Aerojet Rocketdyne Holdings
AEROJET ROCKETDYNE HOLDINGS, INC. (Form: 10-Q, Received: 07/10/2015 17:26:33)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  FORM 10-Q
  (Mark One)
ý
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended: May 31, 2015
or
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                      
Commission File Number 1-01520
    Aerojet Rocketdyne Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
34-0244000
(State of Incorporation)
 
(I.R.S. Employer
Identification No.)
 
 
2001 Aerojet Road
Rancho Cordova, California
 
95742
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
P.O. Box 537012
Sacramento, California
 
95853-7012
(Mailing Address)
 
(Zip Code)
Registrant’s telephone number, including area code (916) 355-4000
  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
ý
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
As of June 30, 2015 , there were 63.0 million  outstanding shares of our Common Stock, including redeemable common stock and unvested common shares, $0.10 par value.




Aerojet Rocketdyne Holdings, Inc.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended May 31, 2015
Table of Contents  
Item
Number
 
Page
1
Financial Statements
2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
Quantitative and Qualitative Disclosures About Market Risk
4
Controls and Procedures
1
Legal Proceedings
1A
Risk Factors
2
Unregistered Sales of Equity Securities and Use of Proceeds
3
Defaults Upon Senior Securities
4
Mine Safety Disclosures
5
Other Information
6
Exhibits
 
Signatures
 
Exhibit Index





Part I — FINANCIAL INFORMATION
Item 1. Financial Statements
Aerojet Rocketdyne Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
Three months ended May 31,
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions, except per share amounts)
Net sales
$
456.9

 
$
404.5

 
$
775.5

 
$
736.6

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of sales (exclusive of items shown separately below)
372.5

 
369.4

 
655.3

 
657.9

Selling, general and administrative
12.6

 
9.2

 
28.1

 
18.4

Depreciation and amortization
16.1

 
15.7

 
32.1

 
30.6

Other expense, net:
 
 
 
 
 
 
 
Loss on debt repurchased
0.5

 
45.9

 
0.7

 
50.8

Other
2.3

 
2.4

 
3.8

 
5.1

Total operating costs and expenses
404.0

 
442.6

 
720.0

 
762.8

Operating income (loss)
52.9

 
(38.1
)
 
55.5

 
(26.2
)
Non-operating (income) expense:
 
 
 
 
 
 
 
Interest income

 

 
(0.1
)
 

Interest expense
13.2

 
12.6

 
26.6

 
25.0

Total non-operating expense, net
13.2

 
12.6

 
26.5

 
25.0

Income (loss) from continuing operations before income taxes
39.7

 
(50.7
)
 
29.0

 
(51.2
)
Income tax provision (benefit)
21.3

 
(0.6
)
 
14.7

 
1.2

Income (loss) from continuing operations
18.4

 
(50.1
)
 
14.3

 
(52.4
)
(Loss) income from discontinued operations, net of income taxes

 
(0.8
)
 
0.2

 
(0.8
)
Net income (loss)
$
18.4

 
$
(50.9
)
 
$
14.5

 
$
(53.2
)
Income (Loss) Per Share of Common Stock
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
Income (loss) per share from continuing operations
$
0.29

 
$
(0.87
)
 
$
0.23

 
$
(0.90
)
Loss per share from discontinued operations, net of income taxes

 
(0.01
)
 

 
(0.01
)
Net income (loss) per share
$
0.29

 
$
(0.88
)
 
$
0.23

 
$
(0.91
)
Diluted
 
 
 
 
 
 
 
Income (loss) per share from continuing operations
$
0.26

 
$
(0.87
)
 
$
0.22

 
$
(0.90
)
Loss per share from discontinued operations, net of income taxes

 
(0.01
)
 

 
(0.01
)
Net income (loss) per share
$
0.26

 
$
(0.88
)
 
$
0.22

 
$
(0.91
)
Weighted average shares of common stock outstanding, basic
61.2

 
57.9

 
59.9

 
58.7

Weighted average shares of common stock outstanding, diluted
72.3

 
57.9

 
72.2

 
58.7

See Notes to Unaudited Condensed Consolidated Financial Statements.

2



Aerojet Rocketdyne Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
 
 
Three months ended May 31,
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions)
Net income (loss)
$
18.4

 
$
(50.9
)
 
$
14.5

 
$
(53.2
)
Other comprehensive income:
 
 
 
 
 
 
 
Amortization of actuarial losses and prior service credits, net of income taxes
12.2

 
7.7

 
24.4

 
15.2

Comprehensive income (loss)
$
30.6

 
$
(43.2
)
 
$
38.9

 
$
(38.0
)
See Notes to Unaudited Condensed Consolidated Financial Statements.

3



Aerojet Rocketdyne Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
 
May 31,
2015
 
November 30,
2014
 
(In millions, except per share and share amounts)
ASSETS
Current Assets
 
 
 
Cash and cash equivalents
$
253.5

 
$
265.9

Accounts receivable
173.7

 
172.9

Inventories
150.3

 
139.0

Recoverable from the U.S. government and other third parties for environmental remediation costs
23.7

 
19.4

Receivable from Northrop Grumman Corporation (“Northrop”)
6.0

 
6.0

Other current assets, net
45.4

 
38.0

Deferred income taxes
24.8

 
25.3

Total Current Assets
677.4

 
666.5

Noncurrent Assets
 
 
 
Property, plant and equipment, net
356.3

 
367.5

Real estate held for entitlement and leasing
82.9

 
94.4

Recoverable from the U.S. government and other third parties for environmental remediation costs
76.8

 
81.2

Receivable from Northrop
69.7

 
74.8

Deferred income taxes
245.3

 
259.0

Goodwill
164.4

 
164.4

Intangible assets
115.5

 
122.2

Other noncurrent assets, net
109.8

 
91.6

Total Noncurrent Assets
1,220.7

 
1,255.1

Total Assets
$
1,898.1

 
$
1,921.6

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
87.6

 
103.5

Reserves for environmental remediation costs
38.7

 
31.9

Postretirement medical and life insurance benefits
6.4

 
6.4

Advance payments on contracts
197.3

 
198.5

Other current liabilities
198.5

 
221.7

Total Current Liabilities
533.8

 
567.3

Noncurrent Liabilities
 
 
 
Senior debt
91.3

 
93.8

Second-priority senior notes
460.0

 
460.0

Convertible subordinated notes
98.0

 
133.8

Other debt
63.3

 
89.3

Reserves for environmental remediation costs
122.8

 
134.1

Pension benefits
475.4

 
482.8

Postretirement medical and life insurance benefits
50.1

 
51.7

Other noncurrent liabilities
99.0

 
79.7

Total Noncurrent Liabilities
1,459.9

 
1,525.2

Total Liabilities
1,993.7

 
2,092.5

Commitments and contingencies (Note 7)

 

Redeemable common stock, par value of $0.10; less than 0.1 million shares issued and outstanding as of May 31, 2015; 0.1 million shares issued and outstanding as of November 30, 2014
0.1

 
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; 61.3 million shares issued and outstanding as of May 31, 2015; 56.9 million shares issued and outstanding as of November 30, 2014
6.3

 
5.9

Other capital
324.8

 
287.3

Treasury stock at cost, 3.5 million shares as of May 31, 2015 and November 30, 2014
(64.5
)
 
(64.5
)
Accumulated deficit
(52.5
)
 
(67.0
)
Accumulated other comprehensive loss, net of income taxes
(309.8
)
 
(334.2
)
Total Stockholders’ Deficit
(95.7
)
 
(172.5
)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit
$
1,898.1

 
$
1,921.6

See Notes to Unaudited Condensed Consolidated Financial Statements.

4



Aerojet Rocketdyne Holdings, Inc.
Condensed Consolidated Statement of Stockholders’ Deficit
(Unaudited)  
 
Common Stock
 
 
 
 
 
 
 
Accumulated Other
 
Total
 
 
 
Other
Capital
 
Treasury
Stock
 
Accumulated
Deficit
 
Comprehensive
Loss
 
Stockholders'
Deficit
 
Shares
 
Amount
 
 
(In millions)
November 30, 2014
56.9

 
$
5.9

 
$
287.3

 
$
(64.5
)
 
$
(67.0
)
 
$
(334.2
)
 
$
(172.5
)
Net income

 

 

 

 
14.5

 

 
14.5

Amortization of actuarial losses and prior service credits, net of income taxes

 

 

 

 

 
24.4

 
24.4

Conversion of debt to common stock
4.0

 
0.4

 
35.4

 

 

 

 
35.8

Reclassification from redeemable common stock
(0.1
)
 

 
1.5

 

 

 

 
1.5

Tax benefit from shares issued under equity plans

 

 
1.5

 

 

 

 
1.5

Repurchase of shares to satisfy tax withholding obligations
(0.2
)
 

 
(4.4
)
 

 

 

 
(4.4
)
Stock-based compensation and other, net
0.7

 

 
3.5

 

 

 

 
3.5

May 31, 2015
61.3

 
$
6.3

 
$
324.8

 
$
(64.5
)
 
$
(52.5
)
 
$
(309.8
)
 
$
(95.7
)
See Notes to Unaudited Condensed Consolidated Financial Statements.

5



Aerojet Rocketdyne Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six months ended May 31,
 
2015
 
2014
 
(In millions)
Operating Activities
 
 
 
Net income (loss)
$
14.5

 
$
(53.2
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
(Income) loss from discontinued operations, net of income taxes
(0.2
)
 
0.8

Depreciation and amortization
32.1

 
30.6

Amortization of financing costs
1.4

 
1.8

Stock-based compensation
7.3

 
3.0

Retirement benefit expense
33.4

 
17.8

Loss on debt repurchased
0.7

 
50.8

Loss on bank amendment

 
0.2

Loss on disposal of long-lived assets
0.2

 

Tax benefit on stock-based awards
(1.5
)
 
(1.3
)
Changes in assets and liabilities:
 
 
 
Accounts receivable
(0.8
)
 
21.5

Inventories
(11.3
)
 
(25.1
)
Other current assets, net
(7.5
)
 
3.7

Income tax receivable

 
3.2

Real estate held for entitlement and leasing
(4.0
)
 
(3.6
)
Receivable from Northrop
5.1

 
(1.2
)
Recoverable from the U.S. government and other third parties for environmental remediation costs
0.1

 
6.6

Other noncurrent assets
(9.0
)
 
(15.6
)
Accounts payable
(15.9
)
 
(28.0
)
Postretirement medical and life benefits
(2.6
)
 
(3.2
)
Advance payments on contracts
(1.2
)
 
6.1

Other current liabilities
(25.6
)
 
(27.7
)
Deferred income taxes
(0.9
)
 
(3.6
)
Reserves for environmental remediation costs
(4.5
)
 
(7.6
)
Other noncurrent liabilities
18.6

 
1.8

Net cash provided by (used in) continuing operations
28.4

 
(22.2
)
Net cash used in discontinued operations

 
(0.1
)
Net Cash Provided by (Used in) Operating Activities
28.4

 
(22.3
)
Investing Activities
 
 
 
Capital expenditures
(9.4
)
 
(18.5
)
Net Cash Used in Investing Activities
(9.4
)
 
(18.5
)
Financing Activities
 
 
 
Proceeds from issuance of debt

 
179.0

Debt issuance costs

 
(4.1
)
Debt repayments/repurchases
(28.5
)
 
(145.8
)
Repurchase of shares to satisfy tax withholding obligations
(4.4
)
 
(2.0
)
Purchase of treasury stock

 
(64.5
)
Tax benefit on stock-based awards
1.5

 
1.3

Net Cash Used in Financing Activities
(31.4
)
 
(36.1
)
Net Decrease in Cash and Cash Equivalents
(12.4
)
 
(76.9
)
Cash and Cash Equivalents at Beginning of Period
265.9

 
197.6

Cash and Cash Equivalents at End of Period
$
253.5

 
$
120.7

Supplemental disclosures of cash flow information
 
 
 
Cash paid for interest
$
25.9

 
$
23.7

Cash paid for income taxes
10.2

 
1.7

Conversion of debt to common stock
35.8

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

6



Aerojet Rocketdyne Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Basis of Presentation and Nature of Operations
Aerojet Rocketdyne Holdings, Inc. (“Aerojet Rocketdyne Holdings” or the “Company”) has prepared the accompanying unaudited condensed consolidated financial statements, including its accounts and the accounts of its wholly-owned subsidiaries, in accordance with the instructions to Form 10-Q. The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all of the disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). These interim financial statements should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2014, as filed with the Securities and Exchange Commission (“SEC”). Certain reclassifications have been made to financial information for the prior year to conform to the current year’s presentation.
The Company believes the accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring accruals, necessary for a fair statement of its financial position, results of operations, and cash flows for the periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In addition, the operating results for interim periods may not be indicative of the results of operations for a full year.
The Company is a manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the re-zoning, entitlement, sale, and leasing of the Company’s excess real estate assets. The Company’s continuing operations are organized into two segments:
Aerospace and Defense — includes the operations of the Company’s wholly-owned subsidiary Aerojet Rocketdyne, Inc. (“Aerojet Rocketdyne”), a leading technology-based designer, developer and manufacturer of aerospace and defense products and systems for the United States (“U.S.”) government, including the Department of Defense (“DoD”), the National Aeronautics and Space Administration (“NASA”), major aerospace and defense prime contractors as well as portions of the commercial sector. Aerojet Rocketdyne is a world-recognized engineering and manufacturing company that specializes in the development and production of propulsion systems for defense and space applications, armament systems for precision tactical systems and munitions, and is considered a domestic market leader in launch propulsion, in-space propulsion, missile defense propulsion, tactical missile propulsion and hypersonic propulsion systems.
Real Estate — includes the activities of the Company’s wholly-owned subsidiary Easton Development Company, LLC (“Easton”) related to the re-zoning, entitlement, sale, and leasing of the Company’s excess real estate assets. The Company owns approximately 11,300 acres of land adjacent to U.S. Highway 50 between Rancho Cordova and Folsom, California east of Sacramento (“Sacramento Land”). The Company is currently in the process of seeking zoning changes and other governmental approvals on a portion of the Sacramento Land to optimize its value.
In July 2012, the Company signed a stock and asset purchase agreement (the “Original Purchase Agreement”) with United Technologies Corporation (“UTC”) to acquire the Pratt & Whitney Rocketdyne division (the “Rocketdyne Business”) from UTC for $550 million (the “Acquisition”). On June 12, 2013, the Company and UTC entered into an amended and restated stock and asset purchase agreement (the “Amended and Restated Purchase Agreement”), which amended and restated the Original Purchase Agreement, as amended. On June 14, 2013 , the Company completed the acquisition of substantially all of the Rocketdyne Business pursuant to the Amended and Restated Purchase Agreement. The aggregate consideration to UTC was $411 million which represents the initial purchase price of $550 million reduced by $55 million relating to the potential future acquisition of UTC’s 50% ownership interest of RD Amross, LLC (a joint venture with NPO Energomash of Khimki, Russia which sells RD-180 engines to RD Amross) and the portion of the UTC business that markets and supports the sale of RD-180 engines (the “RDA Acquisition”). The acquisition of UTC’s 50% ownership interest of RD Amross and UTC’s related business was contingent upon certain conditions including receipt of certain Russian governmental regulatory approvals, which was not obtained. Pursuant to the terms of the Amended and Restated Purchase Agreement, either party to such agreement could terminate the obligations to consummate the RDA Acquisition on or after June 12, 2014; provided, however, that such termination date may be extended for up to four additional periods of three months each. On June 14, 2015, the Company’s obligations to consummate the RDA Acquisition expired.
On August 31, 2004, the Company completed the sale of its GDX Automotive business. On November 30, 2005, the Company completed the sale of the Fine Chemicals business (see Note 11).
The Company’s fiscal year ends on November 30 of each year. The fiscal year of the Company’s subsidiary, Aerojet Rocketdyne, ends on the last Saturday of November.
See Note 14 for a discussion of the revisions to fiscal 2014 results.

7



Out of Period Adjustments
During the first quarter of fiscal 2015, the Company recorded out of period adjustments to net sales, costs of sales, and depreciation expense and the related balance sheet accounts. The out of period adjustments were associated with the Rocketdyne Business and related to (i) contract accounting and (ii) property, plant, equipment in-service dates and depreciation methods. The out of period adjustments resulted in the Company increasing its loss from continuing operations before income taxes and net loss in the first quarter of fiscal 2015 by an additional $1.1 million and $0.7 million , respectively.  
During the second quarter of fiscal 2015, the Company recorded out of period adjustments to net sales, cost of sales and the related balance sheet accounts. The out of period adjustments were primarily associated with the Rocketdyne Business and related to the (i) timing of recognition of incentive fees, (ii) the recognition of revenue on a segmented contract, and (iii) the overstatement of an accrued vacation balance. The out of period adjustments resulted in the Company increasing income from continuing operations before income taxes and net income in the second quarter of fiscal 2015 by an additional $1.8 million and $1.1 million , respectively.
The net impact of the identified out of period adjustments on the first and second quarters of fiscal 2015, and for the first half of fiscal 2015, resulted in the Company understating (overstating) income from continuing operations before income taxes and net income of approximately $2.1 million and $1.3 million , ($1.8) million and ($1.1) million , and $0.3 million and $0.2 million , respectively.
Management believes that the above amounts are not material to current or previously reported financial statements.
Revenue Recognition
In the Company’s Aerospace and Defense segment, recognition of profit on long-term contracts requires the use of assumptions and estimates related to the contract value or total contract revenue, the total cost at completion and the measurement of progress towards completion. Due to the nature of the programs, developing the estimated total cost at completion requires the use of significant judgment. Estimates are continually evaluated as work progresses and are revised as necessary. Factors that must be considered in estimating the work to be completed include labor productivity, the nature and technical complexity of the work to be performed, availability and cost volatility of materials, subcontractor and vendor performance, warranty costs, volume assumptions, anticipated labor agreements and inflationary trends, schedule and performance delays, availability of funding from the customer, and the recoverability of costs incurred outside the original contract included in any estimates to complete. The Company reviews contract performance and cost estimates for some contracts at least monthly and for others at least quarterly and more frequently when circumstances significantly change. When a change in estimate is determined to have an impact on contract profit, the Company will record a positive or negative adjustment to the statement of operations. Changes in estimates and assumptions related to the status of certain long-term contracts may have a material effect on the Company’s operating results. The following table summarizes the impact from changes in estimates and assumptions on the statements of operations on contracts, representing 92% of the Company’s aerospace and defense segment net sales over the first half of fiscal 2015 and 2014 , accounted for under the percentage-of-completion method of accounting:
 
Three months ended May 31,
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions, except per share amounts)
Favorable (unfavorable) effect of the changes in contract estimates on income (loss) from continuing operations before income taxes
$
7.0

 
$
(5.2
)
 
$
7.2

 
$
(2.9
)
Favorable (unfavorable) effect of the changes in contract estimates on net income (loss)
4.2

 
(3.1
)
 
4.3

 
(1.6
)
Favorable (unfavorable) effect of the changes in contract estimates on basic net income (loss) per share
0.07

 
(0.05
)
 
0.07

 
(0.03
)
Favorable (unfavorable) effect of the changes in contract estimates on diluted net income (loss) per share
0.06

 
(0.05
)
 
0.06

 
(0.03
)
A detailed description of the Company’s significant accounting policies can be found in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended November 30, 2014 .
Recently Adopted Accounting Pronouncement
In July 2013, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting guidance related to the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met.

8



The Company adopted this guidance beginning in the first quarter of fiscal 2014. As the accounting standard only impacted presentation, the new standard did not have an impact on the Company’s financial position, results of operations, or cash flows.
In April 2014, the FASB issued authoritative guidance which specifies that only disposals, such as a disposal of a major line of business, representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The Company adopted this guidance in the fourth quarter of fiscal 2014. An entity should not apply the amendments in this new guidance to a component of an entity that is classified as held for sale before the effective date even if the component of an entity is disposed of after the effective date. As the accounting standard only impacted presentation, the new standard did not have an impact on the Company’s financial position, results of operations, or cash flows.
Recently Issued Accounting Pronouncement
In May 2014, the FASB amended the existing accounting standards for revenue recognition. The amendments are based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is required to adopt the amendments in the first quarter of fiscal 2018. Early adoption is not permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the impact of these amendments and the transition alternatives on its consolidated financial statements.
In August 2014, the FASB issued an amendment to the accounting guidance related to the evaluation of an entity to continue as a going concern. The amendment establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The update also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. This guidance is effective for the Company as of November 30, 2017. The new guidance is not expected to have an impact on the Company’s financial position, results of operations, or cash flows.
In April 2015, the FASB issued an amendment to the accounting guidance related to the presentation of debt issuance costs. The amendment requires that debt issuance costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.
In May 2015, the FASB issued amended guidance on disclosures for investments in certain entities that calculate net asset value per share (“NAV”) or its equivalent. The new guidance requires the investments for which fair value is measured at NAV (or its equivalent) to be removed from fair value hierarchy.  The Company expects to adopt the new guidance as of  November 30, 2015.  The new guidance will be applied retrospectively to all periods presented.  As the accounting standard only impacts presentation, the new standard will not have an impact on the Company’s financial position, results of operations, or cash flows.

9



Note 2. Income (Loss) Per Share of Common Stock
A reconciliation of the numerator and denominator used to calculate basic and diluted income (loss) per share of common stock (“EPS”) is presented in the following table:

 
Three Months Ended May 31,
 
Six Months Ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions, except per share amounts)
Numerator:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
18.4

 
$
(50.1
)
 
$
14.3

 
$
(52.4
)
(Loss) income from discontinued operations, net of income taxes

 
(0.8
)
 
0.2

 
(0.8
)
Net income (loss)
18.4

 
(50.9
)
 
14.5

 
(53.2
)
Income allocated to participating securities
(0.5
)
 

 
(0.4
)
 

Net income (loss) for basic earnings per share
17.9

 
(50.9
)
 
14.1

 
(53.2
)
Interest on convertible subordinated debentures
1.0

 

 
2.2

 

Net income (loss) for diluted earnings per share
18.9

 
(50.9
)
 
16.3

 
(53.2
)
Denominator:
 
 
 
 
 
 
 
Basic weighted average shares
61.2

 
57.9

 
59.9

 
58.7

Effect of:
 
 
 
 
 
 
 
4  1 / 16 % Convertible Subordinated Debentures (“4  1 / 16 % Debentures”)
10.9

 

 
12.0

 

  Employee stock options and stock purchase plan
0.2

 

 
0.3

 

Diluted weighted average shares
72.3

 
57.9

 
72.2

 
58.7

Basic
 
 
 
 
 
 
 
Income (loss) per share from continuing operations
$
0.29

 
$
(0.87
)
 
$
0.23

 
$
(0.90
)
Loss per share from discontinued operations, net of income taxes

 
(0.01
)
 

 
(0.01
)
Net income (loss) per share
$
0.29

 
$
(0.88
)
 
$
0.23

 
$
(0.91
)
Diluted
 
 
 
 
 
 
 
Income (loss) per share from continuing operations
$
0.26

 
$
(0.87
)
 
$
0.22

 
$
(0.90
)
Loss per share from discontinued operations, net of income taxes

 
(0.01
)
 

 
(0.01
)
Net income (loss) per share
$
0.26

 
$
(0.88
)
 
$
0.22

 
$
(0.91
)
The following table sets forth the potentially dilutive securities excluded from the computation because their effect would have been anti-dilutive:  
 
Three months ended May 31,
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions)
4  1 / 16 % Debentures

 
19.7

 

 
20.4

Employee stock options and stock purchase plan

 
0.7

 

 
0.7

Unvested restricted shares

 
1.5

 

 
1.5

Total potentially dilutive securities

 
21.9

 

 
22.6


10



Note 3. Stock-Based Compensation
Total stock-based compensation expense by type of award for the second quarter and first half of fiscal 2015 and 2014 was as follows:
 
Three months ended May 31,
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions)
Stock appreciation rights
$
1.3

 
$
(0.4
)
 
$
3.8

 
$
(0.5
)
Stock options
0.2

 
0.1

 
0.3

 
0.1

Restricted shares, service based
0.9

 
1.3

 
2.6

 
2.2

Restricted shares, performance based
(0.4
)
 
0.6

 
0.6

 
1.2

Total stock-based compensation expense
$
2.0

 
$
1.6

 
$
7.3

 
$
3.0


In February 2015, the Company began offering an Employee Stock Purchase Plan ("ESPP") to employees. The stock-based compensation expense related to the ESPP was $0.1 million in the first half of fiscal 2015.
Note 4. Balance Sheet Accounts
a. Fair Value of Financial Instruments
The accounting standards use a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following are measured at fair value:
 
 
 
Fair value measurement at May 31, 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
$
203.4

 
$
203.4

 
$

 
$

 
 
 
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

 
$

 
$

As of May 31, 2015 , a summary of cash and cash equivalents and the grantor trust by investment type is as follows:
 
Total
 
Cash and
Cash Equivalents
 
Money Market
Funds
 
(In millions)
Cash and cash equivalents
$
253.5

 
$
60.6

 
$
192.9

Grantor trust (included as a component of other current and noncurrent assets)
10.5

 

 
10.5

 
$
264.0

 
$
60.6

 
$
203.4

The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued compensation, and other accrued liabilities, approximate fair value because of their short maturities.
The estimated fair value and principal amount for the Company’s outstanding debt is presented below:

11



 
Fair Value
 
Principal Amount
 
May 31, 2015
 
November 30, 2014
 
May 31, 2015
 
November 30, 2014
 
(In millions)
Term loan
$
96.3

 
$
98.8

 
$
96.3

 
$
98.8

7.125% Second-Priority Senior Secured Notes (“7  1 / 8 % Notes”)
494.5

 
483.6

 
460.0

 
460.0

4  1 / 16 % Debentures
224.5

 
248.2

 
97.8

 
133.6

Delayed draw term loan
63.0

 
89.0

 
63.0

 
89.0

Other debt
0.7

 
0.8

 
0.8

 
0.8

 
$
879.0

 
$
920.4

 
$
717.9

 
$
782.2

The fair values of the 7  1 / 8 % Notes and 4  1 / 16 % Debentures were determined using broker quotes that are based on open markets for the Company’s debt securities as of May 31, 2015 , and November 30, 2014 (both Level 2 securities). The fair value of the term loans and other debt was determined to approximate carrying value.
b. Accounts Receivable

May 31, 2015

November 30, 2014
 
(In millions)
Billed
$
94.7


$
69.3

Unbilled
109.9


126.1

Reserve for overhead rate disallowance
(31.6
)

(22.9
)
Total receivables under long-term contracts
173.0


172.5

Other receivables
0.7


0.4

Accounts receivable
$
173.7


$
172.9

c. Inventories

May 31, 2015

November 30, 2014
 
(In millions)
Long-term contracts at average cost
$
527.1


$
434.6

Progress payments
(378.0
)

(296.9
)
Total long-term contract inventories
149.1


137.7

Total other inventories
1.2


1.3

Inventories
$
150.3


$
139.0

d. Other Current Assets, net

May 31, 2015
 
November 30, 2014
 
(In millions)
Recoverable from the U.S. government for Rocketdyne Business integration costs (see Note 4(f))
$
10.5

 
$
10.5

Prepaid expenses
9.5

 
11.3

Recoverable from the U.S. government for Competitive Improvement Program severance obligations (see Note 9)
1.1

 

Receivables, net
15.5

 
4.5

Income taxes
1.4

 
2.1

Indemnification receivable from UTC
0.7

 
0.9

Other
6.7

 
8.7

Other current assets, net
$
45.4

 
$
38.0


12



e. Property, Plant and Equipment, net
 
May 31, 2015
 
November 30, 2014
 
(In millions)
Land
$
67.2


$
67.2

Buildings and improvements
285.4


276.9

Machinery and equipment
500.7


474.7

Construction-in-progress
17.1


41.2


870.4


860.0

Less: accumulated depreciation
(514.1
)

(492.5
)
Property, plant and equipment, net
$
356.3


$
367.5

f. Other Noncurrent Assets, net

May 31, 2015

November 30, 2014
 
(In millions)
Recoverable from the U.S. government for Rocketdyne Business integration costs
$
31.3


$
28.0

Deferred financing costs
16.4


18.5

Recoverable from the U.S. government for Competitive Improvement Program severance obligations (see Note 9)
9.6

 

Recoverable from the U.S. government for conditional asset retirement obligations
15.9


17.7

Grantor trust
11.8


11.2

Indemnification receivable from UTC, net
7.0


7.5

Notes receivable, net
9.0

 

Other
8.8


8.7

Other noncurrent assets, net
$
109.8


$
91.6

The current and noncurrent Rocketdyne Business integration costs capitalized as of May 31, 2015 and November 30, 2014 totaled $41.8 million and $38.5 million , respectively. These integration costs are reimbursable by the U.S. government upon its audit and approval that the Company's planned integration savings will exceed its restructuring costs by a factor of at least two to one. In December 2014, the Company was informed that the Defense Contract Audit Agency had completed its audit of the Company’s restructuring proposal and indicated that the Company had achieved the required minimum two to one savings to restructuring cost ratio.  Actual recovery of the previously deferred integration costs will take place after the final execution of an Advance Agreement with the Defense Contract Management Agency and determination from the Under Secretary of Defense that the audited restructuring savings exceed the costs by a factor of two to one.  The Company believes these final two actions will be completed in fiscal 2015. The Company reviews on a quarterly basis the probability of recovery of these costs.
g. Assets Held for Sale
As of February 28, 2015, the Company classified approximately 550 acres of its Sacramento Land, known as Hillsborough and representing a portion of the 6,000 acre Easton Master Plan, as assets held for sale as a result of its plans to sell the Hillsborough land. The Hillsborough land was reported as real estate held for entitlement and leasing as of November 30, 2014. For operating segment reporting, the Hillsborough land has been reported as a part of the Real Estate segment.
During the second quarter of fiscal 2015, the Company finalized the sale of the Hillsborough land for a total purchase price of $57.0 million which was comprised of $46.7 million cash and $10.3 million of promissory notes. The total acreage covered by the Hillsborough land transaction was approximately 700 acres, of which approximately 550 acres was recognized as a sale in the second quarter of fiscal 2015. At the initial closing, the buyer paid $40.0 million cash and executed a $9.0 million promissory note secured by a first lien Deed of Trust on a portion of the sale property which resulted in a gain of $30.6 million in the second quarter of fiscal 2015. The $9.0 million promissory note secured by a first lien Deed of Trust is divided into two components: (i) a $3.0 million 7% promissory note payable 7 years after close of escrow, which includes a possible $1.0 million reduction in principal if the Company is unable to obtain the necessary road and utility approvals, and (ii) a $6.0 million 7% promissory note payable 7 years after close of escrow and only payable after certain environmental clearances associated with "Area 40" (discussed below) are obtained by the Company. The sale also included a $1.3 million non-interest bearing promissory note secured by a first lien Deed of Trust on a portion of the sale property associated with the location of future city roads. In addition, approximately 150 acres of this land, including a 50 -acre portion known as “Area 40,” was held

13



back from the initial closing. Upon receipt of regulatory approvals, a closing will take place for the sale of the developable portions of such holdback acreage for a purchase price of $6.7 million in cash. A summary of the impact of the land sale on the unaudited condensed consolidated statement of operations for the second quarter and first half of fiscal 2015 is as follows (in millions):
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

In November 2014, the Company classified its energy business (the "Energy Business") as assets held for sale as a result of its plans to sell the business. The assets and liabilities of the Energy Business as of May 31, 2015 and November 30, 2014 were insignificant. The plan was a result of management’s decision to focus its capital and resources on its Aerospace and Defense and Real Estate operating segments.  The net sales associated with the Energy Business totaled $0.4 million in the first half of fiscal 2015; net sales associated with the Energy Business totaled $0.6 million in fiscal 2014. For operating segment reporting, the Energy Business has been reported as a part of the Aerospace and Defense segment.  In March 2015, the Company entered into an Asset Purchase Agreement (the "Agreement") to sell its Energy Business to TerraDyne Energy Technology Inc. (“TerraDyne").  TerraDyne was unable to meet the closing conditions and the Agreement was terminated. The Company divested the Energy Business in July 2015 for an insignificant amount of proceeds. The Company incurred approximately $2.5 million of expenses to divest its Energy Business.
h. Other Current Liabilities
 
May 31, 2015
 
November 30, 2014
 
(In millions)
Accrued compensation and employee benefits
$
94.6


$
96.1

Income taxes
16.0

 
14.1

Payable to UTC primarily for Transition Service Agreements
1.3


11.9

Interest payable
12.8


14.6

Contract loss provisions
14.1


13.4

Other
59.7


71.6

Other current liabilities
$
198.5


$
221.7

i. Other Noncurrent Liabilities
 
May 31, 2015
 
November 30, 2014
 
(In millions)
Conditional asset retirement obligations
$
27.7


$
24.4

Pension benefits, non-qualified
18.9


19.1

Deferred compensation
12.5


11.1

Deferred revenue
14.1


7.4

Competitive improvement program obligations (see Note 9)
9.6

 

Other
16.2


17.7

Other noncurrent liabilities
$
99.0


$
79.7

j. Accumulated Other Comprehensive Loss, Net of Income Taxes
Changes in accumulated other comprehensive loss by components, net of $15.1 million of income taxes, related to the Company’s retirement benefit plans are as follows:

14




Actuarial
Losses, Net

Prior Service
Credits, Net

Total
 
(In millions)
November 30, 2014
$
(337.5
)

$
3.3


$
(334.2
)
Amortization of actuarial losses and prior service credits, net of income taxes
24.7


(0.3
)

24.4

May 31, 2015
$
(312.8
)

$
3.0


$
(309.8
)
k. Redeemable Common Stock
The Company inadvertently failed to register with the SEC the issuance of certain of its common shares in its defined contribution 401(k) employee benefit plan (the “Plan”). As a result, certain Plan participants who purchased such securities pursuant to the Plan may have the right to rescind certain of their purchases for consideration equal to the purchase price paid for the securities (or if such security has been sold, to receive consideration with respect to any loss incurred on such sale) plus interest from the date of purchase. As of May 31, 2015 and November 30, 2014, the Company has classified less than 0.1 million and 0.1 million shares, respectively, as redeemable common stock because the redemption features are not within the control of the Company. The Company may also be subject to civil and other penalties by regulatory authorities as a result of the failure to register these shares. These shares have always been treated as outstanding for financial reporting purposes. In June 2008, the Company filed a registration statement on Form S-8 to register future transactions in the Company's stock fund in the Plan. During the first half of fiscal 2015 , the Company recorded $0.7 million for realized gains and interest associated with this matter.
l. Treasury Stock
During fiscal 2014, the Company repurchased 3.5 million of its common shares at a cost of $64.5 million . The Company reflects stock repurchases in its financial statements on a “settlement” basis.
Note 5. Income Taxes
The income tax provision for the first half of fiscal 2015 and 2014 was as follows:
 
Six months ended May 31,
 
2015
 
2014
 
(In millions)
Federal and state current income tax expense
$
16.8


$
4.2

Net deferred benefit
(0.6
)

(4.1
)
Research and development credits
(1.5
)

1.1

Income tax provision
$
14.7


$
1.2

Cash paid for income taxes
$
10.2


$
1.7

In the first half of fiscal 2015, the income tax provision recorded differs from the expected tax that would be calculated by applying the federal statutory rate to the Company's income before income taxes primarily due to the re-enactment of the federal research and development credit in December 2014 for calendar year 2014 which has been treated as a discrete event in the first half of fiscal 2015, as well as the impacts from state income taxes and certain expenditures which are permanently not deductible for tax purposes. In the first half of fiscal 2014, the income tax provision recorded differs from the expected tax that would be calculated by applying the federal statutory rate to the Company's loss before income taxes due to the significant non-deductible premium on the 4  1 / 16 % Debentures repurchased in the first half of fiscal 2014, which the Company has treated as a discrete event, as well as the impacts from state income taxes and certain expenditures which are permanently not deductible for tax purposes.
As of May 31, 2015 , the total liability for uncertain income tax positions, including accrued interest and penalties, was $7.5 million . Due to the high degree of uncertainty regarding the timing of potential future cash flows associated with the respective liabilities, the Company is unable to make a reasonably reliable estimate of the amount and period in which these liabilities might be paid.

15



Note 6. Long-term Debt
 
May 31, 2015
 
November 30, 2014
 
(In millions)
Term loan, bearing interest at variable rates (rate of 2.52% as of May 31, 2015), payable in quarterly installments of $1.3 million plus interest, maturing in May 2019
$
96.3


$
98.8

Total senior debt
96.3


98.8

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

Total senior secured notes
460.0


460.0

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
97.8


133.6

Total convertible subordinated notes
98.0


133.8

Delayed draw term loan, bearing interest at variable rates (rate of 9.50% as of May 31, 2015), maturing in April 2022
63.0


89.0

Capital lease, payable in monthly installments, maturing in March 2017
0.6


0.6

Total other debt
63.6


89.6

Total debt
717.9


782.2

Less: Amounts due within one year
(5.3
)

(5.3
)
Total long-term debt
$
712.6


$
776.9

Senior Credit Facility
On January 14, 2013, the Company, executed an amendment (the “Third Amendment”) to the senior credit facility (the “Senior Credit Facility”) with the lenders identified therein, and Wells Fargo Bank, National Association, as administrative agent. The Third Amendment, among other things, allowed for the 7  1 / 8 % Notes to be secured by a first priority security interest in the escrow account into which the proceeds of the 7  1 / 8 % Notes offering were deposited pending the consummation of the Acquisition.
In connection with the consummation of the Acquisition, the Company added Pratt & Whitney Rocketdyne, Inc. (“PWR”), Arde, Inc. (“Arde”) and Arde-Barinco, Inc. (“Arde-Barinco”) as subsidiary guarantors under its Senior Credit Facility pursuant to that certain Joinder Agreement, dated as of June 14, 2013, by and among PWR, Arde, Arde-Barinco, the Company and Wells Fargo Bank, National Association, as administrative agent. In connection with the consummation of the Acquisition, the name of PWR was changed to Aerojet Rocketdyne of DE, Inc. and the name of Aerojet-General Corporation, an existing subsidiary guarantor at the time of the Acquisition, was changed to Aerojet Rocketdyne, Inc.
On May 30, 2014, the Company, with its wholly-owned subsidiaries Aerojet Rocketdyne, Inc., Aerojet Rocketdyne of DE, Inc., Arde, and Arde-Barinco as guarantors, executed an amendment to the Senior Credit Facility with the lenders identified therein, and Wells Fargo Bank, National Association, as administrative agent. This amendment to the Senior Credit Facility replaces the Company’s prior credit facility and, among other things, (i) extends the maturity date to May 30, 2019 (which date may be accelerated in certain cases); and (ii) replaces the existing revolving credit facility and credit-linked facility with (x) a revolving credit facility in an aggregate principal amount of up to $200.0 million (with a $100.0 million subfacility for standby letters of credit and a $5.0 million subfacility for swingline loans) and (y) a term loan facility in an aggregate principal amount of up to $100.0 million . The term loan facility will amortize at a rate of 5.0% of the original principal amount per annum to be paid in equal quarterly installments with any remaining amounts due on the maturity date. Outstanding indebtedness under the Senior Credit Facility may be voluntarily prepaid at any time, in whole or in part, in general without premium or penalty.
The Company and the guarantors (collectively, the “Loan Parties”) guarantee the payment obligations of the Company under the Senior Credit Facility. Any borrowings are further secured by (i) certain equity interests owned or held by the Loan Parties and 65% of the voting stock (and 100% of the non-voting stock) of all present and future first-tier foreign subsidiaries of the Loan Parties; (ii) substantially all of the tangible and intangible personal property and assets of the Loan Parties; and (iii) certain real property owned by the Loan Parties located in Culpeper, Virginia, Redmond, Washington and Canoga Park, California. All of the Company’s other real property is excluded from collateralization under the Senior Credit Facility.
As of May 31, 2015 , the Company had $46.4 million outstanding letters of credit under the $100.0 million subfacility for standby letters of credit and had $96.3 million outstanding under the term loan facility.

16



In general, borrowings under the Senior Credit Facility bear interest at a rate equal to LIBOR plus 250 basis points (subject to downward adjustment), or the base rate as it is defined in the credit agreement governing the Senior Credit Facility. In addition, the Company is charged a commitment fee of 50 basis points per annum on unused amounts of the revolving credit facility (subject to downward adjustment) and 250 basis points per annum (subject to downward adjustment), along with a fronting fee of 25 basis points per annum, on the undrawn amount of all outstanding letters of credit.
The Company is subject to certain limitations including the ability to incur additional debt, make certain investments and acquisitions, and make certain restricted payments, including stock repurchases and dividends. The Senior Credit Facility includes events of default usual and customary for facilities of this nature, the occurrence of which could lead to an acceleration of the Company’s obligations thereunder. Additionally, the Senior Credit Facility includes certain financial covenants, including that the Company maintain (i) a maximum total leverage ratio, calculated net of cash up to a maximum of $150.0 million , of 4.50 to 1.00 through the fiscal period ending November 30, 2015, 4.25 to 1.00 through fiscal periods ending November 30, 2017, and 4.00 to 1.00 thereafter; and (ii) a minimum interest coverage ratio of 2.40 to 1.00 .
Financial Covenant
Actual Ratios as of
May 31, 2015
  
Required Ratios
Interest coverage ratio, as defined under the Senior Credit Facility
4.36 to 1.00
  
Not less than: 2.40 to 1.00
Leverage ratio, as defined under the Senior Credit Facility
2.55 to 1.00
  
Not greater than: 4.50 to 1.00
The Company was in compliance with its financial and non-financial covenants as of May 31, 2015 .
4.0625%  Convertible Subordinated Debentures
As of May 31, 2015 , the Company had $97.8 million outstanding principal of its 4  1 / 16 % Debentures, convertible into 10.9 million of shares of common stock. During the first half of fiscal 2015, $35.8 million of 4  1 / 16 % Debentures were converted to 4.0 million shares of common stock.
During the first half of fiscal 2014, the Company repurchased $50.2 million principal amount of its 4  1 / 16 % Debentures at various prices ranging from 195% of par to 212% of par. A summary of the Company’s 4  1 / 16 % Debentures repurchased during the first half of fiscal 2014 is as follows (in millions):    
Principal amount repurchased
$
50.2

Cash repurchase price
(100.8
)
Write-off of deferred financing costs
(0.2
)
Loss on 4  1 / 16 % Debentures repurchased
$
(50.8
)
Delayed Draw Term Loan
As of May 31, 2015 , the Company had $63.0 million outstanding under the delayed draw term loan facility. During the first half of fiscal 2015, the Company retired $26.0 million principal amount of its delayed draw term loan. See Note 16 for recent activity.
Note 7. Commitments and Contingencies
a. Legal Matters
The Company and its subsidiaries are subject to legal proceedings, including litigation in U.S. federal and state courts, which arise out of, and are incidental to, the ordinary course of the Company’s on-going and historical businesses. The Company is also subject from time to time to governmental investigations by federal and state agencies. The Company cannot predict the outcome of such proceedings with any degree of certainty. Loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded. These estimates are often initially developed substantially earlier than when the ultimate loss is known, and are refined each quarterly reporting period as additional information becomes available. For legal settlements where there is no stated amount for interest, the Company will estimate an interest factor and discount the liability accordingly.
Asbestos Litigation
The Company has been, and continues to be, named as a defendant in lawsuits alleging personal injury or death due to exposure to asbestos in building materials, products, or in manufacturing operations. The majority of cases are pending in Texas and Illinois. There were 83 asbestos cases brought by individual plaintiffs pending as of May 31, 2015 .

17



Given the lack of any significant consistency to claims (i.e., as to product, operational site, or other relevant assertions) filed against the Company, the Company is unable to make a reasonable estimate of the future costs of pending claims or unasserted claims. Accordingly, no estimate of future liability has been accrued.
In 2011, Aerojet Rocketdyne received a letter demand from AMEC, plc, (“AMEC”) the successor entity to the 1981 purchaser of the business assets of Barnard & Burk, Inc., a former Aerojet Rocketdyne subsidiary, for Aerojet Rocketdyne to assume the defense of sixteen asbestos cases, involving 271 plaintiffs, pending in Louisiana, and reimbursement of over $1.7 million in past legal fees and expenses. AMEC is asserting that Aerojet Rocketdyne retained those liabilities when it sold the Barnard & Burk assets and agreed to indemnify the purchaser therefor. Under the relevant purchase agreement, the purchaser assumed only certain, specified liabilities relating to the operation of Barnard & Burk before the sale, with Barnard & Burk retaining all unassumed pre-closing liabilities, and Aerojet Rocketdyne agreed to indemnify the purchaser against unassumed liabilities that are asserted against it. Based on the information provided, Aerojet Rocketdyne declined to accept the liability and requested additional information from AMEC pertaining to the basis of the demand. On April 3, 2013, AMEC filed a complaint for breach of contract against Aerojet Rocketdyne in Sacramento County Superior Court, AMEC Construction Management, Inc. v. Aerojet-General Corporation, Case No. 342013001424718 . AMEC contends it has incurred approximately $3.0 million in past legal fees and expenses. Aerojet Rocketdyne filed its answer to the complaint denying AMEC’s allegations as well as a cross-complaint against AMEC for breach of its obligations under the purchase agreement in addition to other claims for relief. Discovery is ongoing. The parties attended a mediation session on December 9, 2014 and negotiations are ongoing. Aerojet Rocketdyne filed a Motion for Summary Judgment which is scheduled for hearing on August 20, 2015. Trial date is scheduled to commence on October 19, 2015. As of May 31, 2015 , the Company has accrued $0.2 million related to this matter. None of the expenditures related to this matter are recoverable from the U.S. government.
Inflective, Inc. (“Inflective”) Litigation
On December 18, 2014, Inflective filed a complaint against Aerojet Rocketdyne and Kathleen E. Redd, individually, in the Superior Court of the State of California, Sacramento County, Inflective, Inc. v Aerojet Rocketdyne, Inc., Kathleen E. Redd, et al, Case No. T4358. Inflective asserts in the complaint causes for breach of contract, breach of implied contract, false promise, inducing breach of contract, intentional interference with contractual relations, negligent interference with prospective economic relations, and intentional interference with prospective economic relations and is seeking damages in excess of $3.0 million , punitive damages, interest and attorney’s costs. The complaint arises out of the Company’s implementation of ProjectOne, a company-wide enterprise resource planning (“ERP”) system, for which Inflective had been a consultant to the Company. The Company believes the allegations are without merit and intends to contest this matter vigorously. On February 6, 2015, Aerojet Rocketdyne and Ms. Redd filed a demurrer to the complaint seeking to have the complaint dismissed for failure to allege facts sufficient to support the causes of action therein. On June 9, 2015, the Court sustained the demurrer in part and overruled the demurrer in part, with leave to amend.  On June 18, 2015, Inflective filed an amended complaint in which it reiterated all the causes of action dismissed by the Court.  On June 30, 2015, Aerojet Rocketdyne and Ms. Redd filed a demurrer and motion to strike seeking to have (a) all claims and references to a purported “finder’s fee” stricken from the case and (b) the causes of action against Ms. Redd for intentional and negligent interference with prospective business relations dismissed with prejudice.  The hearing for the demurrer and motion is scheduled for September 30, 2015. The Company has no t recorded any liability for this matter as of May 31, 2015.
Socorro
On May 12, 2015, a complaint for personal injuries, loss of consortium and punitive damages was filed by James Chavez, Andrew Baca, and their respective spouses, against Aerojet Rocketdyne and the Board of Regents of New Mexico Tech in the Seventh Judicial District, County of Socorro, New Mexico, James Chavez, et al., vs. Aerojet Rocketdyne, Inc., et al., Case No. D725CV201500047. Messrs. Chavez and Baca were employees of Aerotek, a contractor to Aerojet Rocketdyne, who were injured when excess energetic materials being managed by the Energetic Materials Research and Testing Center, a research division of New Mexico Tech, ignited in an unplanned manner. The complaint alleges causes of action based on negligence and negligence per se, strict liability, and willful, reckless and wanton conduct against Aerojet Rocketdyne, and seeks unspecified compensatory and punitive damages. The Company will defend this action vigorously. The Company has alerted its insurance carriers of this action. No liability for this matter has been recorded by the Company as of May 31, 2015.
Occupational Safety
On January 16, 2015, the Company received a notice that the State of California, Division of Occupational Safety & Health (“Cal\OSHA”), Bureau of Investigation (“BOI”) is conducting an investigation into an accident that occurred at the Rancho Cordova facility in November 2013.  The accident involved the deflagration of solid rocket propellant following a remote cutting operation and resulted in injuries to two employees, one of whom ultimately died from his injuries.  Cal\OSHA issued nine citations relating to the accident with penalties of approximately $0.1 million , all of which the Company has appealed. The BOI is the criminal investigatory arm of Cal\OSHA and is required by law to investigate any occupational

18



fatality to determine if criminal charges will be recommended. The Company does not believe that circumstances in this matter warrant a criminal recommendation although there can be no assurance on how the BOI will conclude.  
b. Environmental Matters
The Company is involved in over forty environmental matters under the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation Recovery Act, and other federal, state, local, and foreign laws relating to soil and groundwater contamination, hazardous waste management activities, and other environmental matters at some of its current and former facilities. The Company is also involved in a number of remedial activities at third party sites, not owned by the Company, where it is designated a potentially responsible party (“PRP”) by either the U.S. Environmental Protection Agency (“EPA”) and/or a state agency. In many of these matters, the Company is involved with other PRPs. In many instances, the Company’s liability and proportionate share of costs have not been determined largely due to uncertainties as to the nature and extent of site conditions and the Company’s involvement. While government agencies frequently claim PRPs are jointly and severally liable at such sites, in the Company’s experience, interim and final allocations of liability and costs are generally made based on relative contributions of waste or contamination. Anticipated costs associated with environmental remediation that are probable and estimable are accrued. In cases where a date to complete remedial activities at a particular site cannot be determined by reference to agreements or otherwise, the Company projects costs over an appropriate time period not exceeding fifteen years ; in such cases, generally the Company does not have the ability to reasonably estimate environmental remediation costs that are beyond this period. Factors that could result in changes to the Company’s estimates include completion of current and future soil and groundwater investigations, new claims, future agency demands, discovery of more or less contamination than expected, discovery of new contaminants, modification of planned remedial actions, changes in estimated time required to remediate, new technologies, and changes in laws and regulations.
As of May 31, 2015 , the aggregate range of these anticipated environmental costs was $161.5 million to $276.3 million and the accrued amount was $161.5 million . See Note 7(c) for a summary of the environmental reserve activity. Of these accrued liabilities, approximately 97% relates to the Company’s U.S. government contracting business and a portion of this liability is recoverable. The significant environmental sites are discussed below. The balance of the accrued liabilities, which are not recoverable from the U.S. government, relate to other sites for which the Company’s obligations are probable and estimable.
Sacramento, California Site
In 1989, a federal district court in California approved a Partial Consent Decree (“PCD”) requiring Aerojet Rocketdyne, among other things, to conduct a Remedial Investigation and Feasibility Study (“RI/FS”) to determine the nature and extent of impacts due to the release of chemicals from the Sacramento, California site, monitor the American River and offsite public water supply wells, operate Groundwater Extraction and Treatment facilities that collect groundwater at the site perimeter, and pay certain government oversight costs. The primary chemicals of concern for both on-site and off-site groundwater are trichloroethylene, perchlorate, and n-nitrosodimethylamine. The PCD has been revised several times, most recently in 2002. The 2002 PCD revision (a) separated the Sacramento site into multiple operable units to allow quicker implementation of remedy for critical areas; (b) required the Company to guarantee up to $75 million (in addition to a prior $20 million guarantee) to assure that Aerojet Rocketdyne’s Sacramento remediation activities are fully funded; and (c) removed approximately 2,600 acres of non-contaminated land from the EPA superfund designation.
Aerojet Rocketdyne is involved in various stages of soil and groundwater investigation, remedy selection, design, and remedy construction associated with the operable units. In 2002, the EPA issued a Unilateral Administrative Order (“UAO”) requiring Aerojet Rocketdyne to implement the EPA-approved remedial action in the Western Groundwater Operable Unit. An identical order was issued by the California Regional Water Quality Control Board, Central Valley (“Central Valley RWQCB”). On July 7, 2011, the EPA issued Aerojet Rocketdyne its Approval of Remedial Action Construction Completion Report for Western Groundwater Operable Unit and its Determination of Remedy as Operational and Functional. On September 20, 2011, the EPA issued two UAOs to Aerojet Rocketdyne to complete a remedial design and implement remedial action for the Perimeter Groundwater Operable Unit. One UAO addresses groundwater and the other addresses soils within the Perimeter Groundwater Operable Unit. Issuance of the UAOs is the next step in the superfund process for the Perimeter Groundwater Operable Unit. Aerojet Rocketdyne submitted a final Remedial Investigation Report for the Boundary Operable Unit in 2010 and a revised Feasibility Study for the Boundary Operable Unit in 2012. A Record of Decision is anticipated to be issued by the EPA by mid-2015. A draft Remedial Investigation Report for the Island Operable Unit was submitted in January 2013 and a Final Remedial Investigation Report is anticipated after issuance of the Boundary Operable Unit Record of Decision. The remaining operable units are under various stages of investigation.
The entire southern portion of the site known as Rio Del Oro was under state orders issued in the 1990s from the Department of Toxic Substances Control (“DTSC”) to investigate and remediate environmental contamination in the soils and the Central Valley RWQCB to investigate and remediate groundwater environmental contamination. On March 14, 2008, the DTSC released all but approximately 400 acres of the Rio Del Oro property from DTSC’s environmental orders regarding soil contamination. Aerojet Rocketdyne expects the approximately 400 acres of Rio Del Oro property that remain subject to the

19



DTSC orders to be released once the soil remediation has been completed. The Rio Del Oro property remains subject to the Central Valley RWQCB’s orders to investigate and remediate groundwater environmental contamination emanating offsite from such property. Pursuant to a settlement agreement entered into in 2009, Aerojet Rocketdyne and Boeing have defined responsibilities with respect to future costs and environmental projects relating to this property.
As of May 31, 2015 , the estimated range of anticipated costs discussed above for the Sacramento, California site was $133.2 million to $215.8 million and the accrued amount was $133.2 million included as a component of the Company’s environmental reserves. Expenditures associated with this matter are partially recoverable. See Note 7(c) below for further discussion on recoverability.
Baldwin Park Operable Unit (“BPOU”)
As a result of its former Azusa, California operations, in 1994 Aerojet Rocketdyne was named a PRP by the EPA in the area of the San Gabriel Valley Basin superfund site known as the BPOU. Between 1995 and 1997, the EPA issued Special Notice Letters to Aerojet Rocketdyne and eighteen other companies requesting that they implement a groundwater remedy. On June 30, 2000, the EPA issued a UAO ordering the PRPs to implement a remedy consistent with the 1994 record of decision. Aerojet Rocketdyne, along with seven other PRPs (the "Cooperating Respondents”) signed a Project Agreement in late March 2002 with the San Gabriel Basin Water Quality Authority, the Main San Gabriel Basin Watermaster, and five water companies. The Project Agreement, which has a term of fifteen years, became effective May 9, 2002 and will terminate in May 2017 . It is uncertain as to what remedial actions will be required beyond May 2017. However, the Project Agreement stipulates that the parties agree to negotiate in good faith in an effort to reach agreement as to the terms and conditions of an extension of the term in the event that a Final Record of Decision anticipates, or any of the parties desire, the continued operation of all or a substantial portion of the project facilities. In November 2014, the EPA met with representatives from the Cooperating Respondents regarding the end of the Project Agreement and plans for discussions with the water entities. The EPA, the water entities that are parties to the Project Agreement and the Cooperating Respondents have begun settlement discussions regarding the expiration of the Project Agreement and the path forward. Pursuant to the Project Agreement, the Cooperating Respondents fund through an escrow account the capital, operational, maintenance, and administrative costs of certain treatment and water distribution facilities to be owned and operated by the water companies. There are also provisions in the Project Agreement for maintaining financial assurance.
Aerojet Rocketdyne and the other Cooperating Respondents entered into an interim allocation agreement, which was renewed effective March 28, 2014 , that establishes the interim payment obligations, subject to final reallocation, of the Cooperating Respondents for the costs incurred pursuant to the Project Agreement. Under the interim allocation, Aerojet Rocketdyne is responsible for approximately 70% (increased from approximately 68% ) of all project costs. Since entering into the Project Agreement, two of the Cooperating Respondents, Huffy Corporation (“Huffy”) and Fairchild Corporation (“Fairchild”), have filed for bankruptcy and are no longer participating in the Project Agreement. The interim allocation has been adjusted to account for their shares. On September 30, 2014, another of the Cooperating Respondents, Reichhold, Inc., filed for bankruptcy under Chapter 11. Reichhold has not accepted or rejected the Project Agreement, but did not provide its share of additional funding required in December 2014 under the Project Agreement.   The financial assurance Reichhold previously provided to the Trust under the Project Agreement is being accessed by the Trust to fund Reichhold’s share.  If Reichhold stops paying, Aerojet Rocketdyne and the remaining Cooperating Respondents will be required to make up the Reichhold share once its security is deemed insufficient or has otherwise been exhausted. Prior to filing for bankruptcy, Fairchild filed suit against the other Cooperating Respondents (the “Fairchild Litigation”), but the litigation is dormant under a bankruptcy court stay, and has been the subject of the mediation and tentative settlement discussed below.
On June 24, 2010, Aerojet Rocketdyne filed a complaint against Chubb Custom Insurance Company in Los Angeles County Superior Court, Aerojet-General Corporation v. Chubb Custom Insurance Company Case No. BC440284 , seeking declaratory relief and damages regarding Chubb’s failure to pay certain project modification costs and failure to issue an endorsement to add other water sources that may require treatment as required under insurance policies issued to Aerojet Rocketdyne and the other Cooperating Respondents. Aerojet Rocketdyne agreed to dismiss the case without prejudice and a settlement was reached with Chubb, but required Fairchild’s agreement. Attempts to obtain Fairchild’s agreement included a motion before the Fairchild Bankruptcy Court by the Cooperating Respondents (including Aerojet Rocketdyne) seeking approval of the settlement with Chubb. That motion was denied without prejudice, and the Court directed the parties to mediation in an effort to resolve the claims between the Cooperating Respondents and Fairchild over responsibility for the remediation costs previously paid by Fairchild and the Cooperating Respondents (involved in the Fairchild Litigation) and
approval by Fairchild of the Chubb settlement. Following a mediation and negotiations over language, settlement agreements were reached (1) as between The Fairchild Liquidating Trust, on the one hand, and the Cooperating Respondents (including Reichhold), on the other hand, resolving the Fairchild Litigation and (2) as between Chubb, on the one hand, and the insureds under the Chubb Policy (including Reichhold and the other Cooperating Respondents ) and the Fairchild Liquidating Trust, on the other hand. The settlements provide for (1) payment by Chubb of $2 million , of which Fairchild would receive $0.3 million and the remainder would be payable to Aerojet Rocketdyne and the other Cooperating Respondents on the basis of their interim allocations; (2) the replacement of bankruptcy claims filed by individual Cooperating Respondents with a single allowed

20



General Unsecured Claim on behalf of all the Cooperating Respondents in the amount of $3.3 million ; and (3) mutual dismissals with prejudice in the Fairchild Litigation. The settlements are effective. If Chubb does not fund the settlement by September 21, 2015 (and the settlement requires it to fund by July 23, 2015), Fairchild retains the right to terminate its settlement with the other Cooperating Respondents.
As part of Aerojet Rocketdyne’s sale of its Electronics and Information Systems (“EIS”) business to Northrop in October 2001, the EPA approved a Prospective Purchaser Agreement with Northrop to absolve it of pre-closing liability for contamination caused by the Azusa, California operations, which liability remains with Aerojet Rocketdyne. As part of that agreement, the Company agreed to provide a $25 million guarantee of Aerojet Rocketdyne’s obligations under the Project Agreement.
As of May 31, 2015 , the estimated range of anticipated costs through the term of the Project Agreement for the BPOU site, which expires in 2017 , was $15.5 million to $33.5 million and the accrued amount was $15.5 million included as a component of the Company’s environmental reserves. As of May 31, 2015 , no reserve has been accrued for this matter for the period after expiration of the Project Agreement. The Company cannot yet estimate the future cost due to the uncertainty of project definition, participation and approval by numerous third parties and the regulatory agencies, and the length of a Project Agreement. When the Company is able to estimate such costs, which may result this fiscal year from the ongoing settlement discussions among the parties, a reserve for periods after the expiration of the Project Agreement will be established, which could potentially be for a period of up to 15 years. Expenditures associated with this matter are partially recoverable. See Note 7(c) below for further discussion on recoverability.
Toledo, Ohio Site
The Company previously manufactured products for the automotive industry at a Toledo, Ohio site, which was adjacent to the Ottawa River. This facility was divested in 1990 and the Company indemnified the buyer for claims and liabilities arising out of certain pre-divestiture environmental matters. In August 2007, the Company, along with numerous other companies, received from the United States Department of Interior Fish and Wildlife Service a notice of a Natural Resource Damage (“NRD”) Assessment Plan for the Ottawa River and Northern Maumee Bay. A group of PRPs, including the Company, was formed to respond to the NRD assessment and to pursue funding from the Great Lakes Legacy Act for primary restoration. In August 2013, the PRPs voted to accept the State and Federal Trustees’ proposal resolving the NRD Assessment and other claims. A Consent Decree must be negotiated and approved before the settlement becomes final. As of May 31, 2015, the estimated range of the Company’s share of anticipated costs for the NRD matter was zero to $0.2 million and the Company does not have a liability recorded. None of the expenditures related to this matter are recoverable from the U.S. government.
Wabash, Indiana Site
The Company owned and operated a former rubber processing plant in Wabash, Indiana from 1937 to 2004. Pursuant to a request from the Indiana Department of Environmental Management (“IDEM”), the Company conducted an initial site investigation of the soil and groundwater at the site and a report was submitted to IDEM. By letter of June 11, 2014, IDEM directed the Company to conduct additional investigation of the site, including a vapor intrusion investigation in areas in and around the site where trichloroethene levels in groundwater were found to exceed screening levels for vapor intrusion. Vapor mitigation systems were installed in one residence and one business where indoor air screening levels were exceeded and efforts are ongoing to install mitigation systems at a third location.  During investigation of potential vapor mitigation systems at the third location, a currently unoccupied residence, a previously unknown water well was discovered under the residence.  Closure of the well and ongoing dewatering of the basement may be necessary in addition to installation of a vapor mitigation system. The Company is conducting further investigations of the site in accordance with the IDEM request and approved work plan. The Company sent demands to other former owners/operators of the site to participate in the site work, but no party has agreed to participate as of yet. As of May 31, 2015 , the estimated range of the Company's share of anticipated costs for the Wabash, Indiana site was $0.7 million to $1.1 million and the accrued amount was $0.7 million . None of the expenditures related to this matter are recoverable from the U.S. government.
c. Environmental Reserves and Estimated Recoveries
Environmental Reserves
The Company reviews on a quarterly basis estimated future remediation costs and has an established practice of estimating environmental remediation costs over a fifteen year period, except for those environmental remediation costs with a specific contractual term. Environmental liabilities at the BPOU site are estimated through the term of the Project Agreement, which expires in May 2017 . As the period for which estimated environmental remediation costs increases, the reliability of such estimates decreases. These estimates consider the investigative work and analysis of engineers, outside environmental consultants, and the advice of legal staff regarding the status and anticipated results of various administrative and legal proceedings. In most cases, only a range of reasonably possible costs can be estimated. In establishing the Company’s reserves, the most probable estimate is used when determinable; otherwise, the minimum amount is used when no single amount in the range is more probable. Accordingly, such estimates can change as the Company periodically evaluates and revises these

21



estimates as new information becomes available. The Company cannot predict whether new information gained as projects progress will affect the estimated liability accrued. The timing of payment for estimated future environmental costs is influenced by a number of factors such as the regulatory approval process, and the time required to design, construct, and implement the remedy.
A summary of the Company’s environmental reserve activity is shown below:

Aerojet
Rocketdyne-
Sacramento

Aerojet
Rocketdyne-
BPOU

Other
Aerojet
Rocketdyne
Sites

Total
Aerojet
Rocketdyne

Other

Total
Environmental
Reserve
 
(In millions)
November 30, 2014
$
130.4


$
21.7


$
8.1

 
$
160.2

 
$
5.8

 
$
166.0

Additions
11.8


(0.7
)

0.3

 
11.4

 
0.2

 
11.6

Expenditures
(9.0
)

(5.5
)

(1.1
)
 
(15.6
)
 
(0.5
)
 
(16.1
)
May 31, 2015
$
133.2


$
15.5


$
7.3


$
156.0


$
5.5


$
161.5

The effect of the final resolution of environmental matters and the Company’s obligations for environmental remediation and compliance cannot be accurately predicted due to the uncertainty concerning both the amount and timing of future expenditures and due to regulatory or technological changes. The Company continues its efforts to mitigate past and future costs through pursuit of claims for recoveries from insurance coverage and other PRPs and continued investigation of new and more cost effective remediation alternatives and associated technologies.
As part of the acquisition of the Atlantic Research Corporation (“ARC”) propulsion business in 2003, Aerojet Rocketdyne entered into an agreement with ARC pursuant to which Aerojet Rocketdyne is responsible for up to $20.0 million of costs (“Pre-Close Environmental Costs”) associated with environmental issues that arose prior to Aerojet Rocketdyne’s acquisition of the ARC propulsion business. ARC is responsible for any cleanup costs relating to the ARC acquired businesses in excess of $20.0 million . Pursuant to a separate agreement with the U.S. government which was entered into prior to the completion of the ARC acquisition, these costs are recovered through the establishment of prices for Aerojet Rocketdyne’s products and services sold to the U.S. government. A summary of the Pre-Close Environmental Costs is shown below (in millions):
Pre-Close Environmental Costs
$
20.0

Amount spent through May 31, 2015
(17.9
)
Amount included as a component of reserves for environmental remediation costs in the unaudited condensed consolidated balance sheet as of May 31, 2015
(2.1
)
Remaining Pre-Close Environmental Costs
$

Estimated Recoveries
On January 12, 1999, Aerojet Rocketdyne and the U.S. government implemented the October 1997 Agreement in Principle (“Global Settlement”) resolving certain prior environmental and facility disagreements, with retroactive effect to December 1, 1998. Under the Global Settlement, Aerojet Rocketdyne and the U.S. government resolved disagreements about an appropriate cost-sharing ratio with respect to the clean-up costs of the environmental contamination at the Sacramento and the former Azusa sites. The Global Settlement cost-sharing ratio does not have a defined term over which costs will be recovered. Additionally, in conjunction with the sale of the EIS business in 2001, Aerojet Rocketdyne entered into an agreement with Northrop (the “Northrop Agreement”) whereby Aerojet Rocketdyne is reimbursed by Northrop for a portion of environmental expenditures eligible for recovery under the Global Settlement, subject to annual and cumulative limitations. The current annual billing limitation to Northrop is $6.0 million .
Pursuant to the Global Settlement, prior to the third quarter of fiscal 2010, approximately 12% of environmental costs related to Aerojet Rocketdyne’s Sacramento site and its former Azusa site were charged to the condensed consolidated statements of operations. Subsequent to the third quarter of fiscal 2010, because the Company’s estimated environmental costs reached the reimbursement ceiling under the Northrop Agreement, approximately 37% of such costs will not be reimbursable and are therefore directly charged to the condensed consolidated statements of operations.
Allowable environmental costs are charged to the Company’s contracts as the costs are incurred. Aerojet Rocketdyne’s mix of contracts can affect the actual reimbursement made by the U.S. government. Because these costs are recovered through forward-pricing arrangements, the ability of Aerojet Rocketdyne to continue recovering these costs from the U.S. government depends on Aerojet Rocketdyne’s sustained business volume under U.S. government contracts and programs.

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Pursuant to the Northrop Agreement, environmental expenditures to be reimbursed are subject to annual limitations and the total reimbursements are limited to a ceiling of $189.7 million . A summary of the Northrop Agreement activity is shown below (in millions):
Total reimbursable costs under the Northrop Agreement
$
189.7

Amount reimbursed to the Company through May 31, 2015
(110.2
)
Potential future cost reimbursements available
79.5

Less: Long-term receivable from Northrop included in the unaudited condensed consolidated balance sheet as of May 31, 2015
(69.7
)
Less: Short-term receivable from Northrop included in the unaudited condensed consolidated balance sheet as of May 31, 2015
(6.0
)
Less: Amounts recoverable from Northrop included in recoverable from the U.S. government and other third parties for environmental remediation costs in the unaudited condensed consolidated balance sheet as of May 31, 2015
(3.8
)
Potential future recoverable amounts available under the Northrop Agreement
$

The Company’s applicable cost estimates reached the cumulative limitation under the Northrop Agreement during the third quarter of fiscal 2010. The Company has expensed $33.4 million of environmental remediation provision adjustments above the cumulative limitation under the Northrop Agreement through May 31, 2015 . Accordingly, subsequent to the third quarter of fiscal 2010, the Company has incurred a higher percentage of expense related to additions to the Sacramento site and BPOU site environmental reserve until, and if, an arrangement is reached with the U.S. government. While the Company is currently seeking an arrangement with the U.S. government to recover environmental expenditures in excess of the reimbursement ceiling identified in the Northrop Agreement, there can be no assurances that such a recovery will be obtained, or if not obtained, that such unreimbursed environmental expenditures will not have a materially adverse effect on the Company’s operating results, financial condition, and/or cash flows.
Environmental reserves and estimated recoveries impact to unaudited condensed consolidated statements of operations
The expenses associated with adjustments to the environmental reserves are recorded as a component of other expense, net in the unaudited condensed consolidated statements of operations. Summarized financial information for the impact of environmental reserves and recoveries to the unaudited condensed consolidated statements of operations is set forth below:
 
Three months ended May 31,
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions)
Estimated recoverable amounts under U.S. government contracts
$
4.5

 
$
2.6

 
$
7.9

 
$
7.7

Expense to unaudited condensed consolidated statement of operations
2.1

 
0.5

 
3.7

 
2.6

Total environmental reserve adjustments
$
6.6

 
$
3.1

 
$
11.6

 
$
10.3

Note 8. Arrangements with Off-Balance Sheet Risk
As of May 31, 2015 , arrangements with off-balance sheet risk consisted of:
$46.4 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.
$43.3 million in outstanding surety bonds to 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.
$55.0 million related to the pending future acquisition of UTC’s 50% ownership interest of RD Amross. On June 14, 2015, the Company’s obligations to consummate the RDA Acquisition expired.
Guarantees, jointly and severally, by the Company’s material domestic subsidiaries of their obligations under the Senior Credit Facility and 7  1 / 8 % Notes.
In addition to the items discussed above, the Company has and will from time to time enter into certain types of contracts that require the Company to indemnify parties against potential third-party and other claims. These contracts primarily relate to:

23



(i) divestiture agreements, under which the Company may provide customary indemnification to purchasers of its businesses or assets including, for example, claims arising from the operation of the businesses prior to disposition, and liability to investigate and remediate environmental contamination existing prior to disposition; (ii) certain real estate leases, under which the Company may be required to indemnify property owners for claims arising from the use of the applicable premises; and (iii) certain agreements with officers and directors, under which the Company may be required to indemnify such persons for liabilities arising out of their relationship with the Company. The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated.
Additionally, the Company issues purchase orders to suppliers for equipment, materials, and supplies in the normal course of business. These purchase commitments are generally for volumes consistent with anticipated requirements to fulfill purchase orders or contracts for product deliveries received, or expected to be received, from customers and would be subject to reimbursement if a cost-plus contract is terminated.
The Company provides product warranties in conjunction with certain product sales. The majority of the Company’s warranties are a one -year standard warranty for parts, workmanship, and compliance with specifications. On occasion, the Company has made commitments beyond the standard warranty obligation. While the Company has contracts with warranty provisions, there is not a history of any significant warranty claims experience. A reserve for warranty exposure is made on a product by product basis when it is both estimable and probable. These costs are included in the program’s estimate at completion and are expensed in accordance with the Company’s revenue recognition methodology as allowed under GAAP for that particular contract.
Note 9. Cost Reduction Plan
On January 30, 2014, the Company announced a cost reduction plan (the “Restructuring Plan - Phase I”) which resulted in the reduction of the Company’s overall headcount by approximately 260 employees. In connection with the Restructuring Plan - Phase I, the Company recorded a liability of $10.0 million in the first quarter of fiscal 2014, consisting of costs for severance, employee-related benefits and other associated expenses.
The costs of the Restructuring Plan - Phase I of $6.3 million related to ongoing business volume were a component of the Company’s fiscal 2014 U.S. government forward pricing rates, and therefore, were recovered through the pricing of the Company’s products and services to the U.S. government.
The costs of the Restructuring Plan - Phase I of $3.0 million related to the integration of the Rocketdyne Business, as of November 30, 2014, have been capitalized and recorded in other noncurrent assets in the unaudited condensed consolidated balance sheet. See Note 4(f) for a discussion of the capitalization of such costs.
As part of the Company's on-going efforts to optimize business resources, during the fourth quarter of fiscal 2014, the Company determined a cost reduction plan (the “Restructuring Plan - Phase II”) was necessary which resulted in the accrual for the reduction of the Company's overall headcount by approximately 90 employees and the closing of a facility. In connection with the Restructuring Plan - Phase II, the Company recorded a liability of $4.3 million in the fourth quarter of fiscal 2014, consisting of costs for severance, employee-related benefits and other associated expenses. Additionally, in the first quarter of fiscal 2015, the Company determined that the overall headcount should be reduced by approximately an additional 60 employees which resulted in the Company recording a liability of $4.1 million . In the second quarter of fiscal 2015, the Company recorded a reduction to the liability of $5.1 million for payments made under the cost reduction plan and changes to the expected headcount reduction. These costs are a component of the Company’s fiscal 2015 U.S. government forward pricing rates, and therefore, will be recovered through the pricing of the Company’s products and services to the U.S. government.
During the second quarter of fiscal 2015, the Company initiated a competitive improvement program (the “CIP”) comprised of activities and initiatives aimed at reducing costs in order for the Company to continue to compete successfully. The CIP is composed of three major components: (i) facilities optimization and footprint reduction; (ii) product affordability; and (iii) reduced administrative and overhead costs. Under the CIP, the Company expects an estimated 500 headcount reduction in its total employee population. The Company currently estimates that it will incur restructuring and related costs over the next four years totaling approximately $110 million . A summary of the Company's CIP reserve activity for the second quarter of fiscal 2015 is shown below:
 
Severance
 
Retention
 
Total
 
(In millions)
February 28, 2015
$

 
$

 
$

      Accrual established
10.7

 
0.5

 
11.2

May 31, 2015
$
10.7

 
$
0.5

 
$
11.2

The costs associated with the CIP will be a component of the Company’s U.S. government forward pricing rates, and therefore, will be recovered through the pricing of the Company’s products and services to the U.S. government. In addition to

24



the employee-related CIP obligations, the Company incurred non-cash accelerated depreciation expense of $0.1 million in the second quarter of fiscal 2015 associated with changes in the estimated useful life of long-lived assets impacted by the CIP.
Note 10. Retirement Benefits
Pension Benefits
The Company's defined benefit pension plan future benefit accrual was discontinued in fiscal 2009. As of the last measurement date at November 30, 2014 , the Company’s total defined benefit pension plan assets, total projected benefit obligations, and unfunded pension obligation for the tax-qualified pension plan were approximately $1,163.1 million , $1,666.3 million , and $482.8 million , respectively.
The Company does not expect to make any significant cash contributions to its tax-qualified defined benefit pension plan until fiscal 2016. The Company estimates that approximately 86% of its unfunded pension obligation as of November 30, 2014 is related to Aerojet Rocketdyne which will be recoverable through its U.S. government contracts.
The funded status of the Company's tax-qualified pension plan may be adversely affected by the investment experience of the plan's assets, by any changes in U.S. law and by changes in the statutory interest rates used by tax-qualified pension plans in the U.S. to calculate funding requirements. Accordingly, if the performance of the Company’s plan's assets does not meet assumptions, if there are changes to the Internal Revenue Service regulations or other applicable law or if other actuarial assumptions are modified, future contributions to the underfunded pension plans could be higher than the Company expects.
Medical and Life Insurance Benefits
The Company provides medical and life insurance benefits to certain eligible retired employees, with varied coverage by employee group. Generally, employees hired after January 1, 1997 are not eligible for retiree medical and life insurance benefits. The medical benefit plan provides for cost sharing between the Company and its retirees in the form of retiree contributions, deductibles, and coinsurance. Medical and life insurance benefit obligations are unfunded. Medical and life insurance benefit cash payments for eligible retired employees are recoverable under the Company’s U.S. government contracts.
Components of retirement benefit expense (income) are:  
 
Pension Benefits
 
Postretirement Medical and Life
Insurance Benefits
 
Three months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions)
Service cost
$
2.7

 
$
2.2

 
$

 
$

Interest cost on benefit obligation
15.9

 
16.7

 
0.5

 
0.7

Assumed return on plan assets
(22.1
)
 
(23.2
)
 

 

Amortization of prior service credits

 

 
(0.2
)
 
(0.2
)
Recognized net actuarial losses (gains)
20.9

 
13.5

 
(0.9
)
 
(0.8
)
Retirement benefit expense (income)
$
17.4

 
$
9.2

 
$
(0.6
)
 
$
(0.3
)

 
Pension Benefits
 
Postretirement Medical and Life
Insurance Benefits
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions)
Service cost
$
5.4

 
$
4.4

 
$

 
$

Interest cost on benefit obligation
31.8

 
33.5

 
1.0

 
1.3

Assumed return on plan assets
(44.2
)
 
(46.4
)
 

 

Amortization of prior service credits

 

 
(0.5
)
 
(0.4
)
Recognized net actuarial losses (gains)
41.7

 
26.9

 
(1.8
)
 
(1.5
)
Retirement benefit expense (income)
$
34.7

 
$
18.4

 
$
(1.3
)
 
$
(0.6
)

25



Note 11. Discontinued Operations
On August 31, 2004, the Company completed the sale of its GDX Automotive business. On November 30, 2005, the Company completed the sale of the Fine Chemicals business. The remaining subsidiaries after the sale of GDX Automotive and the Fine Chemicals business are classified as discontinued operations.
Summarized financial information for discontinued operations is set forth below:
 
Three months ended May 31,
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions)
Net sales
$

 
$

 
$

 
$

(Loss) income before income taxes (1)

 
(1.4
)
 
0.3

 
(1.4
)
Income tax provision

 
0.6

 
0.1

 
0.6

Net (loss) income from discontinued operations

 
(0.8
)
 
0.2

 
(0.8
)
_______
(1) Includes foreign currency transaction gains of $0.2 million in the first half of fiscal 2015.
Note 12. Operating Segments and Related Disclosures
The Company’s operations are organized into two operating segments based on different products and customer bases: Aerospace and Defense, and Real Estate.
The Company evaluates its operating segments based on several factors, of which the primary financial measure is segment performance. Segment performance represents net sales from continuing operations less applicable costs, expenses and unusual items relating to the segment operations. Segment performance excludes corporate income and expenses, legacy income or expenses, unusual items not related to the segment operations, interest expense, interest income, and income taxes.
Customers that represented more than 10% of net sales for the periods presented are as follows:
 
Three months ended May 31,
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
Lockheed Martin Corporation
26
%
 
30
%
 
27
%
 
25
%
United Launch Alliance
19
%
 
25
%
 
18
%
 
26
%
Raytheon Company
20
%
 
18
%
 
21
%
 
18
%
NASA
11
%
 
11
%
 
12
%
 
13
%
Sales to the U.S. government and its agencies, including sales to the Company’s significant customers discussed above, were as follows (dollars in millions):
 
U.S. Government
Sales
 
Percentage of Net
Sales
Three months ended May 31, 2015
$
396.1

 
87
%
Three months ended May 31, 2014
386.5

 
96
%
Six months ended May 31, 2015
692.1

 
89
%
Six months ended May 31, 2014
698.1

 
95
%
Selected financial information for each reportable segment is as follows:

26



 
Three months ended May 31,
 
Six months ended May 31,
 
2015
 
2014
 
2015
 
2014
 
(In millions)
Net Sales:
 
 
 
 
 
 
 
Aerospace and Defense
$
413.4

 
$
402.9

 
$
730.4

 
$
733.5

Real Estate
43.5

 
1.6

 
45.1

 
3.1

Total Net Sales
$
456.9

 
$
404.5

 
$
775.5

 
$
736.6

Segment Performance:
 
 
 
 
 
 
 
Aerospace and Defense
$
48.4

 
$
22.5

 
$
78.7

 
$
55.5

Environmental remediation provision adjustments
(1.9
)
 
(0.3
)
 
(3.3
)
 
(1.9
)
Retirement benefit plan expense
(12.4
)
 
(6.1
)
 
(24.8
)
 
(12.2
)
Unusual items

 
(0.1
)
 
0.7

 
(0.1
)
Aerospace and Defense Total
34.1

 
16.0

 
51.3

 
41.3

Real Estate
31.6

 
0.9

 
32.5

 
1.8

Total Segment Performance
$
65.7

 
$
16.9

 
$
83.8

 
$
43.1

Reconciliation of segment performance to income (loss) from continuing operations before income taxes:
 
 
 
 
 
 
 
Segment performance
$
65.7

 
$
16.9

 
$
83.8

 
$
43.1

Interest expense
(13.2
)
 
(12.6
)
 
(26.6
)
 
(25.0
)
Interest income

 

 
0.1

 

Stock-based compensation expense
(2.0
)
 
(1.6
)
 
(7.3
)
 
(3.0
)
Corporate retirement benefit plan expense
(4.4
)
 
(2.8
)