UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED] for the fiscal year ended December 31, 1995
-------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from
________________________ to _____________________________
Commission file number: 1-6179
THIOKOL CORPORATION
RETIREMENT SAVINGS AND
INVESTMENT PLAN
---------------
(Full title of the plan and address of the plan, if different from
that of the issuer named below)
THIOKOL CORPORATION
2475 Washington Blvd., Ogden, Utah 84401-2398
---------------------------------------------
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE>
Thiokol Corporation
Retirement Savings and Investment Plan
Audited Financial Statements
December 31, 1995 and 1994
With
Report of Independent Auditors
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
- ---------------------------------------------------------------------------
Audited Financial Statements
December 31, 1995 and 1994
Report of Independent Auditors................................... 1
Statements of Net Assets Available for Benefits.................. 2
Statements of Changes in Net Assets Available for Benefits....... 3
Notes to Financial Statements.................................... 4
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
Report of Independent Auditors
------------------------------
Compensation Committee
of the Board of Directors
Thiokol Corporation
We have audited the accompanying statements of net assets available for
benefits of the Thiokol Corporation Retirement Savings and Investment Plan
as of December 31, 1995 and 1994, and the related statements of changes in
net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
at December 31, 1995 and 1994, and the changes in its net assets available
for benefits for the years then ended, in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
April 10, 1996
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
- -----------------------------------------------
December 31
1995 1994
--------------- -----------
ASSETS
Investments, at fair value - Note C
Fixed Return Fund $163,336,852 $203,440,006
Government Securities Fund 4,379,716 5,686,998
Balanced Fund 15,822,687
Equity Index Fund 61,948,646 39,643,555
International Equity Fund 6,904,729
Aggressive Equity Fund 10,603,268
Thiokol Corporation Stock Fund 18,895,744 18,386,524
-------------- --------------
TOTAL INVESTMENTS 281,891,642 267,157,083
Loans to participants 18,434,710 15,794,127
Accrued income receivable 919,096
---------------- --------------
TOTAL ASSETS 301,245,448 282,951,210
LIABILITIES
Withdrawals payable 331,368 158,593
---------------- ----------------
NET ASSETS AVAILABLE
FOR BENEFITS $300,914,080 $282,792,617
============ ============
See notes to Financial Statements.
2
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- ----------------------------------------------------------
Year Ended December 31
1995 1994
------------------ ---------------
Contributions and investment income
Company contributions 5,302,304 $ 6,025,539
Participant contributions 15,594,684 17,791,338
Rollover contributions 365,960 67,815
Dividend income 2,488,413 683,928
Interest income 11,095,983 13,595,495
-------------- --------------
TOTAL CONTRIBUTIONS AND
INVESTMENT INCOME 34,847,344 38,164,115
Net gain on sale of plan assets - Note D 4,443,770 1,172,392
Net unrealized appreciation in fair
value of investments - Note C 14,548,580 90,739
Participant payments (36,181,046) (23,780,580)
Administrative expenses (402,642)
Plan transfers 865,457 (119,635)
----------- ----------------
NET INCREASE 18,121,463 15,527,031
Net assets available for benefits at
beginning of year 282,792,617 267,265,586
------------- -------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $300,914,080 $282,792,617
============ ============
See notes to Financial Statements.
3
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
General:
- --------
All investments of the Thiokol Corporation Retirement Savings and
Investment Plan (the Plan) are held by the Thiokol Corporation Master
Savings Trust (the Trust). The Trust invests the assets of four employee
retirement savings and investment plans and one pension plan of Thiokol
Corporation (the Company). The Northern Trust Company (the Trustee) is
custodian of the Trust's investments.
Effective January 1, 1995, the Company enhanced the Plan by converting to a
daily valuation system and expanding the investment fund choices by adding
three new funds: the Balanced Fund, the International Equity Fund, and the
Aggressive Equity Fund. See Note C for a description of the seven funds in
which the assets of the Plan are invested.
Under the daily valuation system, a Net Asset Value (NAV) is computed daily
for each fund based on the current fair value of the fund's assets. On
January 1, 1995, the NAV of each fund was established at $10.00. A
participant's fund balance is computed by multiplying the NAV by the number
of units owned.
The Company's and participants' contributions, loans made to participants,
repayments received from participants, and benefit payments or withdrawals
are specifically identified for each plan. Income (loss) is allocated to
the various plans based upon each plan's proportionate share of the fair
value of the Trust's assets related to that income. Asset values in the
Plan reflect the deduction of brokerage commissions, related transaction
costs and other fees assessed by the various investment managers. Costs
incurred by the Plan to administer the daily valuation system are allocated
daily to each investment fund as a reduction of the NAV at an annual rate
of fifteen one hundreths of one percent. All other Plan administrative and
general expenses are paid by the Company.
Reclassification:
- -----------------
Certain reclassifications were made to the 1994 financial statements to
conform with the 1995 presentation.
4
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investments:
- ------------
There are seven investment options and an employee loan option under the
Plan. Investment options are: the Fixed Return Fund, the Government
Securities Fund, the Balanced Fund, the Equity Index Fund, the
International Equity Fund, the Aggressive Equity Fund, and the Company
Stock Fund. Investment managers for each fund are appointed by the
Compensation Committee of the Company's Board of Directors.
Investments in the stock of the Company are recorded at fair market value
as determined by the closing price on the New York Stock Exchange.
The investment managers for the Equity Index, Balanced, International
Equity, and Aggressive Equity funds provide the composite value of their
respective funds on a daily basis to the Trustee and are based upon each
investment's closing price from the appropriate exchange or closing bid
prices from investment brokerage firms.
The Fixed Return and Government Securities Contracts are valued at contract
value, which represents periodic deposit amounts net of funds used to pay
participants' withdrawals, plus credited interest at the contract rate. The
interest rate for each contract is reviewed and may be adjusted
semi-annually to reflect current interest rates. The stated interest rate
has been adjusted for estimated contract transaction and plan
administration costs.
Funds may be invested on a temporary basis in common trust funds.
Participation units in common trust funds, comprised exclusively of
short-term investments, are valued at par value, which is equal to
redemption value.
Gain or loss on the sale of Plan assets is determined by utilizing an
historical average unit cost of investments. Unrealized appreciation or
depreciation is determined by the change in fair value for the twelve-month
period.
5
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE B - DESCRIPTION OF THE PLAN
The Plan is a defined-contribution 401(k) plan established to provide
eligible employees with an incentive to make systematic savings for
retirement from current income through payroll deductions and to provide an
opportunity to acquire an equity interest in the Company or to invest in
one of the other six investment choices. All regular domestic employees of
the Company are eligible to participate in the Plan. Employees of the Space
Services unit, those covered by a collective bargaining agreement and Huck
International domestic employees participate in other plans.
Participation in the Plan is voluntary. Participants may make contributions
to the Plan for any whole percentage up to a maximum of 17% of base pay
subject to limitations imposed by Federal Tax Regulations. The Company
contributes an amount equal to 50% of the participants' base pay up to 6%,
adjusted for any current forfeitures and reinstatement of prior
forfeitures.
Company contributions are allocated among the investment funds in
accordance with the participants' elections. Participants may transfer
amounts from one investment fund to another subject to certain
restrictions.
Effective January 1, 1995, the vesting schedule for company-matched funds,
which was suspended in prior years due to significant work force
reductions, was reinstated for new employees hired after December 31, 1994.
Information about the Plan's vesting and benefit provisions is contained in
the booklet entitled Your Employee Benefits and is available from the
Company's human resources department.
Active participants may obtain loans from the Plan. The maximum loan amount
is subject to certain restrictions and each loan is secured by the
participant's account balance. The interest charged on loans is based upon
rates as determined by the Plan Administration Committee subject to
Department of Labor regulations.
The Company has the right to terminate, amend, modify, or suspend the Plan
at any time. In the event the Plan is terminated, the entire value of the
investment funds shall be applied for the exclusive benefit of
participants, and no part of the funds will revert to the Company. Upon
termination of the Plan, the Company will have no obligation to continue
making contributions to the Plan.
6
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INVESTMENTS
A description of the investment funds follows:
Fixed Return Fund:
- ------------------
This fund is in the custody of and managed by Connecticut General Life
Insurance Company under a group annuity contract issued to the Trustee,
which provides for a fixed rate of return. The stated annual rate of return
was 5.10% and 5.50% for the first and second halves of 1995 respectively,
and 6.25% for all of 1994. The average yield for the fund was 5.30% and
6.25% for 1995 and 1994 respectively. The majority of Fund assets consist
of intermediate-term investment grade corporate bonds.
Government Securities Fund:
- ---------------------------
This fund is in the custody of and managed by Metropolitan Life Insurance
Company under a group annuity contract. The fund invests in
intermediate-term United States Government and Government National Mortgage
Association fixed income securities backed by the full faith and credit of
the United States Treasury and in other highly rated short-term securities.
The effective annual rate of return was 4.60% and 5.00% for the first and
second halves of 1995 respectively, and 5.75% for all of 1994. The average
yield for the fund was 4.80% and 5.75% for 1995 and 1994 respectively.
Balanced Fund:
- --------------
This fund is managed by the investment management firm of Dodge and Cox.
The fund is invested in both common stocks and bonds. The value of
investments can fluctuate due to general stock and bond market conditions
as well as the performance of the individual securities in which the fund
is invested. Investments in any single stock or bond issue, with the
exception of United States government securities, are seldom in excess of
2% of total fund assets.
7
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INVESTMENTS (Continued)
Equity Index Fund:
- ------------------
This fund is in the custody of and managed by the Bankers Trust Company.
The fund is invested primarily in common stocks and securities convertible
into common stocks and in other similar types of equity investments which
closely mirror the Standard and Poor's 500 Composite Stock Price Index. The
value of investments can fluctuate due to general stock market conditions
and the performance of the individual securities which comprise the
Standard and Poor's 500 Composite Stock Price Index.
On November 28, 1994 at the Company's request, Banker's Trust transferred
the Plan's assets from one S&P 500 index fund to a different S&P 500 index
fund, both of which are managed by Banker's Trust. This transfer permitted
a change from a monthly to a daily valuation system. As a result of the
transfer, the previous fund realized a net gain of $631,184, and the new
fund recognized a realized gain of $195,086 resulting in a total realized
gain of $826,270 for the year (See Note D).
International Equity Fund:
- --------------------------
This fund is managed by the investment management firm of Rowe Price -
Fleming International. This fund is broadly diversified by investing in the
equity securities of established foreign companies. Generally this fund is
invested in over 300 stocks in more than 25 countries. This fund may invest
in corporate and government debt securities, futures, options and enter
into forward foreign currency exchange contracts. The fund is managed on a
team basis by several portfolio managers that are each responsible for a
geographic region. The portfolio managers are supported by more than 100
financial analysts. The value of this fund fluctuates with world stock and
currency market conditions and the performance of the individual securities
in the fund.
Aggressive Equity Fund:
- -----------------------
This fund is managed by the investment management firm of Target Investors,
Inc. This fund is invested in the common stocks of small, rapidly growing
companies. A small growth company is one which is still in the early stage
of its life cycle, yet has demonstrated, or is expected to achieve,
long-term earnings growth. Investments in any single stock rarely exceed 4%
of total fund assets. The value of investments can fluctuate due to general
stock market conditions and the performance of the individual securities in
the fund.
8
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INVESTMENTS (Continued)
Thiokol Corporation Stock Fund:
- -------------------------------
This fund is in the custody of The Northern Trust Company. The fund is
invested primarily in Thiokol Corporation common stock. Its performance
depends primarily upon the performance of the Company's stock. As with
other stocks, the market value of this stock can fluctuate, and
participants' investments in this fund can increase or decrease in value.
Prior to the Plan being on a daily valuation system, the unit value used to
determine a participant's account balance was shares of Company stock. With
the conversion to a daily valuation system, the NAV is the unit used to
determine a participant's account balance.
9
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INVESTMENTS (Continued)
During 1995 and 1994, the unrealized appreciation (depreciation) of the
Plan's investments was as follows:
<TABLE>
<CAPTION>
Appreciation
(Depreciation)
In Fair Value
During the Period Fair Value Cost
----------------- ---------- ----
December 31, 1995:
<S> <C> <C> <C>
Fair value determined by
redemption or contract value:
Fixed Return Fund $163,336,852 $163,336,852
Government Securities Fund 4,379,716 4,379,716
Fair value determined by
quoted market prices:
Balanced Fund $ 1,044,897 15,822,687 14,777,790
Equity Index Fund 12,994,778 61,948,646 49,437,711
International Equity Fund 425,008 6,904,729 6,479,721
Aggressive Equity Fund (679,830) 10,603,268 11,283,098
Thiokol Corporation Stock Fund 763,727 18,895,744 11,184,749
------------- ------------- -------------
$ 14,548,580 $281,891,642 $260,879,637
============= ============= =============
December 31, 1994:
Fair value determined by
redemption or contract value:
Fixed Return Fund $203,440,006 $203,440,006
Government Securities Fund 5,686,998 5,686,998
Fair value determined by
quoted market prices:
Thiokol Corporation Stock Fund $ 580,786 18,386,524 11,439,256
Equity Index Fund (490,047) 39,643,555 40,127,398
------------- ------------- -----------
$ 90,739 $267,157,083 $260,693,658
============= ============ =============
</TABLE>
10
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE D - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT
FUND
<TABLE>
<CAPTION>
Year Ended December 31, 1995
----------------------------
Fixed Gov't
Return Sec. Balanced
Fund Fund Fund
---- ---- ----
Contributions and investment
income:
<S> <C> <C> <C>
Company contributions $ 3,049,344 $ 75,041 $ 240,259
Participant contributions 8,756,599 237,448 750,280
Rollover contributions 160,582 10,500 96,369
Dividend income 458,209
Interest income 10,283,453 246,640 56,343
------------- ------------- -------------
TOTAL CONTRIBUTIONS AND
INVESTMENT INCOME 22,249,978 569,629 1,601,460
Net gain on sale of plan assets 502,897
Net unrealized appreciation
(depreciation) in fair value of
investments 1,044,897
Participant payments (28,897,655) (551,971) (488,724)
Administrative expense (265,106) (7,076) (13,375)
Plan transfers 647,555 8,191 3,109
Participant transfers (34,266,502) (1,281,246) 14,026,002
------------- ------------- -------------
NET (DECREASE) INCREASE (40,531,730) (1,262,473) 16,676,266
Net assets available for benefits
at beginning of year 214,320,848 5,974,317
------------- -------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 173,789,118 $ 4,711,844 $ 16,676,266
============= ============= =============
11
</TABLE>
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Year Ended December 31, 1995
----------------------------
Equity Int'l Aggressive Company
Index Equity Equity Stock
Fund Fund Fund Fund Total
------ ------ ------- ----- -----
<C> <C> <C> <C> <C>
$ 1,127,020 $ 184,238 $ 223,107 $ 403,295 $ 5,302,304
3,424,804 590,536 706,033 1,128,984 15,594,684
38,646 14,019 18,673 27,171 365,960
1,486,959 164,482 378,763 2,488,413
266,775 42,042 55,886 144,844 11,095,983
- ------------- ------------- ------------- ------------- -------------
6,344,204 995,317 1,003,699 2,083,057 34,847,344
1,119,864 150,358 236,808 2,433,843 4,443,770
12,994,778 425,008 (679,830) 763,727 14,548,580
(4,022,349) (214,795) (308,469) (1,697,083) (36,181,046)
(74,100) (7,533) (9,161) (26,291) (402,642)
156,826 1,382 2,070 46,324 865,457
6,999,428 6,330,003 11,047,954 (2,855,639)
------------- ------------- ------------- -------------
23,518,651 7,679,740 11,293,071 747,938 18,121,463
42,626,446 19,871,006 282,792,617
- ------------- ------------- ------------- ------------- -------------
$ 66,145,097 $ 7,679,740 $ 11,293,071 $ 20,618,944 $ 300,914,080
============= ============= ============= ============= =============
</TABLE>
12
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE D - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY
INVESTMENT FUND (Continued)
<TABLE>
<CAPTION>
Year Ended December 31, 1994
----------------------------
Fixed Equity Company Gov't.
Return Index Stock Sec.
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
Contributions and investment
income:
<S> <C> <C> <C> <C> <C>
Company contributions $ 4,180,899 1,225,484 511,977 107,179 $ 6,025,539
Participant contributions 12,180,440 3,802,482 1,478,689 329,727 17,791,338
Rollover contributions 28,157 18,344 21,314 67,815
Dividend income 255,708 428,220 683,928
Interest income 12,910,631 211,092 121,882 351,890 13,595,495
------------- ------------- ------------- ------------- -------------
TOTAL CONTRIBUTIONS AND
INVESTMENT INCOME 29,300,127 5,513,110 2,562,082 788,796 38,164,115
Net gain on sale of plan assets 826,270 346,122 1,172,392
Net unrealized (depreciation)
appreciation in fair value of
investments (490,047) 580,786 90,739
Participant payments (19,529,894) (2,589,920) (1,158,330) (502,436) (23,780,580)
Plan transfers (24,030) (46,726) (38,121) (10,758) (119,635)
Participant transfers (842,077 659,446 345,347 (162,716)
------------- ------------- ------------- ------------- ------------
NET INCREASE 8,904,126 3,872,133 2,637,886 112,886 15,527,031
Net assets available for 205,416,722 38,754,313 17,233,120 5,861,431 267,265,586
benefits at beginning of year ------------- ------------- ------------- ----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 214,320,848 $ 42,626,446 $ 19,871,006 $ 5,974,317 $ 282,792,617
============= ============= ============= ============= =============
</TABLE>
13
<PAGE>
THIOKOL CORPORATION
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE E - INCOME TAX STATUS
The Company has received a favorable letter of determination from the
Internal Revenue Service stating that the Plan qualifies under section 401
and the Trust is exempt from tax under section 501(a) of the Internal
Revenue Code (IRC). The Plan is required to operate in conformity with the
IRC to maintain its qualification. The Company is not aware of any course
of action or series of events that have occurred that would adversely
affect the Plan's qualified status. Participants are not subject to income
tax on Company contributions or income credited to their accounts until
such time as these amounts are distributed.
NOTE F - QUARTERLY NET ASSET VALUE INFORMATION
The investment fund NAV at the end of each quarter for 1995 was as follows:
March 31 June 30 Sept 30 Dec 31
----------- ------- --------- ---------
Fixed Return Fund 10.1762 10.3031 10.4429 10.5299
Government Securities Fund 10.1619 10.2773 10.4047 10.4827
Balanced Fund 10.7836 11.6447 12.2787 12.7871
Equity Index Fund 11.1327 12.1974 13.1570 13.7356
International Equity Fund 9.9686 10.4582 10.9479 11.2173
Aggressive Equity Fund 10.5847 11.6723 13.0732 11.1457
Thiokol Corporation Stock 10.6422 11.3253 13.3508 12.0976
The price per share and the total number of shares of Thiokol Corporation
stock held by the plan at the end of each quarter for 1994 is as follows:
Price per Total
Share Shares
----- ------
March 31 $ 26.500 656,174.64
June 30 24.125 650,230.43
September 30 24.375 669,310.31
December 31 27.875 643,653.72
14
<PAGE>
Exhibit
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-10316) pertaining to certain Retirement Savings and
Investment Plans of Thiokol Corporation of our report dated April 10, 1996,
with respect to the financial statements of the Thiokol Corporation
Retirement Savings and Investment Plan included in this Annual Report (Form
11-K) for the year ended December 31, 1995.
/s/ Ernst & Young LLP
Salt Lake City, Utah
July 18, 1996
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
THIOKOL CORPORATION
RETIREMENT SAVINGS AND
INVESTMENT PLAN
---------------
(Full title of the plan)
Date: 19 July 1996 /s/ Richard L. Corbin
--------------------- ----------------------
Richard L. Corbin, Senior Vice
President and Chief Financial Officer
for the Plan Administrative Committee
16
<PAGE>
