Condensed Consolidating Financial Information

The Company is providing unaudited 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., Arde, Inc. and Arde-Barinco, Inc.) 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. 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 unaudited 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

(Unaudited)



Three months ended March 31, 2016	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	348.5		$	8.4		$	—		$	356.9
Cost of sales (exclusive of items shown separately below)	—			302.6			7.3			(0.2		)	309.7
Selling, general and administrative	5.0			6.1			0.5			—			11.6
Depreciation and amortization	—			14.9			0.2			—			15.1
Interest expense	10.7			0.4			—			—			11.1
Other, net	1.6			(0.6		)	(0.5		)	0.2			0.7
(Loss) income from continuing operations before income taxes	(17.3		)	25.1			0.9			—			8.7
Income tax (benefit) provision	(6.3		)	9.3			0.5			—			3.5
(Loss) income from continuing operations	(11.0		)	15.8			0.4			—			5.2
Loss from discontinued operations	(0.1		)	—			—			—			(0.1		)
(Loss) income before equity income of subsidiaries	(11.1		)	15.8			0.4			—			5.1
Equity income of subsidiaries	16.2			—			—			(16.2		)	—
Net income	$	5.1		$	15.8		$	0.4		$	(16.2	)	$	5.1
Comprehensive income	$	14.2		$	22.5		$	0.4		$	(22.9	)	$	14.2



Three months ended February 28, 2015, As Restated	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	317.7	$	5.3		$	—		$	323.0
Cost of sales (exclusive of items shown separately below)	—			281.7		3.8			(0.1		)	285.4
Selling, general and administrative	9.3			5.8		0.5			—			15.6
Depreciation and amortization	—			16.0		0.3			—			16.3
Interest expense	12.9			0.5		—			—			13.4
Other, net	2.0			0.2		(0.7		)	0.1			1.6
(Loss) income from continuing operations before income taxes	(24.2		)	13.5		1.4			—			(9.3		)
Income tax (benefit) provision	(9.1		)	3.1		0.2			—			(5.8		)
(Loss) income from continuing operations	(15.1		)	10.4		1.2			—			(3.5		)
Income from discontinued operations	0.2			—		—			—			0.2
(Loss) income before equity income of subsidiaries	(14.9		)	10.4		1.2			—			(3.3		)
Equity income of subsidiaries	11.6			—		—			(11.6		)	—
Net (loss) income	$	(3.3	)	$	10.4	$	1.2		$	(11.6	)	$	(3.3	)
Comprehensive income	$	8.8		$	19.4	$	1.2		$	(20.6	)	$	8.8



Three months ended February 28, 2015, As Reported	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	313.3	$	5.3		$	—		$	318.6
Cost of sales (exclusive of items shown separately below)	—			279.1		3.8			(0.1		)	282.8
Selling, general and administrative	9.2			5.8		0.5			—			15.5
Depreciation and amortization	—			15.7		0.3			—			16.0
Interest expense	12.9			0.5		—			—			13.4
Other, net	2.0			0.2		(0.7		)	0.1			1.6
(Loss) income from continuing operations before income taxes	(24.1		)	12.0		1.4			—			(10.7		)
Income tax (benefit) provision	(9.2		)	2.4		0.2			—			(6.6		)
(Loss) income from continuing operations	(14.9		)	9.6		1.2			—			(4.1		)
Income from discontinued operations	0.2			—		—			—			0.2
(Loss) income before equity income of subsidiaries	(14.7		)	9.6		1.2			—			(3.9		)
Equity income of subsidiaries	10.8			—		—			(10.8		)	—
Net (loss) income	$	(3.9	)	$	9.6	$	1.2		$	(10.8	)	$	(3.9	)
Comprehensive income	$	8.3		$	18.7	$	1.2		$	(19.9	)	$	8.3



One month ended December 31, 2015	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	94.3		$	2.0		$	—		$	96.3
Cost of sales (exclusive of items shown separately below)	—			73.7			1.8			(0.1		)	75.4
Selling, general and administrative	0.7			1.9			0.2			—			2.8
Depreciation and amortization	—			5.0			0.1			—			5.1
Interest expense	3.7			0.1			—			—			3.8
Other, net	2.3			(2.2		)	—			0.1			0.2
(Loss) income from continuing operations before income taxes	(6.7		)	15.8			(0.1		)	—			9.0
Income tax (benefit) provision	(2.2		)	4.2			—			—			2.0
(Loss) income from continuing operations	(4.5		)	11.6			(0.1		)	—			7.0
Income from discontinued operations	—			—			—			—			—
(Loss) income before equity income of subsidiaries	(4.5		)	11.6			(0.1		)	—			7.0
Equity income of subsidiaries	11.5			—			—			(11.5		)	—
Net income (loss)	$	7.0		$	11.6		$	(0.1	)	$	(11.5	)	$	7.0
Comprehensive income (loss)	$	1.7		$	7.5		$	(0.1	)	$	(7.4	)	$	1.7

Condensed Consolidating Balance Sheets

(Unaudited)



March 31, 2016	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
	(In millions)
Cash and cash equivalents	$	155.4		$	—	$	0.3	$	(0.2	)	$	155.5
Accounts receivable	—			179.0		3.3		—			182.3
Inventories	—			164.6		6.0		—			170.6
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs	—			33.1		—		—			33.1
Other current assets, net	4.2			65.7		0.9		—			70.8
Deferred income taxes	5.5			30.1		1.1		—			36.7
Total current assets	165.1			472.5		11.6		(0.2		)	649.0
Property, plant and equipment, net	4.8			349.0		5.6		—			359.4
Recoverable from the U.S. government and other third parties for environmental remediation costs	0.7			201.2		—		—			201.9
Deferred income taxes	68.4			200.6		17.2		—			286.2
Goodwill	—			158.1		—		—			158.1
Intercompany receivable	—			106.0		33.4		(139.4		)	—
Investments in subsidiaries	573.8			—		—		(573.8		)	—
Other noncurrent assets and intangibles, net	19.1			251.7		62.6		—			333.4
Total assets	$	831.9		$	1,739.1	$	130.4	$	(713.4	)	$	1,988.0
Short-term borrowings and current portion of long-term debt, net	$	5.0		$	0.2	$	—	$	—		$	5.2
Accounts payable	0.8			83.6		2.5		(0.2		)	86.7
Reserves for environmental remediation costs	0.7			36.4		—		—			37.1
Other current liabilities and advance payments on contracts	23.4			354.0		3.9		—			381.3
Postretirement medical and life insurance benefits	4.6			1.4		—		—			6.0
Total current liabilities	34.5			475.6		6.4		(0.2		)	516.3
Long-term debt, net	620.4			—		—		—			620.4
Reserves for environmental remediation costs	3.7			258.5		—		—			262.2
Pension benefits	107.4			467.6		—		—			575.0
Intercompany payable	139.4			—		—		(139.4		)	—
Postretirement medical and life insurance benefits	31.8			12.3		—		—			44.1
Other noncurrent liabilities	18.7			62.8		12.5		—			94.0
Total liabilities	955.9			1,276.8		18.9		(139.6		)	2,112.0
Commitments and contingencies (Note 7)
Redeemable common stock	1.3			—		—		—			1.3
Total stockholders’ (deficit) equity	(125.3		)	462.3		111.5		(573.8		)	(125.3		)
Total liabilities, redeemable common stock, and stockholders’ (deficit) equity	$	831.9		$	1,739.1	$	130.4	$	(713.4	)	$	1,988.0



December 31, 2015	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
	(In millions)
Cash and cash equivalents	$	215.2		$	—	$	—	$	(6.7	)	$	208.5
Accounts receivable	—			166.2		3.3		—			169.5
Inventories	—			148.4		7.8		—			156.2
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs	—			30.0		—		—			30.0
Other current assets, net	4.2			64.2		0.8		—			69.2
Deferred income taxes	5.5			29.8		1.2		—			36.5
Total current assets	224.9			438.6		13.1		(6.7		)	669.9
Property, plant and equipment, net	4.7			352.8		5.8		—			363.3
Recoverable from the U.S. government and other third parties for environmental remediation costs	0.7			206.5		—		—			207.2
Deferred income taxes	66.5			204.7		17.1		—			288.3
Goodwill	—			158.1		—		—			158.1
Intercompany receivable	—			138.4		30.9		(169.3		)	—
Investments in subsidiaries	550.6			—		—		(550.6		)	—
Other noncurrent assets and intangibles, net	19.3			257.9		61.5		—			338.7
Total assets	$	866.7		$	1,757.0	$	128.4	$	(726.6	)	$	2,025.5
Short-term borrowings and current portion of long-term debt, net	$	5.0		$	0.3	$	—	$	—		$	5.3
Accounts payable	1.1			67.6		2.2		(6.7		)	64.2
Reserves for environmental remediation costs	0.7			31.9		—		—			32.6
Other current liabilities and advance payments on contracts	30.5			400.3		3.2		—			434.0
Postretirement medical and life insurance benefits	4.6			1.4		—		—			6.0
Total current liabilities	41.9			501.5		5.4		(6.7		)	542.1
Long-term debt, net	633.7			—		—		—			633.7
Reserves for environmental remediation costs	4.4			265.3		—		—			269.7
Pension benefits	106.8			473.8		—		—			580.6
Intercompany payable	169.3			—		—		(169.3		)	—
Postretirement medical and life insurance benefits	32.4			12.4		—		—			44.8
Other noncurrent liabilities	18.8			64.0		12.4		—			95.2
Total liabilities	1,007.3			1,317.0		17.8		(176.0		)	2,166.1
Commitments and contingencies (Note 7)
Redeemable common stock	1.6			—		—		—			1.6
Total stockholders’ (deficit) equity	(142.2		)	440.0		110.6		(550.6		)	(142.2		)
Total liabilities, redeemable common stock, and stockholders’ (deficit) equity	$	866.7		$	1,757.0	$	128.4	$	(726.6	)	$	2,025.5



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	19.8			258.6		61.3		—			339.7
Total assets	$	910.3		$	1,804.4	$	131.6	$	(823.0	)	$	2,023.3
Short-term borrowings and current portion of long-term debt, net	$	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, net	635.0			0.1		—		—			635.1
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	1,055.8			1,371.6		21.2		(279.8		)	2,168.8
Commitments and contingencies (Note 7)
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	$	910.3		$	1,804.4	$	131.6	$	(823.0	)	$	2,023.3

Condensed Consolidating Statements of Cash Flows

(Unaudited)



Three months ended March 31, 2016	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net cash (used in) provided by operating activities	$	(16.4	)	$	(24.6	)	$	2.8		$	6.5		$	(31.7	)
Cash flows from investing activities:
Capital expenditures	—			(7.7		)	—			—			(7.7		)
Net cash used in investing activities	—			(7.7		)	—			—			(7.7		)
Cash flows from financing activities:
Debt repayments	(14.3		)	(0.1		)	—			—			(14.4		)
Net transfers from (to) parent	(29.9		)	32.4			(2.5		)	—			—
Other financing activities	0.8			—			—			—			0.8
Net cash (used in) provided by financing activities	(43.4		)	32.3			(2.5		)	—			(13.6		)
Net (decrease) increase in cash and cash equivalents	(59.8		)	—			0.3			6.5			(53.0		)
Cash and cash equivalents at beginning of year	215.2			—			—			(6.7		)	208.5
Cash and cash equivalents at end of period	$	155.4		$	—		$	0.3		$	(0.2	)	$	155.5



One month ended December 31, 2015	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net cash provided by (used in) operating activities	$	50.5		$	(53.3	)	$	(3.6	)	$	4.1		$	(2.3	)
Cash flows from investing activities:
Capital expenditures	—			(1.2		)	—			—			(1.2		)
Net cash used in investing activities	—			(1.2		)	—			—			(1.2		)
Cash flows from financing activities:
Debt repayments	(1.3		)	—			—			—			(1.3		)
Net transfers (to) from parent	(58.1		)	54.5			3.6			—			—
Other financing activities	2.2			—			—			—			2.2
Net cash (used in) provided by financing activities	(57.2		)	54.5			3.6			—			0.9
Net (decrease) increase in cash and cash equivalents	(6.7		)	—			—			4.1			(2.6		)
Cash and cash equivalents at beginning of year	221.9			—			—			(10.8		)	211.1
Cash and cash equivalents at end of period	$	215.2		$	—		$	—		$	(6.7	)	$	208.5



Three months ended February 28, 2015	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net cash provided by (used in) operating activities	$	21.3		$	(60.2	)	$	(1.7	)	$	5.0		$	(35.6	)
Cash flows from investing activities:
Capital expenditures	—			(4.3		)	—			—			(4.3		)
Net cash used in investing activities	—			(4.3		)	—			—			(4.3		)
Cash flows from financing activities:
Debt repayments	(9.2		)	(0.1		)	—			—			(9.3		)
Net transfers (to) from parent	(66.8		)	64.6			2.2			—			—
Other financing activities	(1.0		)	—			—			—			(1.0		)
Net cash (used in) provided by financing activities	(77.0		)	64.5			2.2			—			(10.3		)
Net (decrease) increase in cash and cash equivalents	(55.7		)	—			0.5			5.0			(50.2		)
Cash and cash equivalents at beginning of year	271.6			—			—			(5.7		)	265.9
Cash and cash equivalents at end of period	$	215.9		$	—		$	0.5		$	(0.7	)	$	215.7