AJRD 10-K Annual Report Dec. 31, 2018 | Alphaminr
AEROJET ROCKETDYNE HOLDINGS, INC.
ALPHAMINR

AJRD 10-K Fiscal year ended Dec. 31, 2018

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AEROJET ROCKETDYNE HOLDINGS, INC.
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PROXIES
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DEF 14A
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DEF 14A
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataNote 1. Summary Of Significant Accounting PoliciesNote 2. Income (loss) Per Share Of Common StockNote 3. Balance Sheet Accounts and Supplemental DisclosuresNote 4. AcquisitionNote 5. Income TaxesNote 6. Long-term DebtNote 7. Retirement BenefitsNote 8. Commitments and ContingenciesNote 9. Stockholders EquityNote 10. Operating Segments and Related DisclosuresNote 11. Cost Reduction PlansNote 12. Quarterly Financial Data (unaudited)Note 13. Unusual ItemsNote 14. Adoption Of Revenue Recognition GuidanceItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Amended and Restated Stock and Asset Purchase Agreement, dated as of June12, 2013, by and between United Technologies Corporation and GenCorp Inc. was filed as Exhibit 2.1 to GenCorp Inc.s Current Report on Form8-K dated June 14, 2013 (File No. 1-01520), and is incorporated herein by reference.** 2.2 Plan of Conversion, dated April 11, 2014 was filed as Exhibit 2.1 to GenCorp Inc.s Current Report on Form8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference. 3.1 Certificate of Conversion, as filed with the Secretary of State of the State of Ohio on April 11, 2014 was filed as Exhibit 3.1 to GenCorp Inc.s Current Report on Form8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference. 3.2 Certificate of Conversion, was filed as Exhibit 3.2 to GenCorp Inc.s Current Report on Form8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference. 3.3 Certificate of Incorporation, as of April 11, 2014, as amended on April 27, 2015 was filed as Exhibit3.3 to Aerojet Rocketdyne Holdings, Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2015 (File No.1-01520), and is incorporated herein by reference. 3.4 Aerojet Rocketdyne Holdings, Inc. Second Amended and Restated Bylaws was filed as Exhibit 3.1 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form8-K dated January 20, 2016 (File No. 1-01520), and is incorporated herein by reference. 4.1 GenCorp Retirement Savings Plan was filed as Exhibit4.1 to GenCorp Inc.s Registration Statement on FormS-8 filed on June30, 2008 (File No.333-0152032) and incorporated herein by reference. 4.2 Form of Common Stock Certificate was filed as Exhibit 4.1 to GenCorp Inc.s Current Report on Form8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference. 4.3 GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 4.1 to GenCorp Inc.s Registration Statement on FormS-8 dated April 9, 2015 (File No. 333-203319), and is incorporated herein by reference. 4.4 Indenture, dated as of December 14, 2016, between Aerojet Rocketdyne Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Aerojet Rocketdyne Holdings, Inc.s 2.25% Convertible Senior Notes due 2023 was filed as Exhibit 4.1 to Aerojet Rocketdyne Holding, Inc.s Current Report on Form8-K dated December 14, 2016 (File No. 1-01520), and is incorporated herein by reference. 4.5 Form of 2.25% Convertible Senior Note due 2023 was filed as Exhibit 4.2 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form8-K dated December 14, 2016 (File No. 1-01520), and is incorporated herein by reference. 4.6 2018 Equity and Performance Incentive Plan was filed as Exhibit A of the Registrants Definitive Proxy Statement on Schedule 14A filed on March 29, 2018 (File No. 1-01520), and is incorporated herein by reference. 10.3 2009 Benefit Restoration Plan for the GenCorp Inc. Pension Plan was filed as Exhibit10.1 to GenCorp Inc.s Current Report on Form8-K filed on January7, 2009 (File No.1-01520), and is incorporated herein by reference. 10.4 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan was filed as Exhibit10.2 to GenCorp Inc.s Current Report on Form8-K filed on January7, 2009 (File No.1-01520), and is incorporated herein by reference. 10.5 Deferred Bonus Plan of GenCorp Inc. and Participating Subsidiaries was filed as Exhibit10.6 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2008 (FileNo.1-01520), and is incorporated herein by reference. 10.6 GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended was filed as Exhibit10.7 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2008 (File No.1-01520), and is incorporated herein by reference. 10.7 GenCorp Inc. 1999 Equity and Performance Incentive Plan as amended was filed as Exhibit10.11 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2007 (FileNo.1-01520), and is incorporated herein by reference. 10.10 Form of Restricted Stock Agreement between the Company and Directors or Employees for grants of time-based vesting of restricted stock under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit10.26 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2004 (File No.1-01520), and is incorporated herein by reference. 10.11 Form of Stock Appreciation Rights Agreement between the Company and Employees for grants of stock appreciation rights under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit10.27 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2004 (File No.1-01520), and is incorporated herein by reference. 10.12 Form of Stock Appreciation Rights Agreement between the Company and Directors for grants of stock appreciation rights under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit10.28 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2004 (File No.1-01520), and is incorporated herein by reference. 10.13 Form of Restricted Stock Agreement between the Company and Employees for grants of performance-based vesting of restricted stock under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit10.29 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2004 (File No.1-01520), and is incorporated herein by reference. 10.14 Form of Director Nonqualified Stock Option Agreement between the Company and Nonemployee Directors providing for annual grant of nonqualified stock options prior to February28, 2002, valued at $30,000 was filed as Exhibit10.1 to GenCorp Inc.s Quarterly Report on Form10-Q for the fiscal quarter ended May31, 2002 (File No.1-01520), and is incorporated herein by reference. 10.15 Form of Director Nonqualified Stock Option Agreement between the Company and Nonemployee Directors providing for an annual grant of nonqualified stock options on or after February28, 2002, valued at $30,000 in lieu of further participation in Retirement Plan for Nonemployee Directors was filed as Exhibit10.2 to GenCorp Inc.s Quarterly Report on Form10-Q for the fiscal quarter ended May31, 2002 (File No.1-01520), and is incorporated herein by reference. 10.16 Form of Restricted Stock Agreement Version 2 between the Company and Employees for grants of performance-based vesting of restricted stock under the GenCorp Inc. 1999 Equity and Performance Incentive Plan was filed as Exhibit10.33 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2005 (File No.1-01520) and is incorporated herein by reference. 10.17 Second Amended and Restated Shareholder Agreement dated as of March5, 2008, by and between GenCorp Inc. and Steel PartnersII L.P. was filed as Exhibit10.1 to GenCorp Inc.s Current Report on Form8-K filed on March10, 2008 (File No.1-01520), and is incorporated herein by reference. 10.18 Director Stock Appreciation Rights Agreement between GenCorp Inc. and Directors for grants of stock appreciation rights under the GenCorp Inc. 2009 Equity and Performance Incentive Plan was filed as Exhibit10.4 to GenCorp Inc.s Quarterly Report on Form10-Q for the third quarter ended August31, 2009 (File No.1-01520), and is incorporated herein by reference. 10.19 Amendment to the Benefits Restoration Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies, effective October6, 2009 was filed as Exhibit10.5 to GenCorp Inc.s Quarterly Report on Form10-Q for the third quarter ended August31, 2009 (File No.1-01520), and is incorporated herein by reference. 10.20 Amendment to the 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan, effective October6, 2009 was filed as Exhibit10.6 to GenCorp Inc.s Quarterly Report on Form10-Q for the third quarter ended August31, 2009 (File No.1-01520), and is incorporated herein by reference. 10.21 Amendment to the 2009 Benefits Restoration Plan for the GenCorp Inc. Pension Plan, effective October6, 2009 was filed as Exhibit10.7 to GenCorp Inc.s Quarterly Report on Form10-Q for the third quarter ended August31, 2009 (File No.1-01520), and is incorporated herein by reference. 10.22 Amendment to the Deferred Bonus Plan of GenCorp Inc. and Participating Subsidiaries, effective October6, 2009 was filed as Exhibit10.8 to GenCorp Inc.s Quarterly Report on Form10-Q for the third quarter ended August31, 2009 (File No.1-01520), and is incorporated herein by reference. 10.23 Amendment to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended, effective October6, 2009 was filed as Exhibit10.9 to GenCorp Inc.s Quarterly Report on Form10-Q for the third quarter ended August31, 2009 (File No.1-01520), and is incorporated herein by reference. 10.24 Amendment to the GenCorp Inc. 1996 Supplemental Retirement Plan for Management Employees, effective October6, 2009 was filed as Exhibit10.10 to GenCorp Inc.s Quarterly Report on Form10-Q for the third quarter ended August31, 2009 (File No.1-01520), and is incorporated herein by reference. 10.25 Settlement Agreement by and between Aerojet and United States of America, dated November29, 1992, was filed as Exhibit10.52 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2009 (File No.1-01520), and is incorporated herein by reference. 10.26 Modification No.1 to the November29, 1992 Settlement Agreement by and between Aerojet and United States of America, dated October27, 1998, was filed as Exhibit10.53 to GenCorp Inc.s Annual Report on Form10-K for the fiscal year ended November30, 2009 (File No.1-01520), and is incorporated herein by reference. 10.27 Form of Restricted Stock Agreement between the Company and Employees for grants of time-based vesting of restricted stock under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.1 to GenCorp Inc.s Current Report on Form 8-K dated May 13, 2013 (File No. 1-1520), and is incorporated herein by reference. 10.28 Amendment to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended, effective April11, 2013 was filed as Exhibit 10.1 to GenCorp Inc.s Quarterly Report on Form 10-Q for the second quarter ended May 31, 2013 (File No.1-01520), and is incorporated herein by reference. 10.29 Stock Option Cancellation Agreement, dated July 9, 2013, between GenCorp Inc. and Kathleen E.Redd was filed as Exhibit 10.1 to GenCorp Inc.s Current Report on Form8-K dated July 12, 2013 (File No. 1-01520), and is incorporated herein by reference. 10.30 Form of Indemnification Agreement was filed as Exhibit 10.1 to GenCorp Inc.s Current Report on Form8-K dated April 11, 2014 (File No. 1-01520), and is incorporated herein by reference. 10.31 Amended and Restated 2013 Employee Stock Purchase Plan, dated as of June 24, 2014 was filed as Exhibit 10.1 to GenCorp Inc.s Quarterly Report on Form10-Q for the fiscal quarter ended August31, 2014 (File No. 1-01520), and is incorporated herein by reference. 10.32 Amended and Restated Deferred Compensation Plan for Nonemployee directors, dated as of June 24, 2014 was filed as Exhibit 10.2 to GenCorp Inc.s Quarterly Report on Form10-Q for the fiscal quarter ended August31, 2014 (File No. 1-01520), and is incorporated herein by reference. 10.33 Amended and Restated 2009 Equity and Performance Incentive Plan, dated as of June 24, 2014, was filed as Exhibit 10.3 to GenCorp Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014 (File No. 1-01520) and is incorporated herein by reference. 10.34 Form of Restricted Stock Agreement between the Company and Directors for grants of time-based vesting of restricted stock under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.4 to GenCorp Inc.s Quarterly Report on Form10-Q for the fiscal quarter ended August31, 2014 (File No. 1-01520), and is incorporated herein by reference. 10.35 Form of Unrestricted Stock Agreement between the Company and Directors for grants of common stock under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.5 to GenCorp Inc.s Quarterly Report on Form10-Q for the fiscal quarter ended August31, 2014 (File No. 1-01520), and is incorporated herein by reference. 10.36 Form of Director Nonqualified Stock Option Agreement between the Company and Directors for grants of nonqualified stock options under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan was filed as Exhibit 10.6 to GenCorp Inc.s Quarterly Report on Form10-Q for the fiscal quarter ended August31, 2014 (File No. 1-01520), and is incorporated herein by reference. 10.37 Offer letter between GenCorp and Eileen Drake, dated March 2, 2015 was filed as Exhibit 10.1 to GenCorp Inc.s Current Report on Form8-K dated March 2, 2015 (File No. 1-01520), and is incorporated herein by reference. 10.38 Executive Employment Agreement, dated as of November 23, 2015, between Aerojet Rocketdyne Holdings, Inc. and Eileen Drake was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form8-K dated November 23, 2015 (File No. 1-01520), and is incorporated herein by reference. 10.39 Amended and Restated Employment Agreement, dated as of March 13, 2018, between Aerojet Rocketdyne Holdings, Inc. and Eileen Drake was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form8-K dated March 16, 2018 (File No. 1-01520), and is incorporated herein by reference. 10.40 Amended and Restated Deferred Compensation Plan for Directors, dated August 17, 2016 was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form8-K dated August 17, 2016 (File No. 1-01520), and is incorporated herein by reference. 10.41 Offer Letter between Aerojet Rocketdyne Holdings, Inc. and Paul R. Lundstrom, dated September 27, 2016 was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form8-K dated October 25, 2016 (File No. 1-01520), and is incorporated herein by reference. 10.43 Amended and Restated Deferred Compensation Plan for Directors, dated as of February 22, 2017 was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form10-Q dated May 8, 2017 (File No. 1-01520), and is incorporated herein by reference. 10.44 Aerojet Rocketdyne Holdings, Inc. Executive Change in Control Severance Policy was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form10-Q dated November 2, 2017 (File No. 1-01520), and is incorporated herein by reference. 10.45 Form of Restricted Stock Agreement between the Company and Employees for time-based grants under the 2018 Equity and Performance Incentive Plan was filed as Exhibit 99.2 of the Registrant's Registration Statement on Form S-8 filed on May 10, 2018 (File No. 333-224823), and is incorporated herein by reference. 10.46 Form of Restricted Stock Agreement between the Company and Employees for performance-based grants under the 2018 Equity and Performance Incentive Plan was filed as Exhibit 99.3 of the Registrant's Registration Statement on Form S-8 filed on May 10, 2018 (File No. 333-224823), and is incorporated herein by reference. 10.47 Form of Unrestricted Stock Agreement between the Company and Directors for grants under the 2018 Equity and Performance Incentive Plan was filed as Exhibit 99.4 of the Registrant's Registration Statement on Form S-8 filed on May 10, 2018 (File No. 333-224823), and is incorporated herein by reference. 10.48 Form of Restricted Stock Agreement between the Company and Directors for matching share grants under the 2018 Equity and Performance Incentive Plan was filed as Exhibit 99.5 of the Registrant's Registration Statement on Form S-8 filed on May 10, 2018 (File No. 333-224823), and is incorporated herein by reference. 10.49 Form of Restricted Stock Agreement between the Company and Directors for annual share grants under the 2018 Equity and Performance Incentive Plan was filed as Exhibit 99.6 of the Registrant's Registration Statement on Form S-8 filed on May 10, 2018 (File No. 333-224823), and is incorporated herein by reference. 10.50 Form of Stock Appreciation Rights Agreement between the Company and Employees for grants under the 2018 Equity and Performance Incentive Plan was filed as Exhibit 99.7 of the Registrant's Registration Statement on Form S-8 filed on May 10, 2018 (File No. 333-224823), and is incorporated herein by reference. 10.51 First Amendment to Fourth Amended and Restated Credit Agreement with Bank of America, N.A., dated as of September 20, 2018, filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form 8-K dated September 20, 2018 (File No. 1-01520) and incorporated herein by reference. 10.52 Retention Agreement, dated December6, 2018, by and between Aerojet Rocketdyne Holdings, Inc. and Mark A. Tucker was filed as Exhibit 10.1 to Aerojet Rocketdyne Holdings, Inc.s Current Report on Form8-K dated December 6, 2018 (File No. 1-01520), and is incorporated herein by reference. 21.1* Subsidiaries of the Company. 23.1* Consent of Independent Registered Public Accounting Firm. 24.1* Power of Attorney 31.1* Certification of Principal Executive Officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as amended. 32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule13a-14(b) under the Securities Exchange Act of 1934 as amended, and 18U.S.C. 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.