Aerojet Rocketdyne Holdings
AEROJET ROCKETDYNE HOLDINGS, INC. (Form: 10-Q, Received: 11/01/2016 16:31:10)


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: September 30, 2016
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.)
 
 
222 N. Sepulveda Blvd, Suite 500
El Segundo, California
 
90245
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code (310) 252-8100
  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 October 24, 2016 , there were 70.0 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 September 30, 2016
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 September 30,
 
Three months ended August 31,
 
Nine months ended September 30,
 
Nine months ended August 31,
 
2016
 
2015
 
2016
 
2015
 
 
 
As Restated
 
 
 
As Restated
 
(In millions, except per share amounts)
Net sales
$
463.8

 
$
441.0

 
$
1,229.1

 
$
1,221.8

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of sales (exclusive of items shown separately below)
405.4

 
373.1

 
1,071.6

 
1,031.2

AR1 research and development (see Note 1)

 
8.3

 

 
10.5

Selling, general and administrative
10.8

 
11.5

 
36.0

 
40.7

Depreciation and amortization
15.4

 
16.1

 
45.9

 
48.5

Other expense, net:
 
 
 
 
 
 
 
Loss on debt
34.1

 
1.1

 
34.5

 
1.8

Legal settlement

 
50.0

 

 
50.0

Other
17.5

 
29.3

 
19.1

 
33.1

Total operating costs and expenses
483.2

 
489.4

 
1,207.1

 
1,215.8

Operating (loss) income
(19.4
)
 
(48.4
)
 
22.0

 
6.0

Non-operating (income) expense:
 
 
 
 
 
 
 
Interest income
(0.1
)
 
(0.1
)
 
(0.4
)
 
(0.2
)
Interest expense
5.9

 
11.9

 
27.4

 
38.5

Total non-operating expense, net
5.8

 
11.8

 
27.0

 
38.3

Loss from continuing operations before income taxes
(25.2
)
 
(60.2
)
 
(5.0
)
 
(32.3
)
Income tax benefit
(14.2
)
 
(21.7
)
 
(5.1
)
 
(7.6
)
(Loss) income from continuing operations
(11.0
)
 
(38.5
)
 
0.1

 
(24.7
)
(Loss) income from discontinued operations, net of income taxes
(0.1
)
 
0.6

 
(0.2
)
 
0.8

Net loss
$
(11.1
)
 
$
(37.9
)
 
$
(0.1
)
 
$
(23.9
)
Loss Per Share of Common Stock
 
 
 
 
 
 
Basic and Diluted:
 
 
 
 
 
 
 
(Loss) income from continuing operations
$
(0.17
)
 
$
(0.62
)
 
$

 
$
(0.40
)
(Loss) income from discontinued operations, net of income taxes

 
0.01

 

 
0.01

Net loss
$
(0.17
)
 
$
(0.61
)
 
$

 
$
(0.39
)
Weighted average shares of common stock outstanding, basic
67.0

 
61.8

 
64.6

 
60.5

Weighted average shares of common stock outstanding, diluted
67.0

 
61.8

 
64.7

 
60.5

See Notes to Unaudited Condensed Consolidated Financial Statements.

2



Aerojet Rocketdyne Holdings, Inc.
Condensed Consolidated Statements of Comprehensive (Loss) Income
(Unaudited)
 
 
Three months ended September 30,
 
Three months ended August 31,
 
Nine months ended September 30,
 
Nine months ended August 31,
 
2016
 
2015
 
2016
 
2015
 
 
 
As Restated
 
 
 
As Restated
 
(In millions)
Net loss
$
(11.1
)
 
$
(37.9
)
 
$
(0.1
)
 
$
(23.9
)
Other comprehensive income:
 
 
 
 
 
 
 
Amortization of actuarial losses and prior service credits, net of income taxes
9.2

 
11.8

 
27.3

 
36.2

Comprehensive (loss) income
$
(1.9
)
 
$
(26.1
)
 
$
27.2

 
$
12.3

See Notes to Unaudited Condensed Consolidated Financial Statements.

3



Aerojet Rocketdyne Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
 
September 30,
2016
 
December 31, 2015
 
November 30,
2015
 
(In millions, except per share and share amounts)
ASSETS
Current Assets
 
 
 
 
 
Cash and cash equivalents
$
129.3

 
$
208.5

 
$
211.1

Accounts receivable
147.3

 
169.5

 
171.5

Inventories
157.2

 
156.2

 
157.5

Recoverable from the U.S. government and other third parties for environmental remediation costs
26.5

 
24.0

 
24.0

Receivable from Northrop Grumman Corporation (“Northrop”)
6.0

 
6.0

 
6.0

Other current assets, net
82.5

 
69.2

 
64.4

Deferred income taxes
24.8

 
36.5

 
28.1

Total Current Assets
573.6

 
669.9

 
662.6

Noncurrent Assets
 
 
 
 
 
Property, plant and equipment, net
359.7

 
363.3

 
365.8

Real estate held for entitlement and leasing
90.4

 
86.2

 
86.2

Recoverable from the U.S. government and other third parties for environmental remediation costs
241.5

 
207.2

 
210.4

Receivable from Northrop
62.3

 
63.2

 
62.7

Deferred income taxes
273.7

 
288.3

 
286.7

Goodwill
158.1

 
158.1

 
158.1

Intangible assets
97.7

 
107.7

 
108.8

Other noncurrent assets, net
95.0

 
81.6

 
82.0

Total Noncurrent Assets
1,378.4

 
1,355.6

 
1,360.7

Total Assets
$
1,952.0

 
$
2,025.5

 
$
2,023.3

LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT
Current Liabilities
 
 
 
 
 
Short-term borrowings and current portion of long-term debt, net of deferred financing costs
$
20.3

 
$
5.3

 
$
5.3

Accounts payable
76.3

 
64.2

 
105.2

Reserves for environmental remediation costs
37.4

 
32.6

 
32.6

Postretirement medical and life insurance benefits
6.0

 
6.0

 
6.0

Advance payments on contracts
204.0

 
230.9

 
203.7

Other current liabilities
147.0

 
203.1

 
201.3

Total Current Liabilities
491.0

 
542.1

 
554.1

Noncurrent Liabilities
 
 
 
 
 
Senior debt, net of deferred financing costs
472.9

 
86.8

 
88.1

Second-priority senior notes, net of deferred financing costs

 
449.4

 
449.4

Convertible subordinated notes
41.6

 
84.8

 
84.8

Other debt, net of deferred financing costs

 
12.7

 
12.8

Reserves for environmental remediation costs
315.9

 
269.7

 
273.5

Pension benefits
556.1

 
580.6

 
566.2

Postretirement medical and life insurance benefits
43.0

 
44.8

 
45.5

Other noncurrent liabilities
95.4

 
95.2

 
94.4

Total Noncurrent Liabilities
1,524.9

 
1,624.0

 
1,614.7

Total Liabilities
2,015.9

 
2,166.1

 
2,168.8

Commitments and contingencies (Note 7)

 

 

Redeemable common stock, par value of $0.10; 0.1 million shares issued and outstanding as of September 30, 2016, December 31, 2015, and November 30, 2015
1.1

 
1.6

 
0.9

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; 68.5 million shares issued and outstanding as of September 30, 2016; 62.9 million shares issued and outstanding as of December 31, 2015 and November 30, 2015
6.9

 
6.5

 
6.5

Other capital
392.2

 
342.6

 
340.1

Treasury stock at cost, 3.5 million shares as of September 30, 2016, December 31, 2015 and November 30, 2015
(64.5
)
 
(64.5
)
 
(64.5
)
Accumulated deficit
(79.9
)
 
(79.8
)
 
(86.8
)
Accumulated other comprehensive loss, net of income taxes
(319.7
)
 
(347.0
)
 
(341.7
)
Total Stockholders’ Deficit
(65.0
)
 
(142.2
)
 
(146.4
)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit
$
1,952.0

 
$
2,025.5

 
$
2,023.3

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, 2015
62.9

 
$
6.5

 
$
340.1

 
$
(64.5
)
 
$
(86.8
)
 
$
(341.7
)
 
$
(146.4
)
Net income

 

 

 

 
7.0

 

 
7.0

Actuarial losses, net of income taxes

 

 

 

 

 
(8.6
)
 
(8.6
)
Amortization of actuarial losses and prior service credits, net of income taxes

 

 

 

 

 
3.3

 
3.3

Reclassification from redeemable common stock

 

 
(0.7
)
 

 

 

 
(0.7
)
Tax benefit from shares issued under equity plans

 

 
2.4

 

 

 

 
2.4

Repurchase of shares to satisfy tax withholding obligations

 

 
(0.2
)
 

 

 

 
(0.2
)
Stock-based compensation and other, net

 

 
1.0

 

 

 

 
1.0

December 31, 2015
62.9

 
6.5

 
342.6

 
(64.5
)
 
(79.8
)
 
(347.0
)
 
(142.2
)
Net loss

 

 

 

 
(0.1
)
 

 
(0.1
)
Amortization of actuarial losses and prior service credits, net of income taxes

 

 

 

 

 
27.3

 
27.3

Conversion of debt to common stock
4.8

 
0.4

 
42.6

 

 

 

 
43.0

Reclassification from redeemable common stock

 

 
0.5

 

 

 

 
0.5

Tax benefit from shares issued under equity plans

 

 
0.3

 

 

 

 
0.3

Repurchase of shares for option cost and to satisfy tax withholding obligations
(0.2
)
 

 
(3.5
)
 

 

 

 
(3.5
)
Stock-based compensation and shares issued under equity plans
1.0

 

 
9.7

 

 

 

 
9.7

September 30, 2016
68.5

 
$
6.9

 
$
392.2

 
$
(64.5
)
 
$
(79.9
)
 
$
(319.7
)
 
$
(65.0
)
See Notes to Unaudited Condensed Consolidated Financial Statements.

5



Aerojet Rocketdyne Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Nine months ended September 30,
 
Nine months ended August 31,
 
2016
 
2015
 
 
 
As Restated
 
(In millions)
Operating Activities
 
 
 
Net loss
$
(0.1
)
 
$
(23.9
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Loss (income) from discontinued operations, net of income taxes
0.2

 
(0.8
)
Depreciation and amortization
45.9

 
48.5

Amortization of deferred financing costs
1.7

 
2.0

Stock-based compensation
7.7

 
10.7

Retirement benefit expense
51.7

 
50.6

Loss on debt
34.5

 
1.8

Loss on disposal and sale of assets
0.4

 
0.2

Tax benefit on stock-based awards
(0.3
)
 
(2.0
)
Changes in assets and liabilities:
 
 
 
Accounts receivable
22.2

 
(18.8
)
Inventories
(1.0
)
 
(9.9
)
Other current assets, net
(13.4
)
 
(20.1
)
Real estate held for entitlement and leasing
(4.5
)
 
(5.1
)
Receivable from Northrop
0.9

 
(1.2
)
Recoverable from the U.S. government and other third parties for environmental remediation costs
(36.8
)
 
(39.8
)
Other noncurrent assets
(12.3
)
 
(10.8
)
Accounts payable
11.5

 
(15.3
)
Pension and postretirement medical and life benefits
(33.1
)
 
(3.7
)
Advance payments on contracts
(26.9
)
 
14.3

Other current liabilities
(57.9
)
 
19.2

Deferred income taxes
9.2

 
(10.7
)
Reserves for environmental remediation costs
51.0

 
70.1

Other noncurrent liabilities
(1.7
)
 
15.2

Net Cash Provided by Operating Activities
48.9

 
70.5

Investing Activities
 
 
 
Proceeds from sale of technology
0.5

 

Capital expenditures
(30.5
)
 
(17.9
)
Net Cash Used in Investing Activities
(30.0
)
 
(17.9
)
Financing Activities
 
 
 
Proceeds from issuance of debt
500.0

 

Debt issuance costs
(3.7
)
 

Debt repayments
(595.3
)
 
(72.0
)
Repurchase of shares to satisfy employee tax withholding obligations
(2.4
)
 
(6.5
)
Proceeds from shares issued under stock plans
3.0

 
1.3

Tax benefit on stock-based awards
0.3

 
2.0

Net Cash Used in Financing Activities
(98.1
)
 
(75.2
)
Net Decrease in Cash and Cash Equivalents
(79.2
)
 
(22.6
)
Cash and Cash Equivalents at Beginning of Period
208.5

 
265.9

Cash and Cash Equivalents at End of Period
$
129.3

 
$
243.3

Supplemental disclosures of cash flow information
 
 
 
Cash paid for interest
$
35.2

 
$
30.9

Cash paid for income taxes
30.3

 
27.1

Conversion of debt to common stock
43.0

 
49.0

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, November 30, 2015, 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/A for the fiscal year ended November 30, 2015 and the Company's Quarterly Reports on Form 10-Q and 10-Q/A for the periods ended March 31, 2016 and June 30, 2016, as filed with the Securities and Exchange Commission (“SEC”). All financial information related to the December 31, 2015 condensed consolidated balance sheet is unaudited. Certain reclassifications have been made to financial information for the prior year to conform to the current year’s presentation.
On January 20, 2016, the Company's board of directors approved a change in the Company's fiscal year-end from November 30 of each year to December 31 of each year. The fiscal year of the Company's subsidiary, Aerojet Rocketdyne, ends on the last Saturday in December. The audited results for the month ended December 31, 2015 will be included in the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2016. Financial information for the three and nine months ended September 30, 2015 has not been included in this Form 10-Q for the following reasons: (i) the three and nine months ended August 31, 2015 provide a meaningful comparison for the three and nine months ended September 30, 2016; (ii) there are no significant factors, seasonal or other, that would impact the comparability of information if the results for the three and nine months ended September 30, 2015 were presented in lieu of results for the three and nine months ended August 31, 2015; and (iii) it was not practicable or cost justified to prepare this information.
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 11,500 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.
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 related subsidiaries after the sale of GDX Automotive and the Fine Chemicals business are classified as discontinued operations.
In June 2013, the Company acquired the Pratt & Whitney Rocketdyne division (the “Rocketdyne Business”) from United Technologies Corporation (“UTC”).
The Company restated its financial information for the third quarter and first nine months of fiscal 2015. See Note 13 for additional information.

7



Out of Period Adjustment
During the second quarter of fiscal 2016, the Company recorded out of period adjustments to the income tax provision. The out of period adjustments relate to (i) the tax treatment that was consistently applied by the Company for each of the reporting periods beginning in the third quarter of fiscal 2011 and continuing through the first quarter of fiscal 2016 related to certain environmental remediation expenses and (ii) improper utilization of environmental reserve balances in the fiscal 2015 tax provision.  The out of period adjustments resulted in decreasing net income in the second quarter of fiscal 2016 by $0.6 million . The Company has evaluated the effects of these errors, both qualitatively and quantitatively, and does not believe these corrections were material to any current or prior interim or annual periods that were affected.
AR1 Research and Development
Company-sponsored research and development ("R&D") expenses (reported as a component of cost of sales) are generally reimbursed via allocation of such expenses among all contracts and programs in progress under U.S. government contractual arrangements. The Company's newest large liquid booster engine development project, the AR1, recorded $37.3 million of such reimbursable costs from inception through September 30, 2016. During the third quarter of fiscal 2015, the Company began separately reporting the portion of the engine development expenses associated with the AR1 project which were currently not reimbursed via allocation across all contracts and programs in progress under U.S. governmental contractual arrangements.
In February 2016, the U.S. Air Force selected Aerojet Rocketdyne and United Launch Alliance ("ULA") to share in a public-private partnership to develop jointly the AR1 engine. The total agreement is valued at $804 million with the U.S. Air Force investing two-thirds of the funding required to complete development of the AR1 engine by 2019. The work is expected to be completed no later than December 31, 2019. The U.S. Air Force has obligated $115.3 million with Aerojet Rocketdyne contributing $52.7 million and ULA contributing $5.0 million . The total potential U.S. government investment, including all options, is $536 million . The total potential investment by Aerojet Rocketdyne and its partners, including all options, is $268 million . Under the terms of the AR1 agreement, the U.S. Air Force contributions are recognized proportionately as an offset to R&D expenses. In the event the Company records a receivable for a milestone prior to expending the prospective proportional share to be contributed by the Company, the amount is recorded as an accrued liability until earned. Through September 30, 2016, the Company has recorded receivables in the aggregate from the U.S. Air Force and ULA of $66.0 million (of which $52.5 million has been collected) related to AR1 engine development which was recorded as a reduction of the AR1 R&D costs.
From inception through September 30, 2016, AR1 costs not charged to U.S. governmental contractual arrangements and therefore not reimbursed amounted to $32.1 million , bringing the inception to date AR1 R&D costs incurred through September 30, 2016 to $135.4 million . The AR1 inception to date project costs are summarized as follows (in millions):
AR1 R&D costs incurred
$
135.4

Less amounts funded by the U.S. Air Force
(61.7
)
Less amounts funded by ULA
(4.3
)
AR1 R&D costs net of reimbursements
69.4

AR1 R&D costs expensed and not applied to contracts
(32.1
)
Net AR1 R&D costs applied to contracts
$
37.3

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, but not limited to: 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 96% of the Company’s Aerospace and Defense segment net sales over the first nine months of fiscal 2016 and 2015 accounted for under the percentage-of-completion method of accounting:

8



 
Three months ended September 30,
 
Three months ended August 31,
 
Nine months ended September 30,
 
Nine months ended August 31,
 
2016
 
2015
 
2016
 
2015
 
 
 
As Restated
 
 
 
As Restated
 
(In millions, except per share amounts)
Favorable (unfavorable) effect of the changes in contract estimates on loss from continuing operations before income taxes
$
1.1

 
$
9.5

 
$
(2.3
)
 
$
19.2

Favorable (unfavorable) effect of the changes in contract estimates on net loss
0.7

 
5.7

 
(1.4
)
 
11.5

Favorable (unfavorable) effect of the changes in contract estimates on basic and diluted net loss per share
0.01

 
0.09

 
(0.02
)
 
0.19

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/A for the fiscal year ended November 30, 2015 .
Recently Adopted Accounting Pronouncements
In May 2015, the Financial Accounting Standards Board (“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 adopted this guidance as of November 30, 2015.  The new guidance was applied retrospectively to all periods presented.  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 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. The Company adopted this guidance as of December 31, 2015 (see Note 6). 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 Pronouncements
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 FASB deferred the effective date for this guidance by one year. The revised effective date is for annual reporting periods beginning after December 15, 2017. Earlier application of this guidance is permitted but not before the original date of December 15, 2016. 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's ability 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. The guidance is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. The new guidance is not expected to have an impact on the Company’s financial position, results of operations, or cash flows.
In November 2015, the FASB issued guidance that requires deferred tax liabilities and assets to be classified as noncurrent in the consolidated balance sheet. The standard will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for financial statements that have not been previously issued. The standard may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company plans to adopt this guidance in the fourth quarter of fiscal 2016. As the accounting standard will only impact presentation, the new standard will not have an impact on the Company's financial position, results of operations, or cash flows.
In February 2016, the FASB issued guidance requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new standard is for fiscal years beginning after December 15, 2018, and interim periods within those

9



fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements.
In March 2016, the FASB amended the existing accounting guidance related to stock compensation. The amendment requires all income tax effects of awards to be recognized in the income statement when awards vest and allows a choice to account for forfeitures on an estimated or actual basis. There is also a requirement to present excess income tax benefits as an operating activity on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, but all of the guidance must be adopted in the same period. The new guidance is not expected to have a significant impact on the Company’s financial position, results of operations, or cash flows. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements.
In August 2016, the FASB issued an amendment to the accounting guidance related to classification of certain cash receipts and cash payments in the statement of cash flows. The standard provides guidance for eight targeted changes with respect to how cash receipts and cash payments are classified in the statement of cash flows, with the objective of reducing diversity in practice. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements.
Note 2. Loss Per Share of Common Stock
A reconciliation of the numerator and denominator used to calculate basic and diluted loss per share of common stock ("EPS") is presented in the following table:
 
Three months ended September 30,
 
Three months ended August 31,
 
Nine months ended September 30,
 
Nine months ended August 31,
 
2016
 
2015
 
2016
 
2015
 
 
 
As Restated
 
 
 
As Restated
 
(In millions, except per share amounts)
Numerator:
 
 
 
 
 
 
 
(Loss) income from continuing operations
$
(11.0
)
 
$
(38.5
)
 
$
0.1

 
$
(24.7
)
(Loss) income from discontinued operations, net of income taxes
(0.1
)
 
0.6

 
(0.2
)
 
0.8

Net loss for basic and diluted earnings per share
$
(11.1
)
 
$
(37.9
)
 
$
(0.1
)
 
$
(23.9
)
Denominator:
 
 
 
 
 
 
 
Basic weighted average shares
67.0

 
61.8

 
64.6

 
60.5

Effect of:
 
 
 
 
 
 
 
Employee stock options and stock purchase plan

 

 
0.1

 

Diluted weighted average shares
67.0

 
61.8

 
64.7

 
60.5

Basic and Diluted:
 
 
 
 
 
 
 
(Loss) income from continuing operations
$
(0.17
)
 
$
(0.62
)
 
$

 
$
(0.40
)
(Loss) income from discontinued operations, net of income taxes

 
0.01

 

 
0.01

Net loss
$
(0.17
)
 
$
(0.61
)
 
$

 
$
(0.39
)
The following table sets forth the potentially dilutive securities excluded from the computation because their effect would have been anti-dilutive:  

10



 
Three months ended September 30,
 
Three months ended August 31,
 
Nine months ended September 30,
 
Nine months ended August 31,
 
2016
 
2015
 
2016
 
2015
 
(In millions)
4  1 / 16 % Convertible Subordinated Debentures (“4  1 / 16 % Debentures”)
5.8

 
10.4

 
8.0

 
11.5

Employee stock options and stock purchase plan
0.1

 
0.2

 

 
0.2

Unvested restricted shares
1.5

 
1.6

 
1.4

 
1.7

Total potentially dilutive securities
7.4

 
12.2

 
9.4

 
13.4


Note 3. Stock-Based Compensation
Total stock-based compensation expense by type of award was as follows:
 
Three months ended September 30,
 
Three months ended August 31,
 
Nine months ended September 30,
 
Nine months ended August 31,
 
2016
 
2015
 
2016
 
2015
 
 
 
As Restated
 
 
 
As Restated
 
(In millions)
Stock appreciation rights
$
(0.3
)
 
$
0.2

 
$
1.6

 
$
4.0

Stock options
0.3

 
0.3

 
0.6

 
0.6

Restricted shares, service based
0.9

 
1.2

 
2.5

 
4.8

Restricted shares, performance based
1.3

 
0.4

 
2.7

 
1.0

Employee Stock Purchase Plan
0.1

 
0.2

 
0.3

 
0.3

Total stock-based compensation expense
$
2.3

 
$
2.3

 
$
7.7

 
$
10.7

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 September 30, 2016
 
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
$
112.9

 
$
112.9

 
$

 
$

 
 
 
Fair value measurement at December 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
$
141.8

 
$
141.8

 
$

 
$

 
 
 
Fair value measurement at November 30, 2015
 
Total
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(In millions)
Money market funds
$
187.2

 
$
187.2

 
$

 
$


11



As of September 30, 2016 , 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
$
129.3

 
$
24.9

 
$
104.4

Grantor trust (included as a component of other current and noncurrent assets)
8.5

 

 
8.5

 
$
137.8

 
$
24.9

 
$
112.9

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:
 
Fair Value
 
Principal Amount
 
September 30, 2016
 
December 31, 2015
 
November 30, 2015
 
September 30, 2016
 
December 31, 2015
 
November 30, 2015
 
(In millions)
Term loan
$
395.0

 
$
92.5

 
$
93.8

 
$
395.0

 
$
92.5

 
$
93.8

Revolver
100.0

 

 

 
100.0

 

 

4  1 / 16 % Debentures
81.2

 
149.5

 
164.0

 
41.6

 
84.6

 
84.6

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

 
479.6

 
480.1

 

 
460.0

 
460.0

Delayed draw term loan

 
13.0

 
13.0

 

 
13.0

 
13.0

Other debt
0.4

 
0.6

 
0.6

 
0.4

 
0.5

 
0.6

 
$
576.6

 
$
735.2

 
$
751.5

 
$
537.0

 
$
650.6

 
$
652.0

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 (both Level 2 securities). The revolver and term loan bore interest at variable rates, which adjusted based on market conditions, and the carrying value of these debts approximated fair value.
b. Accounts Receivable

September 30, 2016

December 31, 2015
 
November 30, 2015
 
(In millions)
Billed
$
107.4


$
114.1

 
$
90.4

Unbilled
39.4


54.8

 
80.6

Total receivables under long-term contracts
146.8


168.9

 
171.0

Other receivables
0.5


0.6

 
0.5

Accounts receivable
$
147.3


$
169.5

 
$
171.5

As of September 30, 2016, December 31, 2015, and November 30, 2015, unbilled receivables are net of $43.9 million , $36.8 million , and $33.7 million , respectively, of reserves for overhead disallowances or billing decrements that primarily represent estimates of potential overhead costs which may not be successfully negotiated for allowability under U.S. government contracts and collected after one year.
c. Inventories
 
September 30, 2016

December 31, 2015
 
November 30, 2015
 
(In millions)
Long-term contracts at average cost
$
592.6


$
543.5

 
$
505.8

Progress payments
(437.0
)

(388.5
)
 
(349.6
)
Total long-term contract inventories
155.6


155.0

 
156.2

Total other inventories
1.6


1.2

 
1.3

Inventories
$
157.2


$
156.2

 
$
157.5


12



d. Other Current Assets, net
 
September 30, 2016
 
December 31, 2015
 
November 30, 2015
 
(In millions)
Recoverable from the U.S. government for Rocketdyne Business integration costs (see Note 4(f))
$
11.9

 
$
11.9

 
$
11.9

Prepaid expenses
9.6

 
11.9

 
10.7

Recoverable from the U.S. government for competitive improvement program obligations (see Note 9)
7.8

 
9.1

 
9.5

Other non-trade receivables, net
20.8

 
10.6

 
7.2

Income taxes receivable
13.6

 
1.6

 
2.9

Indemnification receivable from UTC, net
13.0

 
15.7

 
15.7

Other
5.8

 
8.4

 
6.5

Other current assets, net
$
82.5

 
$
69.2

 
$
64.4

e. Property, Plant and Equipment, net
 
September 30, 2016
 
December 31, 2015
 
November 30, 2015
 
(In millions)
Land
$
71.4


$
71.4

 
$
71.3

Buildings and improvements
291.0


290.1

 
287.6

Machinery and equipment
525.2


510.6

 
509.8

Construction-in-progress
43.4


32.5

 
34.9


931.0


904.6

 
903.6

Less: accumulated depreciation
(571.3
)

(541.3
)
 
(537.8
)
Property, plant and equipment, net
$
359.7


$
363.3

 
$
365.8

f. Other Noncurrent Assets, net

September 30, 2016

December 31, 2015
 
November 30, 2015
 
(In millions)
Recoverable from the U.S. government for Rocketdyne Business integration costs
$
13.6


$
21.2

 
$
22.4

Deferred financing costs
3.6


2.1

 
2.3

Recoverable from the U.S. government for competitive improvement program obligations (see Note 9)
0.9

 
3.2

 
2.8

Recoverable from the U.S. government for conditional asset retirement obligations
19.9


17.8

 
17.5

Grantor trusts
17.3


10.3

 
10.7

Income taxes receivable
7.1


7.9

 
7.9

Notes receivable, net
9.0

 
9.0

 
9.0

Other
23.6


10.1

 
9.4

Other noncurrent assets, net
$
95.0


$
81.6

 
$
82.0

The current and noncurrent Rocketdyne Business integration costs capitalized as of September 30, 2016, December 31, 2015, and November 30, 2015 collectively totaled $25.5 million , $33.1 million , and $34.3 million , respectively. These integration costs are now subject to reimbursement by the U.S. government due to the following: (i) completion of the U.S. government's audit and approval that the Company's planned integration savings will exceed its restructuring costs by a factor of at least two to one; (ii) determination from the Under Secretary of Defense that the audited restructuring savings exceed the costs by a factor of two to one; and (iii) execution on August 16, 2016 of an Advance Agreement with the Defense Contract Management Agency. 



13



g. Goodwill
Goodwill represents the excess of the purchase price of an acquired enterprise or assets over the fair values of the identifiable assets acquired and liabilities assumed. Tests for impairment of goodwill are performed on an annual basis, or at any other time if events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company evaluated goodwill for impairment as of September 1, 2016 and 2015, and determined that goodwill was not impaired.
The Company evaluates qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance) to determine whether it is necessary to perform the first step of the two-step goodwill test. This step is referred to as the “Step Zero" analysis. If it is determined that it is more likely than not (a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, the Company will need to proceed to the first step (“Step One”) of the two-step goodwill impairment test. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, relevant events and circumstances as discussed below shall be assessed. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the first and second steps of the impairment test are unnecessary.
All of the Company’s recorded goodwill resides in the Aerospace and Defense reporting unit. As of September 1, 2016 and 2015, the Company evaluated goodwill using a “Step Zero" analysis and determined that it was more likely than not that the fair value of the Aerospace and Defense reporting unit exceeded its carrying amount.
During the year ending December 31, 2016, and in connection with the Company's change in fiscal year end, as described in Note 1, from November 30 to December 31, the Company changed its annual test of goodwill impairment from September 1 of each year to October 1 of each year. With respect to its annual goodwill testing date, management believes that this voluntary change in accounting method is preferable as it aligns the annual impairment testing date with the Company's long-range planning cycle, the timing of which has changed consistent with the change in the Company's fiscal year end and which is a significant element in the testing process. In connection with this change, the Company first performed an impairment test as of September 1, 2016 and then will perform an additional test as of October 1, 2016. This change in annual testing date does not delay, accelerate or avoid an impairment charge.
h. Other Current Liabilities
 
September 30, 2016
 
December 31, 2015
 
November 30, 2015
 
(In millions)
Accrued compensation and employee benefits
$
75.6


$
90.4

 
$
90.6

Income taxes
2.1

 
20.3

 
15.5

Competitive improvement program obligations (see Note 9)
8.4

 
9.4

 
10.7

Payable to UTC primarily for Transition Service Agreements
1.4


1.9

 
1.9

Interest payable
3.4


12.9

 
11.7

Contract loss provisions
8.5


9.1

 
9.3

Other
47.6


59.1

 
61.6

Other current liabilities
$
147.0


$
203.1

 
$
201.3

i. Other Noncurrent Liabilities
 
September 30, 2016
 
December 31, 2015
 
November 30, 2015
 
(In millions)
Conditional asset retirement obligations (see Note 4f)
$
30.6


$
29.5

 
$
29.3

Pension benefits, non-qualified
17.4


17.6

 
17.9

Deferred compensation
19.8


11.5

 
11.9

Deferred revenue
13.4


13.8

 
13.9

Competitive improvement program obligations (see Note 9)
1.5

 
3.2

 
3.1

Other
12.7


19.6

 
18.3

Other noncurrent liabilities
$
95.4


$
95.2

 
$
94.4


14



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

Actuarial
Losses, Net

Prior Service
Credits, Net

Total
 
(In millions)
November 30, 2015
$
(342.6
)
 
$
0.9

 
$
(341.7
)
Actuarial losses, net of $4.6 million of income taxes
(8.6
)
 

 
(8.6
)
Amortization of actuarial losses and prior service credits, net of $1.7 million of income taxes
3.4

 
(0.1
)
 
3.3

December 31, 2015
(347.8
)
 
0.8

 
(347.0
)
Amortization of actuarial losses and prior service credits, net of $17.2 million of income taxes
27.8

 
(0.5
)
 
27.3

September 30, 2016
$
(320.0
)

$
0.3


$
(319.7
)
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 September 30, 2016 , December 31, 2015 , and November 30, 2015, the Company has classified 0.1 million shares 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 nine months of fiscal 2016 and fiscal 2015, the Company recorded less than $0.1 million and $0.6 million , respectively, for realized gains net of interest associated with this matter.
Note 5. Income Taxes
The income tax benefit was as follows:
 
Nine months ended September 30,
 
Nine months ended August 31,
 
2016
 
2015
 
 
 
As Restated
 
(In millions)
Income tax benefit
$
(5.1
)
 
$
(7.6
)
In the first nine months of fiscal 2016, the income tax benefit recorded differs from the expected tax that would be calculated by applying the federal statutory rate to the Company's loss before income taxes primarily due to the impacts from state income taxes, certain expenditures which are permanently not deductible for tax purposes, and the reversal of uncertain tax positions due to the expiration of statutes of limitation.
In the first nine months of fiscal 2015, the income tax benefit recorded differs from the expected tax that would be calculated by applying the federal statutory rate to the Company's loss 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 nine months of fiscal 2015, as well as the impacts from state income taxes and certain expenditures which are permanently not deductible for tax purposes.
A valuation allowance is required when it is more-likely-than-not that all or a portion of deferred tax assets may not be realized. Assessing the need for, or sufficiency of, a valuation allowance requires management to evaluate, on a quarterly basis, all available evidence, both positive and negative, including the recent trend of losses from continuing operations before income taxes. The Company will continue to evaluate whether future results are less than projected and if a valuation allowance may be required to reduce deferred tax assets, which could have a material impact on the Company’s results of operations. As of September 30, 2016 , the Company continued to believe that the weight of the positive evidence outweighed the negative evidence regarding the realization of the net deferred tax assets.
As of September 30, 2016 , the total balance associated with uncertain income tax positions was a net asset of $7.8 million , as a result of the out of period adjustments recorded in the second quarter of fiscal 2016 and further explained in Note

15



1. Accrued interest and penalties related to uncertain income tax positions was $0.1 million at September 30, 2016 . Due to the high degree of uncertainty regarding the timing of potential future cash flows associated with the respective assets and liabilities, the Company is unable to make a reasonably reliable estimate of the amount and period in which these assets and liabilities might be received or paid.
Note 6. Long-term Debt
 
September 30, 2016
 
December 31, 2015
 
November 30, 2015
 
(In millions)
Term loan, bearing interest at variable rates (rate of 2.77% as of September 30, 2016), maturing in June 2021
$
395.0


$
92.5

 
$
93.8

Revolver, bearing interest at variable rates (rate of 2.77% as of September 30, 2016), maturing in June 2021
100.0

 

 

Unamortized deferred financing costs
(2.2
)
 
(0.7
)
 
(0.7
)
Total senior debt
492.8


91.8

 
93.1

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

Unamortized deferred financing costs

 
(10.6
)
 
(10.6
)
Total senior secured notes


449.4

 
449.4

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

 
0.2

Convertible subordinated debentures, bearing interest at 4.0625% per annum, interest payments due in June and December, maturing in December 2039
41.6


84.6

 
84.6

Total convertible subordinated notes
41.8


84.8

 
84.8

Delayed draw term loan


13.0

 
13.0

Capital lease, payable in monthly installments, maturing in March 2017
0.2


0.3

 
0.4

Unamortized deferred financing costs

 
(0.3
)
 
(0.3
)
Total other debt
0.2


13.0

 
13.1

Total debt, net of deferred financing costs
534.8


639.0

 
640.4

Less: Amounts due within one year
(20.3
)

(5.3
)
 
(5.3
)
Total long-term debt, net of deferred financing costs
$
514.5


$
633.7

 
$
635.1

Senior Credit Facility
On June 17, 2016, the Company entered into a new $750.0 million senior secured Senior Credit Facility (the "Senior Credit Facility") with the lenders named therein and Bank of America Merrill Lynch as joint lead arranger and administrative agent.  The Senior Credit Facility matures on June 17, 2021 and consists of (i) a $350.0 million revolving line of credit (the "Revolver") and (ii) a $400.0 million term loan (the "Term Loan").  Under the Revolver, up to an aggregate of $100.0 million is available for the issuance of letters of credit and up to an aggregate of $10.0 million is available for swingline loans. The Senior Credit Facility amends and replaces the prior $300.0 million credit facility which was set to mature in May 2019.
On the closing date, the Company borrowed $100.0 million of loans under the Revolver and used the proceeds to repay in full the $90.0 million of outstanding term loans under the prior credit facility, fees incurred for the Senior Credit Facility, and for general corporate purposes.  As of September 30, 2016, the Company had borrowed $100.0 million under the $350.0 million Revolver and had issued $45.3 million letters of credit.  As of September 30, 2016, the Company fully borrowed the $400.0 million available under the Term Loan with $395.0 million outstanding as of September 30, 2016.
Initially, the Term Loan and loans under the Revolver will bear interest at LIBOR (or, at the Company's election, at the base rate as defined in the agreement governing the Senior Credit Facility) plus an applicable margin of 225 basis points. Beginning September 30, 2016 and thereafter, these borrowings will bear interest at LIBOR (or the base rate) plus an applicable margin ranging from 175 to 250 basis points based on the Company's leverage ratio (the "Consolidated Net Leverage Ratio") at the end of the most recent fiscal quarter.  In addition to interest, the Company must also pay certain fees including (i) letter of credit fees ranging from 175 to 250 basis points per annum on the amount of issued but undrawn letters of credit and (ii) commitment fees ranging from 30 to 45 basis points per annum on the unused portion of the Revolver. 
The Term Loan amortizes at a rate of 5.0% per annum of the original drawn amount starting on September 30, 2016, increasing to 7.5% per annum on September 30, 2018, and increasing to 10.0% per annum from September 30, 2020 to be paid in equal quarterly installments with any remaining amounts, along with outstanding borrowings under the Revolver, due on the

16



maturity date.  Outstanding borrowings under the Revolver and the Term Loan may be voluntarily repaid at any time, in whole or in part, without premium or penalty.
Subject to certain restrictions, all the obligations under the Senior Credit Facility will be guaranteed by the Company and the existing and future material domestic subsidiaries, other than Easton (the "Guarantors").  As collateral security for the amount outstanding under the Senior Credit Facility and the guarantees thereof, the Company and the Guarantors (collectively, the "Loan Parties") have granted to the administrative agent for the benefit of the lenders: (i) certain equity interests of the Loan Parties; (ii) first priority liens on substantially all of the tangible and intangible personal property of the Loan Parties; and (iii) first priority liens on certain real properties located in Los Angeles, California, Culpepper, Virginia and Redmond Washington (but excluding all other owned real properties including the Sacramento Land).
The Senior Credit Facility contains covenants requiring the Company to (i) maintain an interest coverage ratio (the "Consolidated Interest Coverage Ratio") of not less than 3.00 to 1.00 and (ii) maintain a Consolidated Net Leverage Ratio not to exceed (a) 4.00 to 1.00 from September 30, 2016 through September 30, 2017; (b) 3.75 to 1.00 from December 31, 2017 through September 30, 2018; and (c) 3.50 to 1.00 from December 31, 2018 thereafter, provided that the maximum leverage ratio for all periods shall be increased by 0.50 to 1.00 for two quarters after consummation of a qualified acquisition. 
The Company may generally make certain investments, redeem debt subordinated to the Senior Credit Facility and make certain restricted payments (such as stock repurchases and dividends) if the Company's Consolidated Net Leverage Ratio does not exceed 3.25 to 1.00 pro forma for such transaction. The Company is otherwise subject to customary covenants including limitations on asset sales, incurrence of additional debt, and limitations on certain investments and restricted payments.    
Financial Covenant
Actual Ratios as of
September 30, 2016
  
Required Ratios
Consolidated Interest Coverage Ratio, as defined under the Senior Credit Facility
9.15 to 1.00
  
Not less than: 3.00 to 1.00
Consolidated Net Leverage Ratio, as defined under the Senior Credit Facility
2.25 to 1.00
  
Not greater than: 4.00 to 1.00
The Company was in compliance with its financial and non-financial covenants as of September 30, 2016 .
7.125% Second-Priority Senior Secured Notes
On July 18, 2016, the Company fully redeemed the outstanding principal of its 7  1 / 8 % Notes. 
4.0625% Convertible Subordinated Debentures
As of September 30, 2016 , the Company had $41.6 million outstanding principal of its 4  1 / 16 % Debentures, convertible into 4.6 million of shares of common stock.
Each holder may require the Company to repurchase all or part of its 4  1 / 16 % Debentures on December 31, 2019, 2024, 2029 and 2034 at an optional repurchase price equal to (1)  100% of their principal amount, plus (2) accrued and unpaid interest, if any, up to, but excluding, the date of repurchase. The Company may elect to pay the optional repurchase price in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s option, subject to certain conditions.
During fiscal 2015, $49.0 million of 4  1 / 16 % Debentures were converted to 5.5 million shares of common stock. In July 2016, $43.0 million of 4  1 / 16 % Debentures were converted to 4.8 million shares of common stock.
Delayed Draw Term Loan
During the first nine months of fiscal 2016, the Company retired the remaining principal amount of its delayed draw term loan.
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 the cash payments are fixed and determinable, the Company will estimate an interest factor and discount the liability accordingly.

17



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 60 asbestos cases pending as of September 30, 2016 .
Given the lack of any significant consistency (i.e., as to product, operational site, or other relevant assertions) to claims 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”) which alleges to be 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 asserted 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. On April 29, 2016, the parties reached a settlement in principle. The parties executed a settlement agreement, effective August 29, 2016, pursuant to which Aerojet Rocketdyne made a payment of $0.3 million to AMEC and the case was dismissed in its entirety.
Securities Class Action
On February 11, 2016, a complaint was filed in the United States District Court, Central District of California, by Juliann Travis, purporting to represent a class of purchasers of the Company’s securities during the period from October 15, 2013 through February 1, 2016, against the Company, Eileen Drake, Kathleen Redd and Scott Seymour, Juliann Travis, Individually and on Behalf of All Others Similarly Situated, v. Aerojet Rocketdyne Holdings, Inc., Eileen P. Drake, Kathleen E. Redd, and Scott J. Seymour, Case No. 2:16-cv-00961 . The complaint arose out of the announcement of the restatement of the Company's financial statements on February 1, 2016 as discussed further in Note 13. The complaint asserted that the Company's securities traded at artificially inflated prices as a result of such misstatements and alleged various violations of and related to the Securities Exchange Act of 1934, as amended, by the defendants.
On May 20, 2016, the plaintiff filed a voluntary dismissal of the complaint without prejudice. The Company maintains the belief that this action was without merit and intended to contest it vigorously.
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. 34-2014-00173068. 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 compensatory 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 is contesting 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. On October 16, 2015, the Court sustained Aerojet Rocketdyne’s demurrer and motion to strike with respect to the “finder’s fee” claims, dismissing those claims with prejudice, but overruled Ms. Redd’s demurrer with respect to the causes of action asserted against her.  The Company believes that Inflective’s remaining claims have no merit. 
On October 26, 2015, Aerojet Rocketdyne and Ms. Redd answered the amended complaint and denied all material allegations therein. At the same time, Aerojet Rocketdyne filed a Cross-Complaint against Plaintiff and its principal, Thomas Hensler, for breach of contract, intentional misrepresentation, negligent misrepresentation and negligence. Inflective and Hensler have filed a demurrer to the intentional misrepresentation, negligent misrepresentation and negligence causes of action, leaving the breach of contract cause of action unchallenged. After a hearing on Inflective and Hensler’s demurrer on February 18, 2016, the court granted the plaintiffs’ request to strike the claim for punitive damages on the negligence count, but denied the plaintiffs’ demurrer and allowed the Company’s claims for intentional misrepresentation, negligent misrepresentation, and negligence causes of action to remain along with the breach of contract claim.  Now that the issues to

18



be tried have been set, discovery has commenced.  No trial date has been established. On August 10, 2016, Aerojet Rocketdyne filed a Motion for Summary Judgment on the claims brought against Ms. Redd individually, arguing that as an agent for Aerojet Rocketdyne, Ms. Redd cannot be held personally liable for any alleged interference of economic advantage between Inflective and Aerojet Rocketdyne.
Separately, Satish Rachaiah, a former consultant on ProjectOne (working for Inflective), attempted to intervene in the action and assert claims against Aerojet Rocketdyne arising out of Aerojet Rocketdyne’s alleged interference with his employment with Inflective. Mr. Rachaiah sought to assert claims against Aerojet Rocketdyne for intentional interference with contractual relations, intentional and negligent interference with prospective economic advantage, inducing breach of contract, intentional and negligent misrepresentation, and declaratory relief. Aerojet Rocketdyne opposed intervention, and the Court ultimately denied Mr. Rachaiah’s motion to intervene. After the Court denied Rachaiah’s motion to intervene, on December 30, 2015, Rachaiah filed a separate lawsuit in the Superior Court of the State of California, Sacramento County, Satish Rachaiah v. Aerojet Rocketdyne, Inc. , Case No. 34-2015-00188516 . The complaint was served on the Company on April 7, 2016 and an amended complaint was served on June 17, 2016. Rachaiah asserts the same claims in his separate lawsuit as he attempted to when he tried to intervene. On June 3, 2016, the court granted Rachaiah’s motion to consolidate the case with the Inflective litigation, finding that two cases involve common parties, witnesses, legal issues and facts. Aerojet Rocketdyne filed a demurrer to Rachaiah’s first amended complaint on July 22, 2016. On September 26, 2016, the Court granted the demurrer in part and overruled it in part, dismissing the plaintiff’s claims for intentional and negligent interference with prospective economic relations with leave to amend. On October 6, 2016, Rachaiah filed a second amended complaint, once again asserting claims for intentional and negligent interference with prospective economic relations.
The Company has no t recorded any liability for either of these matters as of September 30, 2016 .
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 has filed its answer and discovery has commenced. The Company has alerted its insurance carriers of this action and on September 23, 2015, the Company tendered the defense of the case to Aerotek pursuant to Aerotek’s contract for services with Aerojet Rocketdyne. Aerotek has not yet provided its response. No liability for this matter has been recorded by the Company as of September 30, 2016 .
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 fatality to determine if criminal charges will be recommended. In August 2016, the BOI advised that it had completed its investigation and the criminal aspect of the case was closed. A pre-hearing conference on the Company’s appeal of the citations is scheduled for the first quarter of fiscal 2017.
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 some 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

19



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 September 30, 2016 , the aggregate range of these anticipated environmental costs was $353.3 million to $528.2 million and the accrued amount was $353.3 million . See Note 7(c) for a summary of the environmental reserve activity. Of these accrued liabilities, approximately 99% 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 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 was issued by the EPA on August 4, 2015. Aerojet Rocketdyne anticipates EPA will issue a UAO or negotiate a consent decree for implementation of the remedy. A draft Remedial Investigation Report for the Island Operable Unit was submitted in January 2013 and the Final Remedial Investigation Report was issued on September 3, 2015. A portion of the Island Operable Unit, Area 40, which is related to the Hillsborough sale, is being handled separately and Aerojet Rocketdyne submitted a draft Feasibility Study to the agencies on June 23, 2016. The remaining operable units are under various stages of investigation. On September 22, 2016, the EPA completed its first five-year remedy review of the Sacramento superfund site.  The five-year review required by statute and regulation applies to all remedial actions which result in hazardous substances above levels that allow unlimited use and unrestricted exposure.  The Company is evaluating the report.
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 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 September 30, 2016 , the estimated range of anticipated costs discussed above for the Sacramento, California site was $211.0 million to $326.2 million and the accrued amount was $211.0 million included as a component of the Company’s environmental reserves. The primary reason for the increase in the reserve related to the Sacramento site was that in the third quarter of fiscal 2016 the Company reached a decision with the U. S. government on the treatment of certain utility costs. To reflect the impact of this decision, the Company recorded a reserve increase of approximately $55 million for the estimated impact over a fifteen year reserve period. Expenditures associated with this matter are partially recoverable. See Note 7(c) below for further discussion on recoverability.

20



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 “Water Entities”). The Project Agreement, which has a term of fifteen years, became effective May 9, 2002 and will terminate in May 2017 . 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 and Aerojet Rocketdyne and the other Cooperating Respondents have participated in settlement discussions regarding the expiration of the Project Agreement in 2017 and the path forward. Discussions have occurred over the summer of 2015 and on September 10, 2015, the parties, including the EPA, met to discuss progress including a new Project Agreement to commence in 2017. At this meeting, Aerojet Rocketdyne and the other Cooperating Respondents proposed a new Project Agreement term limit of five years. That proposal was rejected by the EPA and the Water Entities which want a longer term. The parties continue to work cooperatively and have exchanged counter proposals. Negotiations are ongoing with mediation sessions held on September 14 and 15, 2016. Additional discussions and meetings are scheduled for October and November 2016. Pursuant to the Project Agreement, the Cooperating Respondents fund through an escrow account the capital, operation, 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, and Fairchild Corporation (“Fairchild”), have filed for bankruptcy and are no longer participating in the Project Agreement. The interim allocation accounted for their shares. On September 30, 2014, another of the Cooperating Respondents, Reichhold, Inc. ("Reichhold"), filed for bankruptcy under Chapter 11. Reichhold has stopped paying and Aerojet Rocketdyne increased its contribution for its portion of Reichhold’s share of the financial assurance. Aerojet Rocketdyne and the remaining Cooperating Respondents are completing a final allocation agreement under which Aerojet Rocketdyne’s share of the costs will be approximately 74% provided that Aerojet Rocketdyne assumes the Reichhold share and all currently funding parties participate in the allocation beyond the expiration of the current agreement.
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 September 30, 2016 , the estimated range of anticipated costs was $130.2 million to $182.2 million and the accrued amount was $130.2 million included as a component of the Company’s environmental reserves. The primary reason for the increase in the reserve in fiscal 2015 related to BPOU is to reflect the anticipated costs through the term of a new Project Agreement, and the amount accrued is based on an estimate of the anticipated length of a new project agreement. There can be no assurance that the term of the new Project Agreement will not be longer than proposed by the Company and/or broader in scope and, if so, the Company may be required to make an additional accrual to reflect the longer time period and/or broader scope. Expenditures associated with this matter are partially recoverable. See Note 7(c) below for further discussion on recoverability.
Wabash, Indiana Site
As part of the Company's automotive business that was divested in 2004, 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. The Company acquired a separate residence in August 2016 where indoor air screening levels were exceeded and a mitigation system was not economically feasible. The Company anticipates donating the property to the City of Wabash for use in connection with a City park.  The Company conducted further investigations of the site in accordance with the IDEM request and approved work plan. The Company met

21



with IDEM on May 24, 2016 to present the results of the further investigation and IDEM requested the Company to submit a remedial action plan. The remedial action plan is anticipated to be submitted in late 2016 with implementation anticipated in 2017. 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 September 30, 2016 , the estimated range of the Company's share of anticipated costs for the Wabash, Indiana site was $0.3 million to $0.8 million and the accrued amount was $0.3 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 currently estimated through the term of a new Project Agreement as proposed by Aerojet Rocketdyne, which the Water Entities and the EPA have rejected. There can be no assurance that the term of the new Project Agreement will not be longer than the term the Company estimated and/or broader in scope and, if so, the Company may be required to make an additional accrual to reflect the longer term and/or broader scope. As the period for which estimated environmental remediation costs lengthens, 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 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 (1)

Total
Environmental
Reserve
 
(In millions)
November 30, 2015
$
153.0


$
140.1


$
7.8

 
$
300.9

 
$
5.2

 
$
306.1

Additions
0.5

 

 

 
0.5

 

 
0.5

Expenditures
(0.9
)
 
(3.4
)
 

 
(4.3
)
 

 
(4.3
)
December 31, 2015
152.6

 
136.7

 
7.8

 
297.1

 
5.2

 
302.3

Additions
71.4


3.7


1.8

 
76.9

 

 
76.9

Expenditures
(13.0
)

(10.2
)

(1.9
)
 
(25.1
)
 
(0.8
)
 
(25.9
)
September 30, 2016
$
211.0


$
130.2


$
7.7


$
348.9


$
4.4


$
353.3

______
(1) Related to the Company's legacy business operations that are primarily non-recoverable environmental remediation expenses from the U.S. government.
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):

22



Pre-Close Environmental Costs
$
20.0

Amount spent through September 30, 2016
(19.6
)
Amount included as a component of reserves for environmental remediation costs in the unaudited condensed consolidated balance sheet as of September 30, 2016
(0.4
)
Remaining Pre-Close Environmental Costs
$

The Company expects that the cumulative clean-up costs will exceed $20 million in fiscal 2017 after which ARC will be responsible for such costs due to contamination existing at the time of the acquisition and still requiring remediation and monitoring. On May 6, 2016, ARC informed Aerojet Rocketdyne that it is disputing certain costs that Aerojet Rocketdyne is attributing to the $20 million Pre-Close Environmental Costs.  Aerojet Rocketdyne is evaluating the claim.
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 an annual and a cumulative limitation. The current annual billing limitation to Northrop is $6.0 million .
Most of the environmental costs are incurred by the Company's Aerospace and Defense segment, and certain of these future costs are allowable to be included in the Company’s contracts with the U.S. government and allocable to Northrop until the cumulative expenditure limitation is reached. Excluding the receivable from Northrop of $68.3 million discussed below, the Company currently estimates approximately 24% of its future Aerospace and Defense segment environmental costs will not likely be reimbursable and are expensed.
Allowable environmental costs are charged to the Company’s contracts as the costs are incurred. 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.
Pursuant to the Northrop Agreement, environmental expenditures to be reimbursed are subject to annual limitations and the total reimbursements are limited to cumulative expenditure limitation 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 September 30, 2016
(117.7
)
Potential future cost reimbursements available
72.0

Less: Receivable from Northrop included in the unaudited condensed consolidated balance sheet as of September 30, 2016
(68.3
)
Potential future recoverable amounts available under the Northrop Agreement
$
3.7

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:

23



 
Three months ended September 30,
 
Three months ended August 31,
 
Nine months ended September 30,
 
Nine months ended August 31,
 
2016
 
2015
 
2016
 
2015
 
(In millions)
Estimated recoverable amounts under U.S. government contracts
$
53.7

 
$
52.2

 
$
60.0

 
$
60.1

Expense to unaudited condensed consolidated statement of operations
16.4

 
29.5

 
16.9

 
33.2

Total environmental reserve adjustments
$
70.1

 
$
81.7

 
$
76.9

 
$
93.3

Note 8. Arrangements with Off-Balance Sheet Risk
As of September 30, 2016 , arrangements with off-balance sheet risk consisted of:
$45.3 million in outstanding commercial letters of credit expiring throughout 2017 , the majority of which may be renewed, primarily to collateralize obligations for environmental remediation and insurance coverage.
$45.6 million in outstanding surety bonds to primarily satisfy indemnification obligations for environmental remediation coverage.
Up to $120.0 million aggregate in guarantees by the Company of Aerojet Rocketdyne’s obligations to U.S. government agencies for environmental remediation activities.
Guarantees, jointly and severally, by the Company’s material domestic subsidiaries of their obligations under the Senior Credit Facility.
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: (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 Plans
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 recovered as a component of overhead in fiscal 2014. These restructuring costs 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 acquisition 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.

24



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 and third quarters of fiscal 2015, the Company recorded reductions to the liability of $5.1 million and $1.5 million , respectively, primarily for payments made under the cost reduction plan and changes to the expected headcount reduction. These costs were a component of the Company’s fiscal 2015 U.S. government forward pricing rate 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 four -year CIP program of approximately $110 million (excluding approximately $32 million of capital expenditures). The Company has incurred $14.2 million related to the CIP program through September 30, 2016 and additionally the Company has incurred $24.9 million in capital expenditures to support the CIP. A summary of the Company's CIP reserve activity is shown below:
 
Severance
 
Retention
 
Total
 
(In millions)
February 28, 2015
$

 
$

 
$

Accrual established
12.9

 
2.7

 
15.6

Payments
(1.8
)
 

 
(1.8
)
November 30, 2015
11.1

 
2.7

 
13.8

Accrual
(0.2
)