
 (4) Industry Segment Information
  
    
    Launch Vehicles.Rockets that are used as interceptor and target vehicles for missile
defense systems, small- and medium-class space launch vehicles that place satellites into
Earth orbit, and suborbital launch vehicles that place payloads into a variety of
high-altitude trajectories.
    
    Satellites and Space Systems.Small- and medium-class spacecraft that are used to
enable global and regional communications and broadcasting, to conduct space-related
scientific research, to carry out interplanetary and other deep-space exploration missions,
to enable national security applications, to collect imagery and other remotely-sensed data
about the Earth and to demonstrate new space technologies.
    
    Advanced Space Programs.Human-rated space systems for Earth-orbit and lunar
exploration, advanced launch systems for medium-class satellites, and small satellites and
satellite subsystems primarily used for national security space programs and to demonstrate
new space technologies.
  6




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##### 



(in thousands)
 Quarters Ended March 31,2009
    
    
    2008Launch Vehicles:Revenues(1)
    
    $
    119,240
    
    
    $
    105,257Operating income
    
    
    4,286
    
    
    
    7,615Identifiable assets
    
    
    154,528
    
    
    
    127,609

(2)Capital expenditures
    
    
    1,460
    
    
    
    4,002Depreciation
    
    
    1,611
    
    
    
    1,287Satellites and Space Systems:Revenues(1)
    
    $
    110,157
    
    
    $
    106,402Operating income
    
    
    7,800
    
    
    
    7,869Identifiable assets
    
    
    169,038
    
    
    
    164,119

(2)Capital expenditures
    
    
    3,524
    
    
    
    1,856Depreciation
    
    
    2,176
    
    
    
    2,141Advanced Space Programs:Revenues
    
    $
    68,346
    
    
    $
    72,609Operating income
    
    
    (922
    )
    
    
    4,841Identifiable assets
    
    
    82,531
    
    
    
    85,185

(2)Capital expenditures
    
    
    578
    
    
    
    Depreciation
    
    
    3
    
    
    
    3Corporate and Other:Revenues(1)
    
    $
    (2,002
    )
    
    $
    (723
    )Operating income
    
    
    
    
    
    
    (334
    )Identifiable assets
    
    
    465,144
    
    
    
    476,982

(2)(3)(4)Capital expenditures
    
    
    335
    
    
    
    878

(3)Depreciation
    
    
    1,086
    
    
    
    1,104

(3)Consolidated:Revenues
    
    $
    295,741
    
    
    $
    283,545Operating income
    
    
    11,164
    
    
    
    19,991Identifiable assets
    
    
    871,241
    
    
    
    853,895
    (2)(4)Capital expenditures
    
    
    5,897
    
    
    
    6,736Depreciation
    
    
    4,876
    
    
    
    4,535
 
 (1)
    
    Corporate and other revenues are comprised solely of the elimination of
intersegment sales. Launch vehicles segment revenues include $0.9 million and $0.1
million of intersegment sales in the quarters ended March 31, 2009 and 2008, respectively.
Satellites and space systems segment revenues include $1.0 million and $0.5 million of
intersegment sales in the quarters ended March 31, 2009 and 2008, respectively.(2)
    
    As of December 31, 2008.(3)
    
    Includes amounts attributable to a former business unit that was sold in
the second quarter of 2008.(4)
    
    As adjusted (see Note 3). 7




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##### 



(5) Earnings Per Share
 (in thousands, except per share amounts):
 Quarters Ended March 31,Numerator
    

2009
    
    

2008Income from continuing operations
    
    $
    9,202
    
    
    $
    12,062Percentage allocated to shareholders (1)
    
    
    98.5
    %
    
    
    98.2
    %Numerator for basic and diluted earnings per share
    
    $
    9,064
    
    
    $
    11,845DenominatorDenominator for basic earnings per share  weighted-average shares
outstanding
    
    
    57,189
    
    
    
    58,495Dilutive effect of stock options
    
    
    664
    
    
    
    1,308Denominator for diluted earnings per share
    
    
    57,853
    
    
    
    59,803Per share income from continuing operationsBasic
    
    $
    0.16
    
    
    $
    0.20Diluted
    
    
    0.16
    
    
    
    0.20
 
 (1)     Basic weighted-average shares outstanding
    
    
    57,189
    
    
    
    58,495Basic weighted-average shares outstanding and unvested restricted
share units expected to vest
    
    
    58,063
    
    
    
    59,581Percentage allocated to shareholders
    
    
    98.5
    %
    
    
    98.2
    %
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities,
  8




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##### 



(6) Receivables
 (in thousands)
 March 31,
    
    
    December 31,2009
    
    
    2008Billed
    
    $
    48,817
    
    
    $
    51,156Unbilled
    
    
    162,974
    
    
    
    151,955Total
    
    $
    211,791
    
    
    $
    203,111
     (7) Inventories
  (8) Investments
  9




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##### 



Fair Value Measurements
   10




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##### 



(in
thousands)
 Quarters Ended March 31,2009
    
    
    2008Fair value at beginning of period
    
    $
    16,700
    
    
    $
    28,000Temporary impairment charges
    
    
    (1,300
    )
    
    
    (2,500
    )Other-than-temporary impairment charges
    
    
    (700
    )
    
    
    Net change in fair value
    
    
    (2,000
    )
    
    
    (2,500
    )Fair value at end of period
    
    $
    14,700
    
    
    $
    25,500
  (9) Debt
 Convertible Notes
     11




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##### 



Credit Facility
  Debt Covenants
  (10) Comprehensive Income
 (in thousands)
 Quarters Ended March 31,2009
    
    
    2008(As Adjusted)Net income
    
    $
    9,202
    
    
    $
    13,011Unrealized loss on investments
    
    
    (1,300
    )
    
    
    (2,500
    )Defined benefit plans, net of tax
    
    
    (318
    )
    
    
    (610
    )Total comprehensive income
    
    $
    7,584
    
    
    $
    9,901
  12




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##### 



(11) Stock-Based Compensation
  Restricted Stock Units
    
    
    Stock OptionsWeighted Average
    
    
    
    
    
    
    WeightedNumber of
    
    
    Measurement Date
    
    
    Number of
    
    
    AverageUnits
    
    
    Fair Value
    
    
    Options
    
    
    Exercise PriceOutstanding at December 31, 2008
    
    
    877,794
    
    
    $
    23.01
    
    
    
    2,500,233
    
    
    $
    9.01Granted(1)
    
    
    22,510
    
    
    
    18.95
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    (23,235
    )
    
    
    7.66Vested
    
    
    (20,928
    )
    
    
    23.10
    
    
    
    
    
    
    
    Forfeited
    
    
    (9,345
    )
    
    
    22.52
    
    
    
    (7,500
    )
    
    
    12.15Expired
    
    
    
    
    
    
    
    
    
    
    (21,000
    )
    
    
    43.31Outstanding at March 31, 2009
    
    
    870,031
    
    
    $
    22.91
    
    
    
    2,448,498
    (2)
    
    $
    8.72
 
 (1)
    
    The fair value of restricted stock unit grants is determined based on the closing
market price of Orbitals common stock on the date of grant. Such value is recognized as
expense over the service period, net of estimated forfeitures.(2)
    
    The weighted average remaining contractual term is 3.19 years. Quarters Ended March 31,(in millions)
    
    2009
    
    2008Stock-based compensation expense
    
    $
    2.5
    
    
    $
    2.1Income tax benefit related to stock-based compensation expense
    
    
    0.8
    
    
    
    0.7Intrinsic value of options exercised computed as the market
price on the exercise date less the price paid to exercise the options
    
    
    0.2
    
    
    
    1.8Cash received from exercise of options
    
    
    0.2
    
    
    
    1.4Tax benefit recorded as credits to additional paid-in capital related
to stock-based compensation transactions
    
    
    0.1
    
    
    
    0.7
 As of(in millions)
    
    March 31, 2009Shares of common stock available for grant under stock-based incentive plans
    
    
    1.5Aggregate intrinsic value of restricted stock units that are expected to vest
    
    $
    10.3Unrecognized compensation expense related to non-vested restricted stock units, expected to
be recognized over a weighted-average period of 1.57 years
    
    
    12.4Aggregate intrinsic value of stock options outstanding, all fully vested
    
    
    9.0
 (12) Research and Development
  13




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##### 



(13) Income Taxes
  (14) Commitments and Contingencies
 U.S. Government Contracts
    14




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##### 



Litigation
  (15) Recent Accounting Pronouncements
 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have
Significantly Decreased and Identifying Transactions That Are Not Orderly Recognition and Presentation of Other-Than-Temporary Impairments Interim Disclosures about Fair Value of Financial Instruments
 15




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##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
    
    Launch Vehicles.Rockets that are used as interceptor and target vehicles for missile
defense systems, small- and medium-class space launch vehicles that place satellites into
Earth orbit, and suborbital launch vehicles that place payloads into a variety of
high-altitude trajectories.
    
    Satellites and Space Systems.Small- and medium-class spacecraft that are used to
enable global and regional communications and broadcasting, to conduct space-related
scientific research, to carry out interplanetary and other deep-space exploration missions,
to enable national security applications, to collect imagery and other remotely-sensed data
about the Earth and demonstrate new space technologies.
    
    Advanced Space Programs.Human-rated space systems for Earth-orbit and lunar
exploration, advanced launch systems for medium-class satellites, and small satellites and
satellite subsystems primarily used for national security space programs and to demonstrate
new space technologies.
  Consolidated Results of Operations for the Quarters Ended March 31, 2009 and 2008
 Prior Period Adjustment For Adoption of New Accounting Standard
 16




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##### 



Revenues
 Operating
Income
 Research
and Development Expenses
   17




---



##### 



Investment Impairment Charge
 Interest Income and Other
 Interest Expense
 Income Taxes
 Net Income
 18




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##### 



Segment Results for the Quarters Ended March 31, 2009 and 2008
   Launch Vehicles
  First Quarter(in thousands, except percentages)
    
    2009
    
    2008
    
    % ChangeRevenues
    
    $
    119,240
    
    
    $
    105,257
    
    
    
    13
    %Operating income
    
    
    4,286
    
    
    
    7,615
    
    
    
    (44
    %)Operating margin
    
    
    3.6
    %
    
    
    7.2
    %
    19




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##### 



Satellites and Space Systems
  First Quarter(in thousands, except percentages)
    
    2009
    
    2008
    
    % ChangeRevenues
    
    $
    110,157
    
    
    $
    106,402
    
    
    
    4
    %Operating income
    
    
    7,800
    
    
    
    7,869
    
    
    
    (1
    %)Operating margin
    
    
    7.1
    %
    
    
    7.4
    %
    Advanced Space Programs
  First Quarter(in thousands, except percentages)
    
    2009
    
    2008
    
    % ChangeRevenues
    
    $
    68,346
    
    
    $
    72,609
    
    
    
    (6
    %)Operating income
    
    
    (922
    )
    
    
    4,841
    
    
    
    (119
    %)Operating margin
    
    
    (1.3
    %)
    
    
    6.7
    %
    20




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##### 



Corporate and Other
  Backlog
   Liquidity and Capital Resources
 Cash Flow from Operating Activities
  Cash Flow from Investing Activities
  Cash Flow from Financing Activities
  Convertible Notes
 21




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##### 



Credit Facility 
 Debt Covenants 
 Available Cash and Future Funding
   22




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##### 



Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
 Determining Fair Value When the Volume and Level of Activity for the Asset
or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly Recognition and Presentation of Other-Than-Temporary
Impairments Interim Disclosures about Fair Value of
Financial Instruments
 23




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##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Uncertainties in the Credit Markets
  Foreign Currency Exchange Rate Risk
   Interest Rate Risk
    24




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##### 



Deferred Compensation Plan
  ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes
in Internal Controls Over Financial Reporting
  25




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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
    26




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##### 



Maximum Number(or ApproximateTotal Number of
    
    Dollar Value) ofShares Purchased as
    
    Shares That May YetPart of Publicly
    
    Be Purchased UnderTotal Number of
    
    Average Price Paid
    
    Announced Plans or
    
    the Plans orPeriod
    
    Shares Purchased
    
    Per Share
    

Programs (1)
    

Programs (1)January 1, 2009 to
January 31, 2009
    
    
    154,608
    
    
    $
    17.31
    
    
    
    154,608
    
    
    $
    9,640,190February 1, 2009 to
February 28, 2009
    
    
    343,000
    
    
    
    16.10
    
    
    
    343,000
    
    
    
    4,119,080March 1, 2009 to
March 31, 2009
    
    
    509,358
    
    
    
    12.53
    
    
    
    509,358
    
    
    
    47,736,316TOTAL
    
    
    1,006,966
    
    
    $
    14.48
    
    
    
    1,006,966
    
    
    $
    47,736,316
 
 (1)
    
    On April 25, 2008, we announced a plan (2008 Plan), to repurchase up to $50
million of outstanding common stock through April 24, 2009, subject to certain conditions.
During the quarter ended March 31, 2009, the company purchased 827,265 shares of its common
stock pursuant to the 2008 Plan, which resulted in the full
utilization of the 2008 Plan. On
March 6, 2009, we announced the companys new plan (2009 Plan), to repurchase up to $50
million of outstanding common stock through March 5, 2010, subject to certain conditions. All
other purchases during the quarter ended March 31, 2009, were made pursuant to the 2009 Plan.
The purchases made pursuant to both our 2008 Plan and 2009 Plan were made in open market
transactions. ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  ITEM 5. OTHER INFORMATION
  ITEM 6. EXHIBITS
 Exhibits
 27




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SIGNATURES
  ORBITAL SCIENCES CORPORATIONDATED:  April 29, 2009
    By:
    /s/ David W. ThompsonDavid W. ThompsonChairman and Chief Executive OfficerDATED:  April 29, 2009
    By:
    /s/ Garrett E. PierceGarrett E. PierceVice Chairman and Chief Financial Officer 28




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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).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
    
    Indenture dated as of December 13, 2006, by and between
Orbital Sciences Corporation and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1 to the
companys Current Report on Form 8-K filed on December 13,
2006).4.3
    
    Form of 2.4375% Convertible Senior Subordinated Note due 2027
(incorporated by reference to Exhibit 4.2 to the companys
Current Report on Form 8-K filed on December 13, 2006).4.4
    
    Registration Rights Agreement dated as of December 13, 2006,
by and among Orbital Sciences Corporation, Wachovia Capital
Markets, LLC and Banc of America Securities LLC (incorporated
by reference to Exhibit 4.3 to the companys Current Report
on Form 8-K filed on December 13, 2006).10.1
    
    Amendment dated as of January 20, 2009 to Purchase Contract
by and between Orbital Sciences Corporation and The Boeing
Company (incorporated by reference to Exhibit 10.22 to the
companys Annual Report on Form 10-K filed on March 2, 2009).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).
 29




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Exhibit No.
    
    Description31.2
    
    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).
 30