Condensed Consolidating Financial Information, (As Restated for fiscal 2014 and 2013)

The Company is providing condensed consolidating financial information for its domestic subsidiaries that have guaranteed the 7¹/₈% Notes, and for those subsidiaries that have not guaranteed the 7¹/₈% Notes. These 100% owned subsidiary guarantors (Aerojet Rocketdyne, Aerojet Rocketdyne of DE, Inc. (formerly PWR), Arde and Arde-Barinco) have, jointly and severally, fully and unconditionally guaranteed the 7¹/₈% Notes subject to release under the following circumstances: (i) to enable the disposition of such property or assets to a party that is not the Company or a subsidiary guarantor to the extent permitted by and consummated in compliance with the indenture governing the 7¹/₈% Notes; (ii) in case of a subsidiary guarantor that is released from its subsidiary guarantee, the release of the property and assets of such subsidiary guarantor; (iii) as permitted or required by the intercreditor agreement; (iv) with the consent of the holder of at least a majority in principal amount of the outstanding 7¹/₈% Notes; or (v) when permitted or required by the indenture governing the 7¹/₈% Notes. Prior to the consummation of the Acquisition and escrow release date, the 7¹/₈% Notes were secured by a first priority security interest in the escrow account and all deposits and investment property therein. Following the consummation of the Acquisition and escrow release date on June 14, 2013, the subsidiary guarantees are a senior secured obligation of each subsidiary guarantor and rank (i) effectively junior to all of existing and future first-priority senior secured debt, including borrowings under the Senior Credit Facility, to the extent of the value of the assets securing such debt; (ii) effectively senior to all of the Company’s existing and future unsecured senior debt; (iii) senior in right of payment to all of the Company’s existing and future subordinated debt; and (iv) structurally subordinated to all existing and future liabilities of non-guarantor subsidiaries.

The Company has not presented separate financial and narrative information for each of the subsidiary guarantors because it believes that such financial and narrative information would not provide investors with any additional information that would be material in evaluating the sufficiency of the guarantees. Therefore, the following condensed consolidating financial information summarizes the financial position, results of operations, and cash flows for the Company’s guarantor and non-guarantor subsidiaries.

Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income



Year ended fiscal 2015	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	1,667.7	$	40.6		$	—		$	1,708.3
Cost of sales (exclusive of items shown separately below)	—			1,462.6		29.6			(0.6		)	1,491.6
Selling, general and administrative	23.8			23.4		1.8			—			49.0
Depreciation and amortization	0.1			64.0		1.0			—			65.1
Interest expense	48.0			2.4		—			—			50.4
Other, net	12.4			58.0		(2.0		)	0.6			69.0
(Loss) income from continuing operations before income taxes	(84.3		)	57.3		10.2			—			(16.8		)
Income tax (benefit) provision	(31.1		)	27.5		3.9			—			0.3
(Loss) income from continuing operations	(53.2		)	29.8		6.3			—			(17.1		)
Income from discontinued operations	0.9			—		—			—			0.9
(Loss) income before equity income of subsidiaries	(52.3		)	29.8		6.3			—			(16.2		)
Equity income of subsidiaries	36.1			—		—			(36.1		)	—
Net (loss) income	$	(16.2	)	$	29.8	$	6.3		$	(36.1	)	$	(16.2	)
Comprehensive (loss) income	$	(24.2	)	$	21.9	$	6.3		$	(28.2	)	$	(24.2	)



Year ended fiscal 2014, As Restated	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	1,575.7		$	26.5		$	—		$	1,602.2
Cost of sales (exclusive of items shown separately below)	—			1,382.8			23.9			(0.5		)	1,406.2
Selling, general and administrative	12.8			23.8			1.6			—			38.2
Depreciation and amortization	0.1			62.5			1.1			—			63.7
Interest expense	50.1			2.6			—			—			52.7
Other, net	59.1			18.5			(3.7		)	0.5			74.4
(Loss) income from continuing operations before income taxes	(122.1		)	85.5			3.6			—			(33.0		)
Income tax (benefit) provision	(8.3		)	22.9			1.7			—			16.3
(Loss) income from continuing operations	(113.8		)	62.6			1.9			—			(49.3		)
Loss from discontinued operations	(0.7		)	—			—			—			(0.7		)
(Loss) income before equity income of subsidiaries	(114.5		)	62.6			1.9			—			(50.0		)
Equity income of subsidiaries	64.5			—			—			(64.5		)	—
Net (loss) income	$	(50.0	)	$	62.6		$	1.9		$	(64.5	)	$	(50.0	)
Comprehensive (loss) income	$	(155.4	)	$	(25.0	)	$	1.9		$	23.1		$	(155.4	)



Year ended fiscal 2014, As Reported	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	1,570.9		$	26.5		$	—		$	1,597.4
Cost of sales (exclusive of items shown separately below)	—			1,384.7			23.9			(0.5		)	1,408.1
Selling, general and administrative	12.6			23.7			1.6			—			37.9
Depreciation and amortization	0.1			62.5			1.1			—			63.7
Interest expense	50.1			2.6			—			—			52.7
Other, net	59.1			18.5			(3.7		)	0.5			74.4
(Loss) income from continuing operations before income taxes	(121.9		)	78.9			3.6			—			(39.4		)
Income tax (benefit) provision	(8.4		)	19.6			1.7			—			12.9
(Loss) income from continuing operations	(113.5		)	59.3			1.9			—			(52.3		)
Loss from discontinued operations	(0.7		)	—			—			—			(0.7		)
(Loss) income before equity income of subsidiaries	(114.2		)	59.3			1.9			—			(53.0		)
Equity income of subsidiaries	61.2			—			—			(61.2		)	—
Net (loss) income	$	(53.0	)	$	59.3		$	1.9		$	(61.2	)	$	(53.0	)
Comprehensive (loss) income	$	(164.8	)	$	(33.3	)	$	1.9		$	31.4		$	(164.8	)



Year ended fiscal 2013, As Restated	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	1,349.7		$	28.4		$	—		$	1,378.1
Cost of sales (exclusive of items shown separately below)	—			1,211.0			23.9			(0.6		)	1,234.3
Selling, general and administrative	31.1			21.2			1.3			—			53.6
Depreciation and amortization	0.1			42.3			1.1			—			43.5
Interest expense	46.2			2.5			—			—			48.7
Other, net	32.8			2.9			(2.6		)	0.6			33.7
(Loss) income from continuing operations before income taxes	(110.2		)	69.8			4.7			—			(35.7		)
Income tax benefit	(81.8		)	(106.3		)	(10.3		)	—			(198.4		)
(Loss) income from continuing operations	(28.4		)	176.1			15.0			—			162.7
Income from discontinued operations	0.2			—			—			—			0.2
(Loss) income before equity income of subsidiaries	(28.2		)	176.1			15.0			—			162.9
Equity income of subsidiaries	191.1			—			—			(191.1		)	—
Net income	$	162.9		$	176.1		$	15.0		$	(191.1	)	$	162.9
Comprehensive income	$	420.9		$	366.1		$	15.0		$	(381.1	)	$	420.9



Year ended fiscal 2013, As Reported	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	1,354.7		$	28.4		$	—		$	1,383.1
Cost of sales (exclusive of items shown separately below)	—			1,206.3			23.9			(0.6		)	1,229.6
Selling, general and administrative	31.1			21.2			1.3			—			53.6
Depreciation and amortization	0.1			42.6			1.1			—			43.8
Interest expense	46.2			2.5			—			—			48.7
Other, net	32.8			2.8			(2.6		)	0.6			33.6
(Loss) income from continuing operations before income taxes	(110.2		)	79.3			4.7			—			(26.2		)
Income tax benefit	(81.8		)	(101.8		)	(10.3		)	—			(193.9		)
(Loss) income from continuing operations	(28.4		)	181.1			15.0			—			167.7
Income from discontinued operations	0.2			—			—			—			0.2
(Loss) income before equity income of subsidiaries	(28.2		)	181.1			15.0			—			167.9
Equity income of subsidiaries	196.1			—			—			(196.1		)	—
Net income	$	167.9		$	181.1		$	15.0		$	(196.1	)	$	167.9
Comprehensive income	$	431.8		$	375.7		$	15.0		$	(390.7	)	$	431.8

Condensed Consolidating Balance Sheets



November 30, 2015	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
	(In millions)
Cash and cash equivalents	$	221.9		$	—	$	—	$	(10.8	)	$	211.1
Accounts receivable	—			167.4		4.1		—			171.5
Inventories	—			150.8		6.7		—			157.5
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs	—			30.0		—		—			30.0
Other current assets, net	3.1			57.5		0.9		—			61.5
Income taxes	44.2			0.3		—		(41.6		)	2.9
Deferred income taxes	6.5			20.4		1.2		—			28.1
Total current assets	275.7			426.4		12.9		(52.4		)	662.6
Property, plant and equipment, net	4.7			355.3		5.8		—			365.8
Recoverable from the U.S. government and other third parties for environmental remediation costs	0.7			209.7		—		—			210.4
Deferred income taxes	66.2			203.4		17.1		—			286.7
Goodwill	—			158.1		—		—			158.1
Intercompany receivable	—			192.9		34.5		(227.4		)	—
Investments in subsidiaries	543.2			—		—		(543.2		)	—
Other noncurrent assets and intangibles, net	31.4			258.6		61.3		—			351.3
Total assets	$	921.9		$	1,804.4	$	131.6	$	(823.0	)	$	2,034.9
Short-term borrowings and current portion of long-term debt	$	5.0		$	0.3	$	—	$	—		$	5.3
Accounts payable	1.0			112.9		2.1		(10.8		)	105.2
Reserves for environmental remediation costs	0.7			31.9		—		—			32.6
Postretirement medical and life insurance benefits	4.6			1.4		—		—			6.0
Other current liabilities and advance payments on contracts	26.8			413.4		6.4		(41.6		)	405.0
Total current liabilities	38.1			559.9		8.5		(52.4		)	554.1
Long-term debt	646.6			0.1		—		—			646.7
Reserves for environmental remediation costs	4.5			269.0		—		—			273.5
Pension benefits	98.8			467.4		—		—			566.2
Intercompany payable	227.4			—		—		(227.4		)	—
Postretirement medical and life insurance benefits	32.9			12.6		—		—			45.5
Other noncurrent liabilities	19.1			62.6		12.7		—			94.4
Total liabilities	1,067.4			1,371.6		21.2		(279.8		)	2,180.4
Commitments and contingencies (Note 9)
Redeemable common stock	0.9			—		—		—			0.9
Total stockholders’ (deficit) equity	(146.4		)	432.8		110.4		(543.2		)	(146.4		)
Total liabilities, redeemable common stock, and stockholders’ (deficit) equity	$	921.9		$	1,804.4	$	131.6	$	(823.0	)	$	2,034.9



November 30, 2014, As Restated	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
	(In millions)
Cash and cash equivalents	$	271.6		$	—	$	—	$	(5.7	)	$	265.9
Accounts receivable	—			168.0		2.5		—			170.5
Inventories	—			132.6		5.4		—			138.0
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs	0.1			25.3		—		—			25.4
Other current assets, net	3.5			34.3		0.8		—			38.6
Income taxes	31.0			1.8		—		(30.7		)	2.1
Deferred income taxes	5.6			13.4		0.9		—			19.9
Total current assets	311.8			375.4		9.6		(36.4		)	660.4
Property, plant and equipment, net	4.7			355.9		5.9		—			366.5
Recoverable from the U.S. government and other third parties for environmental remediation costs	0.7			86.5		—		—			87.2
Deferred income taxes	57.4			186.1		17.9		—			261.4
Goodwill	—			158.1		—		—			158.1
Intercompany receivable	—			97.7		29.2		(126.9		)	—
Investments in subsidiaries	500.2			—		—		(500.2		)	—
Other noncurrent assets and intangibles, net	28.1			300.9		56.0		—			385.0
Total assets	$	902.9		$	1,560.6	$	118.6	$	(663.5	)	$	1,918.6
Short-term borrowings and current portion of long-term debt	$	5.0		$	0.3	$	—	$	—		$	5.3
Accounts payable	1.5			103.6		4.6		(5.7		)	104.0
Reserves for environmental remediation costs	1.0			30.9		—		—			31.9
Other current liabilities and advance payments on contracts	32.1			413.9		3.5		(30.7		)	418.8
Postretirement medical and life insurance benefits	5.0			1.4		—		—			6.4
Total current liabilities	44.6			550.1		8.1		(36.4		)	566.4
Long-term debt	776.6			0.3		—		—			776.9
Reserves for environmental remediation costs	4.8			129.3		—		—			134.1
Pension benefits	67.0			415.8		—		—			482.8
Intercompany payable	126.9			—		—		(126.9		)	—
Postretirement medical and life insurance benefits	37.7			14.0		—		—			51.7
Other noncurrent liabilities	19.2			49.8		11.6		—			80.6
Total liabilities	1,076.8			1,159.3		19.7		(163.3		)	2,092.5
Commitments and contingencies (Note 9)
Redeemable common stock	1.6			—		—		—			1.6
Total stockholders’ (deficit) equity	(175.5		)	401.3		98.9		(500.2		)	(175.5		)
Total liabilities, redeemable common stock, and stockholders’ (deficit) equity	$	902.9		$	1,560.6	$	118.6	$	(663.5	)	$	1,918.6



November 30, 2014, As Reported	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
	(In millions)
Cash and cash equivalents	$	271.6		$	—	$	—	$	(5.7	)	$	265.9
Accounts receivable	—			170.4		2.5		—			172.9
Inventories	—			133.6		5.4		—			139.0
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs	0.1			25.3		—		—			25.4
Other current assets, net	3.5			31.6		0.8		—			35.9
Income taxes	31.0			1.8		—		(30.7		)	2.1
Deferred income taxes	5.6			18.8		0.9		—			25.3
Total current assets	311.8			381.5		9.6		(36.4		)	666.5
Property, plant and equipment, net	4.7			356.9		5.9		—			367.5
Recoverable from the U.S. government and other third parties for environmental remediation costs	0.7			80.5		—		—			81.2
Deferred income taxes	57.7			183.4		17.9		—			259.0
Goodwill	—			164.4		—		—			164.4
Intercompany receivable	—			97.7		29.2		(126.9		)	—
Investments in subsidiaries	503.0			—		—		(503.0		)	—
Other noncurrent assets and intangibles, net	28.1			298.9		56.0		—			383.0
Total assets	$	906.0		$	1,563.3	$	118.6	$	(666.3	)	$	1,921.6
Short-term borrowings and current portion of long-term debt	$	5.0		$	0.3	$	—	$	—		$	5.3
Accounts payable	1.5			103.1		4.6		(5.7		)	103.5
Reserves for environmental remediation costs	1.0			30.9		—		—			31.9
Other current liabilities and advance payments on contracts	31.5			415.9		3.5		(30.7		)	420.2
Postretirement medical and life insurance benefits	5.0			1.4		—		—			6.4
Total current liabilities	44.0			551.6		8.1		(36.4		)	567.3
Long-term debt	776.6			0.3		—		—			776.9
Reserves for environmental remediation costs	4.8			129.3		—		—			134.1
Pension benefits	67.0			415.8		—		—			482.8
Intercompany payable	126.9			—		—		(126.9		)	—
Postretirement medical and life insurance benefits	37.7			14.0		—		—			51.7
Other noncurrent liabilities	19.9			48.2		11.6		—			79.7
Total liabilities	1,076.9			1,159.2		19.7		(163.3		)	2,092.5
Commitments and contingencies (Note 8)
Redeemable common stock	1.6			—		—		—			1.6
Total stockholders’ (deficit) equity	(172.5		)	404.1		98.9		(503.0		)	(172.5		)
Total liabilities, redeemable common stock, and stockholders’ (deficit) equity	$	906.0		$	1,563.3	$	118.6	$	(666.3	)	$	1,921.6

Condensed Consolidating Statements of Cash Flows



Year ended fiscal 2015	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net cash (used in) provided by operating activities	$	(66.3	)	$	130.2		$	6.3		$	(5.1	)	$	65.1
Cash flows from investing activities:
Capital expenditures	—			(35.8		)	(1.0		)	—			(36.8		)
Other investing	—			1.0			—			—			1.0
Net cash used in investing activities	—			(34.8		)	(1.0		)	—			(35.8		)
Cash flows from financing activities:
Debt repayments / repurchases	(81.0		)	(0.2		)	—			—			(81.2		)
Net transfers from (to) parent	100.5			(95.2		)	(5.3		)	—			—
Other financing activities	(2.9		)	—			—			—			(2.9		)
Net cash provided by (used in) financing activities	16.6			(95.4		)	(5.3		)	—			(84.1		)
Net decrease in cash and cash equivalents	(49.7		)	—			—			(5.1		)	(54.8		)
Cash and cash equivalents at beginning of year	271.6			—			—			(5.7		)	265.9
Cash and cash equivalents at end of period	$	221.9		$	—		$	—		$	(10.8	)	$	211.1



Year ended fiscal 2014, As Restated	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net cash (used in) provided by operating activities	$	(35.2	)	$	194.0		$	(2.5	)	$	(5.7	)	$	150.6
Cash flows from investing activities:
Capital expenditures	(0.1		)	(42.8		)	(0.5		)	—			(43.4		)
Other investing activities	0.2			7.5			—			—			7.7
Net cash provided by (used in) investing activities	0.1			(35.3		)	(0.5		)	—			(35.7		)
Cash flows from financing activities:
Debt repayments / repurchases	(166.1		)	(0.2		)	—			—			(166.3		)
Proceeds from issuance of debt	189.0			—			—			—			189.0
Debt issuance costs	(4.2		)	—			—			—			(4.2		)
Net transfers from (to) parent	160.4			(163.4		)	3.0			—			—
Other financing activities	(65.1		)	—			—			—			(65.1		)
Net cash provided by (used in) financing activities	114.0			(163.6		)	3.0			—			(46.6		)
Net increase (decrease) in cash and cash equivalents	78.9			(4.9		)	—			(5.7		)	68.3
Cash and cash equivalents at beginning of year	192.7			4.9			—			—			197.6
Cash and cash equivalents at end of period	$	271.6		$	—		$	—		$	(5.7	)	$	265.9



Year ended fiscal 2014, As Reported	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net cash (used in) provided by operating activities	$	(35.4	)	$	194.0		$	(2.5	)	$	(5.7	)	$	150.4
Cash flows from investing activities:
Capital expenditures	(0.1		)	(42.8		)	(0.5		)	—			(43.4		)
Other investing activities	0.2			7.5			—			—			7.7
Net cash provided by (used in) investing activities	0.1			(35.3		)	(0.5		)	—			(35.7		)
Cash flows from financing activities:
Debt repayments / repurchases	(166.1		)	(0.2		)	—			—			(166.3		)
Proceeds from issuance of debt	189.0			—			—			—			189.0
Debt issuance costs	(4.2		)	—			—			—			(4.2		)
Net transfers from (to) parent	160.4			(163.4		)	3.0			—			—
Other financing activities	(64.9		)	—			—			—			(64.9		)
Net cash provided by (used in) financing activities	114.2			(163.6		)	3.0			—			(46.4		)
Net increase (decrease) in cash and cash equivalents	78.9			(4.9		)	—			(5.7		)	68.3
Cash and cash equivalents at beginning of year	192.7			4.9			—			—			197.6
Cash and cash equivalents at end of period	$	271.6		$	—		$	—		$	(5.7	)	$	265.9



Year ended fiscal 2013, As Restated	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net cash (used in) provided by operating activities	$	(40.4	)	$	105.1		$	2.4		$	10.3		$	77.4
Cash flows from investing activities:
Capital expenditures	—			(62.5		)	(0.7		)	—			(63.2		)
Other investing	—			(411.7		)	—			—			(411.7		)
Net cash used in investing activities	—			(474.2		)	(0.7		)	—			(474.9		)
Cash flows from financing activities:
Debt repayments / repurchases	(12.6		)	(0.2		)	—			—			(12.8		)
Proceeds from issuance of debt	460.0			—			—			—			460.0
Debt issuance costs	(14.9		)	—			—			—			(14.9		)
Net transfers (to) from parent	(372.5		)	374.2			(1.7		)	—			—
Other financing activities	0.7			—			—			—			0.7
Net cash provided by financing activities	60.7			374.0			(1.7		)	—			433.0
Net increase in cash and cash equivalents	20.3			4.9			—			10.3			35.5
Cash and cash equivalents at beginning of year	172.4			—			—			(10.3		)	162.1
Cash and cash equivalents at end of period	$	192.7		$	4.9		$	—		$	—		$	197.6



Year ended fiscal 2013, As Reported	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net cash (used in) provided by operating activities	$	(40.2	)	$	105.1		$	2.4		$	10.3		$	77.6
Cash flows from investing activities:
Capital expenditures	—			(62.5		)	(0.7		)	—			(63.2		)
Other investing	—			(411.7		)	—			—			(411.7		)
Net cash used in investing activities	—			(474.2		)	(0.7		)	—			(474.9		)
Cash flows from financing activities:
Debt repayments / repurchases	(12.6		)	(0.2		)	—			—			(12.8		)
Proceeds from issuance of debt	460.0			—			—			—			460.0
Debt issuance costs	(14.9		)	—			—			—			(14.9		)
Net transfers (to) from parent	(372.5		)	374.2			(1.7		)	—			—
Other financing activities	0.5			—			—			—			0.5
Net cash provided by financing activities	60.5			374.0			(1.7		)	—			432.8
Net increase in cash and cash equivalents	20.3			4.9			—			10.3			35.5
Cash and cash equivalents at beginning of year	172.4			—			—			(10.3		)	162.1
Cash and cash equivalents at end of period	$	192.7		$	4.9		$	—		$	—		$	197.6