Note 16.

Condensed Consolidating Financial Information

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 7 ¹/₈% Notes. These 100% owned subsidiary guarantors have, jointly and severally, fully and unconditionally guaranteed the 7 ¹/₈% 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 7 ¹/₈% 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


November 30, 2013 (In millions):	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
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


November 30, 2012 (In millions):	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	962.0		$	32.9	$	—		$	994.9
Cost of sales (exclusive of items shown separately below)		—			844.2			26.0		(0.6	)		869.6
Selling, general and administrative		26.4			14.6			0.9		—			41.9
Depreciation and amortization		0.1			21.1			1.1		—			22.3
Interest expense		18.7			3.6			—		—			22.3
Other, net		26.7			(4.3	)		2.6		0.6			25.6

(Loss) income from continuing operations before income taxes		(71.9	)		82.8			2.3		—			13.2
Income tax (benefit) provision		(16.9	)		34.4			1.4		—			18.9

(Loss) income from continuing operations		(55.0	)		48.4			0.9		—			(5.7	)
Income from discontinued operations		3.1			—			—		—			3.1

(Loss) income before equity income of subsidiaries		(51.9	)		48.4			0.9		—			(2.6	)
Equity income of subsidiaries		49.3			—			—		(49.3	)		—

Net (loss) income	$	(2.6	)	$	48.4		$	0.9	$	(49.3	)	$	(2.6	)

Comprehensive (loss) income	$	(189.5	)	$	(119.5	)	$	0.9	$	118.6		$	(189.5	)


November 30, 2011 (In millions):	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	885.0		$	33.1		$	—		$	918.1
Cost of sales (exclusive of items shown separately below)		—			774.8			25.0			(0.5	)		799.3
Selling, general and administrative		27.1			12.9			0.9			—			40.9
Depreciation and amortization		0.1			23.5			1.0			—			24.6
Interest expense		25.6			5.2			—			—			30.8
Other, net		11.9			(1.5	)		2.6			0.5			13.5

(Loss) income from continuing operations before income taxes		(64.7	)		70.1			3.6			—			9.0
Income tax (benefit) provision		(25.5	)		39.8			(8.2	)		—			6.1

(Loss) income from continuing operations		(39.2	)		30.3			11.8			—			2.9
Income from discontinued operations		—			—			—			—			—

(Loss) income before equity income of subsidiaries		(39.2	)		30.3			11.8			—			2.9
Equity income of subsidiaries		42.1			—			—			(42.1	)		—

Net income	$	2.9		$	30.3		$	11.8		$	(42.1	)	$	2.9

Comprehensive (loss) income	$	(15.3	)	$	4.1		$	11.8		$	(15.9	)	$	(15.3	)

Condensed Consolidating Balance Sheets


November 30, 2013 (In millions):	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	192.7	$	4.9	$	—	$	—		$	197.6
Accounts receivable		—		211.4		2.7		—			214.1
Inventories		—		100.5		5.4		—			105.9
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs		0.4		26.0		—		—			26.4
Other receivables, prepaid expenses and other		2.6		18.8		1.0		—			22.4
Income taxes		30.1		—		—		(17.5	)		12.6
Deferred income taxes		10.9		4.9		1.2		—			17.0

Total current assets		236.7		366.5		10.3		(17.5	)		596.0
Property, plant and equipment, net		4.7		364.4		5.6		—			374.7
Recoverable from the U.S. government and other third parties for environmental remediation costs		0.4		88.3		—		—			88.7
Deferred income taxes		48.8		107.2		19.7		—			175.7
Goodwill		—		159.6		—		—			159.6
Intercompany receivable		71.5		—		32.2		(103.7	)		—
Investments in subsidiaries		534.5		—		—		(534.5	)		—
Other noncurrent assets and intangibles, net		27.7		289.0		43.9		—			360.6

Total assets	$	924.3	$	1,375.0	$	111.7	$	(655.7	)	$	1,755.3

Short-term borrowings and current portion of long-term debt	$	2.7	$	0.2	$	—	$	—		$	2.9
Accounts payable		2.2		119.1		1.2		—			122.5
Reserves for environmental remediation costs		3.8		32.8		—		—			36.6
Income taxes payable		—		16.9		0.6		(17.5	)		—
Other current liabilities, advance payments on contracts, and postretirement medical and life insurance benefits		85.2		229.7		2.8		—			317.7

Total current liabilities		93.9		398.7		4.6		(17.5	)		479.7
Long-term debt		695.7		0.6		—		—			696.3
Reserves for environmental remediation costs		4.3		130.4		—		—			134.7
Pension benefits		23.6		238.1		—		—			261.7
Intercompany payable		—		103.7		—		(103.7	)		—
Other noncurrent liabilities		57.0		64.6		11.5		—			133.1

Total liabilities		874.5		936.1		16.1		(121.2	)		1,705.5
Commitments and contingencies (Note 8)
Redeemable common stock (Note 9)		0.2		—		—		—			0.2
Total shareholders’ equity		49.6		438.9		95.6		(534.5	)		49.6

Total liabilities, redeemable common stock, and shareholders’ equity	$	924.3	$	1,375.0	$	111.7	$	(655.7	)	$	1,755.3


November 30, 2012 (In millions):	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	172.4		$	—	$	—	$	(10.3	)	$	162.1
Accounts receivable		—			109.7		1.8		—			111.5
Inventories		—			40.5		6.4		—			46.9
Recoverable from the U.S. government, Northrop, and other third parties for environmental remediation costs		0.1			28.2		—		—			28.3
Other receivables, prepaid expenses and other		7.0			9.1		0.7		—			16.8
Income taxes		28.8			—		—		(26.3	)		2.5

Total current assets		208.3			187.5		8.9		(36.6	)		368.1
Property, plant and equipment, net		4.7			133.8		5.4		—			143.9
Recoverable from the U.S. government and other third parties for environmental remediation costs		0.7			107.2		—		—			107.9
Goodwill		—			94.9		—		—			94.9
Intercompany receivable		—			308.5		30.5		(339.0	)		—
Investments in subsidiaries		143.1			—		—		(143.1	)		—
Other noncurrent assets and intangibles, net		17.6			146.3		40.6		—			204.5

Total assets	$	374.4		$	978.2	$	85.4	$	(518.7	)	$	919.3

Short-term borrowings and current portion of long-term debt	$	2.4		$	0.3	$	—	$	—		$	2.7
Accounts payable		3.1			61.8		1.5		(10.3	)		56.1
Reserves for environmental remediation costs		3.5			36.0		—		—			39.5
Income taxes payable		—			25.4		0.9		(26.3	)		—
Other current liabilities, advance payments on contracts, and postretirement medical and life insurance benefits		28.1			190.6		1.6		—			220.3

Total current liabilities		37.1			314.1		4.0		(36.6	)		318.6
Long-term debt		245.3			0.7		—		—			246.0
Reserves for environmental remediation costs		3.6			146.4		—		—			150.0
Pension benefits		70.8			383.7		—		—			454.5
Intercompany payable		339.0			—		—		(339.0	)		—
Other noncurrent liabilities		67.4			70.4		1.2		—			139.0

Total liabilities		763.2			915.3		5.2		(375.6	)		1,308.1
Commitments and contingencies (Note 8)
Redeemable common stock (Note 9)		3.9			—		—		—			3.9
Total shareholders’ (deficit) equity		(392.7	)		62.9		80.2		(143.1	)		(392.7	)

Total liabilities, redeemable common stock, and shareholders’ equity (deficit)	$	374.4		$	978.2	$	85.4	$	(518.7	)	$	919.3

Condensed Consolidating Statements of Cash Flows


November 30, 2013 (In millions):	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(2.2	)	$	67.1		$	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:
Proceeds from issuance of debt		460.0			—			—			—			460.0
Repayments on debt		(12.6	)		(0.2	)		—			—			(12.8	)
Debt issuance costs		(14.9	)		—			—			—			(14.9	)
Net transfers (to) from parent		(410.5	)		412.2			(1.7	)		—			—
Other financing activities		0.5			—			—			—			0.5

Net cash provided by (used in) financing activities		22.5			412.0			(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


November 30, 2012 (In millions):	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(17.8	)	$	95.9		$	1.7		$	6.4		$	86.2
Cash flows from investing activities:
Capital expenditures		—			(35.8	)		(1.4	)		—			(37.2	)
Other investing		—			0.6			—			—			0.6

Net cash used in investing activities		—			(35.2	)		(1.4	)		—			(36.6	)
Cash flows from financing activities:
Repayments on debt		(77.4	)		(0.3	)		—			—			(77.7	)
Debt issuance costs		(1.3	)		—			—			—			(1.3	)
Net transfers (to) from parent		59.9			(59.6	)		(0.3	)		—			—
Other financing activities		4.3			(0.8	)		—			—			3.5

Net cash (used in) provided by financing activities		(14.5	)		(60.7	)		(0.3	)		—			(75.5	)

Net (decrease) increase in cash and cash equivalents		(32.3	)		—			—			6.4			(25.9	)
Cash and cash equivalents at beginning of year		204.7			—			—			(16.7	)		188.0

Cash and cash equivalents at end of period	$	172.4		$	—		$	—		$	(10.3	)	$	162.1


November 30, 2011 (In millions):	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(33.3	)	$	105.6		$	5.4		$	(0.9	)	$	76.8
Cash flows from investing activities:
Capital expenditures		—			(20.3	)		(0.8	)		—			(21.1	)
Other investing activities		26.7			—			—			—			26.7

Net cash provided by (used in) investing activities		26.7			(20.3	)		(0.8	)		—			5.6
Cash flows from financing activities:
Repayments on debt		(70.0	)		(0.1	)		—			—			(70.1	)
Debt issuance costs		(4.2	)		—			—			—			(4.2	)
Net transfers (to) from parent		87.9			(83.3	)		(4.6	)		—			—
Other financing activities		0.3			(1.9	)		—			—			(1.6	)

Net cash provided by (used in) financing activities		14.0			(85.3	)		(4.6	)		—			(75.9	)

Net increase (decrease) in cash and cash equivalents		7.4			—			—			(0.9	)		6.5
Cash and cash equivalents at beginning of year		197.3			—			—			(15.8	)		181.5

Cash and cash equivalents at end of period	$	204.7		$	—		$	—		$	(16.7	)	$	188.0