Retirement Benefits, (As Restated for fiscal 2014 and 2013)

a. Plan Descriptions

Pension Benefits

The Company's defined benefit pension plan future benefit accrual was discontinued in fiscal 2009. As of November 30, 2015, the Company’s total defined benefit pension plan assets, total projected benefit obligations, and unfunded pension obligation for the tax-qualified pension plans were approximately $964.1 million, $1,549.5 million, and $566.2 million, respectively.

The Company expects to make cash contributions of approximately $23 million to its tax-qualified defined benefit pension plan in fiscal 2016. The Company estimates that approximately 83% of its unfunded pension obligation as of November 30, 2015 is related to Aerojet Rocketdyne which will be recoverable through its U.S. government contracts.

On July 6, 2012, the Moving Ahead for Progress in the 21st Century Act (“MAP-21”) was signed into law by the U.S. government. MAP-21, in part, provides temporary relief for employers who sponsor defined benefit pension plans related to funding contributions under the Employee Retirement Income Security Act of 1974. Specifically, MAP-21 implemented a 25-year average interest rate corridor around the 24-month interest rate used for purposes of determining minimum funding obligations. This relief deferred minimum required pension funding. On August 8, 2014, the Highway and Transportation Funding Act was signed into law, which enacts the pension provision that delays the widening of the interest corridor under MAP-21. This law increased the interest rates for the plan year beginning December 1, 2013 and decreased the minimum funding requirement for Pension Protection Act ("PPA"). In November 2015, President Obama signed into law the Bipartisan Budget Act of 2015 which further delayed the widening of interest rate corridors and will result in higher interest rates and lower PPA minimum funding requirements in future years than under the prior law.

The PPA requires underfunded pension plans to improve their funding ratios based on the funded status of the plan as of specified measurement dates through contributions or application of prepayment credits. As of the last measurement date at November 30, 2015, the Company has accumulated $8.3 million in prepayment credits as a result of advanced funding.

The funded status of the Company's tax-qualified pension plan may be adversely affected by the investment experience of the plan's assets, by any changes in U.S. law and by changes in the statutory interest rates used by tax-qualified pension plans in the U.S. to calculate funding requirements. Accordingly, if the performance of the Company’s plan's assets does not meet assumptions, if there are changes to the Internal Revenue Service regulations or other applicable law or if other actuarial assumptions are modified, future contributions to the underfunded pension plans could be higher than the Company expects.

In conjunction with the Acquisition, the Company recorded a $5.3 million pension liability associated with Rocketdyne’s bargaining unit employees. Effective November 30, 2014 and December 31, 2014, the Company discontinued benefit accruals for certain Rocketdyne’s bargaining unit employees. Effective April 1, 2016, the Company will discontinue the benefit accrual for the remaining Rocketdyne’s bargaining unit employees.

Medical and Life Insurance Benefits

The Company provides medical and life insurance benefits to certain eligible retired employees, with varied coverage by employee group. Generally, employees hired after January 1, 1997 are not eligible for retiree medical and life insurance benefits. The medical benefit plan provides for cost sharing between the Company and its retirees in the form of retiree contributions, deductibles, and coinsurance. Medical and life insurance benefit obligations are unfunded. Medical and life insurance benefit cash payments for eligible retired employees are recoverable under the Company’s U.S. government contracts.

Defined Contribution 401(k) Benefits

The Company sponsors a defined contribution 401(k) plan and participation in the plan is available to substantially all employees. The Company makes matching contributions in cash equal to 100% of the first 3% of the participants’ compensation contributed and 50% of the next 3% of the compensation contributed. The cost of the 401(k) plan was $24.9 million, $24.4 million, and $14.7 million in fiscal 2015, 2014, and 2013, respectively.

b. Plan Results

Summarized below is the balance sheet impact of the Company’s pension benefits and medical and life insurance benefits. Pension benefits include the consolidated tax-qualified plan and the unfunded non-qualified plan for benefits provided to employees beyond those provided by the Company’s tax-qualified plan. Plan assets, benefit obligations, and the funded status of the plans were determined at November 30, 2015 and 2014 for fiscal 2015 and 2014, respectively.



	Pension Benefits						Medical and Life Insurance Benefits
	As of November 30,
	2015			2014			2015			2014
	(In millions)
Change in fair value of plan assets:
Fair value - beginning of year	$	1,163.1		$	1,249.2		$	—		$	—
(Loss) gain on plan assets	(64.2		)	63.5			—			—
Employer contributions	1.3			1.2			4.8			5.3
Benefits paid (1)	(136.1		)	(133.7		)	(4.8		)	(5.3		)
Lump sum distributions (2)	—			(17.1		)	—			—
Fair value - end of year	$	964.1		$	1,163.1		$	—		$	—
Change in benefit obligation:
Benefit obligation - beginning of year	$	1,666.3		$	1,538.6		$	58.1		$	66.6
Service cost	10.8			8.8			—			0.1
Interest cost	63.6			67.1			1.9			2.5
Plan amendments	2.5			—			—			—
Actuarial losses (gains)	(57.6		)	202.6			(3.7		)	(5.8		)
Benefits paid	(136.1		)	(133.7		)	(4.8		)	(5.3		)
Lump sum distributions (2)	—			(17.1		)	—			—
Benefit obligation - end of year (3)	$	1,549.5		$	1,666.3		$	51.5		$	58.1
Funded status of the plans	$	(585.4	)	$	(503.2	)	$	(51.5	)	$	(58.1	)
Amounts recognized in the consolidated balance sheets:
Postretirement medical and life insurance benefits, current	$	—		$	—		$	(6.0	)	$	(6.4	)
Postretirement medical and life insurance benefits, noncurrent	—			—			(45.5		)	(51.7		)
Pension liability, non-qualified current (component of other current liabilities)	(1.3		)	(1.3		)	—			—
Pension liability, non-qualified (component of other noncurrent liabilities)	(17.9		)	(19.1		)	—			—
Pension benefits, noncurrent	(566.2		)	(482.8		)	—			—
Net liability recognized in the consolidated balance sheets	$	(585.4	)	$	(503.2	)	$	(51.5	)	$	(58.1	)

__________


(1)	Benefits paid for medical and life insurance benefits are net of the Medicare Part D Subsidy of $0.2 million received in fiscal 2015 and 2014.


(2)	During fiscal 2014, the Company offered and distributed lump sum pension payouts to terminated vested participants in the pension plan with a lump sum present value of less than $25,000.


(3)	Pension benefit obligation includes $19.2 million and $20.4 million as of November 30, 2015 and 2014, respectively, for the non-qualified plan.

The accumulated benefit obligation for the defined benefit pension plans was $1,549.4 million and $1,666.0 million as of the November 30, 2015 and 2014 measurement dates, respectively.

Components of retirement benefit expense (income) are:



	Pension Benefits									Medical and Life Insurance Benefits
	Year Ended
	2015			2014			2013			2015			2014			2013
	(In millions)
Service cost	$	10.8		$	8.8		$	6.3		$	—		$	0.1		$	0.1
Interest cost on benefit obligation	63.6			67.1			61.0			1.9			2.5			2.4
Assumed return on plan assets (1)	(88.1		)	(92.6		)	(96.4		)	—			—			—
Amortization of prior service credits	—			—			—			(1.1		)	(0.9		)	(0.9		)
Amortization of net losses (gains)	84.0			54.4			94.6			(3.5		)	(2.9		)	(2.1		)
	$	70.3		$	37.7		$	65.5		$	(2.7	)	$	(1.2	)	$	(0.5	)

__________


(1)	The actual return and rate of return on plan assets are as follows:



	Year Ended
	2015			2014			2013
	(In millions, except rate of return)
Actual return on plan assets	$	(64.2	)	$	63.5		$	141.4
Actual rate of return on plan assets	(6.1		)%	5.1		%	11.8		%

Market conditions and interest rates significantly affect assets and liabilities of the pension plans. Pension accounting permits market gains and losses to be deferred and recognized over a period of years. This “smoothing” results in the creation of other accumulated income or loss which will be amortized to pension costs in future years. The accounting method the Company utilizes recognizes one-fifth of the unamortized gains and losses in the market-related value of pension assets and all other gains and losses including changes in the discount rate used to calculate benefit costs each year. Investment gains or losses for this purpose are the difference between the expected return and the actual return on the market-related value of assets which smoothes asset values over three years. Although the smoothing period mitigates some volatility in the calculation of annual retirement benefit expense, future expenses are impacted by changes in the market value of pension plan assets and changes in interest rates.

c. Plan Assumptions

The Company used the following assumptions, calculated based on a weighted-average, to determine the benefit obligations for the applicable fiscal year.



	Pension Benefits				Medical and Life Insurance Benefits
	2015		2014		2015		2014
Discount rate	4.26	%	3.96	%	3.87	%	3.54	%
Discount rate (benefit restoration plan)	4.32	%	4.01	%	*		*
Ultimate healthcare trend rate	*		*		5.00	%	5.00	%
Initial healthcare trend rate (pre 65/post 65)	*		*		7.00	%	7.00	%
Year ultimate rate attained (pre 65/post 65)	*		*		2021		2021

______


*	Not applicable

The Company used the following assumptions, calculated based on a weighted-average, to determine the periodic benefit expense (income) for the applicable fiscal year.



	Pension Benefits						Medical and Life Insurance Benefits
	2015		2014		2013		2015		2014		2013
Discount rate	3.96	%	4.54	%	3.68	%	3.54	%	3.98	%	3.24	%
Discount rate (benefit restoration plan)	4.01	%	4.65	%	3.77	%	*		*		*
Expected long-term rate of return on plan assets	8.00	%	8.00	%	8.00	%	*		*		*
Ultimate healthcare trend rate	*		*		*		5.00	%	5.00	%	5.00	%
Initial healthcare trend rate (pre 65/post 65)	*		*		*		7.00	%	8.50	%	8.75	%
Year ultimate rate attained (pre 65/post 65)	*		*		*		2021		2021		2021

______


*	Not applicable

Certain actuarial assumptions, such as assumed discount rate, long-term rate of return, and assumed healthcare cost trend rates can have a significant effect on amounts reported for periodic cost of pension benefits and medical and life insurance benefits, as well as respective benefit obligation amounts. The assumed discount rate represents the market rate available for investments in high-quality fixed income instruments with maturities matched to the expected benefit payments for pension and medical and life insurance benefit plans.

The expected long-term rate of return on plan assets represents the rate of earnings expected in the funds invested, and funds to be invested, to provide for anticipated benefit payments to plan participants. The Company evaluated the plan’s historical investment performance, its current and expected asset allocation, and, with input from the Company’s external advisors, developed best estimates of future investment performance of the plan’s assets. Based on this analysis, the Company has assumed a long-term rate of return on plan assets of 8.0% for fiscal 2015. As of November 30, 2015, after evaluating the historical investment performance of plan assets, expected asset allocation, and recent input from the Company’s external advisors, the Company decided to change the long-term expected rate of return on plan assets from 8.0% to 7.0% effective December 1, 2015.

The Company reviews external data and its own historical trends for healthcare costs to determine the healthcare cost trend rates for the medical benefit plans. For fiscal 2015 medical benefit obligations, the Company assumed a 7.0% annual rate of increase for pre and post 65 participants in the per capita cost of covered healthcare claims with the rate decreasing over five years until reaching 5.0%.

A one percentage point change in the key assumptions would have the following effects on the projected benefit obligations as of November 30, 2015 and on expense for fiscal 2015:



	Pension Benefits and Medical and Life Insurance Benefits Discount Rate						Expected Long-term Rate of Return			Assumed Healthcare Cost Trend Rate
	Net Periodic Benefit Expense			Projected Benefit Obligation			Net Periodic Pension Benefit Expense			Net Periodic Medical and Life Insurance Benefit Expense			Accumulated Benefit Obligation
	(In millions)
1% decrease	$	26.5		$	166.1		$	11.1		$	(0.4	)	$	(1.3	)
1% increase	(22.5		)	(139.6		)	(11.1		)	0.4			1.5

d. Plan Assets and Investment Policy

The Company’s investment policy is to maximize the total rate of return with a view toward long-term funding objectives of the plan to ensure that funds are available to meet benefit obligations when due. The plan assets are diversified to the extent necessary to minimize risk and to achieve an optimal balance between risk and return. This return seeking strategy focuses on higher return seeking investments in actively managed investment vehicles with an emphasis toward alternative investments and allows for diversification as to the type of assets, tactical trades, and number of investment managers used to carry out this strategy. This strategy is achieved using diversified asset types, which may include cash, equities, fixed income, real estate, private equity holdings, and derivatives. Allocations between these asset types may change as a result of changing market conditions and tactical investment opportunities.

While the Company does not target specific investment allocations, the Company monitors asset allocations periodically to provide diversification by investment type and investment managers as well as managing overall liquidity to meet the Company’s objective of maximizing the total rate of return. The Company’s pension plan's asset allocations as of November 30, 2015 and 2014, by asset category, are as follows:



	As of November 30,
	2015		2014
Cash and cash equivalents	35	%	18	%
Equity securities	35		32
Fixed income	13		16
Real estate investments	—		2
Private equity holdings	7		9
Alternative investments	10		23
Total	100	%	100	%

The fair value of the Company’s pension plan assets and liabilities by asset category and by level were as follows:



	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In millions)
November 30, 2015
Cash and cash equivalents	$	101.5		$	101.5		$	—		$	—
Equity securities:
Domestic equity securities	361.4			352.9			8.0			0.5
International equity securities	34.3			34.3			—			—
Derivatives:
Written options	0.2			0.2			—			—
Short sales	(62.8		)	(62.8		)	—			—
Fixed income:
Corporate debt securities	27.5			—			27.5			—
Asset-backed securities	96.9			—			96.9			—
Short sales	(3.2		)	(2.5		)	(0.7		)	—
Real estate investments	0.7			—			—			0.7
Total assets at fair value	556.5			$	423.6		$	131.7		$	1.2
Investment measured at NAV
Private equity holdings	62.8
Alternative investments	97.7
Common/collective trusts ("CCTs")	245.3
Total investments measured at NAV	405.8
Receivables	3.8
Payables	(2.0		)
Total assets	$	964.1



	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In millions)
November 30, 2014
Cash and cash equivalents	$	166.4		$	166.4		$	—		$	—
Equity securities:
Domestic equity securities	418.5			412.0			6.5			—
International equity securities	43.3			43.3			—			—
Derivatives:
Purchased options	0.5			0.5			—			—
Written options	(0.6		)	(0.6		)	—			—
Short sales	(96.6		)	(96.6		)	—			—
Fixed income:
Corporate debt securities	86.0			1.0			84.7			0.3
Asset-backed securities	114.0			—			114.0			—
Short sales	(15.4		)	(10.4		)	(5.0		)	—
Real estate investments	25.3			—			—			25.3
Total	741.4			$	515.6		$	200.2		$	25.6
Investment measured at NAV
Private equity holdings	106.8
Alternative investments	267.7
CCTs	45.7
Total investments measured at NAV	420.2
Receivables	12.9
Payables	(11.4		)
Total assets	$	1,163.1

The following is a description of the significant investment strategies and valuation methodologies used for the investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy. There have been no changes in the methodologies used at November 30, 2015 and 2014.

Cash and cash equivalents

Cash and cash equivalents are held in money market accounts or invested in Short-Term Investment Funds (“STIFs”). Cash and cash equivalents held in money market accounts are classified as Level 1 investments. STIFs are measured at NAV and included in CCTs as a reconciling item to the fair value tables above.

Equity securities

Equity securities are invested broadly in U.S. and non-U.S. companies in a variety of sectors and market capitalizations. These investments are comprised of common stocks, exchange-traded funds (“ETFs”), CCTs, derivatives and other investment vehicles. Common stocks and ETFs are stated at fair value as quoted on a recognized securities exchange and are valued at the last reported sales price on the last business day of the fiscal year and are classified as Level 1 investments. Derivatives include call and put options on common stocks or ETFs, which are all listed on an exchange and active market and classified as Level 1 investments. Short sales are short equity positions which are all listed on an exchange and active market and classified as Level 1 investments. Equity securities that are invested in common stock of private companies are priced using unobservable inputs and classified as Level 3 investments. CCTs invested in equity securities are measured at NAV and included as a reconciling item to the fair value tables above.

Fixed income securities

Fixed income securities are invested in a variety of instruments, including, but not limited to, corporate debt securities, CCTs, asset-backed securities, and other investment vehicles. Corporate debt securities are invested in corporate bonds or ETFs. ETFs are traded in an exchange and active market and classified as Level 1 investments. Corporate bonds that are valued at bid evaluations using observable and market-based inputs are classified as Level 2 investments. Corporate bonds that are priced by brokers using unobservable inputs are classified as Level 3 investments. Asset-backed securities, including government-backed mortgage securities, non-government-backed collateralized mortgage obligations, asset-backed securities, and commercial mortgage-backed securities, are valued at bid evaluations and are classified as Level 2 investments. Short sales are short fixed income positions which are classified as Level 1 investments if they are listed on an exchange and active market, and are classified as Level 2 investments if they are valued at bid evaluation using observable and market-based inputs. CCTs invested in fixed income securities are measured at NAV and included as a reconciling item to the fair value tables above.

Real estate investments

Real estate investments include, but are not limited to, investments in office, commercial, residential and industrial properties and are valued based on either cash flows from future rents or sales of comparable properties, which are estimated based on information provided by the Company to independent appraisers. Real estate investments are classified as Level 3 investments.

Private equity holdings

Private equity holdings are primarily limited partnerships and fund-of-funds that mainly invest in U.S. and non-U.S. leveraged buyout, venture capital and special situation strategies. Generally, the individual investments within the partnerships or funds are valued at public market, private market, or appraised value. Private equity holdings are valued at total market value or NAV, which are estimated by investment managers using unobservable inputs such as extrapolated data, proprietary data, or indicative quotes and are and included as a reconciling item to the fair value tables above.

Alternative investments

Alternative investments primarily consist of multi-strategy hedge funds that invest across a range of equity and debt securities in a variety of industry sectors. Alternative investments are valued at NAV calculated by investment managers using unobservable inputs such as extrapolated data, proprietary data, or indicative quotes and are included as a reconciling item to the fair value tables above.

Changes in the fair value of the Level 3 investments were as follows:



	November 30, 2014		Unrealized Gains (Losses) on Plan Assets			Realized Gains (Losses) on Plan Assets		Purchases, Issuances, and Settlements			Transfers out of Level 3		November 30, 2015
	(In millions)
Equity securities:
Domestic equity securities	$	—	$	(0.3	)	$	—	$	—		$	0.8	$	0.5
Fixed income:
Corporate debt securities	0.3		0.1			0.3		(0.7		)	—		—
Real estate investments	25.3		0.2			—		(24.8		)	—		0.7
Total	$	25.6	$	—		$	0.3	$	(25.5	)	$	0.8	$	1.2



	November 30, 2013		Unrealized Gains (Losses) on Plan Assets			Realized Gains (Losses) on Plan Assets		Purchases, Issuances, and Settlements			November 30, 2014
	(In millions)
Equity securities:
Domestic equity securities	$	0.3	$	(0.3	)	$	—	$	—		$	—
Fixed income:
Corporate debt securities	0.4		(0.1		)	—		—			0.3
Real estate investments	15.7		10.0			—		(0.4		)	25.3
Total	$	16.4	$	9.6		$	—	$	(0.4	)	$	25.6

e. Benefit Payments

The following presents estimated future benefit payments:



	Pension Benefit Payments		Medical and Life Insurance Benefits
Year Ending November 30,	Pension Benefit Payments		Gross Benefit Payments		Medicare D Subsidy		Net Benefit Payments
	(In millions)
2016	$	123.6	$	6.3	$	0.3	$	6.0
2017	122.0		6.1		0.3		5.8
2018	119.9		5.8		0.3		5.5
2019	117.2		5.4		0.2		5.2
2020	114.5		5.1		0.2		4.9
Years 2021 - 2025	525.2		19.6		0.8		18.8