ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended: November 30, 2015
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from
to
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Delaware
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34-0244000
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(State of Incorporation)
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(I.R.S. Employer
Identification No.)
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2001 Aerojet Road
Rancho Cordova, California
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95742
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.10 par value per share
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New York Stock Exchange and
Chicago Stock Exchange
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(Do not check if a smaller reporting company)
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Item
Number
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PART I
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1.
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Business
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1A.
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Risk Factors
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1B.
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Unresolved Staff Comments
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2.
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Properties
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3.
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Legal Proceedings
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4.
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Mine Safety Disclosures
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PART II
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5.
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Market for Registrant’s Common Equity, Related Stockholders’ Matters, and Issuer Purchases of Equity Securities
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6.
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Selected Financial Data
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7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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7A.
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Quantitative and Qualitative Disclosures about Market Risk
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8.
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Consolidated Financial Statements and Supplementary Data
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9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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9A.
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Controls and Procedures
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9B.
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Other Information
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PART III
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10.
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Directors, Executive Officers, and Corporate Governance*
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11.
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Executive Compensation*
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12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*
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13.
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Certain Relationships and Related Transactions, and Director Independence*
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14.
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Principal Accountant Fees and Services*
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PART IV
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15.
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Exhibits and Financial Statement Schedules
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Signatures
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Item 1.
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Business
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Company
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Parent
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Propulsion Type
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Propulsion Application
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Aerojet Rocketdyne
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Aerojet Rocketdyne Holdings, Inc.
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Solid, liquid, air- breathing, electric
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Launch, in-space, tactical, strategic, missile defense
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Airbus Defence and Space (formerly Astrium)
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Airbus Group
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Solid, liquid
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In-space
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Alliant Techsystems
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Orbital ATK, Inc.
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Solid, air-breathing
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Launch, tactical, strategic, missile defense
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Avio
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Avio S.p.A
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Solid, liquid
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Launch, in-space
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Blue Origin
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Blue Origin
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Liquid
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Launch
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Electron Technologies, Inc.
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L-3 Communications Corporation
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Electric
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In-space
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General Dynamics OTS
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General Dynamics
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Solid
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Tactical
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Nammo Talley
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Nammo Talley
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Solid
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Tactical
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Northrop Grumman Space Technology
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Northrop Grumman Corporation (“Northrop”)
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Liquid
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In-space
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Moog Inc.
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Moog Inc.
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Liquid, electric
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In-space, missile defense
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Safran
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Safran
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Liquid, solid
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Launch, tactical
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SpaceX
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SpaceX
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Liquid
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Launch, in-space
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*
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Less than 10%.
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U.S. Air Force
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20
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%
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NASA
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25
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U.S. Army
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18
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MDA
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17
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U.S. Navy
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9
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Other U.S. government
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1
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Total U.S. government customers
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90
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Other customers
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10
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Total
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100
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%
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As of November 30,
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||||||
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2015
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2014
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(In billions)
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||||||
Funded backlog
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$
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2.4
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$
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2.2
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Unfunded backlog
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1.7
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0.9
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Total contract backlog
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$
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4.1
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$
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3.1
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Total contract backlog expected to be filled within one year
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$
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1.6
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$
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1.5
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Year Ended
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||||||||||
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2015
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2014
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2013
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||||||
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(In millions)
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||||||||||
Customer-funded
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$
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485.8
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$
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481.2
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$
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335.9
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Company-funded (1)
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74.4
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51.9
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42.9
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Total research and development expenditures
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$
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560.2
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$
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533.1
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$
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378.8
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Environmentally
Unrestricted |
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Environmentally
Restricted (1) |
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Total
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Entitled (2)
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Limited
Entitlements (3) |
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Glenborough and Easton Place
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1,043
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349
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1,392
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1,392
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—
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Rio del Oro
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1,818
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491
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2,309
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—
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2,309
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Westborough
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1,387
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272
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1,659
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—
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—
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Hillsborough (4)
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51
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97
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148
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148
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—
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Office Park and Auto Mall
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47
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8
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55
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55
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—
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Total Easton acreage
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4,346
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1,217
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5,563
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1,595
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2,309
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Operations land (5)
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24
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5,179
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5,203
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Land available for future entitlement (6)
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443
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242
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685
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Total Sacramento Land
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4,813
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6,638
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11,451
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(1)
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The environmentally restricted acreage described above is subject to restrictions imposed by state and/or federal regulatory agencies because of our historical propulsion system testing and manufacturing activities. We are actively working with the various regulatory agencies to have the restrictions removed as early as practicable, and the solutions to use these lands within Easton have been accounted for in the various land use plans and granted entitlements. See Note 9(c) in notes to consolidated financial statements for a discussion of the federal and/or state environmental restrictions affecting portions of the Sacramento Land.
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(2)
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The term “entitled” is generally used to denote the set of local regulatory approvals required to allow land to be zoned for requested uses. Required regulatory approvals vary with each land zoning proposal and may include permits, general plan amendments, land use master plans, zoning designations, state and federal environmental documentation, and other regulatory approvals unique to the land. The entitlement and development process in California is long and uncertain with approvals required from various authorities, including local jurisdictions, and in select projects, permits required by federal agencies such as the U.S. Army Corps of Engineers and the U.S. Department of Interior, Fish and Wildlife Service (“USFWS”), and others prior to construction.
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(3)
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The term “limited entitlements” is generally used to denote when a project receives a portion, but not all of the set of regulatory approvals required to allow land to be zoned for requested uses, as described in Item 2 above.
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(5)
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We believe that the operations land is adequate for our long-term needs. As we reassess needs in the future and as propulsion technology continues to advance, portions of this land may become available for entitlement.
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(6)
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We believe it will be several years before any of this excess Sacramento Land is available for future change in entitlement. Some of this excess land is outside the current Urban Services Boundary established by the County of Sacramento and all of it is far from existing infrastructure, making it uneconomical to pursue entitlement for this land at this time.
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Recoverable
Amount (1)
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Reserve
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Estimated Range
of Liability
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||||
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(In millions)
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||||||||
Aerojet Rocketdyne - Sacramento
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$
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118.0
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$
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153.0
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$153.0 - $253.0
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Aerojet Rocketdyne - BPOU
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108.1
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140.1
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140.1 - 183.9
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Other Aerojet Rocketdyne sites
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7.6
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7.8
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7.8 - 13.6
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Other sites
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0.7
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5.2
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5.2 - 6.9
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Total
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$
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234.4
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$
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306.1
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$306.1 - $457.4
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(1)
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Excludes the receivable from Northrop of
$68.7 million
as of November 30, 2015 related to environmental costs already paid (and therefore not reserved) by the Company in prior years and reimbursable under the Northrop Agreement (see below).
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Item 1A.
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Risk Factors
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•
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adversely impact our competitive position if we are unable to react to these developments in a timely or efficient manner;
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•
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require us to write-down obsolete facilities, equipment, and technology;
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•
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require us to discontinue production of obsolete products before we can recover any or all of our related research, development and commercialization expenses; or
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•
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require significant capital expenditures for research, development, and launch of new products or processes.
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•
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make it more difficult to satisfy our outstanding debt obligations;
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•
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require us to dedicate a substantial portion of our cash for payments related to our debt, reducing the amount of cash flow available for working capital, capital expenditures, entitlement of our real estate assets, and other general corporate purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in the industries in which we compete;
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•
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place us at a competitive disadvantage with respect to our competitors, some of which have lower debt service obligations and greater financial resources than we do;
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•
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limit our ability to borrow additional funds;
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•
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limit our ability to expand our operations through acquisitions; and
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•
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increase our vulnerability to general adverse economic and industry conditions.
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•
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access the full amount of our revolving credit facility and/or incur additional debt;
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•
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enter into certain leases;
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•
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make certain distributions, investments, and other restricted payments;
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•
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cause our restricted subsidiaries to make payments to us;
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•
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enter into transactions with affiliates;
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•
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create certain liens;
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•
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purchase assets or businesses;
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•
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sell assets and, if sold, retain excess cash flow from these sales; and
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•
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consolidate, merge or sell all or substantially all of our assets.
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•
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relating to the maintenance of the property collateralizing the debt; and
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•
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restricting our ability to pledge assets or create other liens.
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•
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we may be unable to obtain, or suffer delays in obtaining, necessary re-zoning, land use, building, occupancy, and other required governmental permits and authorizations, which could result in increased costs or our abandonment of these projects;
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•
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we may be unable to complete environmental remediation or to have state and federal environmental restrictions on our property lifted, which could cause a delay or abandonment of these projects;
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•
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we may be unable to obtain sufficient water sources to service our projects, which may prevent us from executing our plans;
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•
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our real estate activities may require significant expenditures and we may not be able to obtain financing on favorable terms, which may render us unable to proceed with our plans;
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•
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economic and political uncertainties could have an adverse effect on consumer buying habits, construction costs, availability of labor and materials and other factors affecting us and the real estate industry in general;
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•
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our property is subject to federal, state, and local regulations and restrictions that may impose significant limitations on our plans;
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•
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much of our property is raw land that includes the natural habitats of various endangered or protected wildlife species requiring mitigation;
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•
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if our land use plans are approved by the appropriate governmental authorities, we may face lawsuits from those who oppose such plans. Such lawsuits and the costs associated with such opposition could be material and have an adverse effect on our ability to sell property or realize income from our projects; and
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•
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the time frame required for approval of our plans means that we will have to wait years for a significant cash return.
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•
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the sustainability and growth of industries located in the Sacramento region;
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•
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the financial strength and spending of the State of California;
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•
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local real estate market conditions;
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•
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changes in neighborhood characteristics;
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•
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changes in interest rates; and
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•
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real estate tax rates.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Aerospace and Defense
Aerojet Rocketdyne
Sacramento, California
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Design/Manufacturing Facilities:
Camden, Arkansas*; Carlstadt, New Jersey*; Chatsworth, California; Gainesville, Virginia*; Hancock County, Mississippi*; Huntsville, Alabama*; Jonesborough, Tennessee**; Orange, Virginia; Rancho Cordova, California (owned and leased); Redmond, Washington; Socorro, New Mexico; Vernon, California*; West Palm Beach, Florida*
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Marketing/Sales Offices:
Arlington, Virginia*; Huntsville, Alabama*; Washington, DC*
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Real Estate
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Folsom, California*
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*
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An asterisk next to a facility listed above indicates that it is a leased property.
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**
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This facility is owned and operated by Aerojet Ordnance Tennessee, Inc., a 100% owned subsidiary of Aerojet Rocketdyne.
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Year Ended
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|
||||||||||
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2015
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2014
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2013
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||||||
Claims filed
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16
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14
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**
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18
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*
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|||
Claims dismissed
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50
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23
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25
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|||
Claims settled
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—
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3
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5
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|||
Claims pending
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83
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117
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129
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Aggregate settlement costs
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$
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—
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$
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0.3
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$
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0.6
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Average settlement costs
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$
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—
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|
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$
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0.1
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|
|
$
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0.1
|
|
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholders’ Matters and Issuer Purchases of Equity Securities
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|
Common Stock
Price |
||||||
Year Ended November 30,
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High
|
|
Low
|
||||
2015
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|
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|
||||
First Quarter
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$
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19.44
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$
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16.20
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Second Quarter
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$
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23.39
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$
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19.10
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Third Quarter
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$
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24.35
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$
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19.47
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Fourth Quarter
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$
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23.46
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$
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14.86
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2014
|
|
|
|
||||
First Quarter
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$
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19.21
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$
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16.25
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Second Quarter
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$
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19.69
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|
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$
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16.32
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Third Quarter
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$
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19.77
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$
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17.47
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Fourth Quarter
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$
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18.53
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$
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15.11
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Company/Index
|
Base
Period
2010
|
As of November 30,
|
||||||||||||||||
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||
|
||||||||||||||||||
Aerojet Rocketdyne Holdings, Inc.
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$
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100.00
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$
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110.79
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$
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187.37
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|
$
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373.52
|
|
$
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340.12
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|
$
|
357.23
|
|
S&P 500 Index
|
100.00
|
|
107.83
|
|
125.23
|
|
163.17
|
|
190.68
|
|
195.92
|
|
||||||
S&P 500 Aerospace & Defense
|
100.00
|
|
108.65
|
|
122.89
|
|
188.85
|
|
216.24
|
|
230.56
|
|
Item 6.
|
Selected Financial Data
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|
Year Ended
|
||||||||||||||||||
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2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
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|
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As Restated
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As Restated
|
|
|
|
|
||||||||||
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(In millions, except per share amounts)
|
||||||||||||||||||
Net sales
|
$
|
1,708.3
|
|
|
$
|
1,602.2
|
|
|
$
|
1,378.1
|
|
|
$
|
994.9
|
|
|
$
|
918.1
|
|
Net (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, net of income taxes
|
$
|
(17.1
|
)
|
|
$
|
(49.3
|
)
|
|
$
|
162.7
|
|
|
$
|
(5.7
|
)
|
|
$
|
2.9
|
|
Income (loss) from discontinued operations, net of income taxes
|
0.9
|
|
|
(0.7
|
)
|
|
0.2
|
|
|
3.1
|
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(16.2
|
)
|
|
$
|
(50.0
|
)
|
|
$
|
162.9
|
|
|
$
|
(2.6
|
)
|
|
$
|
2.9
|
|
Basic (loss) income per share of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, net of income taxes
|
$
|
(0.28
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
2.68
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.05
|
|
Income (loss) from discontinued operations, net of income taxes
|
0.01
|
|
|
(0.01
|
)
|
|
—
|
|
|
0.05
|
|
|
—
|
|
|||||
Total
|
$
|
(0.27
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
2.68
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
Diluted (loss) income per share of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, net of income taxes
|
$
|
(0.28
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
2.05
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.05
|
|
Income (loss) from discontinued operations, net of income taxes
|
0.01
|
|
|
(0.01
|
)
|
|
—
|
|
|
0.05
|
|
|
—
|
|
|||||
Total
|
$
|
(0.27
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
2.05
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
Supplemental statement of operations information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations before income taxes
|
$
|
(16.8
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(35.7
|
)
|
|
$
|
13.2
|
|
|
$
|
9.0
|
|
Interest expense
|
50.4
|
|
|
52.7
|
|
|
48.7
|
|
|
22.3
|
|
|
30.8
|
|
|||||
Interest income
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(1.0
|
)
|
|||||
Depreciation and amortization
|
65.1
|
|
|
63.7
|
|
|
43.5
|
|
|
22.3
|
|
|
24.6
|
|
|||||
Retirement benefit expense
|
67.6
|
|
|
36.5
|
|
|
65.0
|
|
|
41.0
|
|
|
46.4
|
|
|||||
Unusual items in continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rocketdyne Business acquisition related costs
|
—
|
|
|
—
|
|
|
20.0
|
|
|
11.6
|
|
|
—
|
|
|||||
Loss (gain) on legal matters and settlements
|
50.0
|
|
|
0.9
|
|
|
(0.5
|
)
|
|
0.7
|
|
|
4.1
|
|
|||||
Loss on bank amendment
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Loss on debt repurchased/redeemed
|
1.9
|
|
|
60.6
|
|
|
5.0
|
|
|
0.4
|
|
|
0.2
|
|
|||||
Adjusted EBITDAP (Non-GAAP measure)
|
$
|
217.9
|
|
|
$
|
181.5
|
|
|
$
|
145.8
|
|
|
$
|
110.9
|
|
|
$
|
115.4
|
|
Adjusted EBITDAP (Non-GAAP measure) as a percentage of net sales
|
12.8
|
%
|
|
11.3
|
%
|
|
10.6
|
%
|
|
11.1
|
%
|
|
12.6
|
%
|
|||||
Additional statement of operations information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation expense
|
$
|
8.6
|
|
|
$
|
5.7
|
|
|
$
|
14.1
|
|
|
$
|
6.5
|
|
|
$
|
3.7
|
|
Environmental remediation provision adjustments
|
17.3
|
|
|
10.8
|
|
|
8.4
|
|
|
11.6
|
|
|
8.6
|
|
|||||
Cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash flow provided by operating activities
|
$
|
65.1
|
|
|
$
|
150.6
|
|
|
$
|
77.4
|
|
|
$
|
86.2
|
|
|
$
|
76.8
|
|
Cash flow (used in) provided by investing activities
|
(35.8
|
)
|
|
(35.7
|
)
|
|
(474.9
|
)
|
|
(36.6
|
)
|
|
5.6
|
|
|||||
Cash flow (used in) provided by financing activities
|
(84.1
|
)
|
|
(46.6
|
)
|
|
433.0
|
|
|
(75.5
|
)
|
|
(75.9
|
)
|
|||||
Balance Sheet information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
2,034.9
|
|
|
$
|
1,918.6
|
|
|
$
|
1,752.1
|
|
|
$
|
919.3
|
|
|
$
|
939.5
|
|
Long-term debt, including current maturities
|
652.0
|
|
|
782.2
|
|
|
699.2
|
|
|
248.7
|
|
|
326.4
|
|
|
|
Income (loss) before income taxes
|
||||||||||
Reporting Period
|
|
First nine months of fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Purchase accounting for contracts acquired as part of the acquisition of the Rocketdyne Business (1)
|
|
$
|
(0.5
|
)
|
|
$
|
3.1
|
|
|
$
|
(7.8
|
)
|
Contract accounting related to subsequent modifications to one significant acquired Rocketdyne Business contract (2)
|
|
1.3
|
|
|
2.9
|
|
|
—
|
|
|||
Contract accounting related to improper recognition of sales incentives (3)
|
|
—
|
|
|
1.9
|
|
|
(2.0
|
)
|
|||
Other individually immaterial items
|
|
(1.2
|
)
|
|
(1.5
|
)
|
|
0.3
|
|
Reporting Period
|
|
Net (Loss) Income
|
||
First nine months of fiscal 2015
|
|
$
|
(0.3
|
)
|
Fiscal 2014
|
|
3.0
|
|
|
Fiscal 2013
|
|
(5.0
|
)
|
•
|
Net sales for fiscal
2015
totaled
$1,708.3 million
compared to
$1,602.2 million
for fiscal
2014
.
|
•
|
Net loss for fiscal
2015
was
$(16.2) million
, or
$(0.27)
loss per share, compared to net loss of
$(50.0) million
, or
$(0.86)
loss per share, for fiscal
2014
.
|
•
|
Adjusted EBITDAP (Non-GAAP measure*) for fiscal
2015
was
$217.9 million
, or
12.8%
of net sales, compared to
$181.5 million
, or
11.3%
of net sales, for fiscal
2014
.
|
•
|
Segment performance (Non-GAAP measure*) before environmental remediation provision adjustments, retirement benefit expense, and unusual items was
$200.1 million
for fiscal
2015
, compared to
$152.8 million
for fiscal
2014
.
|
•
|
Cash provided by operating activities in fiscal
2015
totaled
$65.1 million
, compared to
$150.6 million
in fiscal
2014
.
|
•
|
Free cash flow (Non-GAAP measure*) in fiscal
2015
totaled
$28.3 million
, compared to
$107.2 million
in fiscal
2014
.
|
•
|
As of
November 30, 2015
, we had
$2.4 billion
of total funded contract backlog compared to
$2.2 billion
as of
November 30, 2014
.
|
•
|
As of
November 30, 2015
, we had
$4.1 billion
of total contract backlog (total funded and unfunded backlog) compared to
$3.1 billion
as of
November 30, 2014
.
|
•
|
As of
November 30, 2015
, we had
$440.9 million
in net debt (Non-GAAP measure*) compared to
$516.3 million
as of
November 30, 2014
.
|
|
Year Ended
|
||
|
2013
|
||
|
(In millions, except per share amounts)
|
||
Net sales:
|
|
||
As reported
|
$
|
1,378.1
|
|
Pro forma
|
$
|
1,757.7
|
|
Net income:
|
|
||
As reported
|
$
|
162.9
|
|
Pro forma
|
$
|
25.7
|
|
Basic income per share
|
|
||
As reported
|
$
|
2.68
|
|
Pro forma
|
$
|
0.42
|
|
Diluted income per share
|
|
||
As reported
|
$
|
2.05
|
|
Pro forma
|
$
|
0.41
|
|
*
|
Less than 10%.
|
|
U.S. Government
Sales |
|
Percentage of Net
Sales |
|||
Fiscal 2015
|
$
|
1,529.2
|
|
|
90
|
%
|
Fiscal 2014
|
1,478.6
|
|
|
92
|
%
|
|
Fiscal 2013
|
1,305.9
|
|
|
95
|
%
|
|
Severance
|
|
Retention
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
February 28, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrual established
|
12.9
|
|
|
2.7
|
|
|
15.6
|
|
|||
Payments
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||
November 30, 2015
|
$
|
11.1
|
|
|
$
|
2.7
|
|
|
$
|
13.8
|
|
|
Recoverable
Amount (1)
|
|
Reserve
|
|
Estimated Range
of Liability
|
||||
|
(In millions)
|
||||||||
Aerojet Rocketdyne - Sacramento
|
$
|
118.0
|
|
|
$
|
153.0
|
|
|
$153.0 - $253.0
|
Aerojet Rocketdyne - BPOU
|
108.1
|
|
|
140.1
|
|
|
140.1 - 183.9
|
||
Other Aerojet Rocketdyne sites
|
7.6
|
|
|
7.8
|
|
|
7.8 - 13.6
|
||
Other sites
|
0.7
|
|
|
5.2
|
|
|
5.2 - 6.9
|
||
Total
|
$
|
234.4
|
|
|
$
|
306.1
|
|
|
$306.1 - $457.4
|
(1)
|
Excludes the receivable from Northrop of $
68.7 million
as of November 30, 2015 related to environmental costs already paid (and therefore not reserved) by the Company in prior years and reimbursable under the Northrop Agreement.
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Net sales
|
$
|
1,708.3
|
|
|
$
|
1,602.2
|
|
|
$
|
1,378.1
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales (exclusive of items shown separately below)
|
1,459.5
|
|
|
1,406.2
|
|
|
1,234.3
|
|
|||
AR1 research and development (see Note 1 of the consolidated financial statements)
|
32.1
|
|
|
—
|
|
|
—
|
|
|||
Selling, general and administrative
|
49.0
|
|
|
38.2
|
|
|
53.6
|
|
|||
Depreciation and amortization
|
65.1
|
|
|
63.7
|
|
|
43.5
|
|
|||
Other expense, net:
|
|
|
|
|
|
||||||
Loss on debt repurchased
|
1.9
|
|
|
60.6
|
|
|
5.0
|
|
|||
Legal settlement
|
50.0
|
|
|
—
|
|
|
—
|
|
|||
Other
|
17.4
|
|
|
13.9
|
|
|
28.9
|
|
|||
Total operating costs and expenses
|
1,675.0
|
|
|
1,582.6
|
|
|
1,365.3
|
|
|||
Operating income
|
33.3
|
|
|
19.6
|
|
|
12.8
|
|
|||
Non-operating (income) expense:
|
|
|
|
|
|
||||||
Interest income
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Interest expense
|
50.4
|
|
|
52.7
|
|
|
48.7
|
|
|||
Total non-operating expense, net
|
50.1
|
|
|
52.6
|
|
|
48.5
|
|
|||
Loss from continuing operations before income taxes
|
(16.8
|
)
|
|
(33.0
|
)
|
|
(35.7
|
)
|
|||
Income tax provision (benefit)
|
0.3
|
|
|
16.3
|
|
|
(198.4
|
)
|
|||
(Loss) income from continuing operations
|
(17.1
|
)
|
|
(49.3
|
)
|
|
162.7
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
0.9
|
|
|
(0.7
|
)
|
|
0.2
|
|
|||
Net (loss) income
|
$
|
(16.2
|
)
|
|
$
|
(50.0
|
)
|
|
$
|
162.9
|
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Change*
|
|
2014
|
|
2013
|
|
Change**
|
||||||||||||
|
|
|
As Restated
|
|
|
|
As Restated
|
|
As Restated
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net sales:
|
$
|
1,708.3
|
|
|
$
|
1,602.2
|
|
|
$
|
106.1
|
|
|
$
|
1,602.2
|
|
|
$
|
1,378.1
|
|
|
$
|
224.1
|
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Change*
|
|
2014
|
|
2013
|
|
Change**
|
||||||||||||
|
|
|
As Restated
|
|
|
|
As Restated
|
|
As Restated
|
|
|
||||||||||||
|
(In millions, except percentage amounts)
|
||||||||||||||||||||||
Cost of sales:
|
$
|
1,459.5
|
|
|
$
|
1,406.2
|
|
|
$
|
53.3
|
|
|
$
|
1,406.2
|
|
|
$
|
1,234.3
|
|
|
$
|
171.9
|
|
Percentage of net sales
|
85.4
|
%
|
|
87.8
|
%
|
|
|
|
87.8
|
%
|
|
89.6
|
%
|
|
|
||||||||
Percentage of net sales excluding retirement benefit expense and step-up in fair value of inventory
|
82.5
|
%
|
|
86.0
|
%
|
|
|
|
86.0
|
%
|
|
86.2
|
%
|
|
|
||||||||
Components of cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales excluding retirement benefit expense and step-up in fair value of inventory
|
$
|
1,409.0
|
|
|
$
|
1,377.8
|
|
|
$
|
31.2
|
|
|
$
|
1,377.8
|
|
|
$
|
1,187.9
|
|
|
$
|
189.9
|
|
Cost of sales associated with the Acquisition step-up in fair value of inventory not allocable to our U.S. government contracts
|
0.3
|
|
|
3.2
|
|
|
(2.9
|
)
|
|
3.2
|
|
|
2.2
|
|
|
1.0
|
|
||||||
Retirement benefit expense
|
50.2
|
|
|
25.2
|
|
|
25.0
|
|
|
25.2
|
|
|
44.2
|
|
|
(19.0
|
)
|
||||||
Cost of sales
|
$
|
1,459.5
|
|
|
$
|
1,406.2
|
|
|
$
|
53.3
|
|
|
$
|
1,406.2
|
|
|
$
|
1,234.3
|
|
|
$
|
171.9
|
|
|
Year Ended
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
|
(In millions, except percentage amounts)
|
||||||||||
Antares AJ-26 program:
|
|
|
|
|
|
||||||
Net sales
|
$
|
(2.2
|
)
|
|
$
|
7.9
|
|
|
$
|
(10.1
|
)
|
Cost of sales - (benefit) expense
|
(10.3
|
)
|
|
40.2
|
|
|
(50.5
|
)
|
|||
Gross contract profit (loss)
|
$
|
8.1
|
|
|
$
|
(32.3
|
)
|
|
$
|
40.4
|
|
Gross contract profit (loss) as a percentage of net sales
|
0.5
|
%
|
|
(2.0
|
)%
|
|
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Change*
|
|
2014
|
|
2013
|
|
Change**
|
||||||||||||
|
(In millions, except percentage amounts)
|
||||||||||||||||||||||
AR1 R&D:
|
$
|
32.1
|
|
|
$
|
—
|
|
|
$
|
32.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Percentage of net sales
|
1.9
|
%
|
|
—
|
%
|
|
|
|
—
|
%
|
|
—
|
%
|
|
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Change*
|
|
2014
|
|
2013
|
|
Change**
|
||||||||||||
|
|
|
As Restated
|
|
|
|
As Restated
|
|
|
|
|
||||||||||||
|
(In millions, except percentage amounts)
|
||||||||||||||||||||||
SG&A:
|
$
|
49.0
|
|
|
$
|
38.2
|
|
|
$
|
10.8
|
|
|
$
|
38.2
|
|
|
$
|
53.6
|
|
|
$
|
(15.4
|
)
|
Percentage of net sales
|
2.9
|
%
|
|
2.4
|
%
|
|
|
|
2.4
|
%
|
|
3.9
|
%
|
|
|
||||||||
Percentage of net sales excluding retirement benefit expense and stock-based compensation
|
1.3
|
%
|
|
1.3
|
%
|
|
|
|
1.3
|
%
|
|
1.4
|
%
|
|
|
||||||||
Components of SG&A:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SG&A excluding retirement benefit expense and stock-based compensation
|
$
|
23.0
|
|
|
$
|
21.2
|
|
|
$
|
1.8
|
|
|
$
|
21.2
|
|
|
$
|
18.7
|
|
|
$
|
2.5
|
|
Stock-based compensation
|
8.6
|
|
|
5.7
|
|
|
2.9
|
|
|
5.7
|
|
|
14.1
|
|
|
(8.4
|
)
|
||||||
Retirement benefit expense
|
17.4
|
|
|
11.3
|
|
|
6.1
|
|
|
11.3
|
|
|
20.8
|
|
|
(9.5
|
)
|
||||||
SG&A
|
$
|
49.0
|
|
|
$
|
38.2
|
|
|
$
|
10.8
|
|
|
$
|
38.2
|
|
|
$
|
53.6
|
|
|
$
|
(15.4
|
)
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Change*
|
|
2014
|
|
2013
|
|
Change**
|
||||||||||||
|
|
|
|
|
|
|
|
|
As Restated
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Depreciation and amortization:
|
$
|
65.1
|
|
|
$
|
63.7
|
|
|
$
|
1.4
|
|
|
$
|
63.7
|
|
|
$
|
43.5
|
|
|
$
|
20.2
|
|
Components of depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation
|
$
|
49.8
|
|
|
$
|
48.5
|
|
|
$
|
1.3
|
|
|
$
|
48.5
|
|
|
$
|
35.5
|
|
|
$
|
13.0
|
|
Amortization
|
13.4
|
|
|
13.5
|
|
|
(0.1
|
)
|
|
13.5
|
|
|
6.5
|
|
|
7.0
|
|
||||||
Accretion
|
1.9
|
|
|
1.7
|
|
|
0.2
|
|
|
1.7
|
|
|
1.5
|
|
|
0.2
|
|
||||||
Depreciation and amortization
|
$
|
65.1
|
|
|
$
|
63.7
|
|
|
$
|
1.4
|
|
|
$
|
63.7
|
|
|
$
|
43.5
|
|
|
$
|
20.2
|
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Change*
|
|
2014
|
|
2013
|
|
Change**
|
||||||||||||
|
|
|
|
|
|
|
|
|
As Restated
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Other expense, net:
|
$
|
69.3
|
|
|
$
|
74.5
|
|
|
$
|
(5.2
|
)
|
|
$
|
74.5
|
|
|
$
|
33.9
|
|
|
$
|
40.6
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Aerospace and Defense:
|
|
|
|
|
|
||||||
Loss (gain) on legal matters and settlements
|
$
|
50.0
|
|
|
$
|
0.9
|
|
|
$
|
(1.0
|
)
|
Rocketdyne Business acquisition related costs
|
—
|
|
|
—
|
|
|
2.6
|
|
|||
Aerospace and defense unusual items
|
50.0
|
|
|
0.9
|
|
|
1.6
|
|
|||
Corporate:
|
|
|
|
|
|
||||||
Rocketdyne Business acquisition related costs
|
—
|
|
|
—
|
|
|
17.4
|
|
|||
Loss on debt repurchased
|
1.9
|
|
|
60.6
|
|
|
5.0
|
|
|||
Loss on legal settlement
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Loss on bank amendment
|
—
|
|
|
0.2
|
|
|
—
|
|
|||
Corporate unusual items
|
1.9
|
|
|
60.8
|
|
|
22.9
|
|
|||
Total unusual items
|
$
|
51.9
|
|
|
$
|
61.7
|
|
|
$
|
24.5
|
|
Principal amount repurchased
|
$
|
59.6
|
|
Cash repurchase price
|
(119.9
|
)
|
|
Write-off of deferred financing costs
|
(0.3
|
)
|
|
Loss on 4
1
/
16
% Debentures repurchased
|
$
|
(60.6
|
)
|
Principal amount repurchased
|
$
|
5.2
|
|
Cash repurchase price
|
(10.1
|
)
|
|
Write-off of deferred financing costs
|
(0.1
|
)
|
|
Loss on 4
1
/
16
% Debentures repurchased
|
$
|
(5.0
|
)
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Change*
|
|
2014
|
|
2013
|
|
Change**
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Interest expense:
|
$
|
50.4
|
|
|
$
|
52.7
|
|
|
$
|
(2.3
|
)
|
|
$
|
52.7
|
|
|
$
|
48.7
|
|
|
$
|
4.0
|
|
Components of interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contractual interest and other
|
47.7
|
|
|
49.1
|
|
|
(1.4
|
)
|
|
49.1
|
|
|
44.2
|
|
|
4.9
|
|
||||||
Amortization of deferred financing costs
|
2.7
|
|
|
3.6
|
|
|
(0.9
|
)
|
|
3.6
|
|
|
4.5
|
|
|
(0.9
|
)
|
||||||
Interest expense
|
$
|
50.4
|
|
|
$
|
52.7
|
|
|
$
|
(2.3
|
)
|
|
$
|
52.7
|
|
|
$
|
48.7
|
|
|
$
|
4.0
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Income tax provision (benefit)
|
$
|
0.3
|
|
|
$
|
16.3
|
|
|
$
|
(198.4
|
)
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Statutory U.S. federal income tax rate
|
$
|
(5.9
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
(12.5
|
)
|
State and local income taxes, net of U.S. federal income tax effect
|
2.7
|
|
|
3.7
|
|
|
(2.5
|
)
|
|||
Changes in state income tax rates
|
3.2
|
|
|
(0.2
|
)
|
|
(7.7
|
)
|
|||
Reserve adjustments
|
0.4
|
|
|
(0.3
|
)
|
|
1.5
|
|
|||
Valuation allowance adjustments
|
—
|
|
|
0.1
|
|
|
(178.4
|
)
|
|||
Rescindable common stock interest and realized losses (gains)
|
—
|
|
|
0.3
|
|
|
(0.4
|
)
|
|||
Non-deductible convertible subordinated notes interest
|
1.4
|
|
|
2.3
|
|
|
2.8
|
|
|||
Non-deductible premiums on repurchase of convertible subordinated notes
|
—
|
|
|
21.1
|
|
|
1.7
|
|
|||
Research credits
|
—
|
|
|
1.3
|
|
|
(1.2
|
)
|
|||
Retroactive change in federal tax law
|
(1.9
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||
Benefit of manufacturing deductions
|
(1.0
|
)
|
|
(1.4
|
)
|
|
(0.3
|
)
|
|||
Lobbying costs
|
0.6
|
|
|
0.4
|
|
|
0.3
|
|
|||
Other, net
|
0.8
|
|
|
0.5
|
|
|
(0.3
|
)
|
|||
Income tax provision (benefit)
|
$
|
0.3
|
|
|
$
|
16.3
|
|
|
$
|
(198.4
|
)
|
•
|
The three year comprehensive cumulative income position as of November 30, 2015;
|
•
|
Our recent history of generating taxable income which has allowed for the utilization of tax credit carryforwards, and the expected taxable income position for the current year;
|
•
|
Pension rules that allow us to recover pension funding cash contributions through our U.S. government contracts;
|
•
|
Continuing positive results of operations from the acquisition of the Rocketdyne Business;
|
•
|
Establishment and execution of the Competitive Improvement Program evidencing increasing growth and profitability;
|
•
|
Increase in our contract backlog; and
|
•
|
Favorable trends with respect to the market value of certain real estate assets.
|
•
|
Our exposure to environmental remediation obligations and the related uncertainty as to the ultimate exposure upon settlement;
|
•
|
The significance of our defined benefit pension obligation and related impact it could have in future years;
|
•
|
The additional indebtedness incurred in fiscal 2013 related to the acquisition of the Rocketdyne Business that continues to generate interest expense; and
|
•
|
Potential three-year cumulative loss position at the end of fiscal 2016.
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
|
||||||
|
(In millions)
|
||||||||||
Service cost
|
$
|
10.8
|
|
|
$
|
8.9
|
|
|
$
|
6.4
|
|
Interest cost on benefit obligation
|
65.5
|
|
|
69.6
|
|
|
63.4
|
|
|||
Assumed return on plan assets
|
(88.1
|
)
|
|
(92.6
|
)
|
|
(96.4
|
)
|
|||
Amortization of prior service credits
|
(1.1
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||
Amortization of net losses
|
80.5
|
|
|
51.5
|
|
|
92.5
|
|
|||
|
$
|
67.6
|
|
|
$
|
36.5
|
|
|
$
|
65.0
|
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Change*
|
|
2014
|
|
2013
|
|
Change**
|
||||||||||||
|
|
|
As Restated
|
|
|
|
As Restated
|
|
As Restated
|
|
|
||||||||||||
|
(In millions, except percentage amounts)
|
||||||||||||||||||||||
Net sales
|
$
|
1,660.0
|
|
|
$
|
1,596.0
|
|
|
$
|
64.0
|
|
|
$
|
1,596.0
|
|
|
$
|
1,372.4
|
|
|
$
|
223.6
|
|
Segment performance (Non-GAAP measure)
|
48.9
|
|
|
113.7
|
|
|
(64.8
|
)
|
|
113.7
|
|
|
87.7
|
|
|
26.0
|
|
||||||
Segment margin (Non-GAAP measure)
|
2.9
|
%
|
|
7.1
|
%
|
|
|
|
7.1
|
%
|
|
6.4
|
%
|
|
|
||||||||
Segment margin before environmental remediation provision adjustments, retirement benefit expense, Rocketdyne purchase accounting adjustments, and unusual items (Non-GAAP measure)
|
11.4
|
%
|
|
11.1
|
%
|
|
|
|
11.1
|
%
|
|
11.3
|
%
|
|
|
||||||||
Components of segment performance:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Aerospace and Defense
|
$
|
189.2
|
|
|
$
|
177.3
|
|
|
$
|
11.9
|
|
|
$
|
177.3
|
|
|
$
|
155.6
|
|
|
$
|
21.7
|
|
Environmental remediation provision adjustments
|
(16.6
|
)
|
|
(8.8
|
)
|
|
(7.8
|
)
|
|
(8.8
|
)
|
|
(4.6
|
)
|
|
(4.2
|
)
|
||||||
Retirement benefit expense
|
(50.2
|
)
|
|
(25.2
|
)
|
|
(25.0
|
)
|
|
(25.2
|
)
|
|
(44.2
|
)
|
|
19.0
|
|
||||||
Unusual items
|
(50.0
|
)
|
|
(0.9
|
)
|
|
(49.1
|
)
|
|
(0.9
|
)
|
|
(1.6
|
)
|
|
0.7
|
|
||||||
Rocketdyne purchase accounting adjustments not allocable to our U.S. government contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of the Rocketdyne Business’ intangible assets
|
(12.0
|
)
|
|
(12.0
|
)
|
|
—
|
|
|
(12.0
|
)
|
|
(5.0
|
)
|
|
(7.0
|
)
|
||||||
Depreciation associated with the step-up in the fair value of the Rocketdyne Business’ tangible assets
|
(11.2
|
)
|
|
(13.5
|
)
|
|
2.3
|
|
|
(13.5
|
)
|
|
(10.3
|
)
|
|
(3.2
|
)
|
||||||
Cost of sales associated with the step-up in the fair value of the Rocketdyne Business’ inventory
|
(0.3
|
)
|
|
(3.2
|
)
|
|
2.9
|
|
|
(3.2
|
)
|
|
(2.2
|
)
|
|
(1.0
|
)
|
||||||
Aerospace and Defense total
|
$
|
48.9
|
|
|
$
|
113.7
|
|
|
$
|
(64.8
|
)
|
|
$
|
113.7
|
|
|
$
|
87.7
|
|
|
$
|
26.0
|
|
|
Year Ended
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
|
|
|
As Restated
|
|
|
||||||
|
(In millions)
|
|
|
||||||||
Segment margin before environmental remediation provision adjustments, retirement benefit plan expense, Rocketdyne purchase accounting adjustments, and unusual items (Non-GAAP measure)
|
$
|
189.2
|
|
|
$
|
177.3
|
|
|
$
|
11.9
|
|
AR1 research and development
|
32.1
|
|
|
—
|
|
|
32.1
|
|
|||
(Income) loss on Antares AJ-26 program (1)
|
(8.1
|
)
|
|
32.3
|
|
|
(40.4
|
)
|
|||
|
$
|
213.2
|
|
|
$
|
209.6
|
|
|
$
|
3.6
|
|
|
November 30, 2015
|
|
November 30, 2014
|
||||
|
(In billions)
|
||||||
Funded backlog
|
$
|
2.4
|
|
|
$
|
2.2
|
|
Unfunded backlog
|
1.7
|
|
|
0.9
|
|
||
Total contract backlog
|
$
|
4.1
|
|
|
$
|
3.1
|
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Change*
|
|
2014
|
|
2013
|
|
Change**
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net sales
|
$
|
48.3
|
|
|
$
|
6.2
|
|
|
$
|
42.1
|
|
|
$
|
6.2
|
|
|
$
|
5.7
|
|
|
$
|
0.5
|
|
Segment performance
|
34.4
|
|
|
4.2
|
|
|
30.2
|
|
|
4.2
|
|
|
3.8
|
|
|
0.4
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Loss from continuing operations before income taxes
|
$
|
(16.8
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(35.7
|
)
|
Interest expense
|
50.4
|
|
|
52.7
|
|
|
48.7
|
|
|||
Interest income
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Depreciation and amortization
|
65.1
|
|
|
63.7
|
|
|
43.5
|
|
|||
Retirement benefit expense
|
67.6
|
|
|
36.5
|
|
|
65.0
|
|
|||
Unusual items
|
51.9
|
|
|
61.7
|
|
|
24.5
|
|
|||
Adjusted EBITDAP
|
$
|
217.9
|
|
|
$
|
181.5
|
|
|
$
|
145.8
|
|
Adjusted EBITDAP as a percentage of net sales
|
12.8
|
%
|
|
11.3
|
%
|
|
10.6
|
%
|
|
Year ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Cash provided by operating activities
|
$
|
65.1
|
|
|
$
|
150.6
|
|
|
$
|
77.4
|
|
Capital expenditures
|
(36.8
|
)
|
|
(43.4
|
)
|
|
(63.2
|
)
|
|||
Free cash flow(1)
|
$
|
28.3
|
|
|
$
|
107.2
|
|
|
$
|
14.2
|
|
(1)
|
Free Cash Flow, a Non-GAAP financial measure, is defined as cash flow from operating activities less capital expenditures. Free Cash Flow excludes any mandatory debt service requirements and other non-discretionary expenditures. Free Cash Flow should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flows from operations presented in accordance with GAAP. The Company believes Free Cash Flow is useful as it provides supplemental information to assist investors in viewing the business using the same tools that management uses to evaluate progress in achieving the Company’s goals.
|
|
November 30, 2015
|
|
November 30, 2014
|
||||
|
(In millions)
|
||||||
Debt principal
|
$
|
652.0
|
|
|
$
|
782.2
|
|
Cash and cash equivalents
|
(211.1
|
)
|
|
(265.9
|
)
|
||
Net debt
|
$
|
440.9
|
|
|
$
|
516.3
|
|
•
|
accrue for costs associated with the remediation of environmental pollution when it becomes probable that a liability has been incurred and when our proportionate share of the costs can be reasonably estimated; and
|
•
|
record related estimated recoveries when such recoveries are deemed probable.
|
|
Recoverable
Amount (1)
|
|
Reserve
|
|
Estimated Range
of Liability
|
||||
|
(In millions)
|
||||||||
Aerojet Rocketdyne - Sacramento
|
$
|
118.0
|
|
|
$
|
153.0
|
|
|
$153.0 - $253.0
|
Aerojet Rocketdyne - BPOU
|
108.1
|
|
|
140.1
|
|
|
140.1 - 183.9
|
||
Other Aerojet Rocketdyne sites
|
7.6
|
|
|
7.8
|
|
|
7.8 - 13.6
|
||
Other sites
|
0.7
|
|
|
5.2
|
|
|
5.2 - 6.9
|
||
Total
|
$
|
234.4
|
|
|
$
|
306.1
|
|
|
$306.1 - $457.4
|
(1)
|
Excludes the receivable from Northrop of
$68.7 million
as of November 30, 2015 related to environmental costs already paid (and therefore not reserved) by the Company in prior years and reimbursable under the Northrop Agreement.
|
|
Aerojet
Rocketdyne- Sacramento |
|
Aerojet
Rocketdyne- BPOU |
|
Other
Aerojet Rocketdyne Sites |
|
Total
Aerojet Rocketdyne |
|
Other
|
|
Total
Environmental Reserve |
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
November 30, 2012
|
$
|
140.5
|
|
|
$
|
31.2
|
|
|
$
|
10.8
|
|
|
$
|
182.5
|
|
|
$
|
7.0
|
|
|
$
|
189.5
|
|
Additions
|
9.8
|
|
|
5.1
|
|
|
0.1
|
|
|
15.0
|
|
|
3.8
|
|
|
18.8
|
|
||||||
Expenditures
|
(22.3
|
)
|
|
(9.4
|
)
|
|
(2.7
|
)
|
|
(34.4
|
)
|
|
(2.6
|
)
|
|
(37.0
|
)
|
||||||
November 30, 2013
|
128.0
|
|
|
26.9
|
|
|
8.2
|
|
|
163.1
|
|
|
8.2
|
|
|
171.3
|
|
||||||
Additions
|
24.0
|
|
|
4.5
|
|
|
3.3
|
|
|
31.8
|
|
|
1.9
|
|
|
33.7
|
|
||||||
Expenditures
|
(21.6
|
)
|
|
(9.7
|
)
|
|
(3.4
|
)
|
|
(34.7
|
)
|
|
(4.3
|
)
|
|
(39.0
|
)
|
||||||
November 30, 2014
|
130.4
|
|
|
21.7
|
|
|
8.1
|
|
|
160.2
|
|
|
5.8
|
|
|
166.0
|
|
||||||
Additions
|
44.3
|
|
|
129.7
|
|
|
2.0
|
|
|
176.0
|
|
|
0.6
|
|
|
176.6
|
|
||||||
Expenditures
|
(21.7
|
)
|
|
(11.3
|
)
|
|
(2.3
|
)
|
|
(35.3
|
)
|
|
(1.2
|
)
|
|
(36.5
|
)
|
||||||
November 30, 2015
|
$
|
153.0
|
|
|
$
|
140.1
|
|
|
$
|
7.8
|
|
|
$
|
300.9
|
|
|
$
|
5.2
|
|
|
$
|
306.1
|
|
Pre-Close Environmental Costs
|
$
|
20.0
|
|
Amount spent through November 30, 2015
|
(18.5
|
)
|
|
Amount included as a component of reserves for environmental remediation costs in the consolidated balance sheet as of November 30, 2015
|
(1.5
|
)
|
|
Remaining Pre-Close Environmental Costs
|
$
|
—
|
|
Total reimbursable costs under the Northrop Agreement
|
$
|
189.7
|
|
Amount reimbursed to the Company through November 30, 2015
|
(113.2
|
)
|
|
Potential future cost reimbursements available
|
76.5
|
|
|
Receivable from Northrop in excess of the annual limitation included in the consolidated balance sheet as of November 30, 2015
|
(68.7
|
)
|
|
Potential future recoverable amounts available under the Northrop Agreement
|
$
|
7.8
|
|
|
Recoverable Environmental Remediation - U.S. Government
|
|
Recoverable Environmental Remediation - Northrop
|
|
Total Recoverable - U.S. Government and Northrop
|
||||||
|
(In millions)
|
||||||||||
November 30, 2012
|
$
|
111.5
|
|
|
$
|
94.0
|
|
|
$
|
205.5
|
|
Additions
|
8.7
|
|
|
—
|
|
|
8.7
|
|
|||
Reimbursements
|
(22.6
|
)
|
|
(7.9
|
)
|
|
(30.5
|
)
|
|||
Other adjustments
|
1.6
|
|
|
(0.9
|
)
|
|
0.7
|
|
|||
Change in Northrop noncurrent receivable (see discussion above)
|
—
|
|
|
2.7
|
|
|
2.7
|
|
|||
November 30, 2013
|
99.2
|
|
|
87.9
|
|
|
187.1
|
|
|||
Additions
|
21.4
|
|
|
—
|
|
|
21.4
|
|
|||
Reimbursements
|
(23.2
|
)
|
|
(7.8
|
)
|
|
(31.0
|
)
|
|||
Other adjustments, as restated
|
1.7
|
|
|
5.4
|
|
|
7.1
|
|
|||
Change in Northrop noncurrent receivable (see discussion above), as restated
|
—
|
|
|
(3.2
|
)
|
|
(3.2
|
)
|
|||
November 30, 2014
|
99.1
|
|
|
82.3
|
|
|
181.4
|
|
|||
Additions
|
133.6
|
|
|
—
|
|
|
133.6
|
|
|||
Reimbursements
|
(27.2
|
)
|
|
(4.0
|
)
|
|
(31.2
|
)
|
|||
Other adjustments
|
21.1
|
|
|
4.3
|
|
|
25.4
|
|
|||
Change in Northrop noncurrent receivable (see discussion above)
|
—
|
|
|
(6.1
|
)
|
|
(6.1
|
)
|
|||
November 30, 2015
|
$
|
226.6
|
|
|
$
|
76.5
|
|
|
$
|
303.1
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Estimated recoverable amounts under U.S. government contracts and Northrop
|
$
|
159.3
|
|
|
$
|
22.9
|
|
|
$
|
10.4
|
|
Charge to consolidated statement of operations
|
17.3
|
|
|
10.8
|
|
|
8.4
|
|
|||
Total environmental reserve additions
|
$
|
176.6
|
|
|
$
|
33.7
|
|
|
$
|
18.8
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
65.1
|
|
|
$
|
150.6
|
|
|
$
|
77.4
|
|
Net Cash Used in Investing Activities
|
(35.8
|
)
|
|
(35.7
|
)
|
|
(474.9
|
)
|
|||
Net Cash (Used in) Provided by Financing Activities
|
(84.1
|
)
|
|
(46.6
|
)
|
|
433.0
|
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
$
|
(54.8
|
)
|
|
$
|
68.3
|
|
|
$
|
35.5
|
|
|
November 30,
2014
|
|
Cash
Payments
|
|
Non-cash
Activity
|
|
November 30, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
Term loan
|
$
|
98.8
|
|
|
$
|
(5.0
|
)
|
|
$
|
—
|
|
|
$
|
93.8
|
|
7
1
/
8
% Notes
|
460.0
|
|
|
—
|
|
|
—
|
|
|
460.0
|
|
||||
4
1
/
16
% Debentures
|
133.6
|
|
|
—
|
|
|
(49.0
|
)
|
|
84.6
|
|
||||
2
1
/
4
% Convertible Subordinated Debentures
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Delayed draw term loan
|
89.0
|
|
|
(76.0
|
)
|
|
—
|
|
|
13.0
|
|
||||
Other debt
|
0.6
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.4
|
|
||||
Total Debt and Borrowing Activity
|
$
|
782.2
|
|
|
$
|
(81.2
|
)
|
|
$
|
(49.0
|
)
|
|
$
|
652.0
|
|
Financial Covenant
|
|
Actual Ratios as of
November 30, 2015 |
|
Required Ratios
|
Interest coverage ratio, as defined under the Senior Credit Facility
|
|
4.77 to 1.00
|
|
Not less than: 2.40 to 1.00
|
Leverage ratio, as defined under the Senior Credit Facility
|
|
2.21 to 1.00
|
|
Not greater than: 4.50 to 1.00
|
|
Payments due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3
years |
|
3-5
years |
|
After
5 years |
||||||||||
|
(In millions)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior debt
|
$
|
93.8
|
|
|
$
|
5.0
|
|
|
$
|
10.0
|
|
|
$
|
78.8
|
|
|
$
|
—
|
|
Senior secured notes
|
460.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460.0
|
|
|||||
Convertible subordinated notes
|
84.8
|
|
|
—
|
|
|
—
|
|
|
84.8
|
|
|
—
|
|
|||||
Other debt
|
13.4
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
13.0
|
|
|||||
Interest on long-term debt (1)
|
216.2
|
|
|
41.3
|
|
|
82.2
|
|
|
74.9
|
|
|
17.8
|
|
|||||
Postretirement medical and life insurance benefits (2)
|
46.2
|
|
|
6.0
|
|
|
11.3
|
|
|
10.1
|
|
|
18.8
|
|
|||||
Operating leases
|
92.1
|
|
|
17.9
|
|
|
27.3
|
|
|
20.4
|
|
|
26.5
|
|
|||||
Conditional asset retirement obligations (3)
|
29.3
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
20.6
|
|
|||||
Total
|
$
|
1,035.8
|
|
|
$
|
70.5
|
|
|
$
|
130.9
|
|
|
$
|
277.7
|
|
|
$
|
556.7
|
|
(1)
|
Includes interest on variable debt calculated based on interest rates at
November 30, 2015
.
|
(2)
|
The payments presented above are expected payments for the next 10 years. The payments for postretirement medical and life insurance benefits reflect the estimated benefit payments of the plans using the provisions currently in effect. The obligation related to postretirement medical and life insurance benefits is actuarially determined on an annual basis. The estimated payments have been reduced to reflect the provisions of the Medicare Prescription Drug, Improvement and Modernization Act of 2003. A substantial portion of these amounts are recoverable through our contracts with the U.S. government.
|
(3)
|
The conditional asset retirement obligations presented are related to our Aerospace and Defense segment, and certain of these future obligations are allowable costs under our contracts with the U.S. government.
|
•
|
$44.1 million
in outstanding commercial letters of credit expiring through
April 2016
, the majority of which may be renewed, primarily to collateralize obligations for environmental remediation and insurance coverage.
|
•
|
$45.5 million
in outstanding surety bonds to primarily satisfy indemnification obligations for environmental remediation coverage.
|
•
|
Up to $120.0 million aggregate in guarantees by us of Aerojet Rocketdyne’s obligations to U.S. government agencies for environmental remediation activities.
|
•
|
Guarantees, jointly and severally, by our material domestic subsidiaries of their obligations under our Senior Credit Facility and 7
1
/
8
% Notes.
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Favorable effect of the changes in contract estimates on loss from continuing operations before income taxes
|
$
|
41.2
|
|
|
$
|
9.2
|
|
|
$
|
23.2
|
|
Favorable effect of the changes in contract estimates on net (loss) income
|
24.7
|
|
|
5.5
|
|
|
13.6
|
|
|||
Favorable effect of the changes in contract estimates on basic net (loss) income per share
|
0.40
|
|
|
0.10
|
|
|
0.22
|
|
|||
Favorable effect of the changes in contract estimates on diluted net (loss) income per share
|
0.40
|
|
|
0.10
|
|
|
0.16
|
|
|
Pension
Benefits
|
|
Medical and
Life Insurance Benefits
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Discount rate
|
4.26
|
%
|
|
3.96
|
%
|
|
3.87
|
%
|
|
3.54
|
%
|
|
Pension Benefits
|
|
Medical and
Life Insurance Benefits |
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Discount rate
|
3.96
|
%
|
|
4.54
|
%
|
|
3.68
|
%
|
|
3.54
|
%
|
|
3.98
|
%
|
|
3.24
|
%
|
Expected long-term rate of return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
*
|
Not applicable
|
|
Pension Benefits and
Medical and Life Insurance Benefits Discount Rate
|
|
Expected Long-term
Rate of Return
|
|
Assumed Healthcare
Cost Trend Rate
|
||||||||||||||
|
Net Periodic
Benefit Expense
|
|
Projected
Benefit
Obligation
|
|
Net Periodic Pension
Benefit Expense
|
|
Net Periodic
Medical and Life
Insurance Benefit Expense
|
|
Accumulated
Benefit
Obligation
|
||||||||||
|
(In millions)
|
||||||||||||||||||
1% decrease
|
$
|
26.5
|
|
|
$
|
166.1
|
|
|
$
|
11.1
|
|
|
$
|
(0.4
|
)
|
|
$
|
(1.3
|
)
|
1% increase
|
(22.5
|
)
|
|
(139.6
|
)
|
|
(11.1
|
)
|
|
0.4
|
|
|
1.5
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
Fair Value
|
|
Principal Amount
|
||||||||||||
|
November 30, 2015
|
|
November 30, 2014
|
|
November 30, 2015
|
|
November 30, 2014
|
||||||||
|
(In millions)
|
||||||||||||||
Term loan
|
$
|
93.8
|
|
|
$
|
98.8
|
|
|
$
|
93.8
|
|
|
$
|
98.8
|
|
7
1
/
8
% Notes
|
480.1
|
|
|
483.6
|
|
|
460.0
|
|
|
460.0
|
|
||||
4
1
/
16
% Debentures
|
164.0
|
|
|
248.2
|
|
|
84.6
|
|
|
133.6
|
|
||||
Delayed draw term loan
|
13.0
|
|
|
89.0
|
|
|
13.0
|
|
|
89.0
|
|
||||
Other debt
|
0.6
|
|
|
0.8
|
|
|
0.6
|
|
|
0.8
|
|
||||
|
$
|
751.5
|
|
|
$
|
920.4
|
|
|
$
|
652.0
|
|
|
$
|
782.2
|
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
1,708.3
|
|
|
$
|
1,602.2
|
|
|
$
|
1,378.1
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales (exclusive of items shown separately below)
|
1,459.5
|
|
|
1,406.2
|
|
|
1,234.3
|
|
|||
AR1 research and development (see Note 1)
|
32.1
|
|
|
—
|
|
|
—
|
|
|||
Selling, general and administrative
|
49.0
|
|
|
38.2
|
|
|
53.6
|
|
|||
Depreciation and amortization
|
65.1
|
|
|
63.7
|
|
|
43.5
|
|
|||
Other expense, net:
|
|
|
|
|
|
||||||
Loss on debt repurchased
|
1.9
|
|
|
60.6
|
|
|
5.0
|
|
|||
Legal settlement
|
50.0
|
|
|
—
|
|
|
—
|
|
|||
Other
|
17.4
|
|
|
13.9
|
|
|
28.9
|
|
|||
Total operating costs and expenses
|
1,675.0
|
|
|
1,582.6
|
|
|
1,365.3
|
|
|||
Operating income
|
33.3
|
|
|
19.6
|
|
|
12.8
|
|
|||
Non-operating (income) expense:
|
|
|
|
|
|
||||||
Interest income
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Interest expense
|
50.4
|
|
|
52.7
|
|
|
48.7
|
|
|||
Total non-operating expense, net
|
50.1
|
|
|
52.6
|
|
|
48.5
|
|
|||
Loss from continuing operations before income taxes
|
(16.8
|
)
|
|
(33.0
|
)
|
|
(35.7
|
)
|
|||
Income tax provision (benefit)
|
0.3
|
|
|
16.3
|
|
|
(198.4
|
)
|
|||
(Loss) income from continuing operations
|
(17.1
|
)
|
|
(49.3
|
)
|
|
162.7
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
0.9
|
|
|
(0.7
|
)
|
|
0.2
|
|
|||
Net (loss) income
|
$
|
(16.2
|
)
|
|
$
|
(50.0
|
)
|
|
$
|
162.9
|
|
(Loss) income per share of common stock
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
(Loss) income per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
2.68
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
0.01
|
|
|
(0.01
|
)
|
|
—
|
|
|||
Net (loss) income per share
|
$
|
(0.27
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
2.68
|
|
Diluted:
|
|
|
|
|
|
||||||
(Loss) income per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
2.05
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
0.01
|
|
|
(0.01
|
)
|
|
—
|
|
|||
Net (loss) income per share
|
$
|
(0.27
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
2.05
|
|
Weighted average shares of common stock outstanding, basic
|
61.1
|
|
|
57.9
|
|
|
59.6
|
|
|||
Weighted average shares of common stock outstanding, diluted
|
61.1
|
|
|
57.9
|
|
|
81.9
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Net (loss) income
|
$
|
(16.2
|
)
|
|
$
|
(50.0
|
)
|
|
$
|
162.9
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Amortization of net actuarial losses, net of $31.3 million, $20.4 million, and $1.2 million of income taxes in fiscal 2015, 2014, and 2013, respectively
|
49.4
|
|
|
31.1
|
|
|
91.3
|
|
|||
Actuarial (losses) gains, net of $36.9 million, $89.8 million, and $1.1 million of income taxes in fiscal 2015, 2014, and 2013, respectively
|
(56.6
|
)
|
|
(136.0
|
)
|
|
167.6
|
|
|||
Amortization of prior service credits, net of $0.4 million, $0.4 million and $0.1 million of income taxes in fiscal 2015, 2014, and 2013, respectively
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(0.9
|
)
|
|||
Comprehensive (loss) income
|
$
|
(24.2
|
)
|
|
$
|
(155.4
|
)
|
|
$
|
420.9
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
As Restated
|
||||
|
(In millions, except per share amounts)
|
||||||
ASSETS
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
211.1
|
|
|
$
|
265.9
|
|
Accounts receivable
|
171.5
|
|
|
170.5
|
|
||
Inventories
|
157.5
|
|
|
138.0
|
|
||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
24.0
|
|
|
19.4
|
|
||
Receivable from Northrop Grumman Corporation (“Northrop”)
|
6.0
|
|
|
6.0
|
|
||
Other current assets, net
|
61.5
|
|
|
38.6
|
|
||
Income taxes
|
2.9
|
|
|
2.1
|
|
||
Deferred income taxes
|
28.1
|
|
|
19.9
|
|
||
Total Current Assets
|
662.6
|
|
|
660.4
|
|
||
Noncurrent Assets
|
|
|
|
||||
Property, plant and equipment, net
|
365.8
|
|
|
366.5
|
|
||
Real estate held for entitlement and leasing
|
86.2
|
|
|
94.4
|
|
||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
210.4
|
|
|
87.2
|
|
||
Receivable from Northrop
|
62.7
|
|
|
68.8
|
|
||
Deferred income taxes
|
286.7
|
|
|
261.4
|
|
||
Goodwill
|
158.1
|
|
|
158.1
|
|
||
Intangible assets
|
108.8
|
|
|
122.2
|
|
||
Income taxes
|
7.9
|
|
|
6.6
|
|
||
Other noncurrent assets, net
|
85.7
|
|
|
93.0
|
|
||
Total Noncurrent Assets
|
1,372.3
|
|
|
1,258.2
|
|
||
Total Assets
|
$
|
2,034.9
|
|
|
$
|
1,918.6
|
|
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT
|
|||||||
Current Liabilities
|
|
|
|
||||
Short-term borrowings and current portion of long-term debt
|
$
|
5.3
|
|
|
$
|
5.3
|
|
Accounts payable
|
105.2
|
|
|
104.0
|
|
||
Reserves for environmental remediation costs
|
32.6
|
|
|
31.9
|
|
||
Postretirement medical and life insurance benefits
|
6.0
|
|
|
6.4
|
|
||
Advance payments on contracts
|
203.7
|
|
|
197.4
|
|
||
Other current liabilities
|
201.3
|
|
|
221.4
|
|
||
Total Current Liabilities
|
554.1
|
|
|
566.4
|
|
||
Noncurrent Liabilities
|
|
|
|
||||
Senior debt
|
88.8
|
|
|
93.8
|
|
||
Second-priority senior notes
|
460.0
|
|
|
460.0
|
|
||
Convertible subordinated notes
|
84.8
|
|
|
133.8
|
|
||
Other debt
|
13.1
|
|
|
89.3
|
|
||
Reserves for environmental remediation costs
|
273.5
|
|
|
134.1
|
|
||
Pension benefits
|
566.2
|
|
|
482.8
|
|
||
Postretirement medical and life insurance benefits
|
45.5
|
|
|
51.7
|
|
||
Other noncurrent liabilities
|
94.4
|
|
|
80.6
|
|
||
Total Noncurrent Liabilities
|
1,626.3
|
|
|
1,526.1
|
|
||
Total Liabilities
|
2,180.4
|
|
|
2,092.5
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Redeemable common stock, par value of $0.10; 0.1 million shares issued and outstanding as of November 30, 2015 and 2014
|
0.9
|
|
|
1.6
|
|
||
Stockholders’ Deficit
|
|
|
|
||||
Preference stock, par value of $1.00; 15.0 million shares authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value of $0.10; 150.0 million shares authorized; 62.9 million shares issued and outstanding as of November 30, 2015; 56.9 million shares issued and outstanding as of November 30, 2014
|
6.5
|
|
|
5.9
|
|
||
Other capital
|
340.1
|
|
|
287.4
|
|
||
Treasury stock at cost, 3.5 million shares as of November 30, 2015 and 2014
|
(64.5
|
)
|
|
(64.5
|
)
|
||
Accumulated deficit
|
(86.8
|
)
|
|
(70.6
|
)
|
||
Accumulated other comprehensive loss, net of income taxes
|
(341.7
|
)
|
|
(333.7
|
)
|
||
Total Stockholders’ Deficit
|
(146.4
|
)
|
|
(175.5
|
)
|
||
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit
|
$
|
2,034.9
|
|
|
$
|
1,918.6
|
|
|
Common Stock
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' (Deficit) Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Other Capital
|
|
Treasury Stock
|
|
Accumulated Deficit
|
|
|
|||||||||||||||
|
|
|
|
|
As Restated
|
|
|
|
As Restated
|
|
As Restated
|
|
As Restated
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||
November 30, 2012
|
58.9
|
|
|
$
|
5.9
|
|
|
$
|
269.6
|
|
|
$
|
—
|
|
|
$
|
(183.5
|
)
|
|
$
|
(486.3
|
)
|
|
$
|
(394.3
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162.9
|
|
|
—
|
|
|
162.9
|
|
||||||
Amortization of net actuarial losses, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91.3
|
|
|
91.3
|
|
||||||
Actuarial gains arising during the period, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167.6
|
|
|
167.6
|
|
||||||
Amortization of prior service credits, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
||||||
Conversion of debt to common stock
|
0.2
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
||||||
Reclassification from redeemable common stock
|
0.4
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
||||||
Stock-based compensation and shares issued under equity plans and other, net
|
0.4
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
||||||
November 30, 2013
|
59.9
|
|
|
5.9
|
|
|
280.3
|
|
|
—
|
|
|
(20.6
|
)
|
|
(228.3
|
)
|
|
37.3
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.0
|
)
|
|
—
|
|
|
(50.0
|
)
|
||||||
Amortization of net actuarial losses, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.1
|
|
|
31.1
|
|
||||||
Actuarial losses arising during the period, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(136.0
|
)
|
|
(136.0
|
)
|
||||||
Amortization of prior service credits, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||
Reclassification from redeemable common stock
|
0.1
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
||||||
Tax benefit from shares issued under equity plans
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||||
Purchase of treasury stock
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
(64.5
|
)
|
|
—
|
|
|
—
|
|
|
(64.5
|
)
|
||||||
Stock-based compensation and shares issued under equity plans, net
|
0.4
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
||||||
November 30, 2014
|
56.9
|
|
|
5.9
|
|
|
287.4
|
|
|
(64.5
|
)
|
|
(70.6
|
)
|
|
(333.7
|
)
|
|
(175.5
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
—
|
|
|
(16.2
|
)
|
||||||
Amortization of net actuarial losses, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.4
|
|
|
49.4
|
|
||||||
Actuarial losses and prior service costs arising during the period, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.6
|
)
|
|
(56.6
|
)
|
||||||
Amortization of prior service credits, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||||
Reclassification from redeemable common stock
|
(0.1
|
)
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||
Tax benefit from shares issued under equity plans
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||||
Conversion of debt to common stock
|
5.5
|
|
|
0.5
|
|
|
48.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.0
|
|
||||||
Repurchase of shares to satisfy tax withholding obligations
|
(0.3
|
)
|
|
—
|
|
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
||||||
Stock-based compensation and shares issued under equity plans, net
|
0.9
|
|
|
0.1
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
||||||
November 30, 2015
|
62.9
|
|
|
$
|
6.5
|
|
|
$
|
340.1
|
|
|
$
|
(64.5
|
)
|
|
$
|
(86.8
|
)
|
|
$
|
(341.7
|
)
|
|
$
|
(146.4
|
)
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
As Restated
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(16.2
|
)
|
|
$
|
(50.0
|
)
|
|
$
|
162.9
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
(Income) loss
from discontinued operations, net of income taxes
|
(0.9
|
)
|
|
0.7
|
|
|
(0.2
|
)
|
|||
Depreciation and amortization
|
65.1
|
|
|
63.7
|
|
|
43.5
|
|
|||
Amortization of financing costs
|
2.7
|
|
|
3.6
|
|
|
4.5
|
|
|||
Stock-based compensation
|
8.6
|
|
|
5.7
|
|
|
14.1
|
|
|||
Retirement benefit expense
|
67.6
|
|
|
36.5
|
|
|
65.0
|
|
|||
Loss on debt repurchased
|
1.9
|
|
|
60.6
|
|
|
5.0
|
|
|||
Loss on bank amendment
|
—
|
|
|
0.2
|
|
|
—
|
|
|||
Loss on disposal of long-lived assets
|
0.7
|
|
|
2.8
|
|
|
—
|
|
|||
Gain on sale of technology
|
(1.0
|
)
|
|
(6.8
|
)
|
|
—
|
|
|||
Tax benefit on stock-based awards
|
(2.5
|
)
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|||
Changes in assets and liabilities, net of effects from acquisition:
|
|
|
|
|
|
||||||
Accounts receivable
|
(1.0
|
)
|
|
28.9
|
|
|
(24.0
|
)
|
|||
Inventories
|
(19.5
|
)
|
|
(32.0
|
)
|
|
(26.4
|
)
|
|||
Other current assets, net
|
(22.8
|
)
|
|
(10.8
|
)
|
|
(4.4
|
)
|
|||
Income tax receivable
|
(2.9
|
)
|
|
3.7
|
|
|
(11.8
|
)
|
|||
Real estate held for entitlement and leasing
|
(7.8
|
)
|
|
(15.0
|
)
|
|
(4.4
|
)
|
|||
Receivable from Northrop
|
6.1
|
|
|
(2.8
|
)
|
|
3.3
|
|
|||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
(127.8
|
)
|
|
8.5
|
|
|
15.1
|
|
|||
Other noncurrent assets
|
11.9
|
|
|
(24.1
|
)
|
|
(2.0
|
)
|
|||
Accounts payable
|
(5.1
|
)
|
|
(18.2
|
)
|
|
49.7
|
|
|||
Retirement benefits
|
(4.9
|
)
|
|
(5.3
|
)
|
|
(5.4
|
)
|
|||
Advance payments on contracts
|
6.3
|
|
|
96.9
|
|
|
(47.8
|
)
|
|||
Other current liabilities
|
(17.8
|
)
|
|
19.8
|
|
|
57.8
|
|
|||
Deferred income taxes
|
(27.6
|
)
|
|
(7.1
|
)
|
|
(199.5
|
)
|
|||
Reserves for environmental remediation costs
|
140.1
|
|
|
(5.3
|
)
|
|
(18.2
|
)
|
|||
Other noncurrent liabilities and other
|
12.0
|
|
|
(0.2
|
)
|
|
0.9
|
|
|||
Net cash provided by continuing operations
|
65.2
|
|
|
152.7
|
|
|
77.5
|
|
|||
Net cash used in discontinued operations
|
(0.1
|
)
|
|
(2.1
|
)
|
|
(0.1
|
)
|
|||
Net Cash Provided by Operating Activities
|
65.1
|
|
|
150.6
|
|
|
77.4
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchases of restricted cash investments
|
—
|
|
|
—
|
|
|
(470.0
|
)
|
|||
Sale of restricted cash investments
|
—
|
|
|
—
|
|
|
470.0
|
|
|||
Purchase of Rocketdyne Business
|
—
|
|
|
0.2
|
|
|
(411.2
|
)
|
|||
Purchases of investments
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
Proceeds from sale of technology
|
1.0
|
|
|
7.5
|
|
|
—
|
|
|||
Capital expenditures
|
(36.8
|
)
|
|
(43.4
|
)
|
|
(63.2
|
)
|
|||
Net Cash Used in Investing Activities
|
(35.8
|
)
|
|
(35.7
|
)
|
|
(474.9
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
—
|
|
|
189.0
|
|
|
460.0
|
|
|||
Debt issuance costs
|
—
|
|
|
(4.2
|
)
|
|
(14.9
|
)
|
|||
Debt repayments/repurchases
|
(81.2
|
)
|
|
(166.3
|
)
|
|
(12.8
|
)
|
|||
Proceeds from shares issued under equity plans, net
|
1.3
|
|
|
0.2
|
|
|
0.7
|
|
|||
Repurchase of shares to satisfy tax withholding obligations
|
(6.7
|
)
|
|
(2.1
|
)
|
|
(0.2
|
)
|
|||
Purchase of treasury stock
|
—
|
|
|
(64.5
|
)
|
|
—
|
|
|||
Tax benefit on stock-based awards
|
2.5
|
|
|
1.3
|
|
|
0.2
|
|
|||
Net Cash (Used in) Provided by Financing Activities
|
(84.1
|
)
|
|
(46.6
|
)
|
|
433.0
|
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(54.8
|
)
|
|
68.3
|
|
|
35.5
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
265.9
|
|
|
197.6
|
|
|
162.1
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
211.1
|
|
|
$
|
265.9
|
|
|
$
|
197.6
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
49.3
|
|
|
$
|
46.9
|
|
|
$
|
33.7
|
|
Cash paid for income taxes, net
|
27.9
|
|
|
4.9
|
|
|
8.4
|
|
|||
Conversion of debt to common stock
|
49.0
|
|
|
—
|
|
|
1.6
|
|
|
|
|
Fair value measurement at November 30, 2015
|
||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Money market funds
|
$
|
187.2
|
|
|
$
|
187.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair value measurement at November 30, 2014
|
||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Money market funds
|
$
|
233.4
|
|
|
$
|
233.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total
|
|
Cash and
Cash Equivalents
|
|
Money Market
Funds
|
||||||
|
(In millions)
|
||||||||||
Cash and cash equivalents
|
$
|
211.1
|
|
|
$
|
33.8
|
|
|
$
|
177.3
|
|
Grantor trust (included as a component of other current and noncurrent assets)
|
9.9
|
|
|
—
|
|
|
9.9
|
|
|||
|
$
|
221.0
|
|
|
$
|
33.8
|
|
|
$
|
187.2
|
|
|
Fair Value
|
|
Principal Amount
|
||||||||||||
|
November 30, 2015
|
|
November 30, 2014
|
|
November 30, 2015
|
|
November 30, 2014
|
||||||||
|
(In millions)
|
||||||||||||||
Term loan
|
$
|
93.8
|
|
|
$
|
98.8
|
|
|
$
|
93.8
|
|
|
$
|
98.8
|
|
7.125% Second-Priority Senior Secured Notes (“7
1
/
8
% Notes”)
|
480.1
|
|
|
483.6
|
|
|
460.0
|
|
|
460.0
|
|
||||
4
1
/
16
% Convertible Subordinated Debentures (“4
1
/
16
% Debentures”)
|
164.0
|
|
|
248.2
|
|
|
84.6
|
|
|
133.6
|
|
||||
Delayed draw term loan
|
13.0
|
|
|
89.0
|
|
|
13.0
|
|
|
89.0
|
|
||||
Other debt
|
0.6
|
|
|
0.8
|
|
|
0.6
|
|
|
0.8
|
|
||||
|
$
|
751.5
|
|
|
$
|
920.4
|
|
|
$
|
652.0
|
|
|
$
|
782.2
|
|
Buildings and improvements
|
9 - 40 years
|
Machinery and equipment
|
5 - 19 years
|
Balance as of November 30, 2012
|
$
|
20.8
|
|
Rocketdyne Business Acquisition
|
1.2
|
|
|
Additions and other, net
|
(0.6
|
)
|
|
Accretion
|
1.5
|
|
|
Balance as of November 30, 2013
|
22.9
|
|
|
Additions and other, net
|
(0.2
|
)
|
|
Accretion
|
1.7
|
|
|
Balance as of November 30, 2014
|
24.4
|
|
|
Additions and other, net
|
3.0
|
|
|
Accretion
|
1.9
|
|
|
Balance as of November 30, 2015
|
$
|
29.3
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Favorable effect of the changes in contract estimates on loss from continuing operations before income taxes
|
$
|
41.2
|
|
|
$
|
9.2
|
|
|
$
|
23.2
|
|
Favorable effect of the changes in contract estimates on net (loss) income
|
24.7
|
|
|
5.5
|
|
|
13.6
|
|
|||
Favorable effect of the changes in contract estimates on basic net (loss) income per share
|
0.40
|
|
|
0.10
|
|
|
0.22
|
|
|||
Favorable effect of the changes in contract estimates on diluted net (loss) income per share
|
0.40
|
|
|
0.10
|
|
|
0.16
|
|
|
U.S. Government
Sales |
|
Percentage of Net
Sales |
|||
Fiscal 2015
|
$
|
1,529.2
|
|
|
90
|
%
|
Fiscal 2014
|
1,478.6
|
|
|
92
|
%
|
|
Fiscal 2013
|
1,305.9
|
|
|
95
|
%
|
|
Year Ended
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Lockheed Martin Corporation ("Lockheed Martin")
|
29
|
%
|
|
28
|
%
|
|
23
|
%
|
Raytheon Company ("Raytheon")
|
20
|
|
|
17
|
|
|
33
|
|
United Launch Alliance ("ULA")
|
19
|
|
|
25
|
|
|
18
|
|
NASA
|
11
|
|
|
11
|
|
|
*
|
|
*
|
Less than
10%
.
|
|
|
Income (loss) before income taxes
|
||||||||||
Reporting Period
|
|
First nine months of fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Purchase accounting for contracts acquired as part of the acquisition of the Rocketdyne Business (1)
|
|
$
|
(0.5
|
)
|
|
$
|
3.1
|
|
|
$
|
(7.8
|
)
|
Contract accounting related to subsequent modifications to one significant acquired Rocketdyne Business contract (2)
|
|
1.3
|
|
|
2.9
|
|
|
—
|
|
|||
Contract accounting related to improper recognition of sales incentives (3)
|
|
—
|
|
|
1.9
|
|
|
(2.0
|
)
|
|||
Other individually immaterial items
|
|
(1.2
|
)
|
|
(1.5
|
)
|
|
0.3
|
|
Reporting Period
|
|
Net (Loss) Income
|
||
First nine months of fiscal 2015
|
|
$
|
(0.3
|
)
|
Fiscal 2014
|
|
3.0
|
|
|
Fiscal 2013
|
|
(5.0
|
)
|
|
November 30, 2014
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
ASSETS
|
|
|
|
|
|||||||
Current Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
265.9
|
|
|
$
|
—
|
|
|
$
|
265.9
|
|
Accounts receivable
|
172.9
|
|
|
(2.4
|
)
|
|
170.5
|
|
|||
Inventories
|
139.0
|
|
|
(1.0
|
)
|
|
138.0
|
|
|||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
19.4
|
|
|
—
|
|
|
19.4
|
|
|||
Receivable from Northrop
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|||
Other current assets, net
|
35.9
|
|
|
2.7
|
|
|
38.6
|
|
|||
Income taxes
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||
Deferred income taxes
|
25.3
|
|
|
(5.4
|
)
|
|
19.9
|
|
|||
Total Current Assets
|
666.5
|
|
|
(6.1
|
)
|
|
660.4
|
|
|||
Noncurrent Assets
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
367.5
|
|
|
(1.0
|
)
|
|
366.5
|
|
|||
Real estate held for entitlement and leasing
|
94.4
|
|
|
—
|
|
|
94.4
|
|
|||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
81.2
|
|
|
6.0
|
|
|
87.2
|
|
|||
Receivable from Northrop
|
74.8
|
|
|
(6.0
|
)
|
|
68.8
|
|
|||
Deferred income taxes
|
259.0
|
|
|
2.4
|
|
|
261.4
|
|
|||
Goodwill
|
164.4
|
|
|
(6.3
|
)
|
|
158.1
|
|
|||
Intangible assets
|
122.2
|
|
|
—
|
|
|
122.2
|
|
|||
Income taxes
|
—
|
|
|
6.6
|
|
|
6.6
|
|
|||
Other noncurrent assets, net
|
91.6
|
|
|
1.4
|
|
|
93.0
|
|
|||
Total Noncurrent Assets
|
1,255.1
|
|
|
3.1
|
|
|
1,258.2
|
|
|||
Total Assets
|
$
|
1,921.6
|
|
|
$
|
(3.0
|
)
|
|
$
|
1,918.6
|
|
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|||||||
Current Liabilities
|
|
|
|
|
|
||||||
Short-term borrowings and current portion of long-term debt
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
Accounts payable
|
103.5
|
|
|
0.5
|
|
|
104.0
|
|
|||
Reserves for environmental remediation costs
|
31.9
|
|
|
—
|
|
|
31.9
|
|
|||
Postretirement medical and life insurance benefits
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|||
Advance payments on contracts
|
198.5
|
|
|
(1.1
|
)
|
|
197.4
|
|
|||
Other current liabilities
|
221.7
|
|
|
(0.3
|
)
|
|
221.4
|
|
|||
Total Current Liabilities
|
567.3
|
|
|
(0.9
|
)
|
|
566.4
|
|
|||
Noncurrent Liabilities
|
|
|
|
|
|
||||||
Senior debt
|
93.8
|
|
|
—
|
|
|
93.8
|
|
|||
Second-priority senior notes
|
460.0
|
|
|
—
|
|
|
460.0
|
|
|||
Convertible subordinated notes
|
133.8
|
|
|
—
|
|
|
133.8
|
|
|||
Other debt
|
89.3
|
|
|
—
|
|
|
89.3
|
|
|||
Reserves for environmental remediation costs
|
134.1
|
|
|
—
|
|
|
134.1
|
|
|||
Pension benefits
|
482.8
|
|
|
—
|
|
|
482.8
|
|
|||
Postretirement medical and life insurance benefits
|
51.7
|
|
|
—
|
|
|
51.7
|
|
|||
Other noncurrent liabilities
|
79.7
|
|
|
0.9
|
|
|
80.6
|
|
|||
Total Noncurrent Liabilities
|
1,525.2
|
|
|
0.9
|
|
|
1,526.1
|
|
|||
Total Liabilities
|
2,092.5
|
|
|
—
|
|
|
2,092.5
|
|
|||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||||||
Redeemable common stock
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||
Stockholders’ Deficit
|
|
|
|
|
|
||||||
Preference stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock
|
5.9
|
|
|
—
|
|
|
5.9
|
|
|||
Other capital
|
287.3
|
|
|
0.1
|
|
|
287.4
|
|
|||
Treasury stock
|
(64.5
|
)
|
|
—
|
|
|
(64.5
|
)
|
|||
Accumulated deficit
|
(67.0
|
)
|
|
(3.6
|
)
|
|
(70.6
|
)
|
|||
Accumulated other comprehensive loss, net of income taxes
|
(334.2
|
)
|
|
0.5
|
|
|
(333.7
|
)
|
|||
Total Stockholders’ Deficit
|
(172.5
|
)
|
|
(3.0
|
)
|
|
(175.5
|
)
|
|||
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit
|
$
|
1,921.6
|
|
|
$
|
(3.0
|
)
|
|
$
|
1,918.6
|
|
|
Year Ended 2014
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
1,597.4
|
|
|
$
|
4.8
|
|
|
$
|
1,602.2
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales (exclusive of items shown separately below)
|
1,408.1
|
|
|
(1.9
|
)
|
|
1,406.2
|
|
|||
Selling, general and administrative
|
37.9
|
|
|
0.3
|
|
|
38.2
|
|
|||
Depreciation and amortization
|
63.7
|
|
|
—
|
|
|
63.7
|
|
|||
Other expense, net:
|
|
|
|
|
|
||||||
Loss on debt repurchased
|
60.6
|
|
|
—
|
|
|
60.6
|
|
|||
Other
|
13.9
|
|
|
—
|
|
|
13.9
|
|
|||
Total operating costs and expenses
|
1,584.2
|
|
|
(1.6
|
)
|
|
1,582.6
|
|
|||
Operating income
|
13.2
|
|
|
6.4
|
|
|
19.6
|
|
|||
Non-operating (income) expense:
|
|
|
|
|
|
||||||
Interest income
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Interest expense
|
52.7
|
|
|
—
|
|
|
52.7
|
|
|||
Total non-operating expense, net
|
52.6
|
|
|
—
|
|
|
52.6
|
|
|||
Loss from continuing operations before income taxes
|
(39.4
|
)
|
|
6.4
|
|
|
(33.0
|
)
|
|||
Income tax provision
|
12.9
|
|
|
3.4
|
|
|
16.3
|
|
|||
Loss from continuing operations
|
(52.3
|
)
|
|
3.0
|
|
|
(49.3
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||
Net loss
|
$
|
(53.0
|
)
|
|
$
|
3.0
|
|
|
$
|
(50.0
|
)
|
Loss per share of common stock
|
|
|
|
|
|
||||||
Basic and Diluted:
|
|
|
|
|
|
||||||
Loss per share from continuing operations
|
$
|
(0.91
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.85
|
)
|
Loss per share from discontinued operations, net of income taxes
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||
Net loss per share
|
$
|
(0.92
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.86
|
)
|
Weighted average shares of common stock outstanding, basic and diluted
|
57.9
|
|
|
—
|
|
|
57.9
|
|
|
Year Ended 2014
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Net loss
|
$
|
(53.0
|
)
|
|
$
|
3.0
|
|
|
$
|
(50.0
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Amortization of net actuarial losses, net of income taxes
|
30.7
|
|
|
0.4
|
|
|
31.1
|
|
|||
Actuarial losses, net of income taxes
|
(142.0
|
)
|
|
6.0
|
|
|
(136.0
|
)
|
|||
Amortization of prior service credits, net of income taxes
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Comprehensive loss
|
$
|
(164.8
|
)
|
|
$
|
9.4
|
|
|
$
|
(155.4
|
)
|
|
Year Ended 2013
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
1,383.1
|
|
|
$
|
(5.0
|
)
|
|
$
|
1,378.1
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales (exclusive of items shown separately below)
|
1,229.6
|
|
|
4.7
|
|
|
1,234.3
|
|
|||
Selling, general and administrative
|
53.6
|
|
|
—
|
|
|
53.6
|
|
|||
Depreciation and amortization
|
43.8
|
|
|
(0.3
|
)
|
|
43.5
|
|
|||
Other expense, net:
|
|
|
|
|
|
||||||
Loss on debt repurchased
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|||
Other
|
28.8
|
|
|
0.1
|
|
|
28.9
|
|
|||
Total operating costs and expenses
|
1,360.8
|
|
|
4.5
|
|
|
1,365.3
|
|
|||
Operating income
|
22.3
|
|
|
(9.5
|
)
|
|
12.8
|
|
|||
Non-operating (income) expense:
|
|
|
|
|
|
||||||
Interest income
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Interest expense
|
48.7
|
|
|
—
|
|
|
48.7
|
|
|||
Total non-operating expense, net
|
48.5
|
|
|
—
|
|
|
48.5
|
|
|||
Loss from continuing operations before income taxes
|
(26.2
|
)
|
|
(9.5
|
)
|
|
(35.7
|
)
|
|||
Income tax benefit
|
(193.9
|
)
|
|
(4.5
|
)
|
|
(198.4
|
)
|
|||
Income from continuing operations
|
167.7
|
|
|
(5.0
|
)
|
|
162.7
|
|
|||
Income from discontinued operations, net of income taxes
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Net income
|
$
|
167.9
|
|
|
$
|
(5.0
|
)
|
|
$
|
162.9
|
|
Income per share of common stock
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
$
|
2.76
|
|
|
$
|
(0.08
|
)
|
|
$
|
2.68
|
|
Income per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income per share
|
$
|
2.76
|
|
|
$
|
(0.08
|
)
|
|
$
|
2.68
|
|
Diluted:
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
$
|
2.11
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.05
|
|
Income per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income per share
|
$
|
2.11
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.05
|
|
Weighted average shares of common stock outstanding, basic
|
59.6
|
|
|
—
|
|
|
59.6
|
|
|||
Weighted average shares of common stock outstanding, diluted
|
81.9
|
|
|
—
|
|
|
81.9
|
|
|
Year Ended 2013
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
167.9
|
|
|
$
|
(5.0
|
)
|
|
$
|
162.9
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Amortization of actuarial losses, net of income taxes
|
91.3
|
|
|
—
|
|
|
91.3
|
|
|||
Actuarial gains, net of income taxes
|
173.5
|
|
|
(5.9
|
)
|
|
167.6
|
|
|||
Amortization of prior service credits, net of income taxes
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||
Comprehensive income
|
$
|
431.8
|
|
|
$
|
(10.9
|
)
|
|
$
|
420.9
|
|
|
Year Ended 2014
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(53.0
|
)
|
|
$
|
3.0
|
|
|
$
|
(50.0
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of income taxes
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||
Depreciation and amortization
|
63.7
|
|
|
—
|
|
|
63.7
|
|
|||
Amortization of financing costs
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|||
Stock-based compensation
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|||
Retirement benefit expense
|
35.6
|
|
|
0.9
|
|
|
36.5
|
|
|||
Loss on debt repurchased
|
60.6
|
|
|
—
|
|
|
60.6
|
|
|||
Loss on bank amendment
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Loss on disposal of long-lived assets
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|||
Gain on sale of technology
|
(6.8
|
)
|
|
—
|
|
|
(6.8
|
)
|
|||
Tax benefit on stock-based awards
|
(1.5
|
)
|
|
0.2
|
|
|
(1.3
|
)
|
|||
Changes in assets and liabilities, net of effects from acquisition:
|
|
|
|
|
|
||||||
Accounts receivable
|
41.0
|
|
|
(12.1
|
)
|
|
28.9
|
|
|||
Inventories
|
(33.9
|
)
|
|
1.9
|
|
|
(32.0
|
)
|
|||
Other current assets, net
|
(12.8
|
)
|
|
2.0
|
|
|
(10.8
|
)
|
|||
Income tax receivable
|
11.1
|
|
|
(7.4
|
)
|
|
3.7
|
|
|||
Real estate held for entitlement and leasing
|
(15.0
|
)
|
|
—
|
|
|
(15.0
|
)
|
|||
Receivable from Northrop
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
8.5
|
|
|
—
|
|
|
8.5
|
|
|||
Other noncurrent assets
|
(24.3
|
)
|
|
0.2
|
|
|
(24.1
|
)
|
|||
Accounts payable
|
(19.0
|
)
|
|
0.8
|
|
|
(18.2
|
)
|
|||
Retirement benefits
|
(5.3
|
)
|
|
—
|
|
|
(5.3
|
)
|
|||
Advance payments on contracts
|
94.1
|
|
|
2.8
|
|
|
96.9
|
|
|||
Other current liabilities
|
22.0
|
|
|
(2.2
|
)
|
|
19.8
|
|
|||
Deferred income taxes
|
(18.1
|
)
|
|
11.0
|
|
|
(7.1
|
)
|
|||
Reserves for environmental remediation costs
|
(5.3
|
)
|
|
—
|
|
|
(5.3
|
)
|
|||
Other noncurrent liabilities and other
|
0.7
|
|
|
(0.9
|
)
|
|
(0.2
|
)
|
|||
Net cash provided by continuing operations
|
152.5
|
|
|
0.2
|
|
|
152.7
|
|
|||
Net cash used in discontinued operations
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|||
Net Cash Provided by Operating Activities
|
150.4
|
|
|
0.2
|
|
|
150.6
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchase of Rocketdyne Business
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Proceeds from sale of technology
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|||
Capital expenditures
|
(43.4
|
)
|
|
—
|
|
|
(43.4
|
)
|
|||
Net Cash Used in Investing Activities
|
(35.7
|
)
|
|
—
|
|
|
(35.7
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
189.0
|
|
|
—
|
|
|
189.0
|
|
|||
Debt issuance costs
|
(4.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
|||
Debt repayments/repurchases
|
(166.3
|
)
|
|
—
|
|
|
(166.3
|
)
|
|||
Proceeds from shares issued under equity plans, net
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Repurchase of shares to satisfy tax withholding obligations
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|||
Purchase of treasury stock
|
(64.5
|
)
|
|
—
|
|
|
(64.5
|
)
|
|||
Tax benefit on stock-based awards
|
1.5
|
|
|
(0.2
|
)
|
|
1.3
|
|
|||
Net Cash Used in Financing Activities
|
(46.4
|
)
|
|
(0.2
|
)
|
|
(46.6
|
)
|
|||
Net Increase in Cash and Cash Equivalents
|
68.3
|
|
|
—
|
|
|
68.3
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
197.6
|
|
|
—
|
|
|
197.6
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
265.9
|
|
|
$
|
—
|
|
|
$
|
265.9
|
|
|
Year Ended 2013
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
167.9
|
|
|
$
|
(5.0
|
)
|
|
$
|
162.9
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Income from discontinued operations, net of income taxes
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Depreciation and amortization
|
43.8
|
|
|
(0.3
|
)
|
|
43.5
|
|
|||
Amortization of financing costs
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|||
Stock-based compensation
|
14.1
|
|
|
—
|
|
|
14.1
|
|
|||
Retirement benefit expense
|
65.0
|
|
|
—
|
|
|
65.0
|
|
|||
Loss on debt repurchased
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|||
Tax benefit on stock-based awards
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Changes in assets and liabilities, net of effects from acquisition:
|
|
|
|
|
|
||||||
Accounts receivable
|
(37.6
|
)
|
|
13.6
|
|
|
(24.0
|
)
|
|||
Inventories
|
(25.5
|
)
|
|
(0.9
|
)
|
|
(26.4
|
)
|
|||
Other current assets, net
|
0.1
|
|
|
(4.5
|
)
|
|
(4.4
|
)
|
|||
Income tax receivable
|
(12.6
|
)
|
|
0.8
|
|
|
(11.8
|
)
|
|||
Real estate held for entitlement and leasing
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
|||
Receivable from Northrop
|
(2.7
|
)
|
|
6.0
|
|
|
3.3
|
|
|||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
21.1
|
|
|
(6.0
|
)
|
|
15.1
|
|
|||
Other noncurrent assets
|
(7.8
|
)
|
|
5.8
|
|
|
(2.0
|
)
|
|||
Accounts payable
|
50.1
|
|
|
(0.4
|
)
|
|
49.7
|
|
|||
Retirement benefits
|
(5.4
|
)
|
|
—
|
|
|
(5.4
|
)
|
|||
Advance payments on contracts
|
(43.9
|
)
|
|
(3.9
|
)
|
|
(47.8
|
)
|
|||
Other current liabilities
|
56.8
|
|
|
1.0
|
|
|
57.8
|
|
|||
Deferred income taxes
|
(191.3
|
)
|
|
(8.2
|
)
|
|
(199.5
|
)
|
|||
Reserves for environmental remediation costs
|
(18.2
|
)
|
|
—
|
|
|
(18.2
|
)
|
|||
Other noncurrent liabilities and other
|
(1.1
|
)
|
|
2.0
|
|
|
0.9
|
|
|||
Net cash provided by continuing operations
|
77.7
|
|
|
(0.2
|
)
|
|
77.5
|
|
|||
Net cash used in discontinued operations
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Net Cash Provided by Operating Activities
|
77.6
|
|
|
(0.2
|
)
|
|
77.4
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchases of restricted cash investments
|
(470.0
|
)
|
|
—
|
|
|
(470.0
|
)
|
|||
Sale of restricted cash investments
|
470.0
|
|
|
—
|
|
|
470.0
|
|
|||
Purchase of Rocketdyne Business
|
(411.2
|
)
|
|
—
|
|
|
(411.2
|
)
|
|||
Purchases of investments
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Capital expenditures
|
(63.2
|
)
|
|
—
|
|
|
(63.2
|
)
|
|||
Net Cash Used in Investing Activities
|
(474.9
|
)
|
|
—
|
|
|
(474.9
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
460.0
|
|
|
—
|
|
|
460.0
|
|
|||
Debt issuance costs
|
(14.9
|
)
|
|
—
|
|
|
(14.9
|
)
|
|||
Debt repayments/repurchases
|
(12.8
|
)
|
|
—
|
|
|
(12.8
|
)
|
|||
Proceeds from shares issued under equity plans, net
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||
Repurchase of shares to satisfy tax withholding obligations
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Tax benefit on stock-based awards
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||
Net Cash Provided by Financing Activities
|
432.8
|
|
|
0.2
|
|
|
433.0
|
|
|||
Net Increase in Cash and Cash Equivalents
|
35.5
|
|
|
—
|
|
|
35.5
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
162.1
|
|
|
—
|
|
|
162.1
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
197.6
|
|
|
$
|
—
|
|
|
$
|
197.6
|
|
|
August 31, 2015
|
|
May 31, 2015
|
||||||||||||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
243.3
|
|
|
$
|
—
|
|
|
$
|
243.3
|
|
|
$
|
253.5
|
|
|
$
|
—
|
|
|
$
|
253.5
|
|
Accounts receivable
|
186.7
|
|
|
2.6
|
|
|
189.3
|
|
|
173.7
|
|
|
1.9
|
|
|
175.6
|
|
||||||
Inventories
|
148.7
|
|
|
(0.8
|
)
|
|
147.9
|
|
|
150.3
|
|
|
(0.2
|
)
|
|
150.1
|
|
||||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
23.2
|
|
|
—
|
|
|
23.2
|
|
|
23.7
|
|
|
—
|
|
|
23.7
|
|
||||||
Receivable from Northrop
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
||||||
Other current assets, net
|
60.0
|
|
|
3.3
|
|
|
63.3
|
|
|
45.4
|
|
|
3.6
|
|
|
49.0
|
|
||||||
Deferred income taxes
|
19.4
|
|
|
(5.4
|
)
|
|
14.0
|
|
|
24.8
|
|
|
(5.5
|
)
|
|
19.3
|
|
||||||
Total Current Assets
|
687.3
|
|
|
(0.3
|
)
|
|
687.0
|
|
|
677.4
|
|
|
(0.2
|
)
|
|
677.2
|
|
||||||
Noncurrent Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment, net
|
351.8
|
|
|
—
|
|
|
351.8
|
|
|
356.3
|
|
|
—
|
|
|
356.3
|
|
||||||
Real estate held for entitlement and leasing
|
84.2
|
|
|
—
|
|
|
84.2
|
|
|
82.9
|
|
|
—
|
|
|
82.9
|
|
||||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
123.2
|
|
|
—
|
|
|
123.2
|
|
|
76.8
|
|
|
—
|
|
|
76.8
|
|
||||||
Receivable from Northrop
|
70.0
|
|
|
—
|
|
|
70.0
|
|
|
69.7
|
|
|
—
|
|
|
69.7
|
|
||||||
Deferred income taxes
|
253.6
|
|
|
1.0
|
|
|
254.6
|
|
|
245.3
|
|
|
2.0
|
|
|
247.3
|
|
||||||
Goodwill
|
164.4
|
|
|
(6.3
|
)
|
|
158.1
|
|
|
164.4
|
|
|
(6.3
|
)
|
|
158.1
|
|
||||||
Intangible assets
|
112.1
|
|
|
—
|
|
|
112.1
|
|
|
115.5
|
|
|
—
|
|
|
115.5
|
|
||||||
Other noncurrent assets, net
|
110.8
|
|
|
5.8
|
|
|
116.6
|
|
|
109.8
|
|
|
5.7
|
|
|
115.5
|
|
||||||
Total Noncurrent Assets
|
1,270.1
|
|
|
0.5
|
|
|
1,270.6
|
|
|
1,220.7
|
|
|
1.4
|
|
|
1,222.1
|
|
||||||
Total Assets
|
$
|
1,957.4
|
|
|
$
|
0.2
|
|
|
$
|
1,957.6
|
|
|
$
|
1,898.1
|
|
|
$
|
1.2
|
|
|
$
|
1,899.3
|
|
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT
|
|||||||||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings and current portion of long-term debt
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
Accounts payable
|
88.7
|
|
|
—
|
|
|
88.7
|
|
|
87.6
|
|
|
0.5
|
|
|
88.1
|
|
||||||
Reserves for environmental remediation costs
|
37.6
|
|
|
—
|
|
|
37.6
|
|
|
38.7
|
|
|
—
|
|
|
38.7
|
|
||||||
Postretirement medical and life insurance benefits
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
||||||
Advance payments on contracts
|
211.7
|
|
|
—
|
|
|
211.7
|
|
|
197.3
|
|
|
—
|
|
|
197.3
|
|
||||||
Other current liabilities
|
241.3
|
|
|
2.4
|
|
|
243.7
|
|
|
198.5
|
|
|
2.4
|
|
|
200.9
|
|
||||||
Total Current Liabilities
|
591.0
|
|
|
2.4
|
|
|
593.4
|
|
|
533.8
|
|
|
2.9
|
|
|
536.7
|
|
||||||
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior debt
|
90.0
|
|
|
—
|
|
|
90.0
|
|
|
91.3
|
|
|
—
|
|
|
91.3
|
|
||||||
Second-priority senior notes
|
460.0
|
|
|
—
|
|
|
460.0
|
|
|
460.0
|
|
|
—
|
|
|
460.0
|
|
||||||
Convertible subordinated notes
|
84.8
|
|
|
—
|
|
|
84.8
|
|
|
98.0
|
|
|
—
|
|
|
98.0
|
|
||||||
Other debt
|
21.1
|
|
|
—
|
|
|
21.1
|
|
|
63.3
|
|
|
—
|
|
|
63.3
|
|
||||||
Reserves for environmental remediation costs
|
198.5
|
|
|
—
|
|
|
198.5
|
|
|
122.8
|
|
|
—
|
|
|
122.8
|
|
||||||
Pension benefits
|
471.7
|
|
|
0.2
|
|
|
471.9
|
|
|
475.4
|
|
|
0.1
|
|
|
475.5
|
|
||||||
Postretirement medical and life insurance benefits
|
49.4
|
|
|
—
|
|
|
49.4
|
|
|
50.1
|
|
|
—
|
|
|
50.1
|
|
||||||
Other noncurrent liabilities
|
98.1
|
|
|
(0.3
|
)
|
|
97.8
|
|
|
99.0
|
|
|
0.7
|
|
|
99.7
|
|
||||||
Total Noncurrent Liabilities
|
1,473.6
|
|
|
(0.1
|
)
|
|
1,473.5
|
|
|
1,459.9
|
|
|
0.8
|
|
|
1,460.7
|
|
||||||
Total Liabilities
|
2,064.6
|
|
|
2.3
|
|
|
2,066.9
|
|
|
1,993.7
|
|
|
3.7
|
|
|
1,997.4
|
|
||||||
Redeemable common stock
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
||||||
Other capital
|
339.6
|
|
|
0.9
|
|
|
340.5
|
|
|
324.8
|
|
|
1.0
|
|
|
325.8
|
|
||||||
Treasury stock
|
(64.5
|
)
|
|
—
|
|
|
(64.5
|
)
|
|
(64.5
|
)
|
|
—
|
|
|
(64.5
|
)
|
||||||
Accumulated deficit
|
(90.6
|
)
|
|
(3.9
|
)
|
|
(94.5
|
)
|
|
(52.5
|
)
|
|
(4.1
|
)
|
|
(56.6
|
)
|
||||||
Accumulated other comprehensive loss, net of income taxes
|
(298.2
|
)
|
|
0.9
|
|
|
(297.3
|
)
|
|
(309.8
|
)
|
|
0.6
|
|
|
(309.2
|
)
|
||||||
Total Stockholders’ Deficit
|
(107.3
|
)
|
|
(2.1
|
)
|
|
(109.4
|
)
|
|
(95.7
|
)
|
|
(2.5
|
)
|
|
(98.2
|
)
|
||||||
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit
|
$
|
1,957.4
|
|
|
$
|
0.2
|
|
|
$
|
1,957.6
|
|
|
$
|
1,898.1
|
|
|
$
|
1.2
|
|
|
$
|
1,899.3
|
|
|
February 28, 2015
|
|
August 31, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments (1)
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
215.7
|
|
|
$
|
—
|
|
|
$
|
215.7
|
|
|
$
|
154.9
|
|
|
$
|
—
|
|
|
$
|
154.9
|
|
Accounts receivable
|
206.1
|
|
|
(16.1
|
)
|
|
190.0
|
|
|
214.7
|
|
|
(14.2
|
)
|
|
200.5
|
|
||||||
Inventories
|
161.4
|
|
|
0.1
|
|
|
161.5
|
|
|
132.3
|
|
|
(0.5
|
)
|
|
131.8
|
|
||||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
23.5
|
|
|
—
|
|
|
23.5
|
|
|
20.1
|
|
|
—
|
|
|
20.1
|
|
||||||
Receivable from Northrop
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
||||||
Other current assets, net
|
42.5
|
|
|
1.2
|
|
|
43.7
|
|
|
26.7
|
|
|
3.4
|
|
|
30.1
|
|
||||||
Income taxes
|
1.9
|
|
|
0.4
|
|
|
2.3
|
|
|
13.4
|
|
|
0.3
|
|
|
13.7
|
|
||||||
Deferred income taxes
|
22.5
|
|
|
(3.8
|
)
|
|
18.7
|
|
|
4.0
|
|
|
6.7
|
|
|
10.7
|
|
||||||
Total Current Assets
|
679.6
|
|
|
(18.2
|
)
|
|
661.4
|
|
|
572.1
|
|
|
(4.3
|
)
|
|
567.8
|
|
||||||
Noncurrent Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment, net
|
358.8
|
|
|
(1.6
|
)
|
|
357.2
|
|
|
370.6
|
|
|
(1.3
|
)
|
|
369.3
|
|
||||||
Real estate held for entitlement and leasing
|
81.5
|
|
|
—
|
|
|
81.5
|
|
|
87.3
|
|
|
—
|
|
|
87.3
|
|
||||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
79.3
|
|
|
—
|
|
|
79.3
|
|
|
83.6
|
|
|
6.0
|
|
|
89.6
|
|
||||||
Receivable from Northrop
|
69.4
|
|
|
—
|
|
|
69.4
|
|
|
74.0
|
|
|
(6.0
|
)
|
|
68.0
|
|
||||||
Deferred income taxes
|
254.5
|
|
|
1.5
|
|
|
256.0
|
|
|
180.0
|
|
|
2.5
|
|
|
182.5
|
|
||||||
Goodwill
|
164.4
|
|
|
(6.3
|
)
|
|
158.1
|
|
|
164.4
|
|
|
(6.3
|
)
|
|
158.1
|
|
||||||
Intangible assets
|
118.8
|
|
|
—
|
|
|
118.8
|
|
|
125.6
|
|
|
—
|
|
|
125.6
|
|
||||||
Assets held for sale
|
14.2
|
|
|
—
|
|
|
14.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other noncurrent assets, net
|
91.2
|
|
|
8.6
|
|
|
99.8
|
|
|
92.1
|
|
|
2.0
|
|
|
94.1
|
|
||||||
Total Noncurrent Assets
|
1,232.1
|
|
|
2.2
|
|
|
1,234.3
|
|
|
1,177.6
|
|
|
(3.1
|
)
|
|
1,174.5
|
|
||||||
Total Assets
|
$
|
1,911.7
|
|
|
$
|
(16.0
|
)
|
|
$
|
1,895.7
|
|
|
$
|
1,749.7
|
|
|
$
|
(7.4
|
)
|
|
$
|
1,742.3
|
|
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT
|
|||||||||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings and current portion of long-term debt
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
Accounts payable
|
84.5
|
|
|
0.5
|
|
|
85.0
|
|
|
115.4
|
|
|
—
|
|
|
115.4
|
|
||||||
Reserves for environmental remediation costs
|
38.3
|
|
|
—
|
|
|
38.3
|
|
|
35.0
|
|
|
—
|
|
|
35.0
|
|
||||||
Postretirement medical and life insurance benefits
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
||||||
Advance payments on contracts
|
224.0
|
|
|
(17.0
|
)
|
|
207.0
|
|
|
122.4
|
|
|
(6.4
|
)
|
|
116.0
|
|
||||||
Other current liabilities
|
211.3
|
|
|
2.2
|
|
|
213.5
|
|
|
216.4
|
|
|
1.7
|
|
|
218.1
|
|
||||||
Total Current Liabilities
|
569.8
|
|
|
(14.3
|
)
|
|
555.5
|
|
|
501.9
|
|
|
(4.7
|
)
|
|
497.2
|
|
||||||
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior debt
|
92.5
|
|
|
—
|
|
|
92.5
|
|
|
95.0
|
|
|
—
|
|
|
95.0
|
|
||||||
Second-priority senior notes
|
460.0
|
|
|
—
|
|
|
460.0
|
|
|
460.0
|
|
|
—
|
|
|
460.0
|
|
||||||
Convertible subordinated notes
|
99.4
|
|
|
—
|
|
|
99.4
|
|
|
133.6
|
|
|
—
|
|
|
133.6
|
|
||||||
Other debt
|
81.3
|
|
|
—
|
|
|
81.3
|
|
|
89.4
|
|
|
—
|
|
|
89.4
|
|
||||||
Reserves for environmental remediation costs
|
124.3
|
|
|
—
|
|
|
124.3
|
|
|
133.6
|
|
|
—
|
|
|
133.6
|
|
||||||
Pension benefits
|
479.1
|
|
|
—
|
|
|
479.1
|
|
|
248.3
|
|
|
9.4
|
|
|
257.7
|
|
||||||
Postretirement medical and life insurance benefits
|
50.6
|
|
|
—
|
|
|
50.6
|
|
|
57.1
|
|
|
—
|
|
|
57.1
|
|
||||||
Other noncurrent liabilities
|
81.1
|
|
|
0.7
|
|
|
81.8
|
|
|
79.3
|
|
|
—
|
|
|
79.3
|
|
||||||
Total Noncurrent Liabilities
|
1,468.3
|
|
|
0.7
|
|
|
1,469.0
|
|
|
1,296.3
|
|
|
9.4
|
|
|
1,305.7
|
|
||||||
Total Liabilities
|
2,038.1
|
|
|
(13.6
|
)
|
|
2,024.5
|
|
|
1,798.2
|
|
|
4.7
|
|
|
1,802.9
|
|
||||||
Redeemable common stock
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
||||||
Other capital
|
324.6
|
|
|
—
|
|
|
324.6
|
|
|
285.4
|
|
|
—
|
|
|
285.4
|
|
||||||
Treasury stock
|
(64.5
|
)
|
|
—
|
|
|
(64.5
|
)
|
|
(64.5
|
)
|
|
—
|
|
|
(64.5
|
)
|
||||||
Accumulated deficit
|
(70.9
|
)
|
|
(3.0
|
)
|
|
(73.9
|
)
|
|
(75.8
|
)
|
|
(6.7
|
)
|
|
(82.5
|
)
|
||||||
Accumulated other comprehensive loss, net of income taxes
|
(322.0
|
)
|
|
0.6
|
|
|
(321.4
|
)
|
|
(199.7
|
)
|
|
(5.4
|
)
|
|
(205.1
|
)
|
||||||
Total Stockholders’ Deficit
|
(126.5
|
)
|
|
(2.4
|
)
|
|
(128.9
|
)
|
|
(48.7
|
)
|
|
(12.1
|
)
|
|
(60.8
|
)
|
||||||
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit
|
$
|
1,911.7
|
|
|
$
|
(16.0
|
)
|
|
$
|
1,895.7
|
|
|
$
|
1,749.7
|
|
|
$
|
(7.4
|
)
|
|
$
|
1,742.3
|
|
|
May 31, 2014
|
|
February 28, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments (1)
|
|
As Restated
|
|
As Reported
|
|
Adjustments (1)
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
120.7
|
|
|
$
|
—
|
|
|
$
|
120.7
|
|
|
$
|
144.1
|
|
|
$
|
—
|
|
|
$
|
144.1
|
|
Accounts receivable
|
191.7
|
|
|
(14.4
|
)
|
|
177.3
|
|
|
199.2
|
|
|
(13.1
|
)
|
|
186.1
|
|
||||||
Inventories
|
131.9
|
|
|
(0.2
|
)
|
|
131.7
|
|
|
139.2
|
|
|
(3.0
|
)
|
|
136.2
|
|
||||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
21.0
|
|
|
—
|
|
|
21.0
|
|
|
22.4
|
|
|
—
|
|
|
22.4
|
|
||||||
Receivable from Northrop
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
||||||
Other current assets, net
|
19.6
|
|
|
4.9
|
|
|
24.5
|
|
|
22.5
|
|
|
6.1
|
|
|
28.6
|
|
||||||
Income taxes
|
10.7
|
|
|
1.1
|
|
|
11.8
|
|
|
5.8
|
|
|
6.0
|
|
|
11.8
|
|
||||||
Deferred income taxes
|
16.2
|
|
|
2.4
|
|
|
18.6
|
|
|
18.6
|
|
|
0.6
|
|
|
19.2
|
|
||||||
Total Current Assets
|
517.8
|
|
|
(6.2
|
)
|
|
511.6
|
|
|
557.8
|
|
|
(3.4
|
)
|
|
554.4
|
|
||||||
Noncurrent Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment, net
|
370.6
|
|
|
(1.0
|
)
|
|
369.6
|
|
|
372.7
|
|
|
(0.3
|
)
|
|
372.4
|
|
||||||
Real estate held for entitlement and leasing
|
83.2
|
|
|
—
|
|
|
83.2
|
|
|
81.2
|
|
|
—
|
|
|
81.2
|
|
||||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
81.5
|
|
|
6.0
|
|
|
87.5
|
|
|
86.5
|
|
|
6.0
|
|
|
92.5
|
|
||||||
Receivable from Northrop
|
73.2
|
|
|
(6.0
|
)
|
|
67.2
|
|
|
72.3
|
|
|
(6.0
|
)
|
|
66.3
|
|
||||||
Deferred income taxes
|
170.2
|
|
|
10.0
|
|
|
180.2
|
|
|
175.9
|
|
|
9.7
|
|
|
185.6
|
|
||||||
Goodwill
|
164.4
|
|
|
(6.3
|
)
|
|
158.1
|
|
|
159.4
|
|
|
(6.3
|
)
|
|
153.1
|
|
||||||
Intangible assets
|
128.9
|
|
|
—
|
|
|
128.9
|
|
|
132.3
|
|
|
—
|
|
|
132.3
|
|
||||||
Other noncurrent assets, net
|
85.8
|
|
|
1.1
|
|
|
86.9
|
|
|
76.5
|
|
|
3.5
|
|
|
80.0
|
|
||||||
Total Noncurrent Assets
|
1,157.8
|
|
|
3.8
|
|
|
1,161.6
|
|
|
1,156.8
|
|
|
6.6
|
|
|
1,163.4
|
|
||||||
Total Assets
|
$
|
1,675.6
|
|
|
$
|
(2.4
|
)
|
|
$
|
1,673.2
|
|
|
$
|
1,714.6
|
|
|
$
|
3.2
|
|
|
$
|
1,717.8
|
|
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|||||||||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings and current portion of long-term debt
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Accounts payable
|
94.5
|
|
|
(0.1
|
)
|
|
94.4
|
|
|
98.0
|
|
|
(0.9
|
)
|
|
97.1
|
|
||||||
Reserves for environmental remediation costs
|
36.0
|
|
|
—
|
|
|
36.0
|
|
|
38.0
|
|
|
—
|
|
|
38.0
|
|
||||||
Postretirement medical and life insurance benefits
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
||||||
Advance payments on contracts
|
110.5
|
|
|
(7.1
|
)
|
|
103.4
|
|
|
95.2
|
|
|
(1.0
|
)
|
|
94.2
|
|
||||||
Other current liabilities
|
178.7
|
|
|
5.0
|
|
|
183.7
|
|
|
212.1
|
|
|
5.6
|
|
|
217.7
|
|
||||||
Total Current Liabilities
|
431.1
|
|
|
(2.2
|
)
|
|
428.9
|
|
|
453.5
|
|
|
3.7
|
|
|
457.2
|
|
||||||
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior debt
|
96.3
|
|
|
—
|
|
|
96.3
|
|
|
41.9
|
|
|
—
|
|
|
41.9
|
|
||||||
Second-priority senior notes
|
460.0
|
|
|
—
|
|
|
460.0
|
|
|
460.0
|
|
|
—
|
|
|
460.0
|
|
||||||
Convertible subordinated notes
|
143.0
|
|
|
—
|
|
|
143.0
|
|
|
188.7
|
|
|
—
|
|
|
188.7
|
|
||||||
Other debt
|
79.5
|
|
|
—
|
|
|
79.5
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||
Reserves for environmental remediation costs
|
127.7
|
|
|
—
|
|
|
127.7
|
|
|
132.4
|
|
|
—
|
|
|
132.4
|
|
||||||
Pension benefits
|
252.7
|
|
|
9.4
|
|
|
262.1
|
|
|
257.2
|
|
|
9.3
|
|
|
266.5
|
|
||||||
Postretirement medical and life insurance benefits
|
57.5
|
|
|
—
|
|
|
57.5
|
|
|
58.5
|
|
|
—
|
|
|
58.5
|
|
||||||
Other noncurrent liabilities
|
76.8
|
|
|
1.5
|
|
|
78.3
|
|
|
74.1
|
|
|
2.4
|
|
|
76.5
|
|
||||||
Total Noncurrent Liabilities
|
1,293.5
|
|
|
10.9
|
|
|
1,304.4
|
|
|
1,213.3
|
|
|
11.7
|
|
|
1,225.0
|
|
||||||
Total Liabilities
|
1,724.6
|
|
|
8.7
|
|
|
1,733.3
|
|
|
1,666.8
|
|
|
15.4
|
|
|
1,682.2
|
|
||||||
Redeemable common stock
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||
Stockholders’ (Deficit) Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock
|
5.9
|
|
|
—
|
|
|
5.9
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
||||||
Other capital
|
283.0
|
|
|
0.2
|
|
|
283.2
|
|
|
281.4
|
|
|
0.2
|
|
|
281.6
|
|
||||||
Treasury stock
|
(64.5
|
)
|
|
—
|
|
|
(64.5
|
)
|
|
(8.6
|
)
|
|
—
|
|
|
(8.6
|
)
|
||||||
Accumulated deficit
|
(66.3
|
)
|
|
(5.7
|
)
|
|
(72.0
|
)
|
|
(16.1
|
)
|
|
(6.7
|
)
|
|
(22.8
|
)
|
||||||
Accumulated other comprehensive loss
|
(207.2
|
)
|
|
(5.6
|
)
|
|
(212.8
|
)
|
|
(214.9
|
)
|
|
(5.7
|
)
|
|
(220.6
|
)
|
||||||
Total Stockholders’ (Deficit) Equity
|
(49.1
|
)
|
|
(11.1
|
)
|
|
(60.2
|
)
|
|
47.7
|
|
|
(12.2
|
)
|
|
35.5
|
|
||||||
Total Liabilities, Redeemable Common Stock and Stockholders’ (Deficit) Equity
|
$
|
1,675.6
|
|
|
$
|
(2.4
|
)
|
|
$
|
1,673.2
|
|
|
$
|
1,714.6
|
|
|
$
|
3.2
|
|
|
$
|
1,717.8
|
|
|
Three Months Ended August 31, 2015
|
|
Nine Months Ended August 31, 2015
|
||||||||||||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions, except per share amounts)
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||
Net sales
|
$
|
440.5
|
|
|
$
|
0.5
|
|
|
$
|
441.0
|
|
|
$
|
1,216.0
|
|
|
$
|
5.8
|
|
|
$
|
1,221.8
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of items shown separately below)
|
373.3
|
|
|
(0.2
|
)
|
|
373.1
|
|
|
1,026.4
|
|
|
4.8
|
|
|
1,031.2
|
|
||||||
AR1 research and development (see Note 1)
|
8.3
|
|
|
—
|
|
|
8.3
|
|
|
10.5
|
|
|
—
|
|
|
10.5
|
|
||||||
Selling, general and administrative
|
11.5
|
|
|
—
|
|
|
11.5
|
|
|
39.6
|
|
|
1.1
|
|
|
40.7
|
|
||||||
Depreciation and amortization
|
16.1
|
|
|
—
|
|
|
16.1
|
|
|
48.2
|
|
|
0.3
|
|
|
48.5
|
|
||||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on debt repurchased
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
||||||
Legal settlement
|
50.0
|
|
|
—
|
|
|
50.0
|
|
|
50.0
|
|
|
—
|
|
|
50.0
|
|
||||||
Other
|
29.3
|
|
|
—
|
|
|
29.3
|
|
|
33.1
|
|
|
—
|
|
|
33.1
|
|
||||||
Total operating costs and expenses
|
489.6
|
|
|
(0.2
|
)
|
|
489.4
|
|
|
1,209.6
|
|
|
6.2
|
|
|
1,215.8
|
|
||||||
Operating (loss) income
|
(49.1
|
)
|
|
0.7
|
|
|
(48.4
|
)
|
|
6.4
|
|
|
(0.4
|
)
|
|
6.0
|
|
||||||
Non-operating (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Interest expense
|
11.9
|
|
|
—
|
|
|
11.9
|
|
|
38.5
|
|
|
—
|
|
|
38.5
|
|
||||||
Total non-operating expense, net
|
11.8
|
|
|
—
|
|
|
11.8
|
|
|
38.3
|
|
|
—
|
|
|
38.3
|
|
||||||
Loss from continuing operations before income taxes
|
(60.9
|
)
|
|
0.7
|
|
|
(60.2
|
)
|
|
(31.9
|
)
|
|
(0.4
|
)
|
|
(32.3
|
)
|
||||||
Income tax benefit
|
(22.2
|
)
|
|
0.5
|
|
|
(21.7
|
)
|
|
(7.5
|
)
|
|
(0.1
|
)
|
|
(7.6
|
)
|
||||||
Loss from continuing operations
|
(38.7
|
)
|
|
0.2
|
|
|
(38.5
|
)
|
|
(24.4
|
)
|
|
(0.3
|
)
|
|
(24.7
|
)
|
||||||
Income from discontinued operations, net of income taxes
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||||
Net loss
|
$
|
(38.1
|
)
|
|
$
|
0.2
|
|
|
$
|
(37.9
|
)
|
|
$
|
(23.6
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(23.9
|
)
|
Loss per share of common stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss per share from continuing operations
|
$
|
(0.63
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
—
|
|
|
$
|
(0.40
|
)
|
Income per share from discontinued operations, net of income taxes
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
||||||
Net loss per share
|
$
|
(0.62
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.61
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
—
|
|
|
$
|
(0.39
|
)
|
Weighted average shares of common stock outstanding, basic and diluted
|
61.8
|
|
|
—
|
|
|
61.8
|
|
|
60.5
|
|
|
—
|
|
|
60.5
|
|
|
Three Months Ended August 31, 2015
|
|
Nine Months Ended August 31, 2015
|
||||||||||||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Net loss
|
$
|
(38.1
|
)
|
|
$
|
0.2
|
|
|
$
|
(37.9
|
)
|
|
$
|
(23.6
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(23.9
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of actuarial losses and prior service credits, net of income taxes
|
11.6
|
|
|
0.2
|
|
|
11.8
|
|
|
36.0
|
|
|
0.2
|
|
|
36.2
|
|
||||||
Comprehensive (loss) income
|
$
|
(26.5
|
)
|
|
$
|
0.4
|
|
|
$
|
(26.1
|
)
|
|
$
|
12.4
|
|
|
$
|
(0.1
|
)
|
|
$
|
12.3
|
|
|
Three Months Ended May 31, 2015
|
|
Six Months Ended May 31, 2015
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions, except per share amounts)
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||
Net sales
|
$
|
456.9
|
|
|
$
|
0.9
|
|
|
$
|
457.8
|
|
|
$
|
775.5
|
|
|
$
|
5.3
|
|
|
$
|
780.8
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of items shown separately below)
|
370.3
|
|
|
2.4
|
|
|
372.7
|
|
|
653.1
|
|
|
5.0
|
|
|
658.1
|
|
||||||
AR1 research and development (see Note 1)
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||||
Selling, general and administrative
|
12.6
|
|
|
1.0
|
|
|
13.6
|
|
|
28.1
|
|
|
1.1
|
|
|
29.2
|
|
||||||
Depreciation and amortization
|
16.1
|
|
|
—
|
|
|
16.1
|
|
|
32.1
|
|
|
0.3
|
|
|
32.4
|
|
||||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on debt repurchased
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||||
Other
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
||||||
Total operating costs and expenses
|
404.0
|
|
|
3.4
|
|
|
407.4
|
|
|
720.0
|
|
|
6.4
|
|
|
726.4
|
|
||||||
Operating income
|
52.9
|
|
|
(2.5
|
)
|
|
50.4
|
|
|
55.5
|
|
|
(1.1
|
)
|
|
54.4
|
|
||||||
Non-operating (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Interest expense
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|
26.6
|
|
|
—
|
|
|
26.6
|
|
||||||
Total non-operating expense, net
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|
26.5
|
|
|
—
|
|
|
26.5
|
|
||||||
Income from continuing operations before income taxes
|
39.7
|
|
|
(2.5
|
)
|
|
37.2
|
|
|
29.0
|
|
|
(1.1
|
)
|
|
27.9
|
|
||||||
Income tax provision
|
21.3
|
|
|
(1.4
|
)
|
|
19.9
|
|
|
14.7
|
|
|
(0.6
|
)
|
|
14.1
|
|
||||||
Income from continuing operations
|
18.4
|
|
|
(1.1
|
)
|
|
17.3
|
|
|
14.3
|
|
|
(0.5
|
)
|
|
13.8
|
|
||||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Net income
|
$
|
18.4
|
|
|
$
|
(1.1
|
)
|
|
$
|
17.3
|
|
|
$
|
14.5
|
|
|
$
|
(0.5
|
)
|
|
$
|
14.0
|
|
Income per share of common stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income per share from continuing operations
|
$
|
0.29
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.28
|
|
|
$
|
0.23
|
|
|
$
|
—
|
|
|
$
|
0.23
|
|
Income per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income per share
|
$
|
0.29
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.28
|
|
|
$
|
0.23
|
|
|
$
|
—
|
|
|
$
|
0.23
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income per share from continuing operations
|
$
|
0.26
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.25
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
0.22
|
|
Income per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income per share
|
$
|
0.26
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.25
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
0.22
|
|
Weighted average shares of common stock outstanding, basic
|
61.2
|
|
|
—
|
|
|
61.2
|
|
|
59.9
|
|
|
—
|
|
|
59.9
|
|
||||||
Weighted average shares of common stock outstanding, diluted
|
72.3
|
|
|
—
|
|
|
72.3
|
|
|
72.2
|
|
|
—
|
|
|
72.2
|
|
|
Three Months Ended May 31, 2015
|
|
Six Months Ended May 31, 2015
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Net income
|
$
|
18.4
|
|
|
$
|
(1.1
|
)
|
|
$
|
17.3
|
|
|
$
|
14.5
|
|
|
$
|
(0.5
|
)
|
|
$
|
14.0
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of actuarial losses and prior service credits, net of income taxes
|
12.2
|
|
|
0.1
|
|
|
12.3
|
|
|
24.4
|
|
|
—
|
|
|
24.4
|
|
||||||
Comprehensive income
|
$
|
30.6
|
|
|
$
|
(1.0
|
)
|
|
$
|
29.6
|
|
|
$
|
38.9
|
|
|
$
|
(0.5
|
)
|
|
$
|
38.4
|
|
|
Three Months Ended February 28, 2015
|
|
Three Months Ended November 30, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions, except per share amounts)
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||
Net sales
|
$
|
318.6
|
|
|
$
|
4.4
|
|
|
$
|
323.0
|
|
|
$
|
439.6
|
|
|
$
|
4.0
|
|
|
$
|
443.6
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of items shown separately below)
|
282.8
|
|
|
2.6
|
|
|
285.4
|
|
|
373.7
|
|
|
0.2
|
|
|
373.9
|
|
||||||
Selling, general and administrative
|
15.5
|
|
|
0.1
|
|
|
15.6
|
|
|
9.8
|
|
|
0.1
|
|
|
9.9
|
|
||||||
Depreciation and amortization
|
16.0
|
|
|
0.3
|
|
|
16.3
|
|
|
17.3
|
|
|
—
|
|
|
17.3
|
|
||||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Loss on debt repurchased
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||||
Total operating costs and expenses
|
316.0
|
|
|
3.0
|
|
|
319.0
|
|
|
403.1
|
|
|
0.3
|
|
|
403.4
|
|
||||||
Operating income
|
2.6
|
|
|
1.4
|
|
|
4.0
|
|
|
36.5
|
|
|
3.7
|
|
|
40.2
|
|
||||||
Interest income
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Interest expense
|
13.4
|
|
|
—
|
|
|
13.4
|
|
|
13.7
|
|
|
—
|
|
|
13.7
|
|
||||||
Total non-operating expense, net
|
13.3
|
|
|
—
|
|
|
13.3
|
|
|
13.6
|
|
|
—
|
|
|
13.6
|
|
||||||
(Loss) income from continuing operations before income taxes
|
(10.7
|
)
|
|
1.4
|
|
|
(9.3
|
)
|
|
22.9
|
|
|
3.7
|
|
|
26.6
|
|
||||||
Income tax (benefit) provision
|
(6.6
|
)
|
|
0.8
|
|
|
(5.8
|
)
|
|
12.7
|
|
|
1.9
|
|
|
14.6
|
|
||||||
(Loss) income from continuing operations
|
(4.1
|
)
|
|
0.6
|
|
|
(3.5
|
)
|
|
10.2
|
|
|
1.8
|
|
|
12.0
|
|
||||||
Income (loss) from discontinued operations, net of income taxes
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Net (loss) income
|
$
|
(3.9
|
)
|
|
$
|
0.6
|
|
|
$
|
(3.3
|
)
|
|
$
|
10.1
|
|
|
1.8
|
|
|
$
|
11.9
|
|
|
(Loss) Income per share of common stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) income per share from continuing operations
|
$
|
(0.07
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.17
|
|
|
$
|
0.03
|
|
|
$
|
0.20
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net (loss) income per share
|
$
|
(0.07
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.17
|
|
|
$
|
0.03
|
|
|
$
|
0.20
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) income per share from continuing operations
|
$
|
(0.07
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.06
|
)
|
|
0.15
|
|
|
0.03
|
|
|
0.18
|
|
|||
Income (loss) per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net (loss) income per share
|
$
|
(0.07
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.06
|
)
|
|
0.15
|
|
|
0.03
|
|
|
0.18
|
|
|||
Weighted average shares of common stock outstanding, basic
|
58.9
|
|
|
—
|
|
|
58.9
|
|
|
56.9
|
|
|
—
|
|
|
56.9
|
|
||||||
Weighted average shares of common stock outstanding, diluted
|
58.9
|
|
|
—
|
|
|
58.9
|
|
|
72.0
|
|
|
—
|
|
|
72.0
|
|
|
Three Months Ended February 28, 2015
|
|
Three Months Ended November 30, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Net (loss) income
|
$
|
(3.9
|
)
|
|
$
|
0.6
|
|
|
$
|
(3.3
|
)
|
|
$
|
10.1
|
|
|
1.8
|
|
|
$
|
11.9
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial losses arising during the period, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(142.0
|
)
|
|
6.0
|
|
|
(136.0
|
)
|
||||||
Amortization of actuarial losses and prior service credits, net of income taxes
|
12.2
|
|
|
(0.1
|
)
|
|
12.1
|
|
|
7.5
|
|
|
(0.1
|
)
|
|
7.4
|
|
||||||
Comprehensive income
|
$
|
8.3
|
|
|
$
|
0.5
|
|
|
$
|
8.8
|
|
|
$
|
(124.4
|
)
|
|
$
|
7.7
|
|
|
$
|
(116.7
|
)
|
|
Three Months Ended August 31, 2014
|
|
Nine Months Ended August 31, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions, except per share amounts)
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||
Net sales
|
$
|
421.2
|
|
|
$
|
(0.8
|
)
|
|
$
|
420.4
|
|
|
$
|
1,157.8
|
|
|
$
|
0.8
|
|
|
$
|
1,158.6
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of items shown separately below)
|
376.5
|
|
|
(0.7
|
)
|
|
375.8
|
|
|
1,034.4
|
|
|
(2.1
|
)
|
|
1,032.3
|
|
||||||
Selling, general and administrative
|
9.7
|
|
|
0.1
|
|
|
9.8
|
|
|
28.1
|
|
|
0.2
|
|
|
28.3
|
|
||||||
Depreciation and amortization
|
15.8
|
|
|
(0.1
|
)
|
|
15.7
|
|
|
46.4
|
|
|
—
|
|
|
46.4
|
|
||||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on debt repurchased
|
9.8
|
|
|
—
|
|
|
9.8
|
|
|
60.6
|
|
|
—
|
|
|
60.6
|
|
||||||
Other
|
6.5
|
|
|
—
|
|
|
6.5
|
|
|
11.6
|
|
|
—
|
|
|
11.6
|
|
||||||
Total operating costs and expenses
|
418.3
|
|
|
(0.7
|
)
|
|
417.6
|
|
|
1,181.1
|
|
|
(1.9
|
)
|
|
1,179.2
|
|
||||||
Operating income (loss)
|
2.9
|
|
|
(0.1
|
)
|
|
2.8
|
|
|
(23.3
|
)
|
|
2.7
|
|
|
(20.6
|
)
|
||||||
Non-operating (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest expense
|
14.0
|
|
|
—
|
|
|
14.0
|
|
|
39.0
|
|
|
—
|
|
|
39.0
|
|
||||||
Total non-operating expense, net
|
14.0
|
|
|
—
|
|
|
14.0
|
|
|
39.0
|
|
|
—
|
|
|
39.0
|
|
||||||
Loss from continuing operations before income taxes
|
(11.1
|
)
|
|
(0.1
|
)
|
|
(11.2
|
)
|
|
(62.3
|
)
|
|
2.7
|
|
|
(59.6
|
)
|
||||||
Income tax (benefit) provision
|
(1.0
|
)
|
|
0.5
|
|
|
(0.5
|
)
|
|
0.2
|
|
|
1.5
|
|
|
1.7
|
|
||||||
Loss from continuing operations
|
(10.1
|
)
|
|
(0.6
|
)
|
|
(10.7
|
)
|
|
(62.5
|
)
|
|
1.2
|
|
|
(61.3
|
)
|
||||||
Income (loss) from discontinued operations, net of income taxes
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||
Net loss
|
$
|
(9.9
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
(63.1
|
)
|
|
$
|
1.2
|
|
|
$
|
(61.9
|
)
|
Loss per share of common stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss per share from continuing operations
|
$
|
(0.18
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(1.07
|
)
|
|
$
|
0.02
|
|
|
$
|
(1.05
|
)
|
Loss per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
||||||
Net loss per share
|
$
|
(0.18
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
0.02
|
|
|
$
|
(1.06
|
)
|
Weighted average shares of common stock outstanding, basic and diluted
|
56.9
|
|
|
—
|
|
|
56.9
|
|
|
58.2
|
|
|
—
|
|
|
58.2
|
|
|
Three Months Ended August 31, 2014
|
|
Nine Months Ended August 31, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Net loss
|
$
|
(9.9
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
(63.1
|
)
|
|
$
|
1.2
|
|
|
$
|
(61.9
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of actuarial losses and prior service credits, net of income taxes
|
7.5
|
|
|
0.2
|
|
|
7.7
|
|
|
22.7
|
|
|
0.5
|
|
|
23.2
|
|
||||||
Comprehensive loss
|
$
|
(2.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(40.4
|
)
|
|
$
|
1.7
|
|
|
$
|
(38.7
|
)
|
|
Three Months Ended May 31, 2014
|
|
Six Months Ended May 31, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions, except per share amounts)
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||
Net sales
|
$
|
404.5
|
|
|
$
|
2.1
|
|
|
$
|
406.6
|
|
|
$
|
736.6
|
|
|
$
|
1.6
|
|
|
$
|
738.2
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of items shown separately below)
|
369.4
|
|
|
(0.4
|
)
|
|
369.0
|
|
|
657.9
|
|
|
(1.4
|
)
|
|
656.5
|
|
||||||
Selling, general and administrative
|
9.2
|
|
|
(0.3
|
)
|
|
8.9
|
|
|
18.4
|
|
|
0.1
|
|
|
18.5
|
|
||||||
Depreciation and amortization
|
15.7
|
|
|
0.1
|
|
|
15.8
|
|
|
30.6
|
|
|
0.1
|
|
|
30.7
|
|
||||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on debt repurchased
|
45.9
|
|
|
—
|
|
|
45.9
|
|
|
50.8
|
|
|
—
|
|
|
50.8
|
|
||||||
Other
|
2.4
|
|
|
0.2
|
|
|
2.6
|
|
|
5.1
|
|
|
—
|
|
|
5.1
|
|
||||||
Total operating costs and expenses
|
442.6
|
|
|
(0.4
|
)
|
|
442.2
|
|
|
762.8
|
|
|
(1.2
|
)
|
|
761.6
|
|
||||||
Operating loss
|
(38.1
|
)
|
|
2.5
|
|
|
(35.6
|
)
|
|
(26.2
|
)
|
|
2.8
|
|
|
(23.4
|
)
|
||||||
Non-operating (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest expense
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|
25.0
|
|
|
—
|
|
|
25.0
|
|
||||||
Total non-operating expense, net
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|
25.0
|
|
|
—
|
|
|
25.0
|
|
||||||
Loss from continuing operations before income taxes
|
(50.7
|
)
|
|
2.5
|
|
|
(48.2
|
)
|
|
(51.2
|
)
|
|
2.8
|
|
|
(48.4
|
)
|
||||||
Income tax (benefit) provision
|
(0.6
|
)
|
|
0.8
|
|
|
0.2
|
|
|
1.2
|
|
|
1.0
|
|
|
2.2
|
|
||||||
Loss from continuing operations
|
(50.1
|
)
|
|
1.7
|
|
|
(48.4
|
)
|
|
(52.4
|
)
|
|
1.8
|
|
|
(50.6
|
)
|
||||||
Loss from discontinued operations, net of income taxes
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||||
Net loss
|
$
|
(50.9
|
)
|
|
$
|
1.7
|
|
|
$
|
(49.2
|
)
|
|
$
|
(53.2
|
)
|
|
$
|
1.8
|
|
|
$
|
(51.4
|
)
|
Loss per share of common stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss per share from continuing operations
|
$
|
(0.87
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.84
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.86
|
)
|
Loss per share from discontinued operations, net of income taxes
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
||||||
Net loss per share
|
$
|
(0.88
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.85
|
)
|
|
$
|
(0.91
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.87
|
)
|
Weighted average shares of common stock outstanding, basic and diluted
|
57.9
|
|
|
—
|
|
|
57.9
|
|
|
58.7
|
|
|
—
|
|
|
58.7
|
|
|
Three Months Ended May 31, 2014
|
|
Six Months Ended May 31, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Net loss
|
$
|
(50.9
|
)
|
|
$
|
1.7
|
|
|
$
|
(49.2
|
)
|
|
$
|
(53.2
|
)
|
|
$
|
1.8
|
|
|
$
|
(51.4
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of actuarial losses and prior service credits, net of income taxes
|
7.7
|
|
|
0.1
|
|
|
7.8
|
|
|
15.2
|
|
|
0.3
|
|
|
15.5
|
|
||||||
Comprehensive loss
|
$
|
(43.2
|
)
|
|
$
|
1.8
|
|
|
$
|
(41.4
|
)
|
|
$
|
(38.0
|
)
|
|
$
|
2.1
|
|
|
$
|
(35.9
|
)
|
|
Three Months Ended February 28, 2014
|
||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
332.1
|
|
|
$
|
(0.5
|
)
|
|
$
|
331.6
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales (exclusive of items shown separately below)
|
288.5
|
|
|
(1.0
|
)
|
|
287.5
|
|
|||
Selling, general and administrative
|
9.2
|
|
|
0.4
|
|
|
9.6
|
|
|||
Depreciation and amortization
|
14.9
|
|
|
—
|
|
|
14.9
|
|
|||
Other expense, net:
|
|
|
|
|
|
||||||
Loss on debt repurchased
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|||
Other
|
2.7
|
|
|
(0.2
|
)
|
|
2.5
|
|
|||
Total operating costs and expenses
|
320.2
|
|
|
(0.8
|
)
|
|
319.4
|
|
|||
Operating income
|
11.9
|
|
|
0.3
|
|
|
12.2
|
|
|||
Non-operating (income) expense:
|
|
|
|
|
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|||
Total non-operating expense, net
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|||
Loss from continuing operations before income taxes
|
(0.5
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
|||
Income tax provision
|
1.8
|
|
|
0.2
|
|
|
2.0
|
|
|||
Loss from continuing operations
|
(2.3
|
)
|
|
0.1
|
|
|
(2.2
|
)
|
|||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss
|
$
|
(2.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(2.2
|
)
|
Loss per share of common stock
|
|
|
|
|
|
||||||
Basic and diluted:
|
|
|
|
|
|
||||||
Loss per share from continuing operations
|
$
|
(0.04
|
)
|
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Loss per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss per share
|
$
|
(0.04
|
)
|
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Weighted average shares of common stock outstanding, basic and diluted
|
59.9
|
|
|
—
|
|
|
59.9
|
|
|
Three Months Ended February 28, 2014
|
||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
(In millions)
|
||||||||||
Net loss
|
$
|
(2.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(2.2
|
)
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Amortization of actuarial losses and prior service credits, net of income taxes
|
7.5
|
|
|
0.2
|
|
|
7.7
|
|
|||
Comprehensive income
|
$
|
5.2
|
|
|
$
|
0.3
|
|
|
$
|
5.5
|
|
|
Nine Months Ended August 31, 2015
|
|
Six Months Ended May 31, 2015
|
||||||||||||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) income
|
$
|
(23.6
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(23.9
|
)
|
|
$
|
14.5
|
|
|
$
|
(0.5
|
)
|
|
$
|
14.0
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from discontinued operations, net of income taxes
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Depreciation and amortization
|
48.2
|
|
|
0.3
|
|
|
48.5
|
|
|
32.1
|
|
|
0.3
|
|
|
32.4
|
|
||||||
Amortization of financing costs
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||||
Stock-based compensation
|
9.6
|
|
|
0.8
|
|
|
10.4
|
|
|
7.3
|
|
|
1.0
|
|
|
8.3
|
|
||||||
Retirement benefit expense
|
50.0
|
|
|
0.6
|
|
|
50.6
|
|
|
33.4
|
|
|
0.4
|
|
|
33.8
|
|
||||||
Loss on debt repurchased
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||||
Loss on disposal of long-lived assets
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Tax benefit on stock-based awards
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||||
Changes in assets and liabilities, net of effects from acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
(13.8
|
)
|
|
(5.0
|
)
|
|
(18.8
|
)
|
|
(0.8
|
)
|
|
(4.3
|
)
|
|
(5.1
|
)
|
||||||
Inventories
|
(9.7
|
)
|
|
(0.2
|
)
|
|
(9.9
|
)
|
|
(11.3
|
)
|
|
(0.8
|
)
|
|
(12.1
|
)
|
||||||
Other current assets, net
|
(19.4
|
)
|
|
(0.7
|
)
|
|
(20.1
|
)
|
|
(7.5
|
)
|
|
(0.9
|
)
|
|
(8.4
|
)
|
||||||
Real estate held for entitlement and leasing
|
(5.1
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
Receivable from Northrop
|
4.8
|
|
|
(6.0
|
)
|
|
(1.2
|
)
|
|
5.1
|
|
|
(6.0
|
)
|
|
(0.9
|
)
|
||||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
(45.8
|
)
|
|
6.0
|
|
|
(39.8
|
)
|
|
0.1
|
|
|
6.0
|
|
|
6.1
|
|
||||||
Other noncurrent assets
|
(11.2
|
)
|
|
0.4
|
|
|
(10.8
|
)
|
|
(9.0
|
)
|
|
0.3
|
|
|
(8.7
|
)
|
||||||
Accounts payable
|
(14.8
|
)
|
|
(0.5
|
)
|
|
(15.3
|
)
|
|
(15.9
|
)
|
|
—
|
|
|
(15.9
|
)
|
||||||
Retirement benefits
|
(3.7
|
)
|
|
—
|
|
|
(3.7
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||||
Advance payments on contracts
|
13.2
|
|
|
1.1
|
|
|
14.3
|
|
|
(1.2
|
)
|
|
1.1
|
|
|
(0.1
|
)
|
||||||
Other current liabilities
|
15.7
|
|
|
3.8
|
|
|
19.5
|
|
|
(25.6
|
)
|
|
3.6
|
|
|
(22.0
|
)
|
||||||
Deferred income taxes
|
(11.8
|
)
|
|
1.1
|
|
|
(10.7
|
)
|
|
(0.9
|
)
|
|
0.3
|
|
|
(0.6
|
)
|
||||||
Reserves for environmental remediation costs
|
70.1
|
|
|
—
|
|
|
70.1
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
||||||
Other noncurrent liabilities and other
|
16.6
|
|
|
(1.4
|
)
|
|
15.2
|
|
|
18.6
|
|
|
(0.5
|
)
|
|
18.1
|
|
||||||
Net Cash Provided by Operating Activities
|
70.5
|
|
|
—
|
|
|
70.5
|
|
|
28.4
|
|
|
—
|
|
|
28.4
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(17.9
|
)
|
|
—
|
|
|
(17.9
|
)
|
|
(9.4
|
)
|
|
—
|
|
|
(9.4
|
)
|
||||||
Net Cash Used in Investing Activities
|
(17.9
|
)
|
|
—
|
|
|
(17.9
|
)
|
|
(9.4
|
)
|
|
—
|
|
|
(9.4
|
)
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt repayments/repurchases
|
(72.0
|
)
|
|
—
|
|
|
(72.0
|
)
|
|
(28.5
|
)
|
|
—
|
|
|
(28.5
|
)
|
||||||
Proceeds from shares issued under equity plans, net
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of shares to satisfy tax withholding obligations
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
||||||
Tax benefit on stock-based awards
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
||||||
Net Cash Used in Financing Activities
|
(75.2
|
)
|
|
—
|
|
|
(75.2
|
)
|
|
(31.4
|
)
|
|
—
|
|
|
(31.4
|
)
|
||||||
Net Decrease in Cash and Cash Equivalents
|
(22.6
|
)
|
|
—
|
|
|
(22.6
|
)
|
|
(12.4
|
)
|
|
—
|
|
|
(12.4
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
265.9
|
|
|
—
|
|
|
265.9
|
|
|
265.9
|
|
|
—
|
|
|
265.9
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
243.3
|
|
|
$
|
—
|
|
|
$
|
243.3
|
|
|
$
|
253.5
|
|
|
$
|
—
|
|
|
$
|
253.5
|
|
|
Three Months Ended February 28, 2015
|
|
Nine Months Ended August 31, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
(3.9
|
)
|
|
$
|
0.6
|
|
|
$
|
(3.3
|
)
|
|
$
|
(63.1
|
)
|
|
$
|
1.2
|
|
|
$
|
(61.9
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Income) loss from discontinued operations, net of income taxes
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||||
Depreciation and amortization
|
16.0
|
|
|
0.3
|
|
|
16.3
|
|
|
46.4
|
|
|
—
|
|
|
46.4
|
|
||||||
Amortization of financing costs
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
||||||
Stock-based compensation
|
5.3
|
|
|
—
|
|
|
5.3
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
||||||
Retirement benefit expense
|
16.6
|
|
|
0.2
|
|
|
16.8
|
|
|
26.7
|
|
|
0.8
|
|
|
27.5
|
|
||||||
Loss on debt repurchased
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
60.6
|
|
|
—
|
|
|
60.6
|
|
||||||
Loss on bank amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Loss on disposal of long-lived assets
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
||||||
Tax benefit on stock-based awards
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
(1.5
|
)
|
|
0.2
|
|
|
(1.3
|
)
|
||||||
Changes in assets and liabilities, net of effects from acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
(33.2
|
)
|
|
13.7
|
|
|
(19.5
|
)
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|
(1.1
|
)
|
||||||
Inventories
|
(22.4
|
)
|
|
(1.1
|
)
|
|
(23.5
|
)
|
|
(25.5
|
)
|
|
(0.3
|
)
|
|
(25.8
|
)
|
||||||
Other current assets, net
|
(6.2
|
)
|
|
0.9
|
|
|
(5.3
|
)
|
|
(3.0
|
)
|
|
0.8
|
|
|
(2.2
|
)
|
||||||
Real estate held for entitlement and leasing
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
(7.7
|
)
|
||||||
Receivable from Northrop
|
5.4
|
|
|
(6.0
|
)
|
|
(0.6
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
||||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
(2.2
|
)
|
|
6.0
|
|
|
3.8
|
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
||||||
Other noncurrent assets
|
14.3
|
|
|
(0.9
|
)
|
|
13.4
|
|
|
(24.0
|
)
|
|
(0.4
|
)
|
|
(24.4
|
)
|
||||||
Assets held for sale
|
(14.2
|
)
|
|
—
|
|
|
(14.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accounts payable
|
(19.0
|
)
|
|
—
|
|
|
(19.0
|
)
|
|
(7.1
|
)
|
|
0.4
|
|
|
(6.7
|
)
|
||||||
Retirement benefits
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
||||||
Advance payments on contracts
|
25.5
|
|
|
(15.9
|
)
|
|
9.6
|
|
|
18.0
|
|
|
(2.5
|
)
|
|
15.5
|
|
||||||
Other current liabilities
|
(11.3
|
)
|
|
3.4
|
|
|
(7.9
|
)
|
|
10.9
|
|
|
(0.3
|
)
|
|
10.6
|
|
||||||
Deferred income taxes
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(1.1
|
)
|
|
(6.1
|
)
|
|
2.7
|
|
|
(3.4
|
)
|
||||||
Reserves for environmental remediation costs
|
(3.4
|
)
|
|
—
|
|
|
(3.4
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
||||||
Other noncurrent liabilities and other
|
1.0
|
|
|
(0.4
|
)
|
|
0.6
|
|
|
3.4
|
|
|
(2.1
|
)
|
|
1.3
|
|
||||||
Net cash (used in) provided by continuing operations
|
(35.6
|
)
|
|
—
|
|
|
(35.6
|
)
|
|
34.2
|
|
|
0.2
|
|
|
34.4
|
|
||||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Net Cash (Used in) Provided by Operating Activities
|
(35.6
|
)
|
|
—
|
|
|
(35.6
|
)
|
|
34.1
|
|
|
0.2
|
|
|
34.3
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase of Rocketdyne Business
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Capital expenditures
|
(4.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
|
(31.9
|
)
|
|
—
|
|
|
(31.9
|
)
|
||||||
Net Cash Used in Investing Activities
|
(4.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
|
(31.7
|
)
|
|
—
|
|
|
(31.7
|
)
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
189.0
|
|
|
—
|
|
|
189.0
|
|
||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
||||||
Debt repayments/repurchases
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
|
(165.0
|
)
|
|
—
|
|
|
(165.0
|
)
|
||||||
Repurchase of shares to satisfy tax withholding obligations
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(64.5
|
)
|
|
—
|
|
|
(64.5
|
)
|
||||||
Tax benefit on stock-based awards
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
1.5
|
|
|
(0.2
|
)
|
|
1.3
|
|
||||||
Net Cash Used in Financing Activities
|
(10.3
|
)
|
|
—
|
|
|
(10.3
|
)
|
|
(45.1
|
)
|
|
(0.2
|
)
|
|
(45.3
|
)
|
||||||
Net Decrease in Cash and Cash Equivalents
|
(50.2
|
)
|
|
—
|
|
|
(50.2
|
)
|
|
(42.7
|
)
|
|
—
|
|
|
(42.7
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
265.9
|
|
|
—
|
|
|
265.9
|
|
|
197.6
|
|
|
—
|
|
|
197.6
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
215.7
|
|
|
$
|
—
|
|
|
$
|
215.7
|
|
|
$
|
154.9
|
|
|
$
|
—
|
|
|
$
|
154.9
|
|
|
Six Months Ended May 31, 2014
|
|
Three Months Ended February 28, 2014
|
||||||||||||||||||||
Unaudited
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
(53.2
|
)
|
|
$
|
1.8
|
|
|
$
|
(51.4
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(2.2
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss from discontinued operations, net of income taxes
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Depreciation and amortization
|
30.6
|
|
|
0.1
|
|
|
30.7
|
|
|
14.9
|
|
|
—
|
|
|
14.9
|
|
||||||
Amortization of financing costs
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||
Stock-based compensation
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||||
Retirement benefit expense
|
17.8
|
|
|
0.5
|
|
|
18.3
|
|
|
8.9
|
|
|
0.2
|
|
|
9.1
|
|
||||||
Loss on debt repurchased
|
50.8
|
|
|
—
|
|
|
50.8
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
||||||
Loss on bank amendment
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax benefit on stock-based awards
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
||||||
Changes in assets and liabilities, net of effects from acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
21.5
|
|
|
0.6
|
|
|
22.1
|
|
|
14.3
|
|
|
(0.7
|
)
|
|
13.6
|
|
||||||
Inventories
|
(25.1
|
)
|
|
(0.6
|
)
|
|
(25.7
|
)
|
|
(31.6
|
)
|
|
2.2
|
|
|
(29.4
|
)
|
||||||
Other current assets, net
|
3.7
|
|
|
(0.2
|
)
|
|
3.5
|
|
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
||||||
Income tax receivable
|
3.2
|
|
|
(1.3
|
)
|
|
1.9
|
|
|
6.6
|
|
|
(6.6
|
)
|
|
—
|
|
||||||
Real estate held for entitlement and leasing
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
||||||
Receivable from Northrop
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
6.6
|
|
|
—
|
|
|
6.6
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Other noncurrent assets
|
(15.6
|
)
|
|
0.1
|
|
|
(15.5
|
)
|
|
(4.2
|
)
|
|
(2.6
|
)
|
|
(6.8
|
)
|
||||||
Accounts payable
|
(28.0
|
)
|
|
0.4
|
|
|
(27.6
|
)
|
|
(24.5
|
)
|
|
(0.6
|
)
|
|
(25.1
|
)
|
||||||
Retirement benefits
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||||
Advance payments on contracts
|
6.1
|
|
|
(3.2
|
)
|
|
2.9
|
|
|
(9.2
|
)
|
|
2.9
|
|
|
(6.3
|
)
|
||||||
Other current liabilities
|
(27.7
|
)
|
|
2.7
|
|
|
(25.0
|
)
|
|
6.4
|
|
|
4.5
|
|
|
10.9
|
|
||||||
Deferred income taxes
|
(3.6
|
)
|
|
(0.3
|
)
|
|
(3.9
|
)
|
|
(6.8
|
)
|
|
1.8
|
|
|
(5.0
|
)
|
||||||
Reserves for environmental remediation costs
|
(7.6
|
)
|
|
—
|
|
|
(7.6
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
||||||
Other noncurrent liabilities and other
|
1.8
|
|
|
(0.6
|
)
|
|
1.2
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
—
|
|
||||||
Net cash used in continuing operations
|
(22.2
|
)
|
|
—
|
|
|
(22.2
|
)
|
|
(25.3
|
)
|
|
—
|
|
|
(25.3
|
)
|
||||||
Net cash used in discontinued operations
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net Cash Used in Operating Activities
|
(22.3
|
)
|
|
—
|
|
|
(22.3
|
)
|
|
(25.3
|
)
|
|
—
|
|
|
(25.3
|
)
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(18.5
|
)
|
|
—
|
|
|
(18.5
|
)
|
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
||||||
Net Cash Used in Investing Activities
|
(18.5
|
)
|
|
—
|
|
|
(18.5
|
)
|
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of debt
|
179.0
|
|
|
—
|
|
|
179.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Debt issuance costs
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Debt repayments/repurchases
|
(145.8
|
)
|
|
—
|
|
|
(145.8
|
)
|
|
(10.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
||||||
Repurchase of shares to satisfy tax withholding obligations
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||||
Purchase of treasury stock
|
(64.5
|
)
|
|
—
|
|
|
(64.5
|
)
|
|
(8.6
|
)
|
|
—
|
|
|
(8.6
|
)
|
||||||
Tax benefit on stock-based awards
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Net Cash Used in Financing Activities
|
(36.1
|
)
|
|
—
|
|
|
(36.1
|
)
|
|
(18.9
|
)
|
|
—
|
|
|
(18.9
|
)
|
||||||
Net Decrease in Cash and Cash Equivalents
|
(76.9
|
)
|
|
—
|
|
|
(76.9
|
)
|
|
(53.5
|
)
|
|
—
|
|
|
(53.5
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
197.6
|
|
|
—
|
|
|
197.6
|
|
|
197.6
|
|
|
—
|
|
|
197.6
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
120.7
|
|
|
$
|
—
|
|
|
$
|
120.7
|
|
|
$
|
144.1
|
|
|
$
|
—
|
|
|
$
|
144.1
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
$
|
(17.1
|
)
|
|
$
|
(49.3
|
)
|
|
$
|
162.7
|
|
Income (loss) from discontinued operations, net of income taxes
|
0.9
|
|
|
(0.7
|
)
|
|
0.2
|
|
|||
Net (loss) income
|
(16.2
|
)
|
|
(50.0
|
)
|
|
162.9
|
|
|||
Income allocated to participating securities
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|||
Net (loss) income for basic earnings per share
|
(16.2
|
)
|
|
(50.0
|
)
|
|
159.8
|
|
|||
Interest on convertible subordinated debentures
|
—
|
|
|
—
|
|
|
8.1
|
|
|||
Net (loss) income for diluted earnings per share
|
$
|
(16.2
|
)
|
|
$
|
(50.0
|
)
|
|
$
|
167.9
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares
|
61.1
|
|
|
57.9
|
|
|
59.6
|
|
|||
Effect of:
|
|
|
|
|
|
||||||
Convertible subordinated notes
|
—
|
|
|
—
|
|
|
22.1
|
|
|||
Employee stock options
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Diluted weighted average shares
|
61.1
|
|
|
57.9
|
|
|
81.9
|
|
|||
Basic:
|
|
|
|
|
|
||||||
(Loss) income per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
2.68
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
0.01
|
|
|
(0.01
|
)
|
|
—
|
|
|||
Net (loss) income per share
|
$
|
(0.27
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
2.68
|
|
Diluted:
|
|
|
|
|
|
||||||
(Loss) income per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
2.05
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
0.01
|
|
|
(0.01
|
)
|
|
—
|
|
|||
Net (loss) income per share
|
$
|
(0.27
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
2.05
|
|
|
Year Ended
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In millions)
|
|||||||
4
1
/
16
%
Debentures
|
11.0
|
|
|
17.9
|
|
|
—
|
|
Employee stock options and stock purchase plan
|
0.2
|
|
|
0.2
|
|
|
—
|
|
Unvested restricted shares
|
1.6
|
|
|
1.7
|
|
|
1.1
|
|
Total potentially dilutive securities
|
12.8
|
|
|
19.8
|
|
|
1.1
|
|
Note 4.
|
Balance Sheet Accounts and Supplemental Disclosures, (As Restated for fiscal 2014 and 2013)
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Billed
|
$
|
90.4
|
|
|
$
|
68.1
|
|
Unbilled, net
|
80.6
|
|
|
102.0
|
|
||
Total receivables under long-term contracts
|
171.0
|
|
|
170.1
|
|
||
Other receivables
|
0.5
|
|
|
0.4
|
|
||
Accounts receivable
|
$
|
171.5
|
|
|
$
|
170.5
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Long-term contracts at average cost
|
$
|
505.8
|
|
|
$
|
493.6
|
|
Progress payments
|
(349.6
|
)
|
|
(356.9
|
)
|
||
Total long-term contract inventories
|
156.2
|
|
|
136.7
|
|
||
Total other inventories
|
1.3
|
|
|
1.3
|
|
||
Inventories
|
$
|
157.5
|
|
|
$
|
138.0
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Recoverable from the U.S. government for Rocketdyne Business integration costs (see Note 4(g))
|
$
|
11.9
|
|
|
$
|
10.5
|
|
Prepaid expenses
|
10.7
|
|
|
11.3
|
|
||
Receivables, net
|
7.2
|
|
|
5.6
|
|
||
Indemnification receivable from UTC, net
|
15.7
|
|
|
0.9
|
|
||
Recoverable from the U.S. government for Competitive Improvement Program severance obligations (see Note 12)
|
9.5
|
|
|
—
|
|
||
Other
|
6.5
|
|
|
10.3
|
|
||
Other current assets, net
|
$
|
61.5
|
|
|
$
|
38.6
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Land
|
$
|
71.3
|
|
|
$
|
67.2
|
|
Buildings and improvements
|
287.6
|
|
|
279.9
|
|
||
Machinery and equipment
|
509.8
|
|
|
476.0
|
|
||
Construction-in-progress
|
34.9
|
|
|
35.5
|
|
||
|
903.6
|
|
|
858.6
|
|
||
Less: accumulated depreciation
|
(537.8
|
)
|
|
(492.1
|
)
|
||
Property, plant and equipment, net
|
$
|
365.8
|
|
|
$
|
366.5
|
|
November 30, 2013
|
$
|
152.5
|
|
Purchase accounting adjustments in fiscal 2014 related to the Rocketdyne Business acquisition (see Note 5)
|
5.6
|
|
|
November 30, 2015 and 2014
|
$
|
158.1
|
|
|
As of November 30, 2015
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
(In millions)
|
||||||||||
Customer related
|
$
|
83.8
|
|
|
$
|
27.6
|
|
|
$
|
56.2
|
|
Intellectual property\trade secrets
|
34.2
|
|
|
6.4
|
|
|
27.8
|
|
|||
Non-compete agreements
|
0.5
|
|
|
0.4
|
|
|
0.1
|
|
|||
Trade name
|
20.5
|
|
|
1.6
|
|
|
18.9
|
|
|||
Acquired technology
|
18.3
|
|
|
12.5
|
|
|
5.8
|
|
|||
Intangible assets
|
$
|
157.3
|
|
|
$
|
48.5
|
|
|
$
|
108.8
|
|
|
As of November 30, 2014
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
(In millions)
|
||||||||||
Customer related
|
$
|
83.8
|
|
|
$
|
18.5
|
|
|
$
|
65.3
|
|
Intellectual property\trade secrets
|
34.2
|
|
|
3.7
|
|
|
30.5
|
|
|||
Non-compete agreements
|
0.5
|
|
|
0.2
|
|
|
0.3
|
|
|||
Trade name
|
20.5
|
|
|
1.0
|
|
|
19.5
|
|
|||
Acquired technology
|
18.3
|
|
|
11.7
|
|
|
6.6
|
|
|||
Intangible assets
|
$
|
157.3
|
|
|
$
|
35.1
|
|
|
$
|
122.2
|
|
Year Ending November 30,
|
Future Amortization Expense
|
||
|
(In millions)
|
|
|
2016
|
$
|
13.3
|
|
2017
|
13.1
|
|
|
2018
|
13.1
|
|
|
2019
|
13.0
|
|
|
2020
|
12.8
|
|
|
|
$
|
65.3
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Recoverable from the U.S. government for Rocketdyne Business integration costs
|
$
|
22.4
|
|
|
$
|
27.6
|
|
Deferred financing costs
|
13.9
|
|
|
18.5
|
|
||
Recoverable from the U.S. government for conditional asset retirement obligations
|
17.5
|
|
|
17.7
|
|
||
Grantor trust
|
10.7
|
|
|
11.2
|
|
||
Note receivable, net
|
9.0
|
|
|
—
|
|
||
Recoverable from the U.S. government for Competitive Improvement Program severance obligations (see Note 12)
|
2.8
|
|
|
—
|
|
||
Indemnification receivable from UTC, net
|
—
|
|
|
6.7
|
|
||
Other
|
9.4
|
|
|
11.3
|
|
||
Other noncurrent assets, net
|
$
|
85.7
|
|
|
$
|
93.0
|
|
Net sales from land sale
|
$
|
42.0
|
|
Cost of sales from land sale
|
11.4
|
|
|
Income from continuing operations before income taxes from land sale
|
30.6
|
|
|
Income tax provision related to land sale
|
12.7
|
|
|
Net income from land sale
|
$
|
17.9
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Accrued compensation and employee benefits
|
$
|
101.3
|
|
|
$
|
94.9
|
|
Income taxes
|
15.5
|
|
|
16.2
|
|
||
Payable to UTC primarily for Transition Service Agreements
|
1.9
|
|
|
11.9
|
|
||
Interest payable
|
11.7
|
|
|
14.6
|
|
||
Contract loss provisions
|
9.3
|
|
|
12.0
|
|
||
Other
|
61.6
|
|
|
71.8
|
|
||
Other current liabilities
|
$
|
201.3
|
|
|
$
|
221.4
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Conditional asset retirement obligations
|
$
|
29.3
|
|
|
$
|
24.4
|
|
Pension benefits, non-qualified
|
17.9
|
|
|
19.1
|
|
||
Deferred compensation
|
11.9
|
|
|
11.1
|
|
||
Deferred revenue
|
13.9
|
|
|
7.4
|
|
||
Other
|
21.4
|
|
|
18.6
|
|
||
Other noncurrent liabilities
|
$
|
94.4
|
|
|
$
|
80.6
|
|
|
Actuarial
Losses, Net
|
|
Prior Service
Credits, Net
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
November 30, 2013
|
$
|
(232.1
|
)
|
|
$
|
3.8
|
|
|
$
|
(228.3
|
)
|
Actuarial losses arising during the period, net of income taxes
|
(136.0
|
)
|
|
—
|
|
|
(136.0
|
)
|
|||
Amortization of actuarial losses and prior service credits, net of income taxes
|
31.1
|
|
|
(0.5
|
)
|
|
30.6
|
|
|||
November 30, 2014
|
(337.0
|
)
|
|
3.3
|
|
|
(333.7
|
)
|
|||
Actuarial losses and prior service costs arising during the period, net of income taxes
|
(55.0
|
)
|
|
(1.6
|
)
|
|
(56.6
|
)
|
|||
Amortization of actuarial losses and prior service credits, net of income taxes
|
49.4
|
|
|
(0.8
|
)
|
|
48.6
|
|
|||
November 30, 2015
|
$
|
(342.6
|
)
|
|
$
|
0.9
|
|
|
$
|
(341.7
|
)
|
|
Pension Benefits
|
|
Medical and Life Insurance Benefits
|
||||
|
(In millions)
|
||||||
Actuarial losses (gains), net
|
$
|
64.7
|
|
|
$
|
(3.6
|
)
|
Prior service costs (credits), net
|
0.1
|
|
|
(1.1
|
)
|
||
|
$
|
64.8
|
|
|
$
|
(4.7
|
)
|
Purchase Price
|
$
|
495.0
|
|
Advance payments on contracts adjustment
|
(55.7
|
)
|
|
Capital expenditures adjustment
|
(28.3
|
)
|
|
Cash payment to UTC
|
$
|
411.0
|
|
Legal expenses
|
$
|
16.4
|
|
Professional fees and consulting
|
8.9
|
|
|
Internal labor
|
3.4
|
|
|
Costs related to the previously planned divestiture of the Liquid Divert and Attitude Control Systems business, including $0.3 million of internal labor
|
1.7
|
|
|
Other
|
1.2
|
|
|
|
$
|
31.6
|
|
Current assets
|
$
|
110.9
|
|
Property, plant and equipment, net
|
203.8
|
|
|
Other non-current assets
|
4.2
|
|
|
Total tangible assets acquired
|
318.9
|
|
|
Intangible assets acquired
|
128.3
|
|
|
Deferred income taxes
|
13.3
|
|
|
Total assets acquired
|
460.5
|
|
|
Liabilities assumed, current
|
(105.5
|
)
|
|
Liabilities assumed, non-current
|
(7.2
|
)
|
|
Total identifiable net assets acquired
|
347.8
|
|
|
Goodwill (Cash payment less total identifiable net assets acquired)
|
$
|
63.2
|
|
|
Year Ended
|
||
|
2013
|
||
|
(In millions, except per share amounts)
|
||
Net sales:
|
|
||
As reported
|
$
|
1,378.1
|
|
Pro forma
|
$
|
1,757.7
|
|
Net income:
|
|
||
As reported
|
$
|
162.9
|
|
Pro forma
|
$
|
25.7
|
|
Basic income per share
|
|
||
As reported
|
$
|
2.68
|
|
Pro forma
|
$
|
0.42
|
|
Diluted income per share
|
|
||
As reported
|
$
|
2.05
|
|
Pro forma
|
$
|
0.41
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
33.0
|
|
|
$
|
19.0
|
|
|
$
|
1.8
|
|
State and local
|
3.4
|
|
|
4.1
|
|
|
1.0
|
|
|||
|
36.4
|
|
|
23.1
|
|
|
2.8
|
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
(41.2
|
)
|
|
(5.5
|
)
|
|
(150.3
|
)
|
|||
State and local
|
5.1
|
|
|
(1.3
|
)
|
|
(50.9
|
)
|
|||
|
(36.1
|
)
|
|
(6.8
|
)
|
|
(201.2
|
)
|
|||
Income tax provision (benefit)
|
$
|
0.3
|
|
|
$
|
16.3
|
|
|
$
|
(198.4
|
)
|
|
Year Ended
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Statutory U.S. federal income tax rate - provision (benefit)
|
(35.0
|
)%
|
|
(35.0
|
)%
|
|
(35.0
|
)%
|
State and local income taxes, net of U.S. federal income tax effect
|
16.2
|
|
|
11.4
|
|
|
(6.8
|
)
|
Changes in state income tax rates
|
19.0
|
|
|
(0.7
|
)
|
|
(21.5
|
)
|
Reserve adjustments
|
2.2
|
|
|
(0.8
|
)
|
|
4.1
|
|
Valuation allowance adjustments
|
—
|
|
|
0.3
|
|
|
(501.3
|
)
|
Rescindable common stock interest and realized losses (gains)
|
—
|
|
|
0.9
|
|
|
(1.0
|
)
|
Non-deductible convertible subordinated notes interest
|
8.0
|
|
|
7.0
|
|
|
7.9
|
|
Non-deductible premiums on repurchase of convertible subordinated notes
|
—
|
|
|
64.1
|
|
|
4.8
|
|
Research credits
|
—
|
|
|
4.0
|
|
|
(3.4
|
)
|
Retroactive change in federal tax law
|
(11.6
|
)
|
|
—
|
|
|
(3.9
|
)
|
Benefit of manufacturing deductions
|
(5.8
|
)
|
|
(4.3
|
)
|
|
(0.8
|
)
|
Lobbying costs
|
3.6
|
|
|
1.0
|
|
|
0.9
|
|
Other, net
|
5.2
|
|
|
1.5
|
|
|
0.3
|
|
Effective income tax rate - provision (benefit)
|
1.8
|
%
|
|
49.4
|
%
|
|
(555.7
|
)%
|
•
|
The three year comprehensive cumulative income position as of November 30, 2015;
|
•
|
Continuing positive results of operations from the acquisition of the Rocketdyne Business;
|
•
|
The Company’s recent history of generating taxable income which has allowed for the utilization of tax credit carryforwards, and the expected taxable income position for the current year;
|
•
|
Pension rules that allow the Company to recover pension funding cash contributions through its U.S. government contracts;
|
•
|
Establishment and execution of the Competitive Improvement Program evidencing increasing growth and profitability;
|
•
|
Increase in the Company's contract backlog; and
|
•
|
Favorable trends with respect to the market value of certain real estate assets.
|
•
|
The Company’s exposure to environmental remediation obligations and the related uncertainty as to the ultimate exposure upon settlement;
|
•
|
The significance of the Company’s defined benefit pension obligation and related impact it could have in future years;
|
•
|
The additional indebtedness incurred in fiscal 2013 related to the acquisition of the Rocketdyne Business that continues to generate interest expense; and
|
•
|
Potential three-year cumulative loss position at the end of fiscal 2016.
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Balances at beginning of fiscal year
|
$
|
6.8
|
|
|
$
|
7.9
|
|
|
$
|
4.9
|
|
Increases based on tax positions in prior years
|
1.0
|
|
|
0.6
|
|
|
3.7
|
|
|||
Decreases based on tax position in prior years
|
(1.8
|
)
|
|
(1.3
|
)
|
|
—
|
|
|||
Increases based on tax positions in current year
|
0.7
|
|
|
—
|
|
|
0.2
|
|
|||
Lapse of statute of limitations
|
—
|
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|||
Balances at end of fiscal year
|
$
|
6.7
|
|
|
$
|
6.8
|
|
|
$
|
7.9
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Deferred Tax Assets
|
|
|
|
||||
Accrued estimated costs
|
$
|
112.4
|
|
|
$
|
99.7
|
|
Basis difference in assets and liabilities
|
7.4
|
|
|
18.2
|
|
||
Tax losses and credit carryforwards
|
8.2
|
|
|
13.0
|
|
||
Net cumulative defined benefit pension plan losses
|
222.2
|
|
|
192.3
|
|
||
Retiree medical and life insurance benefits
|
19.9
|
|
|
22.7
|
|
||
Valuation allowance
|
(1.7
|
)
|
|
(2.6
|
)
|
||
Total deferred tax assets
|
368.4
|
|
|
343.3
|
|
||
Deferred Tax Liabilities
|
|
|
|
||||
Revenue recognition differences
|
39.7
|
|
|
47.6
|
|
||
Basis differences in intangible assets
|
13.9
|
|
|
14.4
|
|
||
Total deferred tax liabilities
|
53.6
|
|
|
62.0
|
|
||
Total net deferred tax assets
|
$
|
314.8
|
|
|
$
|
281.3
|
|
|
Balance at
Beginning of
Period
|
Tax
Valuation
Allowance
Charged to
Income
Tax
Provision
|
Charged
to Other
Accounts
|
Tax
Valuation
Allowance
Credited to
Income
Tax
Provision
|
Balance at
End of
Period
|
||||||||||
|
(In millions)
|
||||||||||||||
2015
|
$
|
2.6
|
|
$
|
0.6
|
|
$
|
—
|
|
$
|
(1.5
|
)
|
$
|
1.7
|
|
2014
|
2.6
|
|
—
|
|
—
|
|
—
|
|
2.6
|
|
|||||
2013
|
288.1
|
|
61.2
|
|
(100.4
|
)
|
(246.3
|
)
|
2.6
|
|
2016
|
$
|
28.9
|
|
2017
|
26.8
|
|
|
2018
|
24.2
|
|
|
2019
|
46.3
|
|
|
|
$
|
126.2
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Senior debt
|
$
|
93.8
|
|
|
$
|
98.8
|
|
Senior secured notes
|
460.0
|
|
|
460.0
|
|
||
Convertible subordinated notes
|
84.8
|
|
|
133.8
|
|
||
Other debt
|
13.4
|
|
|
89.6
|
|
||
Total debt, carrying amount
|
652.0
|
|
|
782.2
|
|
||
Less: Amounts due within one year
|
(5.3
|
)
|
|
(5.3
|
)
|
||
Total long-term debt, carrying amount
|
$
|
646.7
|
|
|
$
|
776.9
|
|
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Senior debt
|
$
|
93.8
|
|
|
$
|
5.0
|
|
|
$
|
5.0
|
|
|
$
|
5.0
|
|
|
$
|
78.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior secured notes
|
460.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460.0
|
|
|
—
|
|
||||||||
Convertible subordinated notes (1)
|
84.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
84.6
|
|
|
—
|
|
|
—
|
|
||||||||
Other debt
|
13.4
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
||||||||
Total debt
|
$
|
652.0
|
|
|
$
|
5.3
|
|
|
$
|
5.1
|
|
|
$
|
5.0
|
|
|
$
|
79.0
|
|
|
$
|
84.6
|
|
|
$
|
460.0
|
|
|
$
|
13.0
|
|
(1)
|
With respect to the 4
1
/
16
% Debentures holders option to require the Company to repurchase all of the outstanding 4
1
/
16
% Debentures, or any portion thereof that is a multiple of
$1,000
principal amount, on December 31, 2019, the Company has the unilateral option to pay the 4
1
/
16
% Debentures holders in shares of its common stock.
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Term loan, bearing interest at variable rates (rate of 2.33% as of November 30, 2015), payable in quarterly installments of $1.3 million plus interest, maturing in May 2019
|
$
|
93.8
|
|
|
$
|
98.8
|
|
Financial Covenant
|
Actual Ratios as of
November 30, 2015 |
|
Required Ratios
|
Interest coverage ratio, as defined under the Senior Credit Facility
|
4.77 to 1.00
|
|
Not less than: 2.40 to 1.00
|
Leverage ratio, as defined under the Senior Credit Facility
|
2.21 to 1.00
|
|
Not greater than: 4.50 to 1.00
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Senior secured notes, bearing interest at 7.125% per annum, interest payments due in March and September, maturing in March 2021
|
$
|
460.0
|
|
|
$
|
460.0
|
|
Year
|
Redemption Price
|
|
2016
|
105.344
|
%
|
2017
|
103.563
|
%
|
2018
|
101.781
|
%
|
2019 and thereafter
|
100.000
|
%
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Convertible subordinated debentures, bearing interest at 2.25% per annum, interest payments due in May and November, maturing in November 2024
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Convertible subordinated debentures, bearing interest at 4.0625% per annum, interest payments due in June and December, maturing in December 2039
|
84.6
|
|
|
133.6
|
|
||
Total convertible subordinated notes
|
$
|
84.8
|
|
|
$
|
133.8
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Delayed draw term loan, bearing interest at variable rates (rate of 9.50% as of November 30, 2015), maturing in April 2022
|
$
|
13.0
|
|
|
$
|
89.0
|
|
Capital lease, payable in monthly installments, maturing in March 2017
|
0.4
|
|
|
0.6
|
|
||
Total other debt
|
$
|
13.4
|
|
|
$
|
89.6
|
|
Note 8.
|
Retirement Benefits, (As Restated for fiscal 2014 and 2013)
|
|
Pension Benefits
|
|
Medical and
Life Insurance Benefits |
||||||||||||
|
As of November 30,
|
||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In millions)
|
||||||||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value - beginning of year
|
$
|
1,163.1
|
|
|
$
|
1,249.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Loss) gain on plan assets
|
(64.2
|
)
|
|
63.5
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
1.3
|
|
|
1.2
|
|
|
4.8
|
|
|
5.3
|
|
||||
Benefits paid (1)
|
(136.1
|
)
|
|
(133.7
|
)
|
|
(4.8
|
)
|
|
(5.3
|
)
|
||||
Lump sum distributions (2)
|
—
|
|
|
(17.1
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value - end of year
|
$
|
964.1
|
|
|
$
|
1,163.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation - beginning of year
|
$
|
1,666.3
|
|
|
$
|
1,538.6
|
|
|
$
|
58.1
|
|
|
$
|
66.6
|
|
Service cost
|
10.8
|
|
|
8.8
|
|
|
—
|
|
|
0.1
|
|
||||
Interest cost
|
63.6
|
|
|
67.1
|
|
|
1.9
|
|
|
2.5
|
|
||||
Plan amendments
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial losses (gains)
|
(57.6
|
)
|
|
202.6
|
|
|
(3.7
|
)
|
|
(5.8
|
)
|
||||
Benefits paid
|
(136.1
|
)
|
|
(133.7
|
)
|
|
(4.8
|
)
|
|
(5.3
|
)
|
||||
Lump sum distributions (2)
|
—
|
|
|
(17.1
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation - end of year (3)
|
$
|
1,549.5
|
|
|
$
|
1,666.3
|
|
|
$
|
51.5
|
|
|
$
|
58.1
|
|
Funded status of the plans
|
$
|
(585.4
|
)
|
|
$
|
(503.2
|
)
|
|
$
|
(51.5
|
)
|
|
$
|
(58.1
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Postretirement medical and life insurance benefits, current
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6.0
|
)
|
|
$
|
(6.4
|
)
|
Postretirement medical and life insurance benefits, noncurrent
|
—
|
|
|
—
|
|
|
(45.5
|
)
|
|
(51.7
|
)
|
||||
Pension liability, non-qualified current (component of other current liabilities)
|
(1.3
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
||||
Pension liability, non-qualified (component of other noncurrent liabilities)
|
(17.9
|
)
|
|
(19.1
|
)
|
|
—
|
|
|
—
|
|
||||
Pension benefits, noncurrent
|
(566.2
|
)
|
|
(482.8
|
)
|
|
—
|
|
|
—
|
|
||||
Net liability recognized in the consolidated balance sheets
|
$
|
(585.4
|
)
|
|
$
|
(503.2
|
)
|
|
$
|
(51.5
|
)
|
|
$
|
(58.1
|
)
|
(1)
|
Benefits paid for medical and life insurance benefits are net of the Medicare Part D Subsidy of
$0.2 million
received in fiscal
2015
and
2014
.
|
(2)
|
During fiscal 2014, the Company offered and distributed lump sum pension payouts to terminated vested participants in the pension plan with a lump sum present value of less than
$25,000
.
|
(3)
|
Pension benefit obligation includes
$19.2 million
and
$20.4 million
as of November 30,
2015
and
2014
, respectively, for the non-qualified plan.
|
|
Pension Benefits
|
|
Medical and
Life Insurance Benefits |
||||||||||||||||||||
|
Year Ended
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Service cost
|
$
|
10.8
|
|
|
$
|
8.8
|
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost on benefit obligation
|
63.6
|
|
|
67.1
|
|
|
61.0
|
|
|
1.9
|
|
|
2.5
|
|
|
2.4
|
|
||||||
Assumed return on plan assets (1)
|
(88.1
|
)
|
|
(92.6
|
)
|
|
(96.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credits
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
||||||
Amortization of net losses (gains)
|
84.0
|
|
|
54.4
|
|
|
94.6
|
|
|
(3.5
|
)
|
|
(2.9
|
)
|
|
(2.1
|
)
|
||||||
|
$
|
70.3
|
|
|
$
|
37.7
|
|
|
$
|
65.5
|
|
|
$
|
(2.7
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(0.5
|
)
|
(1)
|
The actual return and rate of return on plan assets are as follows:
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except rate of return)
|
||||||||||
Actual return on plan assets
|
$
|
(64.2
|
)
|
|
$
|
63.5
|
|
|
$
|
141.4
|
|
Actual rate of return on plan assets
|
(6.1
|
)%
|
|
5.1
|
%
|
|
11.8
|
%
|
|
Pension
Benefits
|
|
Medical and
Life Insurance Benefits
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Discount rate
|
4.26
|
%
|
|
3.96
|
%
|
|
3.87
|
%
|
|
3.54
|
%
|
Discount rate (benefit restoration plan)
|
4.32
|
%
|
|
4.01
|
%
|
|
*
|
|
|
*
|
|
Ultimate healthcare trend rate
|
*
|
|
|
*
|
|
|
5.00
|
%
|
|
5.00
|
%
|
Initial healthcare trend rate (pre 65/post 65)
|
*
|
|
|
*
|
|
|
7.00
|
%
|
|
7.00
|
%
|
Year ultimate rate attained (pre 65/post 65)
|
*
|
|
|
*
|
|
|
2021
|
|
|
2021
|
|
*
|
Not applicable
|
|
Pension Benefits
|
|
Medical and
Life Insurance Benefits |
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Discount rate
|
3.96
|
%
|
|
4.54
|
%
|
|
3.68
|
%
|
|
3.54
|
%
|
|
3.98
|
%
|
|
3.24
|
%
|
Discount rate (benefit restoration plan)
|
4.01
|
%
|
|
4.65
|
%
|
|
3.77
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
Expected long-term rate of return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
Ultimate healthcare trend rate
|
*
|
|
|
*
|
|
|
*
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Initial healthcare trend rate (pre 65/post 65)
|
*
|
|
|
*
|
|
|
*
|
|
|
7.00
|
%
|
|
8.50
|
%
|
|
8.75
|
%
|
Year ultimate rate attained (pre 65/post 65)
|
*
|
|
|
*
|
|
|
*
|
|
|
2021
|
|
|
2021
|
|
|
2021
|
|
*
|
Not applicable
|
|
Pension Benefits and
Medical and Life Insurance Benefits Discount Rate
|
|
Expected Long-term
Rate of Return
|
|
Assumed Healthcare
Cost Trend Rate
|
||||||||||||||
|
Net Periodic
Benefit Expense
|
|
Projected
Benefit
Obligation
|
|
Net Periodic Pension
Benefit Expense
|
|
Net Periodic
Medical and Life
Insurance Benefit Expense
|
|
Accumulated
Benefit
Obligation
|
||||||||||
|
(In millions)
|
||||||||||||||||||
1% decrease
|
$
|
26.5
|
|
|
$
|
166.1
|
|
|
$
|
11.1
|
|
|
$
|
(0.4
|
)
|
|
$
|
(1.3
|
)
|
1% increase
|
(22.5
|
)
|
|
(139.6
|
)
|
|
(11.1
|
)
|
|
0.4
|
|
|
1.5
|
|
|
As of November 30,
|
||||
|
2015
|
|
2014
|
||
Cash and cash equivalents
|
35
|
%
|
|
18
|
%
|
Equity securities
|
35
|
|
|
32
|
|
Fixed income
|
13
|
|
|
16
|
|
Real estate investments
|
—
|
|
|
2
|
|
Private equity holdings
|
7
|
|
|
9
|
|
Alternative investments
|
10
|
|
|
23
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
November 30, 2015
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
101.5
|
|
|
$
|
101.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Domestic equity securities
|
361.4
|
|
|
352.9
|
|
|
8.0
|
|
|
0.5
|
|
||||
International equity securities
|
34.3
|
|
|
34.3
|
|
|
—
|
|
|
—
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Written options
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Short sales
|
(62.8
|
)
|
|
(62.8
|
)
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
27.5
|
|
|
—
|
|
|
27.5
|
|
|
—
|
|
||||
Asset-backed securities
|
96.9
|
|
|
—
|
|
|
96.9
|
|
|
—
|
|
||||
Short sales
|
(3.2
|
)
|
|
(2.5
|
)
|
|
(0.7
|
)
|
|
—
|
|
||||
Real estate investments
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Total assets at fair value
|
556.5
|
|
|
$
|
423.6
|
|
|
$
|
131.7
|
|
|
$
|
1.2
|
|
|
Investment measured at NAV
|
|
|
|
|
|
|
|
||||||||
Private equity holdings
|
62.8
|
|
|
|
|
|
|
|
|||||||
Alternative investments
|
97.7
|
|
|
|
|
|
|
|
|||||||
Common/collective trusts ("CCTs")
|
245.3
|
|
|
|
|
|
|
|
|||||||
Total investments measured at NAV
|
405.8
|
|
|
|
|
|
|
|
|||||||
Receivables
|
3.8
|
|
|
|
|
|
|
|
|||||||
Payables
|
(2.0
|
)
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
964.1
|
|
|
|
|
|
|
|
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
November 30, 2014
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
166.4
|
|
|
$
|
166.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Domestic equity securities
|
418.5
|
|
|
412.0
|
|
|
6.5
|
|
|
—
|
|
||||
International equity securities
|
43.3
|
|
|
43.3
|
|
|
—
|
|
|
—
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Purchased options
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Written options
|
(0.6
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||||
Short sales
|
(96.6
|
)
|
|
(96.6
|
)
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
86.0
|
|
|
1.0
|
|
|
84.7
|
|
|
0.3
|
|
||||
Asset-backed securities
|
114.0
|
|
|
—
|
|
|
114.0
|
|
|
—
|
|
||||
Short sales
|
(15.4
|
)
|
|
(10.4
|
)
|
|
(5.0
|
)
|
|
—
|
|
||||
Real estate investments
|
25.3
|
|
|
—
|
|
|
—
|
|
|
25.3
|
|
||||
Total
|
741.4
|
|
|
$
|
515.6
|
|
|
$
|
200.2
|
|
|
$
|
25.6
|
|
|
Investment measured at NAV
|
|
|
|
|
|
|
|
||||||||
Private equity holdings
|
106.8
|
|
|
|
|
|
|
|
|||||||
Alternative investments
|
267.7
|
|
|
|
|
|
|
|
|||||||
CCTs
|
45.7
|
|
|
|
|
|
|
|
|
||||||
Total investments measured at NAV
|
420.2
|
|
|
|
|
|
|
|
|||||||
Receivables
|
12.9
|
|
|
|
|
|
|
|
|||||||
Payables
|
(11.4
|
)
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
1,163.1
|
|
|
|
|
|
|
|
|
November 30,
2014 |
|
Unrealized
Gains (Losses) on Plan Assets |
|
Realized
Gains (Losses) on Plan Assets |
|
Purchases,
Issuances, and Settlements |
|
Transfers
out of Level 3 |
|
November 30,
2015 |
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic equity securities
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.5
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
0.3
|
|
|
0.1
|
|
|
0.3
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Real estate investments
|
25.3
|
|
|
0.2
|
|
|
—
|
|
|
(24.8
|
)
|
|
—
|
|
|
0.7
|
|
||||||
Total
|
$
|
25.6
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
(25.5
|
)
|
|
$
|
0.8
|
|
|
$
|
1.2
|
|
|
November 30,
2013 |
|
Unrealized
Gains (Losses) on Plan Assets |
|
Realized
Gains (Losses) on Plan Assets |
|
Purchases,
Issuances, and Settlements |
|
November 30,
2014 |
||||||||||
|
(In millions)
|
||||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic equity securities
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate debt securities
|
0.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Real estate investments
|
15.7
|
|
|
10.0
|
|
|
—
|
|
|
(0.4
|
)
|
|
25.3
|
|
|||||
Total
|
$
|
16.4
|
|
|
$
|
9.6
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
25.6
|
|
|
Pension
Benefit
Payments
|
|
Medical and Life Insurance Benefits
|
||||||||||||
Year Ending November 30,
|
|
Gross Benefit Payments
|
|
Medicare D
Subsidy
|
|
Net Benefit
Payments
|
|||||||||
|
(In millions)
|
||||||||||||||
2016
|
$
|
123.6
|
|
|
$
|
6.3
|
|
|
$
|
0.3
|
|
|
$
|
6.0
|
|
2017
|
122.0
|
|
|
6.1
|
|
|
0.3
|
|
|
5.8
|
|
||||
2018
|
119.9
|
|
|
5.8
|
|
|
0.3
|
|
|
5.5
|
|
||||
2019
|
117.2
|
|
|
5.4
|
|
|
0.2
|
|
|
5.2
|
|
||||
2020
|
114.5
|
|
|
5.1
|
|
|
0.2
|
|
|
4.9
|
|
||||
Years 2021 - 2025
|
525.2
|
|
|
19.6
|
|
|
0.8
|
|
|
18.8
|
|
Note 9.
|
Commitments and Contingencies
|
Year Ending November 30,
|
Future Minimum
Rental Commitments |
|
Future Minimum
Rental Income |
||||
|
(In millions)
|
||||||
2016
|
$
|
17.9
|
|
|
$
|
4.3
|
|
2017
|
15.5
|
|
|
4.1
|
|
||
2018
|
11.8
|
|
|
3.9
|
|
||
2019
|
10.6
|
|
|
2.2
|
|
||
2020
|
9.8
|
|
|
—
|
|
||
Thereafter
|
26.5
|
|
|
—
|
|
||
|
$
|
92.1
|
|
|
$
|
14.5
|
|
|
Aerojet
Rocketdyne- Sacramento |
|
Aerojet
Rocketdyne- BPOU |
|
Other
Aerojet Rocketdyne Sites |
|
Total
Aerojet Rocketdyne |
|
Other
|
|
Total
Environmental Reserve |
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
November 30, 2012
|
$
|
140.5
|
|
|
$
|
31.2
|
|
|
$
|
10.8
|
|
|
$
|
182.5
|
|
|
$
|
7.0
|
|
|
$
|
189.5
|
|
Additions
|
9.8
|
|
|
5.1
|
|
|
0.1
|
|
|
15.0
|
|
|
3.8
|
|
|
18.8
|
|
||||||
Expenditures
|
(22.3
|
)
|
|
(9.4
|
)
|
|
(2.7
|
)
|
|
(34.4
|
)
|
|
(2.6
|
)
|
|
(37.0
|
)
|
||||||
November 30, 2013
|
128.0
|
|
|
26.9
|
|
|
8.2
|
|
|
163.1
|
|
|
8.2
|
|
|
171.3
|
|
||||||
Additions
|
24.0
|
|
|
4.5
|
|
|
3.3
|
|
|
31.8
|
|
|
1.9
|
|
|
33.7
|
|
||||||
Expenditures
|
(21.6
|
)
|
|
(9.7
|
)
|
|
(3.4
|
)
|
|
(34.7
|
)
|
|
(4.3
|
)
|
|
(39.0
|
)
|
||||||
November 30, 2014
|
130.4
|
|
|
21.7
|
|
|
8.1
|
|
|
160.2
|
|
|
5.8
|
|
|
166.0
|
|
||||||
Additions
|
44.3
|
|
|
129.7
|
|
|
2.0
|
|
|
176.0
|
|
|
0.6
|
|
|
176.6
|
|
||||||
Expenditures
|
(21.7
|
)
|
|
(11.3
|
)
|
|
(2.3
|
)
|
|
(35.3
|
)
|
|
(1.2
|
)
|
|
(36.5
|
)
|
||||||
November 30, 2015
|
$
|
153.0
|
|
|
$
|
140.1
|
|
|
$
|
7.8
|
|
|
$
|
300.9
|
|
|
$
|
5.2
|
|
|
$
|
306.1
|
|
Pre-Close Environmental Costs
|
$
|
20.0
|
|
Amount spent through November 30, 2015
|
(18.5
|
)
|
|
Amount included as a component of reserves for environmental remediation costs in the consolidated balance sheet as of November 30, 2015
|
(1.5
|
)
|
|
Remaining Pre-Close Environmental Costs
|
$
|
—
|
|
Total reimbursable costs under the Northrop Agreement
|
$
|
189.7
|
|
Amount reimbursed to the Company through November 30, 2015
|
(113.2
|
)
|
|
Potential future cost reimbursements available
|
76.5
|
|
|
Receivable from Northrop in excess of the annual limitation included in the consolidated balance sheet as of November 30, 2015
|
(68.7
|
)
|
|
Potential future recoverable amounts available under the Northrop Agreement
|
$
|
7.8
|
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Estimated recoverable amounts under U.S. government contracts and Northrop
|
$
|
159.3
|
|
|
$
|
22.9
|
|
|
$
|
10.4
|
|
Charge to consolidated statement of operations
|
17.3
|
|
|
10.8
|
|
|
8.4
|
|
|||
Total environmental reserve additions
|
$
|
176.6
|
|
|
$
|
33.7
|
|
|
$
|
18.8
|
|
•
|
$44.1 million
in outstanding commercial letters of credit expiring through
April 2016
, the majority of which may be renewed, primarily to collateralize obligations for environmental remediation and insurance coverage.
|
•
|
$45.5 million
in outstanding surety bonds to primarily satisfy indemnification obligations for environmental remediation coverage.
|
•
|
Up to
$120.0 million
aggregate in guarantees by the Company of Aerojet Rocketdyne’s obligations to U.S. government agencies for environmental remediation activities.
|
•
|
Guarantees, jointly and severally, by the Company’s material domestic subsidiaries of their obligations under the Senior Credit Facility and 7
1
/
8
% Notes.
|
Note 10.
|
Stockholders’ (Deficit) Equity
|
|
|
Year Ended
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
|||||||||||
SARS
|
|
$
|
1.8
|
|
|
$
|
(3.2
|
)
|
|
$
|
9.4
|
|
Restricted stock, service based
|
|
5.6
|
|
|
4.3
|
|
|
2.3
|
|
|||
Restricted stock, performance based
|
|
0.1
|
|
|
4.3
|
|
|
2.1
|
|
|||
Employee stock purchase plan ("ESPP")
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||
Stock options
|
|
0.8
|
|
|
0.3
|
|
|
0.3
|
|
|||
Total stock-based compensation expense
|
|
$
|
8.6
|
|
|
$
|
5.7
|
|
|
$
|
14.1
|
|
|
SARS
(In millions) |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (years) |
|
Aggregate
Intrinsic Value (In millions) |
|||||
Outstanding at November 30, 2014
|
1.3
|
|
|
$
|
10.84
|
|
|
|
|
|
||
Exercised
|
(0.4
|
)
|
|
13.24
|
|
|
|
|
|
|||
Canceled
|
(0.1
|
)
|
|
18.64
|
|
|
|
|
|
|||
Outstanding at November 30, 2015
|
0.8
|
|
|
$
|
8.70
|
|
|
2.1
|
|
$
|
7.4
|
|
Exercisable at November 30, 2015
|
0.8
|
|
|
$
|
8.67
|
|
|
2.1
|
|
$
|
7.3
|
|
|
Service
Based Restricted Stock (In millions) |
|
Weighted
Average Grant Date Fair Value |
|||
Outstanding at November 30, 2014
|
0.7
|
|
|
$
|
13.80
|
|
Granted
|
0.2
|
|
|
20.70
|
|
|
Vested
|
(0.3
|
)
|
|
20.90
|
|
|
Canceled
|
(0.1
|
)
|
|
16.94
|
|
|
Outstanding at November 30, 2015
|
0.5
|
|
|
$
|
18.22
|
|
Expected to vest at November 30, 2015
|
0.4
|
|
|
$
|
18.23
|
|
|
Performance
Based Restricted Stock (In millions) |
|
Weighted
Average Grant Date Fair Value |
|||
Outstanding at November 30, 2014
|
1.2
|
|
|
$
|
14.67
|
|
Granted
|
0.6
|
|
|
21.33
|
|
|
Vested
|
(0.4
|
)
|
|
17.69
|
|
|
Canceled
|
(0.4
|
)
|
|
18.63
|
|
|
Outstanding at November 30, 2015
|
1.0
|
|
|
$
|
18.89
|
|
Expected to vest at November 30, 2015
|
0.4
|
|
|
$
|
19.09
|
|
|
Stock
Options (In millions) |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (years) |
|
Intrinsic
Value (In millions) |
|||||
Outstanding at November 30, 2014
|
0.7
|
|
|
$
|
6.64
|
|
|
|
|
|
||
Granted
|
0.2
|
|
|
23.04
|
|
|
|
|
|
|||
Exercised
|
(0.2
|
)
|
|
4.88
|
|
|
|
|
|
|||
Canceled
|
(0.1
|
)
|
|
22.38
|
|
|
|
|
|
|||
Outstanding at November 30, 2015
|
0.6
|
|
|
$
|
12.29
|
|
|
3.8
|
|
$
|
4.4
|
|
Exercisable at November 30, 2015
|
0.4
|
|
|
$
|
7.50
|
|
|
2.7
|
|
$
|
4.4
|
|
Expected to vest at November 30, 2015
|
0.2
|
|
|
$
|
23.02
|
|
|
6.3
|
|
$
|
—
|
|
|
|
|
|
Outstanding
|
|||||||
Year
Granted |
|
Range of Exercise Prices
|
|
Stock
Options Outstanding (In millions) |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (years) |
|||
2009
|
|
$4.54
|
|
0.1
|
|
|
$
|
4.54
|
|
|
3.6
|
2010
|
|
$4.91 - $7.14
|
|
0.1
|
|
|
$
|
6.13
|
|
|
1.5
|
2011
|
|
$6.01
|
|
0.1
|
|
|
$
|
6.01
|
|
|
2.3
|
2014
|
|
$16.59 - $17.27
|
|
0.1
|
|
|
$
|
17.03
|
|
|
5.3
|
2015
|
|
$20.48 - $23.06
|
|
0.2
|
|
|
$
|
23.02
|
|
|
6.3
|
|
|
|
|
0.6
|
|
|
|
|
|
|
Year Ended
|
||||
|
2015
|
|
2014
|
||
Expected life (in years)
|
7.0
|
|
|
7.0
|
|
Volatility
|
58.06
|
%
|
|
58.92
|
%
|
Risk-free interest rate
|
1.94
|
%
|
|
2.27
|
%
|
|
Year Ended
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Expected life (in years)
|
2.1
|
|
|
2.6
|
|
|
3.6
|
|
Volatility
|
34.00
|
%
|
|
28.00
|
%
|
|
44.3
|
%
|
Risk-free interest rate
|
0.94
|
%
|
|
0.75
|
%
|
|
0.84
|
%
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Net Sales:
|
|
|
|
|
|
||||||
Aerospace and Defense
|
$
|
1,660.0
|
|
|
$
|
1,596.0
|
|
|
$
|
1,372.4
|
|
Real Estate
|
48.3
|
|
|
6.2
|
|
|
5.7
|
|
|||
Total Net Sales
|
$
|
1,708.3
|
|
|
$
|
1,602.2
|
|
|
$
|
1,378.1
|
|
Segment Performance:
|
|
|
|
|
|
||||||
Aerospace and Defense
|
$
|
165.7
|
|
|
$
|
148.6
|
|
|
$
|
138.1
|
|
Environmental remediation provision adjustments
|
(16.6
|
)
|
|
(8.8
|
)
|
|
(4.6
|
)
|
|||
Retirement benefit expense
|
(50.2
|
)
|
|
(25.2
|
)
|
|
(44.2
|
)
|
|||
Unusual items
|
(50.0
|
)
|
|
(0.9
|
)
|
|
(1.6
|
)
|
|||
Aerospace and Defense Total
|
48.9
|
|
|
113.7
|
|
|
87.7
|
|
|||
Real Estate
|
34.4
|
|
|
4.2
|
|
|
3.8
|
|
|||
Total Segment Performance
|
$
|
83.3
|
|
|
$
|
117.9
|
|
|
$
|
91.5
|
|
Reconciliation of segment performance to loss from continuing operations before income taxes:
|
|
|
|
|
|
||||||
Segment performance
|
$
|
83.3
|
|
|
$
|
117.9
|
|
|
$
|
91.5
|
|
Interest expense
|
(50.4
|
)
|
|
(52.7
|
)
|
|
(48.7
|
)
|
|||
Interest income
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|||
Stock-based compensation expense
|
(8.6
|
)
|
|
(5.7
|
)
|
|
(14.1
|
)
|
|||
Corporate retirement benefit expense
|
(17.4
|
)
|
|
(11.3
|
)
|
|
(20.8
|
)
|
|||
Corporate and other
|
(22.1
|
)
|
|
(20.5
|
)
|
|
(20.9
|
)
|
|||
Unusual items
|
(1.9
|
)
|
|
(60.8
|
)
|
|
(22.9
|
)
|
|||
Loss from continuing operations before income taxes
|
$
|
(16.8
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(35.7
|
)
|
Aerospace and Defense
|
$
|
36.8
|
|
|
$
|
43.1
|
|
|
$
|
63.2
|
|
Real Estate
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
—
|
|
|
0.3
|
|
|
—
|
|
|||
Capital Expenditures
|
$
|
36.8
|
|
|
$
|
43.4
|
|
|
$
|
63.2
|
|
Aerospace and Defense
|
$
|
64.4
|
|
|
$
|
63.0
|
|
|
$
|
42.8
|
|
Real Estate
|
0.7
|
|
|
0.7
|
|
|
0.7
|
|
|||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and Amortization
|
$
|
65.1
|
|
|
$
|
63.7
|
|
|
$
|
43.5
|
|
|
As of November 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Assets:
|
|
|
|
||||
Aerospace and Defense (1)
|
$
|
1,580.2
|
|
|
$
|
1,432.1
|
|
Real Estate
|
124.4
|
|
|
120.5
|
|
||
Identifiable assets
|
1,704.6
|
|
|
1,552.6
|
|
||
Corporate
|
330.3
|
|
|
366.0
|
|
||
Total Assets
|
$
|
2,034.9
|
|
|
$
|
1,918.6
|
|
(1)
|
The Aerospace and Defense operating segment had
$158.1 million
of goodwill as of November 30, 2015 and 2014. In addition, as of November 30, 2015 and 2014 intangible assets balances (other than goodwill) were
$108.8 million
and
$122.2 million
, respectively, in the Aerospace and Defense operating segment.
|
|
Severance
|
|
Retention
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
February 28, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrual established
|
12.9
|
|
|
2.7
|
|
|
15.6
|
|
|||
Payments
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||
November 30, 2015
|
$
|
11.1
|
|
|
$
|
2.7
|
|
|
$
|
13.8
|
|
Note 13.
|
Quarterly Financial Data (Unaudited)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
|
As Restated
|
|
As Restated
|
|
As Restated
|
|
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
323.0
|
|
|
$
|
457.8
|
|
|
$
|
441.0
|
|
|
$
|
486.5
|
|
Cost of sales (exclusive of items shown separately on Statement of Operations)
|
285.4
|
|
|
372.7
|
|
|
373.1
|
|
|
428.3
|
|
||||
(Loss) income from continuing operations before income taxes
|
(9.3
|
)
|
|
37.2
|
|
|
(60.2
|
)
|
|
15.5
|
|
||||
(Loss) income from continuing operations
|
(3.5
|
)
|
|
17.3
|
|
|
(38.5
|
)
|
|
7.6
|
|
||||
Income from discontinued operations, net of income taxes
|
0.2
|
|
|
—
|
|
|
0.6
|
|
|
0.1
|
|
||||
Net (loss) income
|
(3.3
|
)
|
|
17.3
|
|
|
(37.9
|
)
|
|
7.7
|
|
||||
Basic (loss) income per share from continuing operations
|
(0.06
|
)
|
|
0.28
|
|
|
(0.62
|
)
|
|
0.12
|
|
||||
Basic income per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Basic net (loss) income per share
|
(0.06
|
)
|
|
0.28
|
|
|
(0.61
|
)
|
|
0.12
|
|
||||
Diluted (loss) income per share from continuing operations
|
(0.06
|
)
|
|
0.25
|
|
|
(0.62
|
)
|
|
0.12
|
|
||||
Diluted income per share from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Diluted net (loss) income per share
|
$
|
(0.06
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.61
|
)
|
|
$
|
0.12
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
2014, As Restated
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
331.6
|
|
|
$
|
406.6
|
|
|
$
|
420.4
|
|
|
$
|
443.6
|
|
Cost of sales (exclusive of items shown separately on Statement of Operations)
|
287.5
|
|
|
369.0
|
|
|
375.8
|
|
|
373.9
|
|
||||
(Loss) income from continuing operations before income taxes
|
(0.2
|
)
|
|
(48.2
|
)
|
|
(11.2
|
)
|
|
26.6
|
|
||||
(Loss) income from continuing operations
|
(2.2
|
)
|
|
(48.4
|
)
|
|
(10.7
|
)
|
|
12.0
|
|
||||
(Loss) income from discontinued operations, net of income taxes
|
—
|
|
|
(0.8
|
)
|
|
0.2
|
|
|
(0.1
|
)
|
||||
Net (loss) income
|
(2.2
|
)
|
|
(49.2
|
)
|
|
(10.5
|
)
|
|
11.9
|
|
||||
Basic (loss) income per share from continuing operations
|
(0.04
|
)
|
|
(0.84
|
)
|
|
(0.19
|
)
|
|
0.20
|
|
||||
Basic loss per share from discontinued operations, net of income taxes
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
||||
Basic net (loss) income per share
|
(0.04
|
)
|
|
(0.85
|
)
|
|
(0.19
|
)
|
|
0.20
|
|
||||
Diluted (loss) income per share from continuing operations
|
(0.04
|
)
|
|
(0.84
|
)
|
|
(0.19
|
)
|
|
0.18
|
|
||||
Diluted loss per share from discontinued operations, net of income taxes
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
||||
Diluted net (loss) income per share
|
$
|
(0.04
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
0.18
|
|
Note 14.
|
Unusual Items
|
|
Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Aerospace and Defense:
|
|
|
|
|
|
||||||
Loss (gain) on legal matters and settlements
|
$
|
50.0
|
|
|
$
|
0.9
|
|
|
$
|
(1.0
|
)
|
Rocketdyne Business acquisition related costs
|
—
|
|
|
—
|
|
|
2.6
|
|
|||
Aerospace and defense unusual items
|
50.0
|
|
|
0.9
|
|
|
1.6
|
|
|||
Corporate:
|
|
|
|
|
|
||||||
Rocketdyne Business acquisition related costs
|
—
|
|
|
—
|
|
|
17.4
|
|
|||
Loss on debt repurchased
|
1.9
|
|
|
60.6
|
|
|
5.0
|
|
|||
Loss on legal settlement
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Loss on bank amendment
|
—
|
|
|
0.2
|
|
|
—
|
|
|||
Corporate unusual items
|
1.9
|
|
|
60.8
|
|
|
22.9
|
|
|||
Total unusual items
|
$
|
51.9
|
|
|
$
|
61.7
|
|
|
$
|
24.5
|
|
Principal amount repurchased
|
$
|
59.6
|
|
Cash repurchase price
|
(119.9
|
)
|
|
Write-off of deferred financing costs
|
(0.3
|
)
|
|
Loss on 4
1
/
16
% Debentures repurchased
|
$
|
(60.6
|
)
|
Principal amount repurchased
|
$
|
5.2
|
|
Cash repurchase price
|
(10.1
|
)
|
|
Write-off of deferred financing costs
|
(0.1
|
)
|
|
Loss on 4
1
/
16
% Debentures repurchased
|
$
|
(5.0
|
)
|
Note 15.
|
Condensed Consolidating Financial Information, (As Restated for fiscal 2014 and 2013)
|
Year ended fiscal 2015
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,667.7
|
|
|
$
|
40.6
|
|
|
$
|
—
|
|
|
$
|
1,708.3
|
|
Cost of sales (exclusive of items shown separately below)
|
—
|
|
|
1,462.6
|
|
|
29.6
|
|
|
(0.6
|
)
|
|
1,491.6
|
|
|||||
Selling, general and administrative
|
23.8
|
|
|
23.4
|
|
|
1.8
|
|
|
—
|
|
|
49.0
|
|
|||||
Depreciation and amortization
|
0.1
|
|
|
64.0
|
|
|
1.0
|
|
|
—
|
|
|
65.1
|
|
|||||
Interest expense
|
48.0
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
50.4
|
|
|||||
Other, net
|
12.4
|
|
|
58.0
|
|
|
(2.0
|
)
|
|
0.6
|
|
|
69.0
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(84.3
|
)
|
|
57.3
|
|
|
10.2
|
|
|
—
|
|
|
(16.8
|
)
|
|||||
Income tax (benefit) provision
|
(31.1
|
)
|
|
27.5
|
|
|
3.9
|
|
|
—
|
|
|
0.3
|
|
|||||
(Loss) income from continuing operations
|
(53.2
|
)
|
|
29.8
|
|
|
6.3
|
|
|
—
|
|
|
(17.1
|
)
|
|||||
Income from discontinued operations
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|||||
(Loss) income before equity income of subsidiaries
|
(52.3
|
)
|
|
29.8
|
|
|
6.3
|
|
|
—
|
|
|
(16.2
|
)
|
|||||
Equity income of subsidiaries
|
36.1
|
|
|
—
|
|
|
—
|
|
|
(36.1
|
)
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(16.2
|
)
|
|
$
|
29.8
|
|
|
$
|
6.3
|
|
|
$
|
(36.1
|
)
|
|
$
|
(16.2
|
)
|
Comprehensive (loss) income
|
$
|
(24.2
|
)
|
|
$
|
21.9
|
|
|
$
|
6.3
|
|
|
$
|
(28.2
|
)
|
|
$
|
(24.2
|
)
|
Year ended fiscal 2014, As Restated
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,575.7
|
|
|
$
|
26.5
|
|
|
$
|
—
|
|
|
$
|
1,602.2
|
|
Cost of sales (exclusive of items shown separately below)
|
—
|
|
|
1,382.8
|
|
|
23.9
|
|
|
(0.5
|
)
|
|
1,406.2
|
|
|||||
Selling, general and administrative
|
12.8
|
|
|
23.8
|
|
|
1.6
|
|
|
—
|
|
|
38.2
|
|
|||||
Depreciation and amortization
|
0.1
|
|
|
62.5
|
|
|
1.1
|
|
|
—
|
|
|
63.7
|
|
|||||
Interest expense
|
50.1
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
52.7
|
|
|||||
Other, net
|
59.1
|
|
|
18.5
|
|
|
(3.7
|
)
|
|
0.5
|
|
|
74.4
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(122.1
|
)
|
|
85.5
|
|
|
3.6
|
|
|
—
|
|
|
(33.0
|
)
|
|||||
Income tax (benefit) provision
|
(8.3
|
)
|
|
22.9
|
|
|
1.7
|
|
|
—
|
|
|
16.3
|
|
|||||
(Loss) income from continuing operations
|
(113.8
|
)
|
|
62.6
|
|
|
1.9
|
|
|
—
|
|
|
(49.3
|
)
|
|||||
Loss from discontinued operations
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
(Loss) income before equity income of subsidiaries
|
(114.5
|
)
|
|
62.6
|
|
|
1.9
|
|
|
—
|
|
|
(50.0
|
)
|
|||||
Equity income of subsidiaries
|
64.5
|
|
|
—
|
|
|
—
|
|
|
(64.5
|
)
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(50.0
|
)
|
|
$
|
62.6
|
|
|
$
|
1.9
|
|
|
$
|
(64.5
|
)
|
|
$
|
(50.0
|
)
|
Comprehensive (loss) income
|
$
|
(155.4
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
1.9
|
|
|
$
|
23.1
|
|
|
$
|
(155.4
|
)
|
Year ended fiscal 2014, As Reported
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,570.9
|
|
|
$
|
26.5
|
|
|
$
|
—
|
|
|
$
|
1,597.4
|
|
Cost of sales (exclusive of items shown separately below)
|
—
|
|
|
1,384.7
|
|
|
23.9
|
|
|
(0.5
|
)
|
|
1,408.1
|
|
|||||
Selling, general and administrative
|
12.6
|
|
|
23.7
|
|
|
1.6
|
|
|
—
|
|
|
37.9
|
|
|||||
Depreciation and amortization
|
0.1
|
|
|
62.5
|
|
|
1.1
|
|
|
—
|
|
|
63.7
|
|
|||||
Interest expense
|
50.1
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
52.7
|
|
|||||
Other, net
|
59.1
|
|
|
18.5
|
|
|
(3.7
|
)
|
|
0.5
|
|
|
74.4
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(121.9
|
)
|
|
78.9
|
|
|
3.6
|
|
|
—
|
|
|
(39.4
|
)
|
|||||
Income tax (benefit) provision
|
(8.4
|
)
|
|
19.6
|
|
|
1.7
|
|
|
—
|
|
|
12.9
|
|
|||||
(Loss) income from continuing operations
|
(113.5
|
)
|
|
59.3
|
|
|
1.9
|
|
|
—
|
|
|
(52.3
|
)
|
|||||
Loss from discontinued operations
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
(Loss) income before equity income of subsidiaries
|
(114.2
|
)
|
|
59.3
|
|
|
1.9
|
|
|
—
|
|
|
(53.0
|
)
|
|||||
Equity income of subsidiaries
|
61.2
|
|
|
—
|
|
|
—
|
|
|
(61.2
|
)
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(53.0
|
)
|
|
$
|
59.3
|
|
|
$
|
1.9
|
|
|
$
|
(61.2
|
)
|
|
$
|
(53.0
|
)
|
Comprehensive (loss) income
|
$
|
(164.8
|
)
|
|
$
|
(33.3
|
)
|
|
$
|
1.9
|
|
|
$
|
31.4
|
|
|
$
|
(164.8
|
)
|
Year ended fiscal 2013, As Restated
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,349.7
|
|
|
$
|
28.4
|
|
|
$
|
—
|
|
|
$
|
1,378.1
|
|
Cost of sales (exclusive of items shown separately below)
|
—
|
|
|
1,211.0
|
|
|
23.9
|
|
|
(0.6
|
)
|
|
1,234.3
|
|
|||||
Selling, general and administrative
|
31.1
|
|
|
21.2
|
|
|
1.3
|
|
|
—
|
|
|
53.6
|
|
|||||
Depreciation and amortization
|
0.1
|
|
|
42.3
|
|
|
1.1
|
|
|
—
|
|
|
43.5
|
|
|||||
Interest expense
|
46.2
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
48.7
|
|
|||||
Other, net
|
32.8
|
|
|
2.9
|
|
|
(2.6
|
)
|
|
0.6
|
|
|
33.7
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(110.2
|
)
|
|
69.8
|
|
|
4.7
|
|
|
—
|
|
|
(35.7
|
)
|
|||||
Income tax benefit
|
(81.8
|
)
|
|
(106.3
|
)
|
|
(10.3
|
)
|
|
—
|
|
|
(198.4
|
)
|
|||||
(Loss) income from continuing operations
|
(28.4
|
)
|
|
176.1
|
|
|
15.0
|
|
|
—
|
|
|
162.7
|
|
|||||
Income from discontinued operations
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
(Loss) income before equity income of subsidiaries
|
(28.2
|
)
|
|
176.1
|
|
|
15.0
|
|
|
—
|
|
|
162.9
|
|
|||||
Equity income of subsidiaries
|
191.1
|
|
|
—
|
|
|
—
|
|
|
(191.1
|
)
|
|
—
|
|
|||||
Net income
|
$
|
162.9
|
|
|
$
|
176.1
|
|
|
$
|
15.0
|
|
|
$
|
(191.1
|
)
|
|
$
|
162.9
|
|
Comprehensive income
|
$
|
420.9
|
|
|
$
|
366.1
|
|
|
$
|
15.0
|
|
|
$
|
(381.1
|
)
|
|
$
|
420.9
|
|
Year ended fiscal 2013, As Reported
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,354.7
|
|
|
$
|
28.4
|
|
|
$
|
—
|
|
|
$
|
1,383.1
|
|
Cost of sales (exclusive of items shown separately below)
|
—
|
|
|
1,206.3
|
|
|
23.9
|
|
|
(0.6
|
)
|
|
1,229.6
|
|
|||||
Selling, general and administrative
|
31.1
|
|
|
21.2
|
|
|
1.3
|
|
|
—
|
|
|
53.6
|
|
|||||
Depreciation and amortization
|
0.1
|
|
|
42.6
|
|
|
1.1
|
|
|
—
|
|
|
43.8
|
|
|||||
Interest expense
|
46.2
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
48.7
|
|
|||||
Other, net
|
32.8
|
|
|
2.8
|
|
|
(2.6
|
)
|
|
0.6
|
|
|
33.6
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(110.2
|
)
|
|
79.3
|
|
|
4.7
|
|
|
—
|
|
|
(26.2
|
)
|
|||||
Income tax benefit
|
(81.8
|
)
|
|
(101.8
|
)
|
|
(10.3
|
)
|
|
—
|
|
|
(193.9
|
)
|
|||||
(Loss) income from continuing operations
|
(28.4
|
)
|
|
181.1
|
|
|
15.0
|
|
|
—
|
|
|
167.7
|
|
|||||
Income from discontinued operations
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
(Loss) income before equity income of subsidiaries
|
(28.2
|
)
|
|
181.1
|
|
|
15.0
|
|
|
—
|
|
|
167.9
|
|
|||||
Equity income of subsidiaries
|
196.1
|
|
|
—
|
|
|
—
|
|
|
(196.1
|
)
|
|
—
|
|
|||||
Net income
|
$
|
167.9
|
|
|
$
|
181.1
|
|
|
$
|
15.0
|
|
|
$
|
(196.1
|
)
|
|
$
|
167.9
|
|
Comprehensive income
|
$
|
431.8
|
|
|
$
|
375.7
|
|
|
$
|
15.0
|
|
|
$
|
(390.7
|
)
|
|
$
|
431.8
|
|
November 30, 2015
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
221.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(10.8
|
)
|
|
$
|
211.1
|
|
Accounts receivable
|
—
|
|
|
167.4
|
|
|
4.1
|
|
|
—
|
|
|
171.5
|
|
|||||
Inventories
|
—
|
|
|
150.8
|
|
|
6.7
|
|
|
—
|
|
|
157.5
|
|
|||||
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs
|
—
|
|
|
30.0
|
|
|
—
|
|
|
—
|
|
|
30.0
|
|
|||||
Other current assets, net
|
3.1
|
|
|
57.5
|
|
|
0.9
|
|
|
—
|
|
|
61.5
|
|
|||||
Income taxes
|
44.2
|
|
|
0.3
|
|
|
—
|
|
|
(41.6
|
)
|
|
2.9
|
|
|||||
Deferred income taxes
|
6.5
|
|
|
20.4
|
|
|
1.2
|
|
|
—
|
|
|
28.1
|
|
|||||
Total current assets
|
275.7
|
|
|
426.4
|
|
|
12.9
|
|
|
(52.4
|
)
|
|
662.6
|
|
|||||
Property, plant and equipment, net
|
4.7
|
|
|
355.3
|
|
|
5.8
|
|
|
—
|
|
|
365.8
|
|
|||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
0.7
|
|
|
209.7
|
|
|
—
|
|
|
—
|
|
|
210.4
|
|
|||||
Deferred income taxes
|
66.2
|
|
|
203.4
|
|
|
17.1
|
|
|
—
|
|
|
286.7
|
|
|||||
Goodwill
|
—
|
|
|
158.1
|
|
|
—
|
|
|
—
|
|
|
158.1
|
|
|||||
Intercompany receivable
|
—
|
|
|
192.9
|
|
|
34.5
|
|
|
(227.4
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
543.2
|
|
|
—
|
|
|
—
|
|
|
(543.2
|
)
|
|
—
|
|
|||||
Other noncurrent assets and intangibles, net
|
31.4
|
|
|
258.6
|
|
|
61.3
|
|
|
—
|
|
|
351.3
|
|
|||||
Total assets
|
$
|
921.9
|
|
|
$
|
1,804.4
|
|
|
$
|
131.6
|
|
|
$
|
(823.0
|
)
|
|
$
|
2,034.9
|
|
Short-term borrowings and current portion of long-term debt
|
$
|
5.0
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
Accounts payable
|
1.0
|
|
|
112.9
|
|
|
2.1
|
|
|
(10.8
|
)
|
|
105.2
|
|
|||||
Reserves for environmental remediation costs
|
0.7
|
|
|
31.9
|
|
|
—
|
|
|
—
|
|
|
32.6
|
|
|||||
Postretirement medical and life insurance benefits
|
4.6
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||
Other current liabilities and advance payments on contracts
|
26.8
|
|
|
413.4
|
|
|
6.4
|
|
|
(41.6
|
)
|
|
405.0
|
|
|||||
Total current liabilities
|
38.1
|
|
|
559.9
|
|
|
8.5
|
|
|
(52.4
|
)
|
|
554.1
|
|
|||||
Long-term debt
|
646.6
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
646.7
|
|
|||||
Reserves for environmental remediation costs
|
4.5
|
|
|
269.0
|
|
|
—
|
|
|
—
|
|
|
273.5
|
|
|||||
Pension benefits
|
98.8
|
|
|
467.4
|
|
|
—
|
|
|
—
|
|
|
566.2
|
|
|||||
Intercompany payable
|
227.4
|
|
|
—
|
|
|
—
|
|
|
(227.4
|
)
|
|
—
|
|
|||||
Postretirement medical and life insurance benefits
|
32.9
|
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|
45.5
|
|
|||||
Other noncurrent liabilities
|
19.1
|
|
|
62.6
|
|
|
12.7
|
|
|
—
|
|
|
94.4
|
|
|||||
Total liabilities
|
1,067.4
|
|
|
1,371.6
|
|
|
21.2
|
|
|
(279.8
|
)
|
|
2,180.4
|
|
|||||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable common stock
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|||||
Total stockholders’ (deficit) equity
|
(146.4
|
)
|
|
432.8
|
|
|
110.4
|
|
|
(543.2
|
)
|
|
(146.4
|
)
|
|||||
Total liabilities, redeemable common stock, and stockholders’ (deficit) equity
|
$
|
921.9
|
|
|
$
|
1,804.4
|
|
|
$
|
131.6
|
|
|
$
|
(823.0
|
)
|
|
$
|
2,034.9
|
|
November 30, 2014, As Restated
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
271.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5.7
|
)
|
|
$
|
265.9
|
|
Accounts receivable
|
—
|
|
|
168.0
|
|
|
2.5
|
|
|
—
|
|
|
170.5
|
|
|||||
Inventories
|
—
|
|
|
132.6
|
|
|
5.4
|
|
|
—
|
|
|
138.0
|
|
|||||
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs
|
0.1
|
|
|
25.3
|
|
|
—
|
|
|
—
|
|
|
25.4
|
|
|||||
Other current assets, net
|
3.5
|
|
|
34.3
|
|
|
0.8
|
|
|
—
|
|
|
38.6
|
|
|||||
Income taxes
|
31.0
|
|
|
1.8
|
|
|
—
|
|
|
(30.7
|
)
|
|
2.1
|
|
|||||
Deferred income taxes
|
5.6
|
|
|
13.4
|
|
|
0.9
|
|
|
—
|
|
|
19.9
|
|
|||||
Total current assets
|
311.8
|
|
|
375.4
|
|
|
9.6
|
|
|
(36.4
|
)
|
|
660.4
|
|
|||||
Property, plant and equipment, net
|
4.7
|
|
|
355.9
|
|
|
5.9
|
|
|
—
|
|
|
366.5
|
|
|||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
0.7
|
|
|
86.5
|
|
|
—
|
|
|
—
|
|
|
87.2
|
|
|||||
Deferred income taxes
|
57.4
|
|
|
186.1
|
|
|
17.9
|
|
|
—
|
|
|
261.4
|
|
|||||
Goodwill
|
—
|
|
|
158.1
|
|
|
—
|
|
|
—
|
|
|
158.1
|
|
|||||
Intercompany receivable
|
—
|
|
|
97.7
|
|
|
29.2
|
|
|
(126.9
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
500.2
|
|
|
—
|
|
|
—
|
|
|
(500.2
|
)
|
|
—
|
|
|||||
Other noncurrent assets and intangibles, net
|
28.1
|
|
|
300.9
|
|
|
56.0
|
|
|
—
|
|
|
385.0
|
|
|||||
Total assets
|
$
|
902.9
|
|
|
$
|
1,560.6
|
|
|
$
|
118.6
|
|
|
$
|
(663.5
|
)
|
|
$
|
1,918.6
|
|
Short-term borrowings and current portion of long-term debt
|
$
|
5.0
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
Accounts payable
|
1.5
|
|
|
103.6
|
|
|
4.6
|
|
|
(5.7
|
)
|
|
104.0
|
|
|||||
Reserves for environmental remediation costs
|
1.0
|
|
|
30.9
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
|||||
Other current liabilities and advance payments on contracts
|
32.1
|
|
|
413.9
|
|
|
3.5
|
|
|
(30.7
|
)
|
|
418.8
|
|
|||||
Postretirement medical and life insurance benefits
|
5.0
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|||||
Total current liabilities
|
44.6
|
|
|
550.1
|
|
|
8.1
|
|
|
(36.4
|
)
|
|
566.4
|
|
|||||
Long-term debt
|
776.6
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
776.9
|
|
|||||
Reserves for environmental remediation costs
|
4.8
|
|
|
129.3
|
|
|
—
|
|
|
—
|
|
|
134.1
|
|
|||||
Pension benefits
|
67.0
|
|
|
415.8
|
|
|
—
|
|
|
—
|
|
|
482.8
|
|
|||||
Intercompany payable
|
126.9
|
|
|
—
|
|
|
—
|
|
|
(126.9
|
)
|
|
—
|
|
|||||
Postretirement medical and life insurance benefits
|
37.7
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
51.7
|
|
|||||
Other noncurrent liabilities
|
19.2
|
|
|
49.8
|
|
|
11.6
|
|
|
—
|
|
|
80.6
|
|
|||||
Total liabilities
|
1,076.8
|
|
|
1,159.3
|
|
|
19.7
|
|
|
(163.3
|
)
|
|
2,092.5
|
|
|||||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable common stock
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||
Total stockholders’ (deficit) equity
|
(175.5
|
)
|
|
401.3
|
|
|
98.9
|
|
|
(500.2
|
)
|
|
(175.5
|
)
|
|||||
Total liabilities, redeemable common stock, and stockholders’ (deficit) equity
|
$
|
902.9
|
|
|
$
|
1,560.6
|
|
|
$
|
118.6
|
|
|
$
|
(663.5
|
)
|
|
$
|
1,918.6
|
|
November 30, 2014, As Reported
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
271.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5.7
|
)
|
|
$
|
265.9
|
|
Accounts receivable
|
—
|
|
|
170.4
|
|
|
2.5
|
|
|
—
|
|
|
172.9
|
|
|||||
Inventories
|
—
|
|
|
133.6
|
|
|
5.4
|
|
|
—
|
|
|
139.0
|
|
|||||
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs
|
0.1
|
|
|
25.3
|
|
|
—
|
|
|
—
|
|
|
25.4
|
|
|||||
Other current assets, net
|
3.5
|
|
|
31.6
|
|
|
0.8
|
|
|
—
|
|
|
35.9
|
|
|||||
Income taxes
|
31.0
|
|
|
1.8
|
|
|
—
|
|
|
(30.7
|
)
|
|
2.1
|
|
|||||
Deferred income taxes
|
5.6
|
|
|
18.8
|
|
|
0.9
|
|
|
—
|
|
|
25.3
|
|
|||||
Total current assets
|
311.8
|
|
|
381.5
|
|
|
9.6
|
|
|
(36.4
|
)
|
|
666.5
|
|
|||||
Property, plant and equipment, net
|
4.7
|
|
|
356.9
|
|
|
5.9
|
|
|
—
|
|
|
367.5
|
|
|||||
Recoverable from the U.S. government and other third parties for environmental remediation costs
|
0.7
|
|
|
80.5
|
|
|
—
|
|
|
—
|
|
|
81.2
|
|
|||||
Deferred income taxes
|
57.7
|
|
|
183.4
|
|
|
17.9
|
|
|
—
|
|
|
259.0
|
|
|||||
Goodwill
|
—
|
|
|
164.4
|
|
|
—
|
|
|
—
|
|
|
164.4
|
|
|||||
Intercompany receivable
|
—
|
|
|
97.7
|
|
|
29.2
|
|
|
(126.9
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
503.0
|
|
|
—
|
|
|
—
|
|
|
(503.0
|
)
|
|
—
|
|
|||||
Other noncurrent assets and intangibles, net
|
28.1
|
|
|
298.9
|
|
|
56.0
|
|
|
—
|
|
|
383.0
|
|
|||||
Total assets
|
$
|
906.0
|
|
|
$
|
1,563.3
|
|
|
$
|
118.6
|
|
|
$
|
(666.3
|
)
|
|
$
|
1,921.6
|
|
Short-term borrowings and current portion of long-term debt
|
$
|
5.0
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
Accounts payable
|
1.5
|
|
|
103.1
|
|
|
4.6
|
|
|
(5.7
|
)
|
|
103.5
|
|
|||||
Reserves for environmental remediation costs
|
1.0
|
|
|
30.9
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
|||||
Other current liabilities and advance payments on contracts
|
31.5
|
|
|
415.9
|
|
|
3.5
|
|
|
(30.7
|
)
|
|
420.2
|
|
|||||
Postretirement medical and life insurance benefits
|
5.0
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|||||
Total current liabilities
|
44.0
|
|
|
551.6
|
|
|
8.1
|
|
|
(36.4
|
)
|
|
567.3
|
|
|||||
Long-term debt
|
776.6
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
776.9
|
|
|||||
Reserves for environmental remediation costs
|
4.8
|
|
|
129.3
|
|
|
—
|
|
|
—
|
|
|
134.1
|
|
|||||
Pension benefits
|
67.0
|
|
|
415.8
|
|
|
—
|
|
|
—
|
|
|
482.8
|
|
|||||
Intercompany payable
|
126.9
|
|
|
—
|
|
|
—
|
|
|
(126.9
|
)
|
|
—
|
|
|||||
Postretirement medical and life insurance benefits
|
37.7
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
51.7
|
|
|||||
Other noncurrent liabilities
|
19.9
|
|
|
48.2
|
|
|
11.6
|
|
|
—
|
|
|
79.7
|
|
|||||
Total liabilities
|
1,076.9
|
|
|
1,159.2
|
|
|
19.7
|
|
|
(163.3
|
)
|
|
2,092.5
|
|
|||||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable common stock
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||
Total stockholders’ (deficit) equity
|
(172.5
|
)
|
|
404.1
|
|
|
98.9
|
|
|
(503.0
|
)
|
|
(172.5
|
)
|
|||||
Total liabilities, redeemable common stock, and stockholders’ (deficit) equity
|
$
|
906.0
|
|
|
$
|
1,563.3
|
|
|
$
|
118.6
|
|
|
$
|
(666.3
|
)
|
|
$
|
1,921.6
|
|
Year ended fiscal 2015
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(66.3
|
)
|
|
$
|
130.2
|
|
|
$
|
6.3
|
|
|
$
|
(5.1
|
)
|
|
$
|
65.1
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(35.8
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(36.8
|
)
|
|||||
Other investing
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(34.8
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(35.8
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repayments / repurchases
|
(81.0
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(81.2
|
)
|
|||||
Net transfers from (to) parent
|
100.5
|
|
|
(95.2
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|||||
Net cash provided by (used in) financing activities
|
16.6
|
|
|
(95.4
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
(84.1
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(49.7
|
)
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|
(54.8
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
271.6
|
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
265.9
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
221.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(10.8
|
)
|
|
$
|
211.1
|
|
Year ended fiscal 2014, As Restated
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(35.2
|
)
|
|
$
|
194.0
|
|
|
$
|
(2.5
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
150.6
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.1
|
)
|
|
(42.8
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(43.4
|
)
|
|||||
Other investing activities
|
0.2
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|||||
Net cash provided by (used in) investing activities
|
0.1
|
|
|
(35.3
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(35.7
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repayments / repurchases
|
(166.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(166.3
|
)
|
|||||
Proceeds from issuance of debt
|
189.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189.0
|
|
|||||
Debt issuance costs
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|||||
Net transfers from (to) parent
|
160.4
|
|
|
(163.4
|
)
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
(65.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65.1
|
)
|
|||||
Net cash provided by (used in) financing activities
|
114.0
|
|
|
(163.6
|
)
|
|
3.0
|
|
|
—
|
|
|
(46.6
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
78.9
|
|
|
(4.9
|
)
|
|
—
|
|
|
(5.7
|
)
|
|
68.3
|
|
|||||
Cash and cash equivalents at beginning of year
|
192.7
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
197.6
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
271.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5.7
|
)
|
|
$
|
265.9
|
|
Year ended fiscal 2014, As Reported
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(35.4
|
)
|
|
$
|
194.0
|
|
|
$
|
(2.5
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
150.4
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.1
|
)
|
|
(42.8
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(43.4
|
)
|
|||||
Other investing activities
|
0.2
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|||||
Net cash provided by (used in) investing activities
|
0.1
|
|
|
(35.3
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(35.7
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repayments / repurchases
|
(166.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(166.3
|
)
|
|||||
Proceeds from issuance of debt
|
189.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189.0
|
|
|||||
Debt issuance costs
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|||||
Net transfers from (to) parent
|
160.4
|
|
|
(163.4
|
)
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
(64.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64.9
|
)
|
|||||
Net cash provided by (used in) financing activities
|
114.2
|
|
|
(163.6
|
)
|
|
3.0
|
|
|
—
|
|
|
(46.4
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
78.9
|
|
|
(4.9
|
)
|
|
—
|
|
|
(5.7
|
)
|
|
68.3
|
|
|||||
Cash and cash equivalents at beginning of year
|
192.7
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
197.6
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
271.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5.7
|
)
|
|
$
|
265.9
|
|
Year ended fiscal 2013, As Restated
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(40.4
|
)
|
|
$
|
105.1
|
|
|
$
|
2.4
|
|
|
$
|
10.3
|
|
|
$
|
77.4
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(62.5
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(63.2
|
)
|
|||||
Other investing
|
—
|
|
|
(411.7
|
)
|
|
—
|
|
|
—
|
|
|
(411.7
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
(474.2
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(474.9
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repayments / repurchases
|
(12.6
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|||||
Proceeds from issuance of debt
|
460.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460.0
|
|
|||||
Debt issuance costs
|
(14.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.9
|
)
|
|||||
Net transfers (to) from parent
|
(372.5
|
)
|
|
374.2
|
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Net cash provided by financing activities
|
60.7
|
|
|
374.0
|
|
|
(1.7
|
)
|
|
—
|
|
|
433.0
|
|
|||||
Net increase in cash and cash equivalents
|
20.3
|
|
|
4.9
|
|
|
—
|
|
|
10.3
|
|
|
35.5
|
|
|||||
Cash and cash equivalents at beginning of year
|
172.4
|
|
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
162.1
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
192.7
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
197.6
|
|
Year ended fiscal 2013, As Reported
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(40.2
|
)
|
|
$
|
105.1
|
|
|
$
|
2.4
|
|
|
$
|
10.3
|
|
|
$
|
77.6
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(62.5
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(63.2
|
)
|
|||||
Other investing
|
—
|
|
|
(411.7
|
)
|
|
—
|
|
|
—
|
|
|
(411.7
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
(474.2
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(474.9
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repayments / repurchases
|
(12.6
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|||||
Proceeds from issuance of debt
|
460.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460.0
|
|
|||||
Debt issuance costs
|
(14.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.9
|
)
|
|||||
Net transfers (to) from parent
|
(372.5
|
)
|
|
374.2
|
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Net cash provided by financing activities
|
60.5
|
|
|
374.0
|
|
|
(1.7
|
)
|
|
—
|
|
|
432.8
|
|
|||||
Net increase in cash and cash equivalents
|
20.3
|
|
|
4.9
|
|
|
—
|
|
|
10.3
|
|
|
35.5
|
|
|||||
Cash and cash equivalents at beginning of year
|
172.4
|
|
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
162.1
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
192.7
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
197.6
|
|
Note 16.
|
Subsequent Event
|
Item 9A.
|
Controls and Procedures
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
•
|
We did not adequately design controls related to purchase accounting considerations for long-term customer contracts acquired as part of a business combination. Specifically, we did not have appropriate controls in place to (i) ensure that the estimate of the acquired contracts’ percentage of completion used to recognize revenue was based on our estimate of remaining effort on such contracts at the acquisition date instead of the inception date of the contract; (ii) identify changes to the results of the fair value assessment of acquired customer contracts performed by the Company’s third party valuation expert during the measurement period following the close of the transaction; and (iii) evaluate the long-term contract accounting policies of the acquired business to determine the impact on the fair value of acquired contracts.
|
•
|
We did not maintain effective controls over the integration of the Company’s accounting policies, practices and controls applicable to the acquired Rocketdyne Business, including those over the segmentation criteria applicable to long-term contracts. Specifically, we did not provide oversight to, or fully evaluate the results of an accounting conclusion reached by Rocketdyne management regarding significant customer contract amendments.
|
•
|
Ensure the percent complete on all acquired long-term customer contracts is reset to zero upon acquisition;
|
•
|
Verify that all acquired long-term customer contracts are appropriately evaluated for necessary fair value adjustments during the measurement period following the close of the transaction; and
|
•
|
Assess acquiree accounting policies and evaluate the impact of those policies on the fair value of acquired long-term customer contracts upon acquisition.
|
•
|
We did not maintain effective controls over information and communications between the Aerojet Rocketdyne parent, the Rocketdyne Business and other third parties performing services for the Company under Transition Service Agreements (“TSA”) associated with the acquisition of the Rocketdyne Business; and
|
•
|
We did not maintain effective controls over the timely capitalization and depreciation of assets placed into service at the acquired Rocketdyne Business.
|
•
|
Effective January 1, 2015, we transitioned our Rocketdyne Business from a third party hosted ERP system and third party TSAs to our Oracle ERP system and internal shared services business processes and controls.
|
•
|
Assessed the organizational structure of our accounting and finance function and reassigned certain personnel to ensure appropriate oversight maintained across the organization.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
|
||||
|
|
(In millions, except per share amounts)
|
||||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by stockholders
|
|
|
|
|
|
|
||||
Stock options
|
|
629,376
|
|
|
$
|
12.29
|
|
|
|
|
Restricted shares (3)
|
|
—
|
|
|
|
|
|
|
|
|
Total
|
|
629,376
|
|
|
$
|
12.29
|
|
|
3,673,529
|
|
Equity compensation plans not approved by stockholders (4)
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
Total
|
|
629,376
|
|
|
$
|
12.29
|
|
|
3,673,529
|
|
(1)
|
As of November 30,
2015
, there are no more shares available to be issued under any type of incentive award under the 1999 Equity and Performance Incentive Plan. The maximum number of shares available for issuance to participants under the 2009 Equity and Performance Incentive Plan is 7,450,000 shares, all of which may be awarded as incentive stock options. Subject to the total shares available to be issued under the plan, the following specific limits apply: (A) no more than 300,000 shares may be issued to nonemployee directors and no nonemployee director may receive more than 150,000 shares in any fiscal year; (B) no more than 200,000 shares subject to stock options, including incentive stock options, may be granted to any participant in any fiscal year; (C) no more than 200,000 shares subject to stock appreciation rights may be granted to any participant in any fiscal year; (D) no more than 200,000 shares may be granted to any participant in any fiscal year pursuant to an award of restricted stock or restricted stock units; (E) no more than 200,000 shares may be granted to any participant in any fiscal year pursuant to an award of performance shares or performance units; and (F) no more than 100,000 shares may be granted to any participant in any fiscal year pursuant to a stock-based award other than described above.
|
(2)
|
As of November 30,
2015
, 1,456,431 shares had been granted as restricted shares that had not yet vested.
|
(3)
|
The Company also maintains the Aerojet Rocketdyne Holdings, Inc. and Participating Subsidiaries Deferred Bonus Plan. This plan allows participating employees to defer a portion of their compensation for future distribution. All or a portion of such deferrals made prior to November 30, 2009 could be allocated to an account based on the Company’s common stock and does permit limited distributions in the form of Company common shares. However, distributions in the form of common shares are permitted only at the election of the Organization & Compensation Committee of the Board of Directors and, according to the terms of the plan, individuals serving as officers or directors of the Company are not permitted to receive distributions in the form of Company common shares until at least six months after such individual ceases to be an officer or director of the Company. The table does not include information about this plan because no options, warrants or rights are available under this plan and no specific number of shares is set aside under this plan as available for future issuance. Based upon the price of Company common shares on November 30,
2015
, the maximum number of shares that could be distributed to employees not subject to the restrictions on officers and directors (if
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)
|
The following documents are filed as part of this report:
|
(1)
|
FINANCIAL STATEMENTS
|
|
Page
Number
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations for each of the three years in the period ended November 30, 2015
|
|
Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended November 30, 2015
|
|
Consolidated Balance Sheets as of November 30, 2015 and 2014
|
|
Consolidated Statements of Stockholders’ (Deficit) Equity for each of the three years in the period ended November 30, 2015
|
|
Consolidated Statements of Cash Flows for each of the three years in the period ended November 30, 2015
|
|
Notes to Consolidated Financial Statements
|
(b)
|
EXHIBITS
|
Table
Item No. |
Exhibit Description
|
2.1
|
Stock and Asset Purchase Agreement, dated July 22, 2012, by and between United Technologies Corporation and GenCorp Inc. was filed as Exhibit 2.1 to GenCorp Inc.’s Current Report on Form 8-K dated July 26, 2012 (File No. 1-01520) and incorporated herein by reference.**
|
2.2
|
Amendment No. 1 to the Stock and Asset Purchase Agreement, dated as of October 16, 2012, by and between GenCorp Inc. and United Technologies Corporation was filed as Exhibit 2.1 to GenCorp Inc.’s Current Report on Form 8-K dated October 22, 2012 (File No. 1-01520) and incorporated herein by reference.**
|
2.3
|
Amended and Restated Stock and Asset Purchase Agreement, dated as of June 12, 2013, by and between United Technologies Corporation and GenCorp Inc. was filed as Exhibit 2.1 to GenCorp Inc.’s Current Report on Form 8-K dated June 14, 2013 (File No. 1-01520), and is incorporated herein by reference.**
|
2.4
|
Plan of Conversion, dated April 11, 2014 was filed as Exhibit 2.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
3.1
|
Certificate of Conversion, as filed with the Secretary of State of the State of Ohio on April 11, 2014 was filed as Exhibit 3.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
3.2
|
Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on April 11, 2014 was filed as Exhibit 3.2 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
3.3*
|
Certificate of Incorporation, as of April 11, 2014, as amended on April 27, 2015.
|
3.4
|
Bylaws, effective April 11, 2014 was filed as Exhibit 3.4 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
4.1
|
Indenture, dated as of November 23, 2004, between GenCorp Inc. and The Bank of New York Trust Company, N.A., as trustee relating to GenCorp Inc.’s 2 1 / 4 % Convertible Subordinated Debentures due 2024 was filed as Exhibit 4.01 to GenCorp Inc.’s Current Report on Form 8-K dated November 23, 2004 (File No. 1-01520), as amended, and incorporated herein by reference.
|
4.2
|
Registration Rights Agreement, dated as of November 23, 2004, by and between GenCorp Inc. and Wachovia Capital Markets, LLC, as representative for the several initial purchasers of the 2 1 / 4 % Convertible Subordinated Debentures due 2024 was filed as Exhibit 4.14 to GenCorp Inc.’s Form S-3 Registration Statement dated January 11, 2005 (File No. 333-121948) and incorporated herein by reference.
|
4.3
|
Form of 2 1 / 4 % Convertible Subordinated Debenture was filed as Exhibit 4.02 to GenCorp Inc.’s Current Report on Form 8-K dated November 23, 2004 (File No. 1-01520), as amended, and incorporated herein by reference.
|
4.4
|
GenCorp Retirement Savings Plan was filed as Exhibit 4.1 to GenCorp Inc.’s Registration Statement on Form S-8 filed on June 30, 2008 (File No. 333-0152032) and incorporated herein by reference.
|
4.5
|
Indenture, dated as of December 21, 2009, between GenCorp Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to GenCorp’s 4.0625% Convertible Subordinated Debentures due 2039 was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K filed on December 21, 2009 (File 1-01520) and is incorporated herein by reference.
|
4.6
|
Form of 4.0625% Convertible Subordinated Debenture due 2039 was filed as Exhibit 4.2 to GenCorp Inc.’s Current Report on Form 8-K dated December 21, 2009 (File No. 1-01520), as amended, and incorporated herein by reference.
|
4.7
|
Third Supplemental Indenture dated as of November 24, 2009, by and among GenCorp Inc., Easton Development Company, LLC, and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. and successor to The Bank of New York), to the Indenture dated as of August 11, 2003, as amended, between GenCorp Inc. as Issuer, the Guarantors party thereto as Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K filed on November 30, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
4.8
|
GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 4.1 to GenCorp Inc.’s Form S-8 Registration Statement dated March 28, 2012 (File No. 333-180400), and is incorporated herein by reference.
|
4.9
|
Indenture for the Senior Secured Notes, dated as of January 28, 2013, between UR Financing Escrow Corporation, and U.S. Bank National Association, as Trustee was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K filed on February 1, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
4.10
|
First Supplemental Indenture to the Senior Secured Notes, dated as of June 14, 2013, among GenCorp Inc., Aerojet Rocketdyne of DE, Inc., Arde, Inc. and Arde-Barinco, Inc., and U.S. Bank National Association, as Trustee was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K dated June 14, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
4.11
|
Registration Rights Agreement, dated as of January 28, 2013, among GenCorp Inc. and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, and SunTrust Robinson Humphrey, Inc., as representatives of the purchasers named therein was filed as Exhibit 10.2 of GenCorp Inc.’s Current Report on Form 8-K filed on February 1, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
4.12
|
Joinder to the Registration Rights Agreement dated as of June 14, 2013 among GenCorp Inc., Aerojet Rocketdyne of DE, Inc., Arde, Inc. and Arde-Barinco, Inc. was filed as Exhibit 10.5 to GenCorp Inc.’s Current Report on Form 8-K filed on June 14, 2013, and is incorporated herein by reference.
|
4.13
|
Intercreditor Agreement, dated as of June 14, 2013, among Wells Fargo, National Association as credit agreement agent and U.S. Bank National Association as trustee under the indenture and U.S. Bank National Association as second lien collateral agent, acknowledged by GenCorp and the subsidiary guarantors was filed as Exhibit 10.3 to GenCorp Inc.’s Current Report on Form 8-K filed on June 14, 2013, and is incorporated herein by reference.
|
4.14
|
Second Lien Security Agreement, dated as of June 14, 2013, by and among GenCorp Inc., certain subsidiaries of GenCorp Inc. and U.S. Bank National Association, as Note Trustee and Collateral Agent was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K filed on June 14, 2013, and is incorporated herein by reference.
|
4.15
|
Form of Common Stock Certificate was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
4.16
|
GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 4.1 to GenCorp Inc.’s Registration Statement on Form S-8 dated April 9, 2015 (File No. 333-203319), and is incorporated herein by reference.
|
10.1
|
Amended and Restated Environmental Agreement by and between Aerojet and Northrop Grumman, dated October 19, 2001 was filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K dated November 5, 2001 (File No. 1-01520), and is incorporated herein by reference.
|
10.2†
|
GenCorp 1996 Supplemental Retirement Plan for Management Employees effective March 1, 1996 was filed as Exhibit B to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 1996 (File No. 1-01520), and is incorporated herein by reference.
|
10.3†
|
2009 Benefit Restoration Plan for the GenCorp Inc. Pension Plan was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K filed on January 7, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.4†
|
2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan was filed as Exhibit 10.2 to GenCorp Inc.’s Current Report on Form 8-K filed on January 7, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.5†
|
Deferred Bonus Plan of GenCorp Inc. and Participating Subsidiaries was filed as Exhibit 10.6 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2008 (File No. 1-01520), and is incorporated herein by reference.
|
10.6†
|
GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended was filed as Exhibit 10.7 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2008 (File No. 1-01520), and is incorporated herein by reference.
|
10.7†
|
GenCorp Inc. 1997 Stock Option Plan effective March 26, 1997 was filed as Exhibit 4.1 to Form S-8 Registration Statement No. 333-35621 dated September 15, 1997 and is incorporated herein by reference.
|
10.8†
|
GenCorp Inc. 1999 Equity and Performance Incentive Plan as amended was filed as Exhibit 10.11 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2007 (File No. 1-01520), and is incorporated herein by reference.
|
10.9†
|
Form of Restricted Stock Agreement between the Company and Nonemployee Directors providing for payment of part of Directors’ compensation for service on the Board of Directors in Company stock was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 1998 (File No. 1-01520), and is incorporated herein by reference.
|
10.10†
|
Form of Restricted Stock Agreement between the Company and Nonemployee Directors providing for payment of part of Directors’ compensation for service on the Board of Directors in Company stock was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 1999 (File No. 1-01520), and is incorporated herein by reference.
|
10.11†
|
Form of Restricted Stock Agreement between the Company and Directors or Employees for grants of time-based vesting of restricted stock under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.26 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (File No. 1-01520), and is incorporated herein by reference.
|
10.12†
|
Form of Stock Appreciation Rights Agreement between the Company and Employees for grants of stock appreciation rights under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.27 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (File No. 1-01520), and is incorporated herein by reference.
|
10.13†
|
Form of Stock Appreciation Rights Agreement between the Company and Directors for grants of stock appreciation rights under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.28 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (File No. 1-01520), and is incorporated herein by reference.
|
10.14†
|
Form of Restricted Stock Agreement between the Company and Employees for grants of performance-based vesting of restricted stock under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.29 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (File No. 1-01520), and is incorporated herein by reference.
|
10.15†
|
Form of Director Nonqualified Stock Option Agreement between the Company and Nonemployee Directors providing for annual grant of nonqualified stock options prior to February 28, 2002, valued at $30,000 was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2002 (File No. 1-01520), and is incorporated herein by reference.
|
10.16†
|
Form of Director Nonqualified Stock Option Agreement between the Company and Nonemployee Directors providing for an annual grant of nonqualified stock options on or after February 28, 2002, valued at $30,000 in lieu of further participation in Retirement Plan for Nonemployee Directors was filed as Exhibit 10.2 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2002 (File No. 1-01520), and is incorporated herein by reference.
|
10.17†
|
Form of Restricted Stock Agreement Version 2 between the Company and Employees for grants of performance-based vesting of restricted stock under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.33 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2005 (File No. 1-01520) and is incorporated herein by reference.
|
10.18
|
Second Amended and Restated Shareholder Agreement dated as of March 5, 2008, by and between GenCorp Inc. and Steel Partners II L.P. was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K filed on March 10, 2008 (File No. 1-01520), and is incorporated herein by reference.
|
10.19†
|
Director Stock Appreciation Rights Agreement between GenCorp Inc. and Directors for grants of stock appreciation rights under the GenCorp Inc. 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.4 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.20†
|
Amendment to the Benefits Restoration Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies, effective October 6, 2009 was filed as Exhibit 10.5 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.21†
|
Amendment to the 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan, effective October 6, 2009 was filed as Exhibit 10.6 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.22†
|
Amendment to the 2009 Benefits Restoration Plan for the GenCorp Inc. Pension Plan, effective October 6, 2009 was filed as Exhibit 10.7 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.23†
|
Amendment to the Deferred Bonus Plan of GenCorp Inc. and Participating Subsidiaries, effective October 6, 2009 was filed as Exhibit 10.8 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.24†
|
Amendment to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended, effective October 6, 2009 was filed as Exhibit 10.9 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.25†
|
Amendment to the GenCorp Inc. 1996 Supplemental Retirement Plan for Management Employees, effective October 6, 2009 was filed as Exhibit 10.10 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.26†
|
Employment Agreement dated January 6, 2010 by and between Scott Seymour and GenCorp Inc. was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated January 6, 2010 (File No. 1-01520), and is incorporated herein by reference.
|
10.27
|
Settlement Agreement by and between Aerojet and United States of America, dated November 29, 1992, was filed as Exhibit 10.52 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.28
|
Modification No. 1 to the November 29, 1992 Settlement Agreement by and between Aerojet and United States of America, dated October 27, 1998, was filed as Exhibit 10.53 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.29
|
Purchase Agreement dated March 18, 2010 between GenCorp Inc. and Beach Point Capital Management LP, on behalf of certain funds and accounts it manages was filed as Exhibit 10.2 to GenCorp Inc.’s Current Report on Form 8-K filed on March 19, 2010 (File No. 1-01520), and is incorporated herein by reference.
|
10.30†
|
Addendum dated as of February 10, 2011 to the Employment Agreement, dated as of January 6, 2010, by and between GenCorp Inc. and Scott Seymour was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated February 9, 2011 (File No. 1-01520), and is incorporated herein by reference.
|
10.31†
|
Amendment to the Amended and Restated 2009 Equity and Performance Incentive Plan, was filed as an exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated March 30, 2011 (File No. 1-01520), and is incorporated herein by reference.
|
10.32†
|
Employment Offer Letter dated July 29, 2011 by and between GenCorp Inc. and Christopher C. Cambria was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated September 12, 2011 (File No. 1-01520), and is incorporated herein by reference.
|
10.33†
|
Employment Offer Letter, dated May 21, 2012, by and between Aerojet-General Corporation and Warren M. Boley, Jr. was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated July 23, 2012 (File No. 1-01520), and is incorporated herein by reference.
|
10.34
|
Escrow Agreement, dated as of January 28, 2013, by and among GenCorp Inc. and U.S. Bank National Association, as trustee, escrow agent and bank and securities intermediary was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated February 1, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.35
|
GenCorp Inc. 2013 Employee Stock Purchase Plan (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on February 15, 2013 (File No. 1-01520)).
|
10.36†
|
Amendment to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended, effective April 11, 2013 was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the second quarter ended May 31, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.37
|
Joinder Agreement dated as of June 14, 2013 by and among Pratt &Whitney Rocketdyne, Inc., Arde, Inc., Arde-Barinco, Inc., GenCorp Inc. and Wells Fargo Bank, National Association to that certain Second Amended and Restated Credit Agreement, dated as of November 18, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified) by and among GenCorp Inc., the Material Domestic Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association was filed as Exhibit 10.2 to GenCorp Inc.’s Current Report on Form 8-K dated June 14, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.38
|
Purchase Agreement Joinder, dated as of June 14, 2013, by Pratt & Whitney Rocketdyne, Inc., Arde, Inc., Arde-Barinco, Inc. and Morgan Stanley & Co. LLC to that certain Purchase Agreement, dated as of January 18, 2013, by and among GenCorp Inc., Aerojet-General Corporation and the Initial Purchasers named therein was filed as Exhibit 10.4 to GenCorp Inc.’s Current Report on Form 8-K dated June 14, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.39†
|
Stock Option Cancellation Agreement, dated July 9, 2013, between GenCorp Inc. and Kathleen E. Redd was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated July 12, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.40
|
Form of Indemnification Agreement was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.41
|
Credit Agreement, dated as of April 18, 2014, among GenCorp Inc., as Borrower, the lenders from time to time parties thereto, and The Bank of New York Mellon, as Administrative Agent was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 18, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.42
|
Third Amended and Restated Credit Agreement, dated as of May 30, 2014, among GenCorp Inc., as Borrower, each of those Material Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages thereto and such other Material Domestic Subsidiaries of the Borrower as may from time to time become a party thereto, the several banks and other financial institutions from time to time parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated May 30, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.43
|
Amended and Restated 2013 Employee Stock Purchase Plan, dated as of June 24, 2014 was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.44†
|
Amended and Restated Deferred Compensation Plan for Nonemployee directors, dated as of June 24, 2014 was filed as Exhibit 10.2 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.45†
|
Amended and Restated 2009 Equity and Performance Incentive Plan, dated as of June 24, 2014 was filed as Exhibit 10.3 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.46†
|
Form of Restricted Stock Agreement between the Company and Employees for grants of time-based vesting of restricted stock under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.4 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.47†
|
Form of Unrestricted Stock Agreement between the Company and Directors for grants of common stock under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.5 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.48†
|
Form of Director Nonqualified Stock Option Agreement between the Company and Directors for grants of nonqualified stock options under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.6 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.49†
|
Offer letter between GenCorp and Eileen Drake, dated March 2, 2015 was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated March 2, 2015 (File No. 1-01520), and is incorporated herein by reference.
|
10.50†
|
Separation and General Release Agreement between Aerojet Rocketdyne, Inc. and Warren M. Boley, Jr. dated March 5,2015 was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated March 5, 2015 (File No. 1-01520), and is incorporated herein by reference.
|
10.51†
|
Transition and General Release Agreement between Aerojet Rocketdyne Holdings, Inc. and Scott J. Seymour dated July 7, 2015 was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.’s Current Report on Form 8-K dated July 7, 2015 (File No. 1-01520), and is incorporated herein by reference.
|
10.52†
|
Executive Employment Agreement, dated as of November 23, 2015, between Aerojet Rocketdyne Holdings, Inc. and Eileen Drake was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.’s Current Report on Form 8-K dated November 23, 2015 (File No. 1-01520), and is incorporated herein by reference.
|
21.1*
|
Subsidiaries of the Company.
|
23.1*
|
Consent of Independent Registered Public Accounting Firm.
|
24.1*
|
Power of Attorney
|
31.1*
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
31.2*
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
32.1*
|
Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 as amended, and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Filed herewith. All other exhibits have been previously filed.
|
**
|
Schedules and Exhibits have been omitted, but will be furnished to the SEC upon request.
|
†
|
Management contract or compensatory plan or arrangement.
|
|
|
Aerojet Rocketdyne Holdings, Inc.
|
||
|
|
By:
|
/s/ EILEEN P. DRAKE
|
|
|
|
|
Eileen P. Drake
|
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
||
/s/ EILEEN P. DRAKE
Eileen P. Drake
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
February 16, 2016
|
||
/s/ KATHLEEN E. REDD
Kathleen E. Redd
|
|
Vice President, Chief Financial
Officer and Assistant Secretary
(Principal Financial Officer and
Principal Accounting Officer)
|
February 16, 2016
|
||
*
Warren G. Lichtenstein
|
|
Chairman of the Board of Directors
|
February 16, 2016
|
||
*
Thomas A. Corcoran
|
|
Director
|
February 16, 2016
|
||
*
James R. Henderson
|
|
Director
|
February 16, 2016
|
||
*
Lance W. Lord
|
|
Director
|
February 16, 2016
|
||
*
Merrill A. McPeak
|
|
Director
|
February 16, 2016
|
||
*
James H. Perry
|
|
Director
|
February 16, 2016
|
||
*
Martin Turchin
|
|
Director
|
February 16, 2016
|
||
* By:
|
/s/ KATHLEEN E. REDD
Kathleen E. Redd
|
Attorney-in-Fact pursuant to Power of Attorney
|
February 16, 2016
|
Table
Item No.
|
Exhibit Description
|
2.1
|
Stock and Asset Purchase Agreement, dated July 22, 2012, by and between United Technologies Corporation and GenCorp Inc. was filed as Exhibit 2.1 to GenCorp Inc.’s Current Report on Form 8-K dated July 26, 2012 (File No. 1-01520) and incorporated herein by reference.**
|
2.2
|
Amendment No. 1 to the Stock and Asset Purchase Agreement, dated as of October 16, 2012, by and between GenCorp Inc. and United Technologies Corporation was filed as Exhibit 2.1 to GenCorp Inc.’s Current Report on Form 8-K dated October 22, 2012 (File No. 1-01520) and incorporated herein by reference.**
|
2.3
|
Amended and Restated Stock and Asset Purchase Agreement, dated as of June 12, 2013, by and between United Technologies Corporation and GenCorp Inc. was filed as Exhibit 2.1 to GenCorp Inc.’s Current Report on Form 8-K dated June 14, 2013 (File No. 1-01520), and is incorporated herein by reference.**
|
2.4
|
Plan of Conversion, dated April 11, 2014 was filed as Exhibit 2.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
3.1
|
Certificate of Conversion, as filed with the Secretary of State of the State of Ohio on April 11, 2014 was filed as Exhibit 3.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
3.2
|
Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on April 11, 2014 was filed as Exhibit 3.2 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
3.3*
|
Certificate of Incorporation, as of April 11, 2014, as amended on April 27, 2015.
|
3.4
|
Bylaws, effective April 11, 2014 was filed as Exhibit 3.4 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
4.1
|
Indenture, dated as of November 23, 2004, between GenCorp Inc. and The Bank of New York Trust Company, N.A., as trustee relating to GenCorp Inc.’s 2 1 / 4 % Convertible Subordinated Debentures due 2024 was filed as Exhibit 4.01 to GenCorp Inc.’s Current Report on Form 8-K dated November 23, 2004 (File No. 1-01520), as amended, and incorporated herein by reference.
|
4.2
|
Registration Rights Agreement, dated as of November 23, 2004, by and between GenCorp Inc. and Wachovia Capital Markets, LLC, as representative for the several initial purchasers of the 2 1 / 4 % Convertible Subordinated Debentures due 2024 was filed as Exhibit 4.14 to GenCorp Inc.’s Form S-3 Registration Statement dated January 11, 2005 (File No. 333-121948) and incorporated herein by reference.
|
4.3
|
Form of 2 1 / 4 % Convertible Subordinated Debenture was filed as Exhibit 4.02 to GenCorp Inc.’s Current Report on Form 8-K dated November 23, 2004 (File No. 1-01520), as amended, and incorporated herein by reference.
|
4.4
|
GenCorp Retirement Savings Plan was filed as Exhibit 4.1 to GenCorp Inc.’s Registration Statement on Form S-8 filed on June 30, 2008 (File No. 333-0152032) and incorporated herein by reference.
|
4.5
|
Indenture, dated as of December 21, 2009, between GenCorp Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to GenCorp’s 4.0625% Convertible Subordinated Debentures due 2039 was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K filed on December 21, 2009 (File 1-01520) and is incorporated herein by reference.
|
4.6
|
Form of 4.0625% Convertible Subordinated Debenture due 2039 was filed as Exhibit 4.2 to GenCorp Inc.’s Current Report on Form 8-K dated December 21, 2009 (File No. 1-01520), as amended, and incorporated herein by reference.
|
4.7
|
Third Supplemental Indenture dated as of November 24, 2009, by and among GenCorp Inc., Easton Development Company, LLC, and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. and successor to The Bank of New York), to the Indenture dated as of August 11, 2003, as amended, between GenCorp Inc. as Issuer, the Guarantors party thereto as Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K filed on November 30, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
4.8
|
GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 4.1 to GenCorp Inc.’s Form S-8 Registration Statement dated March 28, 2012 (File No. 333-180400), and is incorporated herein by reference.
|
4.9
|
Indenture for the Senior Secured Notes, dated as of January 28, 2013, between UR Financing Escrow Corporation, and U.S. Bank National Association, as Trustee was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K filed on February 1, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
4.10
|
First Supplemental Indenture to the Senior Secured Notes, dated as of June 14, 2013, among GenCorp Inc., Aerojet Rocketdyne of DE, Inc., Arde, Inc. and Arde-Barinco, Inc., and U.S. Bank National Association, as Trustee was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K dated June 14, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
4.11
|
Registration Rights Agreement, dated as of January 28, 2013, among GenCorp Inc. and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, and SunTrust Robinson Humphrey, Inc., as representatives of the purchasers named therein was filed as Exhibit 10.2 of GenCorp Inc.’s Current Report on Form 8-K filed on February 1, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
4.12
|
Joinder to the Registration Rights Agreement dated as of June 14, 2013 among GenCorp Inc., Aerojet Rocketdyne of DE, Inc., Arde, Inc. and Arde-Barinco, Inc. was filed as Exhibit 10.5 to GenCorp Inc.’s Current Report on Form 8-K filed on June 14, 2013, and is incorporated herein by reference.
|
4.13
|
Intercreditor Agreement, dated as of June 14, 2013, among Wells Fargo, National Association as credit agreement agent and U.S. Bank National Association as trustee under the indenture and U.S. Bank National Association as second lien collateral agent, acknowledged by GenCorp and the subsidiary guarantors was filed as Exhibit 10.3 to GenCorp Inc.’s Current Report on Form 8-K filed on June 14, 2013, and is incorporated herein by reference.
|
4.14
|
Second Lien Security Agreement, dated as of June 14, 2013, by and among GenCorp Inc., certain subsidiaries of GenCorp Inc. and U.S. Bank National Association, as Note Trustee and Collateral Agent was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K filed on June 14, 2013, and is incorporated herein by reference.
|
4.15
|
Form of Common Stock Certificate was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
4.16
|
GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 4.1 to GenCorp Inc.’s Registration Statement on Form S-8 dated April 9, 2015 (File No. 333-203319), and is incorporated herein by reference.
|
10.1
|
Amended and Restated Environmental Agreement by and between Aerojet and Northrop Grumman, dated October 19, 2001 was filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K dated November 5, 2001 (File No. 1-01520), and is incorporated herein by reference.
|
10.2†
|
GenCorp 1996 Supplemental Retirement Plan for Management Employees effective March 1, 1996 was filed as Exhibit B to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 1996 (File No. 1-01520), and is incorporated herein by reference.
|
10.3†
|
2009 Benefit Restoration Plan for the GenCorp Inc. Pension Plan was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K filed on January 7, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.4†
|
2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan was filed as Exhibit 10.2 to GenCorp Inc.’s Current Report on Form 8-K filed on January 7, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.5†
|
Deferred Bonus Plan of GenCorp Inc. and Participating Subsidiaries was filed as Exhibit 10.6 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2008 (File No. 1-01520), and is incorporated herein by reference.
|
10.6†
|
GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended was filed as Exhibit 10.7 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2008 (File No. 1-01520), and is incorporated herein by reference.
|
10.7†
|
GenCorp Inc. 1997 Stock Option Plan effective March 26, 1997 was filed as Exhibit 4.1 to Form S-8 Registration Statement No. 333-35621 dated September 15, 1997 and is incorporated herein by reference.
|
10.8†
|
GenCorp Inc. 1999 Equity and Performance Incentive Plan as amended was filed as Exhibit 10.11 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2007 (File No. 1-01520), and is incorporated herein by reference.
|
10.9†
|
Form of Restricted Stock Agreement between the Company and Nonemployee Directors providing for payment of part of Directors’ compensation for service on the Board of Directors in Company stock was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 1998 (File No. 1-01520), and is incorporated herein by reference.
|
10.10†
|
Form of Restricted Stock Agreement between the Company and Nonemployee Directors providing for payment of part of Directors’ compensation for service on the Board of Directors in Company stock was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 1999 (File No. 1-01520), and is incorporated herein by reference.
|
10.11†
|
Form of Restricted Stock Agreement between the Company and Directors or Employees for grants of time-based vesting of restricted stock under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.26 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (File No. 1-01520), and is incorporated herein by reference.
|
10.12†
|
Form of Stock Appreciation Rights Agreement between the Company and Employees for grants of stock appreciation rights under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.27 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (File No. 1-01520), and is incorporated herein by reference.
|
10.13†
|
Form of Stock Appreciation Rights Agreement between the Company and Directors for grants of stock appreciation rights under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.28 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (File No. 1-01520), and is incorporated herein by reference.
|
10.14†
|
Form of Restricted Stock Agreement between the Company and Employees for grants of performance-based vesting of restricted stock under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.29 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (File No. 1-01520), and is incorporated herein by reference.
|
10.15†
|
Form of Director Nonqualified Stock Option Agreement between the Company and Nonemployee Directors providing for annual grant of nonqualified stock options prior to February 28, 2002, valued at $30,000 was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2002 (File No. 1-01520), and is incorporated herein by reference.
|
10.16†
|
Form of Director Nonqualified Stock Option Agreement between the Company and Nonemployee Directors providing for an annual grant of nonqualified stock options on or after February 28, 2002, valued at $30,000 in lieu of further participation in Retirement Plan for Nonemployee Directors was filed as Exhibit 10.2 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2002 (File No. 1-01520), and is incorporated herein by reference.
|
10.17†
|
Form of Restricted Stock Agreement Version 2 between the Company and Employees for grants of performance-based vesting of restricted stock under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit 10.33 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2005 (File No. 1-01520) and is incorporated herein by reference.
|
10.18
|
Second Amended and Restated Shareholder Agreement dated as of March 5, 2008, by and between GenCorp Inc. and Steel Partners II L.P. was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K filed on March 10, 2008 (File No. 1-01520), and is incorporated herein by reference.
|
10.19†
|
Director Stock Appreciation Rights Agreement between GenCorp Inc. and Directors for grants of stock appreciation rights under the GenCorp Inc. 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.4 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.20†
|
Amendment to the Benefits Restoration Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies, effective October 6, 2009 was filed as Exhibit 10.5 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.21†
|
Amendment to the 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan, effective October 6, 2009 was filed as Exhibit 10.6 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.22†
|
Amendment to the 2009 Benefits Restoration Plan for the GenCorp Inc. Pension Plan, effective October 6, 2009 was filed as Exhibit 10.7 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.23†
|
Amendment to the Deferred Bonus Plan of GenCorp Inc. and Participating Subsidiaries, effective October 6, 2009 was filed as Exhibit 10.8 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.24†
|
Amendment to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended, effective October 6, 2009 was filed as Exhibit 10.9 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.25†
|
Amendment to the GenCorp Inc. 1996 Supplemental Retirement Plan for Management Employees, effective October 6, 2009 was filed as Exhibit 10.10 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the third quarter ended August 31, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.26†
|
Employment Agreement dated January 6, 2010 by and between Scott Seymour and GenCorp Inc. was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated January 6, 2010 (File No. 1-01520), and is incorporated herein by reference.
|
10.27
|
Settlement Agreement by and between Aerojet and United States of America, dated November 29, 1992, was filed as Exhibit 10.52 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.28
|
Modification No. 1 to the November 29, 1992 Settlement Agreement by and between Aerojet and United States of America, dated October 27, 1998, was filed as Exhibit 10.53 to GenCorp Inc.’s Annual Report on Form 10-K for the fiscal year ended November 30, 2009 (File No. 1-01520), and is incorporated herein by reference.
|
10.29
|
Purchase Agreement dated March 18, 2010 between GenCorp Inc. and Beach Point Capital Management LP, on behalf of certain funds and accounts it manages was filed as Exhibit 10.2 to GenCorp Inc.’s Current Report on Form 8-K filed on March 19, 2010 (File No. 1-01520), and is incorporated herein by reference.
|
10.30†
|
Addendum dated as of February 10, 2011 to the Employment Agreement, dated as of January 6, 2010, by and between GenCorp Inc. and Scott Seymour was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated February 9, 2011 (File No. 1-01520), and is incorporated herein by reference.
|
10.31†
|
Amendment to the Amended and Restated 2009 Equity and Performance Incentive Plan, was filed as an exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated March 30, 2011 (File No. 1-01520), and is incorporated herein by reference.
|
10.32†
|
Employment Offer Letter dated July 29, 2011 by and between GenCorp Inc. and Christopher C. Cambria was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated September 12, 2011 (File No. 1-01520), and is incorporated herein by reference.
|
10.33†
|
Employment Offer Letter, dated May 21, 2012, by and between Aerojet-General Corporation and Warren M. Boley, Jr. was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated July 23, 2012 (File No. 1-01520), and is incorporated herein by reference.
|
10.34
|
Escrow Agreement, dated as of January 28, 2013, by and among GenCorp Inc. and U.S. Bank National Association, as trustee, escrow agent and bank and securities intermediary was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated February 1, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.35
|
GenCorp Inc. 2013 Employee Stock Purchase Plan (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on February 15, 2013 (File No. 1-01520)).
|
10.36†
|
Amendment to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended, effective April 11, 2013 was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the second quarter ended May 31, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.37
|
Joinder Agreement dated as of June 14, 2013 by and among Pratt &Whitney Rocketdyne, Inc., Arde, Inc., Arde-Barinco, Inc., GenCorp Inc. and Wells Fargo Bank, National Association to that certain Second Amended and Restated Credit Agreement, dated as of November 18, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified) by and among GenCorp Inc., the Material Domestic Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association was filed as Exhibit 10.2 to GenCorp Inc.’s Current Report on Form 8-K dated June 14, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.38
|
Purchase Agreement Joinder, dated as of June 14, 2013, by Pratt & Whitney Rocketdyne, Inc., Arde, Inc., Arde-Barinco, Inc. and Morgan Stanley & Co. LLC to that certain Purchase Agreement, dated as of January 18, 2013, by and among GenCorp Inc., Aerojet-General Corporation and the Initial Purchasers named therein was filed as Exhibit 10.4 to GenCorp Inc.’s Current Report on Form 8-K dated June 14, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.39†
|
Stock Option Cancellation Agreement, dated July 9, 2013, between GenCorp Inc. and Kathleen E. Redd was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated July 12, 2013 (File No. 1-01520), and is incorporated herein by reference.
|
10.40
|
Form of Indemnification Agreement was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.41
|
Credit Agreement, dated as of April 18, 2014, among GenCorp Inc., as Borrower, the lenders from time to time parties thereto, and The Bank of New York Mellon, as Administrative Agent was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated April 18, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.42
|
Third Amended and Restated Credit Agreement, dated as of May 30, 2014, among GenCorp Inc., as Borrower, each of those Material Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages thereto and such other Material Domestic Subsidiaries of the Borrower as may from time to time become a party thereto, the several banks and other financial institutions from time to time parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated May 30, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.43
|
Amended and Restated 2013 Employee Stock Purchase Plan, dated as of June 24, 2014 was filed as Exhibit 10.1 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.44†
|
Amended and Restated Deferred Compensation Plan for Nonemployee directors, dated as of June 24, 2014 was filed as Exhibit 10.2 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.45†
|
Amended and Restated 2009 Equity and Performance Incentive Plan, dated as of June 24, 2014 was filed as Exhibit 10.3 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.46†
|
Form of Restricted Stock Agreement between the Company and Employees for grants of time-based vesting of restricted stock under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.4 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.47†
|
Form of Unrestricted Stock Agreement between the Company and Directors for grants of common stock under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.5 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.48†
|
Form of Director Nonqualified Stock Option Agreement between the Company and Directors for grants of nonqualified stock options under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.6 to GenCorp Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520), and is incorporated herein by reference.
|
10.49†
|
Offer letter between GenCorp and Eileen Drake, dated March 2, 2015 was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated March 2, 2015 (File No. 1-01520), and is incorporated herein by reference.
|
10.50†
|
Separation and General Release Agreement between Aerojet Rocketdyne, Inc. and Warren M. Boley, Jr. dated March 5,2015 was filed as Exhibit 10.1 to GenCorp Inc.’s Current Report on Form 8-K dated March 5, 2015 (File No. 1-01520), and is incorporated herein by reference.
|
10.51†
|
Transition and General Release Agreement between Aerojet Rocketdyne Holdings, Inc. and Scott J. Seymour dated July 7, 2015 was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.’s Current Report on Form 8-K dated July 7, 2015 (File No. 1-01520), and is incorporated herein by reference.
|
10.52†
|
Executive Employment Agreement, dated as of November 23, 2015, between Aerojet Rocketdyne Holdings, Inc. and Eileen Drake was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.’s Current Report on Form 8-K dated November 23, 2015 (File No. 1-01520), and is incorporated herein by reference.
|
21.1*
|
Subsidiaries of the Company.
|
23.1*
|
Consent of Independent Registered Public Accounting Firm.
|
24.1*
|
Power of Attorney
|
31.1*
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
31.2*
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
32.1*
|
Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 as amended, and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Filed herewith. All other exhibits have been previously filed.
|
**
|
Schedules and Exhibits have been omitted, but will be furnished to the SEC upon request.
|
†
|
Management contract or compensatory plan or arrangement.
|
Name of Entity
|
|
State of Incorporation
|
|
Aerojet Rocketdyne, Inc.
|
|
Ohio
|
|
|
Aerojet International, Inc.
|
|
California
|
|
Aerojet Investments Ltd.
|
|
California
|
|
Aerojet Ordnance Tennessee, Inc.
|
|
Tennessee
|
|
Aerojet Rocketdyne of DE, Inc.
|
|
Delaware
|
|
Arde, Inc.
|
|
New Jersey
|
|
Arde-Barinco, Inc.
|
|
New Jersey
|
|
BPOU LLC
|
|
Delaware
|
|
Chemical Construction Corporation
|
|
Delaware
|
|
Cordova Chemical Company
|
|
California
|
|
Cordova Chemical Company of Michigan
|
|
Michigan
|
|
Easton Development Company, LLC (5% owned by Aerojet Rocketdyne, Inc.)
|
|
California
|
|
AGC Office 1 LLC
|
|
California
|
|
European Space Propulsion Limited
|
|
United Kingdom
|
|
Eurojet Space Propulsion Limited
|
|
United Kingdom
|
|
European Space Propulsion Limited
|
|
United Kingdom
|
|
GT & MC, Inc.
|
|
Delaware
|
|
TKD, Inc.
|
|
California
|
Easton Development Company, LLC (95% owned by Aerojet Rocketdyne Holdings, Inc.)
|
|
California
|
|
Novadyne Energy Systems LLC
|
|
Delaware
|
|
|
Energetic Energy Technologies Limited
|
|
Hong Kong, China
|
|
Energetic Energy (Beijing) Teechnology Co,. Ltd
|
|
Beijing, China
|
GDX Automotive SAS
|
|
France
|
|
|
Snappon SA
|
|
France
|
GDX LLC
|
|
Delaware
|
|
RKO General, Inc.
|
|
Delaware
|
/s/ Warren G. Lichtenstein
Warren G. Lichtenstein
Chairman of the Board
|
|
/s/ Merrill A. McPeak
Merrill A. McPeak, Director
|
/s/ Thomas A. Corcoran
Thomas A. Corcoran, Director
|
|
/s/ James H. Perry
James H. Perry, Director
|
/s/ James R. Henderson
James R. Henderson, Director
|
|
/s/ Martin Turchin
Martin Turchin, Director
|
/s/ Lance W. Lord
Lance W. Lord, Director
|
|
/s/ Eileen P. Drake
Eileen P. Drake, Director
|
/s/ Eileen P. Drake
|
Eileen P. Drake
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ Kathleen E. Redd
|
Kathleen E. Redd
|
Vice President, Chief Financial Officer and Assistant Secretary
|
(Principal Financial Officer and Principal
Accounting Officer)
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
/s/ Eileen P. Drake
|
Eileen P. Drake
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
/s/ Kathleen E. Redd
|
Kathleen E. Redd
|
Vice President, Chief Financial Officer and Assistant Secretary
|
(Principal Financial Officer and Principal
Accounting Officer)
|