On December 18, 2022, Aerojet Rocketdyne Holdings, Inc., a Delaware corporation (“Aerojet Rocketdyne”), announced that it had entered into a definitive agreement to be acquired by L3Harris Technologies, Inc., a Delaware corporation (“L3Harris”), in an all-cash transaction. Stockholder approval of the Merger Agreement and the transactions contemplated thereby is required to consummate the transactions contemplated by the Merger Agreement.

You are cordially invited to attend a Special Meeting of stockholders of Aerojet Rocketdyne that will be held at [   ] Pacific Time, on [   ] 2023, to consider and vote on a proposal to adopt the Merger Agreement and the related merger (the “Special Meeting”). The Special Meeting will be a completely virtual meeting of stockholders conducted via live webcast. You will be able to attend the Special Meeting on the Internet and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/AJRD2023SM. Details regarding how to attend the Special Meeting online and the business to be presented at the Special Meeting can be found in the accompanying Notice of Special Meeting.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of December 17, 2022 (as amended, modified or supplemented from time to time, the “Merger Agreement”), under which Aquila Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of L3Harris (“Merger Sub”), will, upon the terms and subject to the conditions of the Merger Agreement, merge with and into Aerojet Rocketdyne, with Aerojet Rocketdyne surviving as a wholly owned subsidiary of L3Harris (the “Merger”). You will also be asked to consider and vote on a non-binding, advisory proposal to approve certain compensation that may become payable to Aerojet Rocketdyne’s named executive officers in connection with our proposed Merger with L3Harris.

If the Merger is completed, unless you have properly exercised your appraisal rights, you will be entitled to receive (A) $58.00 per share in cash, plus (B) if the closing date occurs after September 17, 2023, an amount in cash equal to (i) $0.0025 multiplied by (ii) the number of calendar days elapsed after September 17, 2023 to and including the closing date, subject to any required tax withholding. The $58.00 per share price represents a premium of approximately 37% to Aerojet Rocketdyne’s closing stock price on August 15, 2022 (the last full day of unaffected trading of Aerojet Rocketdyne’s common stock).

Our proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of Aerojet Rocketdyne’s board of directors in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

The board of directors of Aerojet Rocketdyne supports the Merger. After considering the factors more fully described in the enclosed proxy statement, our board of directors: (1) has determined that the terms of the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable and fair to and in the best interests of Aerojet Rocketdyne and Aerojet Rocketdyne’s stockholders; (2) has approved and declared advisable the Merger Agreement, the Merger and the transactions contemplated thereby in accordance with the requirements of the Delaware General Corporation Law (“DGCL”); (3) has directed that the Merger Agreement

be submitted to the stockholders of Aerojet Rocketdyne for adoption; and (4) recommends that Aerojet Rocketdyne stockholders vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby at the Special Meeting.

The board of directors recommends that you vote:

“FOR” Proposal 1 - The adoption of the Merger Agreement and the transactions contemplated thereby;

“FOR” Proposal 2 - The adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and the transactions contemplated thereby at the time of the Special Meeting; and

“FOR” Proposal 3 - The non-binding, advisory proposal to approve certain compensation payable to Aerojet Rocketdyne’s named executive officers in connection with the Merger.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN. WE CANNOT COMPLETE THE MERGER UNLESS THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY IS APPROVED BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF AEROJET ROCKETDYNE COMMON STOCK AS OF THE RECORD DATE.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals for stockholder consideration contained in this proxy statement without your instructions.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

On behalf of the board of directors and the management of Aerojet Rocketdyne Holdings, Inc., I extend our appreciation for your continued support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated [   ], 2023 and is first being mailed to stockholders on or about [   ], 2023.

The following questions and answers address briefly some questions you may have regarding the Special Meeting and the proposals to be voted on at the Special Meeting. These questions and answers may not address all of the questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the documents incorporated by reference into this proxy statement without charge by following the instructions under the section of this proxy statement entitled “Where You Can Find Additional Information.”

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws.

Stockholders can identify forward-looking statements by the use of words such as “estimate,” “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue” or the negative of such terms, or other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

Actual results may be materially different from any future results expressed or implied by such forward-looking statements. Among other risks and uncertainties, there can be no guarantee that the Merger will be completed, or if it is completed, that it will close within the anticipated time frame. Additional risks and uncertainties relating to the acquisition include: (1) the Company may be unable to obtain stockholder approval as required for the transaction; (2) other conditions to the closing of the transaction may not be satisfied or waived; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the Company’s business may suffer as a result of uncertainty surrounding the transaction, including due to disruption of current plans and operations and the potential difficulties in employee retention as a result of the transaction; (5) the outcome of any legal proceedings related to the transaction; (6) required regulatory approvals may not be obtained on a timely basis or at all; and (7) an event, change or other circumstances may occur that could give rise to the termination of the Merger Agreement. Important risk factors that could cause actual results or outcomes to differ from those expressed in the forward-looking statements are described in the “Risk Factors” section in Item 1A of our Annual Report to the SEC on Form 10-K for the year ended December 31, 2021, and Part II, Item 1A of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022. Forward-looking statements speak only as of the date hereof, and no obligation is assumed to update any forward-looking statements, even if expectations change, except as required by law. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement. Continued reliance on “forward-looking statements” is at investors’ own risk.

Aerojet Rocketdyne is primarily a technology-based engineering and manufacturing company that develops and produces specialized power and propulsion systems, as well as armament systems. It develops and manufactures liquid and solid rocket propulsion, air-breathing hypersonic engines, and electric power and propulsion for space, defense, civil and commercial applications.

Aerojet Rocketdyne operates as a merchant supplier in the aerospace and defense industry. The Company has over 5,200 employees and 13 operating locations throughout the U.S.

Aerojet Rocketdyne acts as either a prime contractor, selling directly to the end user, or as a subcontractor, selling products to prime contractors. The principal end user customers of our products and technologies are primarily agencies of the U.S. government.

Aerojet Rocketdyne’s Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AJRD.” The Company is headquartered at 222 N. Pacific Coast Highway, Suite 500, El Segundo, California 90245 and its telephone number is (310) 252-8100.

A detailed description of the Company’s business is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 18, 2022, which is incorporated by reference into this proxy statement. For more information, see the section of this proxy statement entitled “Where You Can Find Additional Information.”

L3Harris is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers’ mission-critical needs. L3Harris provides advanced defense and commercial technologies across space, air, land, sea and cyber domains. L3Harris supports government and commercial customers in more than 100 countries, with its largest customers being various departments and agencies of the U.S. government and their prime contractors. L3Harris’s products, systems and services have defense and civil government applications, as well as commercial applications. As of December 31, 2021, L3Harris had approximately 47,000 employees, including approximately 19,000 engineers and scientists.

L3Harris’s common stock is listed on the NYSE under the symbol “LHX”. L3Harris is headquartered at 1025 West Nasa Boulevard, Melbourne, Florida 32919 and its telephone number is (321) 727-9100.

Merger Sub is a wholly owned subsidiary of L3Harris that will function as the merger subsidiary in the Merger. Merger Sub was formed solely for the purpose of entering into the Merger Agreement and consummating the Transactions and it has not carried on any activities on or before the date of this proxy statement, except for activities incidental to its formation and activities in connection with L3Harris’s acquisition of the Company. Upon completion of the Merger, Merger Sub will merge with and into Aerojet Rocketdyne, with Aerojet Rocketdyne continuing as the surviving corporation in the Merger, and Merger Sub will cease to exist.

Merger Sub’s principal executive offices are located at c/o L3Harris Technologies, Inc., 1025 West Nasa Boulevard, Melbourne, Florida 32919 and its telephone number is (321) 727-9100.

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held at [   ], on [   ], at [   ] local time, or at any adjournment or postponement thereof.

For information regarding attending the Special Meeting, see “The Special Meeting — Voting; Proxies; Revocation — Attendance.”

At the Special Meeting, Aerojet Rocketdyne stockholders will be asked to consider and approve the following proposals:

Our stockholders must approve the Merger Proposal for the Merger to occur. If our stockholders fail to approve the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference herein in its entirety, and certain provisions of the Merger Agreement are described in the section of this proxy statement entitled “The Merger Agreement.”

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote not to approve the Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on either Aerojet Rocketdyne or L3Harris. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding, advisory vote of Aerojet Rocketdyne stockholders.

No matters other than the proposals set forth above will be brought before the Special Meeting.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about [   ].

The holders of record of Common Stock as of the close of business on [   ], the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. As of the close of business on the record date, [   ] shares of Common Stock were outstanding and entitled to vote at the Special Meeting.

The presence at the Special Meeting, virtually or represented by proxy, of the holders of at least a majority of the voting power of the issued and outstanding Common Stock, present individually or represented by proxy will constitute a quorum for purposes of the Special Meeting. Once a share is represented at the Special Meeting, it will be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a new record date is set for an adjourned Special Meeting, a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the Special Meeting.

Each share of Common Stock outstanding as of the close of business on the record date is entitled to one vote on each of the proposals to be considered at the Special Meeting.

For the Company to complete the Merger, Aerojet Rocketdyne stockholders holding a majority of all the votes entitled to be cast to approve the Merger Agreement must vote “FOR” the Merger Proposal. An abstention as to the Merger Proposal, or a failure to vote your shares of Common Stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of each of (i) the Compensation Proposal and (ii) the Adjournment Proposal requires the affirmative vote of a majority of the shares of Common Stock present virtually or represented by proxy at the Special Meeting and that vote thereon, but is not a condition to the completion of the Merger. An abstention as to either proposal or as failure to return your proxy card or otherwise vote your shares of Common Stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have no effect on these proposals, assuming a quorum is present.

As of the record date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, approximately [   ] shares of Common Stock, or approximately [  ]% of the outstanding shares of Common Stock entitled to vote at the Special Meeting. Our directors and executive officers have informed us that they intend to vote all of their shares of Common Stock: (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

As of the close of business on the record date, directors and executive officers of the Company were entitled to vote approximately [   ] shares of Common Stock, or approximately [  ]% of the shares of Common Stock issued and outstanding on that date and entitled to vote at the Special Meeting.

All holders of shares of Common Stock as of the close of business on [   ], the record date, including stockholders of record and beneficial owners of Common Stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the Special Meeting virtually.

If you hold your shares in “street name,” and you also wish to be able to vote at the meeting, you must obtain a legal proxy, executed in your favor, from your bank, broker or other nominee.

Shareholders of record will be able to virtually attend and vote electronically at the Special Meeting. If you are not a stockholder of record, but instead hold your shares of Common Stock in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote electronically at the Special Meeting. Attending the Special Meeting virtually does not itself constitute a vote on any proposal.

To ensure that your shares of Common Stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting virtually.

If you are a participant in the Aerojet Rocketdyne Retirement Savings Plan, the enclosed proxy card will also serve to provide voting instructions to Fidelity Management Trust Company, the Trustee, with respect to any shares of the Stock Fund attributable to your account under the Aerojet Rocketdyne Retirement Savings Plan. You may provide such instructions to the Trustee by following the instructions on the proxy card. If you provide

voting instructions by mail, telephone, or the Internet, the Trustee will vote your shares as you have directed (or not vote your shares, if that is your direction). If you do not provide voting instructions, the Trustee will vote your shares in the same proportion as shares for which the Trustee has received voting instructions. You must submit voting instructions to the Trustee by no later than 11:59 p.m. Eastern time on [  ], in order for your shares to be voted as you have directed by the Trustee at the Special Meeting. Aerojet Rocketdyne Retirement Savings Plan participants may not vote their Plan shares electronically at the Special Meeting.

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address specified on the enclosed proxy card. Your shares of Common Stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

Submit a Proxy Card by Mail. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the Special Meeting, your shares of Common Stock will be voted in the manner directed by you on your proxy card.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card or vote by telephone or via the Internet, and you are a holder of record on the record date, unless you attend the Special Meeting and vote electronically, your shares of Common Stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal and, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

If your shares of Common Stock are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

In accordance with applicable stock exchange rules, brokers, banks and other nominees that hold shares of Common Stock in “street name” for their customers do not have discretionary authority to vote the shares as to (i) the Merger Proposal, (ii) the Compensation Proposal or (iii) the Adjournment Proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they cannot vote such shares as to these proposals. Therefore, unless you attend the Special Meeting virtually with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of Common Stock not being present at the meeting and not being voted on any of the proposals. As a result, a failure to vote your shares of Common Stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf) will have the same effect as a vote “AGAINST” the Merger Proposal, but it will have no effect on the other proposals, assuming a quorum is present.

Any person giving a proxy under this solicitation has the power to revoke and change it before it is voted. If you are a stockholder of record, you may revoke your proxy before the vote is taken at the Special Meeting by:

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the Special Meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting electronically at the Special Meeting if you obtain a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote electronically at the Special Meeting.

An abstention occurs when a stockholder attends the Special Meeting, either virtually or represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of Common Stock present or represented at the Special Meeting for purposes of determining whether a quorum has been achieved.

Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

The Board is soliciting your proxy, and we will bear the cost of soliciting proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding Common Stock. The Company has retained D.F. King, a proxy solicitation firm, to assist the Board in the solicitation of proxies for the Special Meeting, and we expect to pay D.F. King approximately $20,000, plus reimbursement of reasonable and documented out-of-pocket expenses. Proxies may be solicited by mail, personal interview, email, telephone, or via the Internet by D.F. King or, without additional compensation, by certain of Aerojet Rocketdyne’s directors, officers and employees.

Although it is not currently expected, the Special Meeting may be adjourned or postponed if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum.

The Chairman of the Special Meeting or the holders of a majority of shares present virtually or represented by proxy at the Special Meeting, whether or not constituting a quorum, may adjourn the Special Meeting. Adjournments and postponements are also subject to certain restrictions in the Merger Agreement. Aerojet Rocketdyne may not postpone, recess, adjourn or otherwise delay the Special Meeting without L3Harris’s prior written consent. Notwithstanding the foregoing, (i) Aerojet Rocketdyne may postpone, recess or adjourn the Special Meeting, and if requested by L3Harris it will postpone, recess or adjourn the Special Meeting for a reasonable period to solicit additional proxies, if Aerojet Rocketdyne or L3Harris, respectively, reasonably believes there will be insufficient shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting or to obtain the Required Company Stockholder Vote (provided that, unless otherwise agreed in writing between Aerojet Rocketdyne and L3Harris, all such adjournments, recesses or postponements will be for periods of no more than ten business days each) and (ii) Aerojet Rocketdyne may adjourn, recess or postpone the Special Meeting to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to the stockholders of Aerojet Rocketdyne within a reasonable amount of time in advance of the Special Meeting.

You should not return your stock certificates or send in other documents evidencing ownership of Common Stock with the proxy card. If the Merger is completed and your shares of Common Stock are evidenced by stock certificates, the paying agent for the Merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of Common Stock evidenced by stock certificates for the Merger Consideration (without interest and subject to any required tax withholding).

The description of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety.

Under the terms of the Merger Agreement, if the Merger Proposal is approved by the Company’s stockholders and the other conditions to the closing of the Merger are satisfied or waived, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of L3Harris.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Common Stock issued and outstanding immediately before the Effective Time (excluding any shares of Common Stock held by (i) the Company or any wholly owned subsidiary of the Company (or held in the Company’s treasury), including shares of Common Stock reserved for issuance under any of the Company’s equity and performance incentive plans or the ESPP, but not including any shares of Common Stock held by any of the Company's employee and performance incentive plans or trusts related thereto, or (ii) L3Harris, Merger Sub or any other wholly owned subsidiary of L3Harris, immediately before the Effective Time of the Merger (collectively, the “Canceled Shares”)), and all rights in respect thereof, will, by virtue of the Merger, be converted into the right to receive the Merger Consideration.

The Common Stock is currently registered under the Exchange Act and is listed on the NYSE under the symbol “AJRD.” Upon completion of the Merger, the Company will cease to be a publicly traded company and will be a wholly owned subsidiary of L3Harris. Following the completion of the Merger, the Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, following which the Company will no longer be required to file periodic reports with the SEC as to its Common Stock in accordance with applicable law, rules and regulations. The Company will therefore become a privately held company, wholly owned by L3Harris.

As part of Aerojet Rocketdyne’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and Aerojet Rocketdyne’s senior management periodically review, consider, and assess Aerojet Rocketdyne’s capabilities, operations, financial performance, business plans and prospects, as well as overall industry conditions, opportunities and risks for the Company as they may affect those strategic goals and plans. This review includes, among other matters, the consideration of potential opportunities for business combinations, acquisitions, divestitures, strategic partnerships, and other financial and strategic alternatives that might be in the best interests of the Company and its stockholders on an ongoing basis.

In December 2020, the Company entered into a merger agreement with Lockheed Martin, pursuant to which the Company would merge with and into a subsidiary of Lockheed Martin (the “Lockheed Martin transaction”) in exchange for consideration of $51.00 per share in cash (exclusive of a $5.00 per share special one-time cash dividend that was paid in March 2021). In all, the consideration contemplated by the Lockheed Martin transaction totaled approximately $5 billion in equity value and Aerojet Rocketdyne’s stockholders voted to approve the transaction on March 9, 2021. On January 21, 2022, the FTC unanimously voted to issue an administrative complaint to block the transaction, which was filed on January 25, 2022, and on February 13, 2022, Lockheed Martin delivered notice of termination of the merger agreement resulting in abandonment of the Lockheed Martin transaction.

In the wake of the failure to consummate the Lockheed Martin transaction, disagreements arose within the Board about various matters, including the future direction of the Company. As a result, a proxy fight ensued in which competing slates engaged in a proxy contest from January to June 2022. One proposed Board slate was led by the CEO of the Company and the other proposed Board slate was led by the former Executive Chairman of the Company. During the proxy contest, the competing slates each engaged with Company stockholders in discussions over the strategic direction of Aerojet Rocketdyne.

On June 30, 2022, the Company held a special meeting of stockholders (the “2022 Special Meeting”) at which the current Board was elected (the slate led by the Company’s CEO).

During the proxy contest, the members of the prevailing Board slate (including the newly proposed nominees) had received input from many Company stockholders indicating their preference that the Board consider all of the Company’s potential strategic alternatives in order to determine a preferred path forward that was in the best interests of the Company. The prevailing Board slate committed to do that.

To carry out that commitment, the newly elected Board held a meeting on August 1, 2022, shortly after the 2022 Special Meeting, to consider a report from members of the Company’s senior management on, among other things, the state of the business, the Company’s financial performance, and its future outlook and prospects relative to potential strategic alternatives. The meeting was held by videoconference and, unless otherwise noted, all Board meetings were held by videoconference. At this initial meeting, presentations were made by members of the Company’s senior management on the Company’s standalone plan (the “strategic plan”). The presentations also covered the environment for mergers and acquisitions and the potential benefit to the Company of pursuing either an acquisition or a business combination with another aerospace and defense company. The presentations addressed the comparative potential for the Company to grow and become more profitable through either acquiring other complementary assets or companies, executing its existing standalone strategic plan, or combining with a larger strategic or financial acquiror. As to the last option, the Board was informed of unsolicited expressions of interest that members of the Company’s senior management and the Company’s financial advisors had received from several industry participants after the termination of the Lockheed Martin transaction. As a result of the discussion, the Board directed members of the Company’s senior management, with the assistance of financial and legal advisors, to prepare a more detailed analysis of the full set of potential strategic alternatives available.

The next day, on August 2, 2022, consistent with the Board’s direction that the Company’s senior management consider the Company’s strategic alternatives and develop options for consideration by the Board, a meeting was held in person between the Board’s non-executive chair, Thomas A. Corcoran, and the Company’s Chief Executive Officer, Eileen P. Drake, along with members of Aerojet Rocketdyne’s senior management and the Company’s financial advisors, Citi and Evercore, which had both served as the Company’s financial advisors for the Lockheed Martin transaction, and its legal advisor, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”). Members of the Company’s senior management presented, among other things, an overview of the Company’s performance and an update on trends in the aerospace and defense industry, and each of Citi and Evercore presented a review of potential strategic and financial buyers for Aerojet Rocketdyne if the Company were to pursue a sale or a business combination. During the presentation, members of the Company’s senior management discussed the unsolicited expressions of interest that the Company had received in the wake of the termination of the Lockheed Martin transaction and the 2022 Special Meeting from a number of third parties interested in a possible strategic transaction with Aerojet Rocketdyne. An important aspect of the discussion of the Company’s strategic alternatives focused on the utility in the industries in which the Company competed of having the resources to make desired capital expenditures and research and development investments. The discussion noted the difficulty for the Company to obtain the scale in its business lines that the Company desired through acquisitions, given that most of the potential acquisitions within the Company’s financial capacity would not help attain such scale, as compared to transactions in which a strategic counterparty of comparable or much greater size might combine with or acquire the Company. A review of potential strategic and financial counterparties was conducted, and the importance of ensuring a competitive process that involved viable strategic and financial counterparties who could consummate a potential transaction was discussed.

The merger and acquisition alternatives in light of the Company’s strategic plan and standalone prospects were also considered and discussed. In view of the failure of the Lockheed Martin transaction to secure regulatory clearance, the need for any potential transaction to, among other things, address regulatory risk and for the terms of any transaction to provide the Company with appropriate transactional certainty and protections in light of such risk was also discussed. At the end of the meeting, Mr. Corcoran and Ms. Drake agreed that the Board should be presented at its next meeting with potential strategic alternatives and an assessment of its capital allocation options, including the possibility of proceeding with a full process to consider a potential combination of the Company with a strategic or financial counterparty, which could take the form of, among other things, a potential sale of the Company (the “strategic process”) and that the Company should work with its outside financial and legal advisors to prepare the presentation materials and an illustrative timeline for the Board to review, discuss and consider.

On August 15, 2022, before the proposed meeting with the Board was scheduled to be held, Bloomberg News released an article stating that Elliott Management (“Elliott”) had acquired a 3.7% equity stake in the Company. In the same period, representatives of Elliott reached out to Ms. Drake and sought a meeting with her. In a telephonic discussion with representatives of Elliott, the Elliott representatives expressed, among other things, potential interest in pursuing a potential transaction involving the Company.

In response to these developments, a meeting of the Board was convened on the same day for members of the Company’s senior management, Wachtell Lipton, Citi and Evercore to brief the Board on the potential impact Elliott’s investment and stated intentions could have on the Company. During this discussion, the importance of ensuring a competitive process that involved viable strategic and financial counterparties who could consummate a potential transaction was emphasized again in the event that the Board ultimately determined to pursue a strategic process after further informing itself regarding the Company’s strategic alternatives at the upcoming Board meeting. The closing price per share of Aerojet Rocketdyne’s Common Stock on August 15, 2022, the last trading day before Elliott’s position in the Company was released, was $42.49.

On August 18, 2022, members of the Company’s senior management, Wachtell Lipton, Citi and Evercore met with Mr. Corcoran in his role as non-executive chair to discuss, among other things, potential strategic alternatives for the Company, which included a further refined set of materials regarding a potential strategic process, including the range of potential counterparties, the trends for mergers and acquisitions in the defense and aerospace industry, the Company’s valuation compared to the Company’s standalone strategic plan and the degree of regulatory risk associated with each potential counterparty. After discussion, Mr. Corcoran expressed his desire that the advisors join members of the Company’s senior management to make the presentation to the Board on August 30. At this meeting, Mr. Corcoran raised the fact that he was on the board of L3Harris but had recused himself from any discussion on the L3Harris board regarding the Company.

On August 23, 2022, a press report on Dealreporter indicated that Aerojet Rocketdyne was in discussions with a few potential strategic buyers about a potential transaction. Aerojet Rocketdyne declined to comment on the report.

On August 30, 2022, the Board held a meeting, which was also attended by members of the Company’s senior management, Wachtell Lipton and, for a portion of the meeting, Citi and Evercore. During the meeting, the Board addressed certain issues relevant to the conduct of the strategic process if one was to be undertaken. These issues included, among other things, reviewing and approving, with input from Wachtell Lipton and without Citi or Evercore present, the terms for updated engagement letters for each of Citi and Evercore as the Company’s financial advisors. Citi and Evercore had served as the Company’s financial advisors for the Lockheed Martin transaction. The Board discussed that Citi and Evercore had certain relationships with certain of the potential counterparties, but did not believe that it would have an impact on either firm with respect to their work for the Company.

In advance of the meeting, Citi and Evercore presented the Board with information about potential counterparties for acquisition by the Company and potential counterparties that could potentially be interested in and capable of acquiring the Company. As to the latter category, the set of potential counterparties included 13 strategic defense and aerospace companies and nine financial sponsors. One of the potential counterparties was L3Harris. The list was later updated to add one additional potential strategic counterparty and then re-delivered to the Board on August 31, 2022.

Consistent with the Board’s request at the August 1, 2022 meeting, the Board considered at length its strategic options, with input from members of the Company’s senior management, Citi, Evercore and Wachtell Lipton. As part of this consideration, Mr. Corcoran summarized three of the Company’s potential strategic options: (1) execute the Company’s standalone strategic plan and defer consideration of mergers and acquisitions opportunities in the near term, (2) consider acquisitions by the Company in order to obtain greater scale and other changes in its capital allocation; or (3) undertake the strategic process, through which the Company would engage with potential strategic and financial counterparties to explore the opportunity for a business combination, including a potential sale of the Company, to deliver value for Company stockholders and to provide the Company’s business lines with greater scale and the capacity for growth and investment.

With input from members of the Company’s senior management and financial and legal advisors, the Board reviewed each of the three options Mr. Corcoran had outlined. The discussion of the potential utility for a strategic merger and acquisition process was accompanied by and came in the context of a review of the

Company’s current strategic plan. To aid that discussion and consideration of the comparative advisability of the Company’s options, members of the Company’s senior management and representatives of each of Citi and Evercore provided the Board certain preliminary financial analyses of Aerojet Rocketdyne on a standalone basis. Members of the Company’s senior management and Citi and Evercore each also discussed the aerospace and defense industry generally and trends in mergers and acquisitions transactions in the aerospace and defense industry and reviewed the advantages and risks presented by potential candidates for acquisition by the Company and of the potential financial and strategic counterparties who might be interested in and capable of successfully combining with or acquiring the Company. The potential implications of regulatory risk, and in particular, investigations of or challenges to a potential transaction by antitrust regulators, was also the subject of the discussion in this context. The utility of focusing on potential counterparties who did not pose regulatory issues similar to those in the abandoned Lockheed Martin transaction was discussed, as was the importance of ensuring that the form of any transaction agreement provide the Company with as much certainty and protection to address regulatory risk as was achievable. The Board received information on, among other things, the types of provisions used to accomplish that end.

The Board was also provided with a potential framework and schedule for conducting a strategic process involving outreach to potential strategic and financial buyers, with a recommendation from each of the Company’s senior management, Citi and Evercore as to which should be the subject of outreach in light of their viability to be counterparties in a transaction in the best interests of the Company.

Throughout the course of the meeting, the Board weighed the potential benefits of outreach to counterparties against the potential risks of such a process, including the risks to employee retention and destabilization in the event of a leak, and further considered the set of potential counterparties identified in the Board materials. At the end of the meeting, the Company’s senior management recommended that the Company conduct the strategic process on the suggested timeline, begin outreach to potential counterparties, and to further explore a business combination that could provide necessary scale and resources for the Company’s defense and space businesses to effectively compete, while continuing to manage the Company in accordance with its strategic plan. Members of the Company’s senior management explained that, although the Company’s standalone strategic plan was sound, its execution depended on accessing a substantial amount of capital and deploying it towards the acceleration of capital expenditures and investments in research and development. Members of the Company’s senior management also emphasized that there were limited acquisition opportunities available that would increase the Company’s scale. It was noted that substantial interest had been expressed by potential counterparties with the capital to invest in the Company’s business lines and to engage in a transaction that would deliver value for the Company’s stockholders. Senior management explained its view that proceeding with the strategic process was the Company’s best path forward. Mr. Corcoran concurred with the recommendation from members of the Company’s senior management and the Board unanimously approved proceeding with the strategic process. Following further discussion, it was the Board’s view that the strategic process should focus on potential financial and strategic counterparties who might be capable of successfully combining with or acquiring the Company without presenting heightened regulatory risk.

On September 1 and September 6, 2022, Ms. Drake spoke with L3Harris’s CEO, Christopher E. Kubasik, regarding, among other things, L3Harris’s potential interest in participating in a strategic process.

In accordance with the Board’s direction, during the period between September 5, 2022 and October 14, 2022, representatives of Citi and Evercore made initial contact with 17 potential transaction counterparties — 10 strategic counterparties, including L3Harris, and seven financial sponsor counterparties — to gauge their interest in a potential strategic transaction with Aerojet Rocketdyne. Of those 17 counterparties, eight strategic counterparties, including L3Harris, and six financial sponsor counterparties entered into a non-disclosure and standstill agreement with Aerojet Rocketdyne to begin conducting due diligence on the Company. Pursuant to the terms of these non-disclosure agreements, all standstill restrictions expired upon the announcement of a transaction or tender or exchange offer for 50% or more of the Company’s securities or assets, in each case solely to permit the counterparties to make an expression of interest to submit a Superior Proposal. Three of the 17 parties contacted by representatives of Citi and Evercore chose not to engage in discussions with Aerojet Rocketdyne.

On September 23, 2022, the Board held a meeting at which members of the Company’s senior management of Aerojet Rocketdyne, Wachtell Lipton and, for a portion of the meeting, Citi and Evercore, were also present. At the meeting, members of the Company’s senior management and representatives of Citi and Evercore

provided an update of certain interactions and discussions held with the parties contacted in connection with Aerojet Rocketdyne’s strategic process and discussion ensued with respect to the status of the strategic process. Representatives of Citi and Evercore also reviewed the 14 counterparties contacted by representatives of Citi and Evercore that chose to proceed in the strategic process and conduct due diligence. Members of the Company’s senior management reiterated to the Board the importance of confidentiality, of limiting outside contact by Board members with any of the potential counterparties and of treating all parties equally given the competitive and sensitive nature of the process. In the materials for the meeting, the Board had been provided informational materials on certain actions the Company could take with respect to Elliott’s recently disclosed position in order to permit the exploration of the strategic process without the effect of a significant position by Elliott in the Company’s Common Stock.

Based upon advice from Wachtell Lipton, the Board also considered the fact that Mr. Corcoran was a director of L3Harris and that another director (“Director AA”) was a director of another company in the industry that was discussed as a potential counterparty and had executed a non-disclosure agreement as part of the strategic process. Wachtell Lipton informed the Board that, although overlapping service by certain directors on the board of a potential counterparty could pose conflict issues that should be accounted for in the future, the strategic process had not yet begun and there were no concerns with Mr. Corcoran and Director AA participating fully in preliminary discussions regarding whether to pursue a strategic process. Wachtell Lipton noted, however, that, should the strategic process proceed to a point at which specific offers from counterparties were received and the number of parties were narrowed, recusals and other actions to minimize the potential for any conflict of interest might become appropriate. Later in September, Director AA informed the Company that the other company for which they also served as a director had requested that they recuse themselves entirely from the discussions regarding any strategic process on the boards of both companies. Consistent with such advice, Director AA did not participate in discussions regarding the strategic process in Board meetings. During the meeting, the Board also reviewed the marketing materials and confidential information presentation that the Company planned to distribute to the 14 potential counterparties that had executed a non-disclosure agreement in order to help them proceed with their due diligence investigations and submit an initial indication of interest and accompanying price range for a transaction with the Company (the “initial indications of interest”).

Beginning on September 27, 2022, representatives of Citi and Evercore sent a process email to each of the 14 potential counterparties that had entered into a non-disclosure agreement with Aerojet Rocketdyne, requesting initial indications of interest by October 14, 2022.

On September 29, 2022, Ms. Drake and Mr. Kubasik spoke by telephone regarding the recusal of Mr. Corcoran from discussions about the strategic process relating specifically to L3Harris on the boards of both L3Harris and Aerojet Rocketdyne.

On October 3, 2022, upon the announcement of L3Harris’s acquisition of Viasat, Inc.’s Tactical Data Links product line, the Company was informed that Citi had represented L3Harris in the transaction. When Citi’s relationship with L3Harris was considered by the Board at its August 30, 2022 meeting, the Board did not view Citi’s work for L3Harris as bearing on the strategic process that the Board was considering or that it would otherwise pose a material issue for Citi with respect to their work for the Company.

On October 14, 2022, seven potential counterparties — five potential strategic counterparties, including L3Harris, and two potential financial sponsor counterparties — submitted initial indications of interest to acquire Aerojet Rocketdyne (such parties, other than L3Harris, referred to as “Bidder A,” “Bidder B,” “Bidder C,” “Bidder D,” “Bidder E” and “Bidder F”). Bidder E was formed after two of the financial sponsors targeted in the initial outreach requested to form a single co-bidding group and the request was granted by the Company’s management, following consultation with the Company’s financial and legal advisors. Bidder A indicated a price range of $52.00 – $55.00 per share; Bidder B indicated a price of $51.00 per share; Bidder C indicated a price range of $47.00 – $52.00 per share; Bidder D declined to provide a written indication of value, noting that further diligence would be required; and Bidders E and F each indicated a price range of $50.00 – $52.00 per share. Despite having expressed substantial interest in a potential transaction with the Company, L3Harris initially indicated a price range of $47.00 – $49.00. Because L3Harris’s initial price range was low compared with those of other bidders, despite its perceived strategic fit with the Company and its financial capacity to conduct a transaction on terms favorable to the Company, members of the Company’s senior management and its financial and legal advisors determined it was advisable to inform L3Harris that its initial price range was not

competitive and that it risked exclusion from the strategic process. Mr. Corcoran was not involved in that decision or in any discussion regarding that decision. After the financial advisors of the Company so informed L3Harris, on October 15, 2022, L3Harris responded with an increased price range of $50.00 – $52.00 per share.

On October 18, 2022, the Board held a meeting at which members of the Company’s senior management of Aerojet Rocketdyne, Wachtell Lipton, Citi and Evercore were also present. Before the full Board meeting, an executive session of the entire Board was held, with the presence of members of the Company’s senior management, and without the presence of any of the Company’s outside advisors.

The purpose of the executive session was to again discuss, among other things, whether the directors wished to proceed with the ongoing strategic process that involved consideration of whether the Company might enter into a strategic transaction with another company, or should instead concentrate all its resources at this time on executing the Company’s standalone strategic plan. In advance of the executive session, the Board had been provided with and had reviewed input from members of the Company’s senior management and outside advisors, which provided the Board with, among other things, updated information about the Company’s latest standalone strategic plan, its stock price, the market conditions facing the Company and other relevant information, including a summary of the non-binding indications of interest submitted by seven of the potential counterparties, which portion of such materials had been redacted from the materials provided to Mr. Corcoran. Director AA recused themselves from the executive session and did not receive the materials. After discussion, the Board was inclined, subject to receiving additional input from members of the Company’s senior management and the Company’s outside advisors, to proceed with the strategic process because it could yield a transaction that might be in the best interests of the Company and its stockholders.

At that time, the full Board meeting began and Wachtell Lipton summarized, among other things, the terms of the draft merger agreement to be distributed to the subset of bidders selected to advance to the next round of the strategic process, focusing in particular on provisions that would ensure a greater degree of closing certainty for the Company. Consistent with the relevant counterparty’s request in late September and with the Company’s full assent, Director AA recused themselves from the entirety of the full Board meeting and did not receive the materials.

At that time, Mr. Corcoran also recused himself from the meeting in light of his service on the L3Harris board of directors. Because of Mr. Corcoran’s role as non-executive chair and because of the still-early stage of the strategic process, Wachtell Lipton advised that Mr. Corcoran’s agreement to recuse as to any information or Board deliberation relating specifically to L3Harris was sufficient for present purposes, but that more extensive recusal by Mr. Corcoran might be required at a later time when it became necessary to consider specific offers from potential counterparties, narrow the participants in the strategic process or to compare the utility of transactions with other counterparties.

After Mr. Corcoran had recused himself, representatives of Citi and Evercore presented the non-binding indications of interest submitted by seven of the potential counterparties — comparing the price ranges, early regulatory feedback and financing plans for each. Representatives of Citi and Evercore presented preliminary financial analyses of Aerojet Rocketdyne and it was noted that the price ranges offered by the bidders compared favorably against the effective offer price of $51.00 per share in the Lockheed Martin transaction. Representatives of Citi and Evercore also reviewed, among other things, a timeline of next steps and summarized each party’s engagement with the diligence process to date. Members of the Company’s senior management recommended to the Board that L3Harris and Bidders A, B, C, E and F be invited to participate in the next round of the strategic process, which would begin with a scheduled management presentation and further diligence, followed by a request for revised bids from each bidder (the “revised bids”). The Board determined to proceed as recommended. With review of the individual bidders’ submissions complete and the discussion of next steps concluded, Mr. Corcoran returned to the meeting and further discussion ensued about, among other things, the Company’s preparedness in relation to the previously discussed position disclosed by Elliott.

In accordance with the Board’s directions, during the period between October 23, 2022 and November 3, 2022, representatives of Citi and Evercore scheduled management presentations and further diligence processes, including site visits where requested, with each of L3Harris and Bidders A, B, C, E and F. Executive leadership from each of the bidders attended separate management presentations with senior management of Aerojet Rocketdyne either via videoconference or in person at Aerojet Rocketdyne’s corporate headquarters in

El Segundo, California. During the course of this process, additional diligence material was uploaded to the virtual data room, which was made available to each bidder. Bidders were also given the opportunity to ask supplemental diligence questions of the Company’s senior management regarding the diligence materials for the purpose of informing the revised bids.

On October 25, 2022, a press report in Reuters indicated that Aerojet Rocketdyne was soliciting acquisition offers from a number of potential bidders. Aerojet Rocketdyne declined to comment on the report. The closing price per share of Aerojet Rocketdyne common stock on October 24, 2022, the last trading day before the Reuters report was issued, was $45.33.

On October 27, 2022, the Board held a regularly scheduled meeting at which members of the Company’s senior management were present, but Wachtell Lipton, Citi and Evercore were absent. The Board reviewed ordinary course items for the Company’s business. A brief update on the strategic process was given. The Board discussed these items with members of the Company’s senior management and the importance of confidentiality and an even hand towards all potential counterparties was reiterated.

On November 4, 2022, representatives of Citi and Evercore sent a process letter by email to each of the six potential counterparties that had submitted initial indications of interest and were continuing to pursue a potential transaction, requesting a revised bid by December 8, 2022, and explaining that each bidder would receive a draft merger agreement so that they could submit an interim markup by November 30, 2022 for a preliminary round of feedback from the Company to inform each bidder’s submission of transaction documents on December 8, 2022 alongside the revised bid.

On November 14, 2022, representatives of Citi and Evercore distributed an initial draft of the Merger Agreement to all six potential counterparties remaining in the strategic process, inviting counterparties, if they wished, to provide an initial markup on November 30, to allow the opportunity for interaction about the merger agreement draft before the December 8 deadline for revised bids.

On November 19, 2022, Bidder F notified Citi and Evercore that it would withdraw from the strategic process after determining it would be unable to submit a competitive revised bid.

On November 21, 2022, the Board held a meeting at which members of senior management of Aerojet Rocketdyne, Wachtell Lipton, Citi and Evercore were also present. Given the narrowing of the field of potential counterparties, the fact that L3Harris was still an active potential counterparty and the need to consider potential revised bids in relation to each other, it was determined that Mr. Corcoran should recuse himself from all Board deliberations regarding the strategic process. For that reason, Mr. Corcoran recused himself from the entirety of the meeting, as did Director AA.

At the meeting, the Board, with input from members of the Company’s senior management and financial advisors, reviewed, among other things, an update on the strategic process and a revised view of the Company’s standalone strategic plan, and determined that competitive pressures and other limitations, including the need for greater scale and breadth of product diversity, continued to support the Company’s pursuit of a strategic transaction. The Board also reviewed, among other things, the degree of engagement in the process by each of the remaining bidders. Wachtell Lipton also summarized the key terms of the merger agreement draft that was distributed to all bidders in advance of the deadline for the revised bids, noting in particular the importance of the proposed reverse break fee, the “ticking” fee and efforts covenants requiring the buyer to secure regulatory clearance, as well as each provision’s utility in ensuring more closing certainty and protection for the Company in the event a transaction did not close. Wachtell Lipton also reviewed with the Board, among other things, the Board’s fiduciary duties in the context of a potential transaction, noting that the Board was entitled to rely on the expertise of its advisors throughout the process and in making any final decision. At the end of the meeting, the Board directed members of the Company’s senior management and advisors to proceed with negotiations and diligence with each of the remaining five counterparties in pursuit of transaction on terms in the best interests of the Company and its stockholders.

In accordance with the Board’s direction, during the period between November 21, 2022 and December 8, 2022, members of Company’s senior management, Citi and Evercore continued to engage each of the bidders with diligence calls and scheduled site visits for members of bidders’ business and advisor teams (for those bidders that requested site visits).

On November 30, 2022, L3Harris, Bidder B and Bidder C each submitted initial markups of the merger agreement to Wachtell Lipton for feedback in advance of the December 8, 2022 deadline for revised bids. Over the following days, Wachtell Lipton reviewed the terms of each markup with members of the Company’s senior management and the Company’s financial advisors and provided feedback to each of the bidders. Bidder A and Bidder E did not submit markups of the merger agreement for feedback.

On December 3 and December 4, 2022, clean team agreements were entered into with each of L3Harris, Bidder A, Bidder C and Bidder E to facilitate access to additional diligence materials in advance of the submission of revised bids.

During the period from November 30, 2022 to December 8, 2022, Wachtell Lipton provided detailed feedback to each of L3Harris, Bidder B and Bidder C on their markups of the transaction documents.

On December 6, 2022, in advance of L3Harris’s submission of a revised bid, Mr. Kubasik sent personal letters to each member of the Board concerning his company’s interest in pursuing a transaction with Aerojet Rocketdyne.

On December 8, 2022, Bidder B and Bidder C each submitted revised bids. Bidder B offered $51.00 per share and did not submit a revised markup of the transaction documents beyond what it had already submitted on November 30, 2022. Bidder C offered $52.00 per share and submitted a further revised markup of the transaction documents. Each bid was for all-cash consideration with no financing contingency. L3Harris had advised that it would provide its revised bid on December 9 after concluding its board meeting on that date.

On December 9, 2022, L3Harris submitted a revised bid, along with revised transaction documents, and Bidder E submitted only a revised price bid. L3Harris offered $57.00 per share and Bidder E offered $50.00 per share, each in all-cash consideration with no financing contingency. The closing price per share of Aerojet Rocketdyne common stock on December 9, 2022, was $53.89.

Bidder A did not submit a revised bid and indicated that it had ultimately decided it was interested only in purchasing a part of, but not the entire Company. Citi and Evercore told Bidder A that the Company would welcome its return to the strategic process if it reconsidered that decision.

On December 10, 2022, the Board held a meeting at which members of the Company’s senior management, Wachtell Lipton, Citi and Evercore were also present. Mr. Corcoran and Director AA recused themselves from the entirety of the meeting. Without the financial advisors present, Wachtell Lipton reviewed again with the Board its fiduciary duties in the context of the contemplated transaction and provided an updated overview of the regulatory risk associated with each remaining bidder. With the presence of all advisors, the Board reviewed, among other things, the status of the strategic process, including a comparison of the revised bids submitted by each bidder and a comparison of the potential benefits of the revised bids in comparison to executing the Company’s standalone strategic plan. Citi and Evercore also reported on their discussion with Bidder A. Copies of the personal notes sent to members of the Board on December 6 by Mr. Kubasik were shared with the Board. The Board also reviewed a comparison of the terms of the merger agreement submitted in each bidder’s markup of the transaction documents. The Board also discussed the remaining timeline and was advised that continued public speculation and reporting about the process made it prudent to bring the bidding process to a timely resolution while there was substantial competitive pressure on the remaining bidders. Members of the Company’s senior management and financial advisors advised the Board that the latest proposals from L3Harris and Bidder C reflected attractive valuations for the Company relative to Aerojet Rocketdyne’s historical trading and standalone strategic plan. The Board was also advised that even though both proposals were already favorable in terms of both price and contract provisions relative to the merger agreement in the Lockheed Martin transaction, there was still the potential to further improve them in the final stage of the strategic process. The Board directed members of the Company’s senior management and advisors to continue negotiating with L3Harris and Bidder C, with the goal of securing a favorable agreement for consideration for final Board approval over the weekend of December 17 and 18, 2022.

In accordance with the Board’s direction, representatives of Citi and Evercore instructed L3Harris and Bidder C that they remained in the process and should work towards finalizing any remaining due diligence requirements, open contract points and the submission of their further revised bids.

Between December 10 and December 16, 2022, Wachtell Lipton continued to negotiate the terms of the merger agreement with counsel for L3Harris and Bidder C. Members of the Company’s senior management, Citi

and Evercore continued to engage with L3Harris and Bidder C to answer any remaining diligence questions and coordinate additional site visits as requested by Bidder C. In accordance with the Board’s direction and recognizing that the Board was expected to meet the forthcoming weekend, the representatives of Citi and Evercore informed L3Harris and Bidder C that they should expeditiously complete their remaining due diligence and submit their best and final bid as soon as possible.

On December 15, 2022, the Board met again and, among other things, received an update on the strategic process. Mr. Corcoran and Director AA recused themselves from the entirety of the meeting. At the meeting, representatives of Citi and Evercore provided a brief update on the continued engagement from each of L3Harris and Bidder C and Wachtell Lipton provided, among other things, an updated summary of the revised terms as negotiated with each party. Wachtell Lipton noted that the Company was close to an agreement on terms with each of L3Harris and Bidder C and that the terms provided by L3Harris were generally more favorable for the Company than those provided by Bidder C.

On December 16, 2022, L3Harris submitted a final bid with revised drafts of the transaction documents, reiterating its previous $57.00 per share all-cash offer. The representatives of Citi and Evercore informed Bidder C that another party had submitted a further revised bid that the Board was prepared to consider and invited Bidder C to submit its best and final bid. The closing price per share of Aerojet Rocketdyne Common Stock on December 16, 2022, was $54.89.

On December 17, 2022, Bidder C indicated that it was not prepared to increase its price above its previous $52.00 per share all-cash offer and did not submit revised drafts of the transaction documents.

Between December 16 and December 17, 2022, the Company and L3Harris and their respective advisors worked to finalize the definitive transaction documents, with all remaining open points having been substantially resolved by the morning of December 17, 2022.

The Board met on December 17 to consider the final bids and whether to approve Aerojet Rocketdyne’s entry into definitive transaction documents providing for, among other things, the merger of Aerojet Rocketdyne. Mr. Corcoran and Director AA again recused themselves from the entirety of the meeting. At the meeting, Wachtell Lipton provided an overview of, among other things, the regulatory risk associated with each of L3Harris and Bidder C and summarized their positions on certain closing certainty provisions in the transaction documents, including on the reverse break fee and affirmative covenants on each potential buyer between signing and consummation of the transaction. The Board was also presented with an updated comparison of the merger agreement terms agreed with L3Harris to those agreed in the Lockheed Martin transaction.

With advice from members of the Company’s senior management and financial advisors, the Board reviewed and compared the final bids from L3Harris and Bidder C, and discussed, among other things, that Bidder C’s final bid was substantially lower in value. The financial advisors were asked and they each indicated their view that the Company had made an outreach to all logical buyers and, to the extent any potential buyer had been overlooked, the public speculation and reporting about the process and the public awareness of Elliott’s equity stake in the Company since August 2022 provided ample opportunity for any other interested potential buyer to come forward if they had not been contacted. The fact that Bidder A had continued to be provided with access to diligence and had been told that a renewed bid was welcome was also discussed.

Representatives of Citi and Evercore reviewed their preliminary valuation analyses and answered questions from the Board regarding the valuation of Aerojet Rocketdyne represented by the $57.00 per share all-cash offer from L3Harris. Wachtell Lipton also discussed with the Board, among other things, its fiduciary duties under Delaware law in connection with considering the approval of a potential sale of Aerojet Rocketdyne and also reviewed the respective relationship disclosures from Citi and Evercore. Wachtell Lipton summarized the terms of the Merger Agreement, the regulatory clearance process for the proposed transaction and the authorizing resolutions that the Board would approve and answered questions from the Board. The Board discussed with members of the Company’s senior management and the financial and legal advisors their perspectives on the proposed transaction, including that Bidder C had not submitted revised drafts of the transaction documents. The Board also discussed, with input from its financial and legal advisors, that the proposed Merger with L3Harris was more favorable to the Company in terms of price and transactional certainty and protections than the prior merger agreement in the Lockheed Martin transaction, and that the terms presented a favorable price for Company stockholders in comparison to the price at which the Company’s Common Stock was likely to trade in the absence of a transaction. At the conclusion of the meeting, Ms. Drake recommended to the Board that the

Company proceed to finalize a transaction with L3Harris over the balance of the day and that she be authorized to call Mr. Kubasik to negotiate a final offer and, among other things, request an increase in the offer price to ensure that the Board had taken all steps reasonable and appropriate to secure for the Company and its stockholders the highest price reasonably achievable from any of the potential buyers in the strategic process. After further discussion, the Board agreed to proceed as recommended by Ms. Drake.

After the meeting, Ms. Drake reached out to Mr. Kubasik to convey Aerojet Rocketdyne’s position. After such discussion, Mr. Kubasik agreed to increase the merger consideration to $58.00 per share without any change in the other terms of the merger agreement in order to bring finality to the negotiations with L3Harris and other potential buyers. Mr. Kubasik further agreed that a joint press release would be issued to announce the transaction, that L3Harris would commit to being diligent in seeking regulatory clearance and that L3Harris would remain a merchant supplier.

During the afternoon of December 17, 2022, the Board met again. Mr. Corcoran and Director AA recused themselves from the entirety of the meeting. The Board again reviewed the summary of proposed terms of the Merger Agreement with L3Harris previously considered in the morning meeting. Representatives of Citi reviewed its final financial analysis of the proposed consideration in the proposed transaction with L3Harris, reflecting the increased price per share of $58.00, as summarized below under “— Opinion of Citigroup Global Markets, Inc.” Representatives of Evercore then reviewed its final financial analysis of the proposed consideration in the proposed transaction with L3Harris, reflecting the increased price per share of $58.00, as summarized below under “— Opinion of Evercore Group L.L.C.” After discussion among the Board, Citi, Evercore and Wachtell Lipton, Citi and Evercore rendered to the Board their respective oral opinions, which were later confirmed by the delivery of Citi’s written opinion, dated December 17, 2022, and the delivery of Evercore’s written opinion, dated December 17, 2022, to the Board to the effect that, as of such date and based upon and subject to the various factors, assumptions, limitations and qualifications set forth therein, the consideration of $58.00 per share to be paid to holders of Common Stock in the proposed Merger was fair, from a financial point of view, to such stockholders. After additional discussions of the proposed transaction and the matters summarized for the Board at the meeting, the Board (1) approved, adopted and declared advisable the Merger Agreement and the Transactions, including the Merger, (2) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, the Company and its stockholders, (3) directed that the Merger Agreement be submitted to the Company’s stockholders for their approval and (4) resolved, subject to the terms and conditions of the Merger Agreement, to recommend that the Company’s stockholders approve the Merger Agreement.

Later in the evening on December 17, 2022, Aerojet Rocketdyne and L3Harris executed and delivered the Merger Agreement.

On the afternoon of December 18, 2022, Aerojet Rocketdyne and L3Harris issued a joint press release announcing the transaction.

The Board evaluated, with the assistance of its legal and financial advisors, the Merger Agreement and the Transactions, including the Merger, and, on December 17, 2022, determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, the Company and its stockholders and approved, adopted and declared advisable the Merger Agreement and the Transactions, including the Merger.

In the course of making the recommendation, the Board considered a range of factors, including those below (which are not necessarily in order of relative importance) relating to the Merger Agreement and the Transactions, including the Merger, each of which the Board believed supported its decision:

In addition, the Board also weighed the advantages and benefits against a variety of risks and other potentially negative factors (which are not necessarily in order of relative importance), including the following:

After considering the foregoing factors, the Board concluded that, overall, the potentially beneficial factors relating to the Merger Agreement and the Transactions, including the Merger, outweighed the risks and potentially negative factors.

The foregoing discussion of the information and factors considered by the Board is not exhaustive but is intended to reflect the material factors considered by the Board in its consideration of the Merger Agreement and the Transactions, including the Merger. In view of the complexity and the large number of factors considered, the Board, individually and collectively, did not quantify or assign any relative or specific weight to the various factors. Rather, the Board based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the Board may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Board is forward-looking in nature. This information should be read in light of the factors described under the caption “Cautionary Statement Concerning Forward-Looking Statements.”

Aerojet Rocketdyne retained Citi to provide financial advisory services in connection with a possible transaction involving Aerojet Rocketdyne. In connection with Citi’s engagement, Aerojet Rocketdyne’s board of directors requested that Citi evaluate the fairness, from a financial point of view, to the holders of shares of Aerojet Rocketdyne Common Stock of the consideration of $58.00 per share to be received in the proposed Merger by such holders pursuant to the terms and subject to the conditions set forth in the Merger Agreement. On December 17, 2022, at a meeting of the Aerojet Rocketdyne board of directors held to evaluate the proposed Merger, Citi rendered to the Aerojet Rocketdyne board of directors an oral opinion, subsequently confirmed by delivery of a written opinion, dated December 17, 2022, to the effect that, as of the date of Citi’s written opinion and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the consideration of $58.00 per share was fair, from a financial point of view, to the holders of shares of Aerojet Rocketdyne Common Stock.

The full text of Citi’s written opinion, dated December 17, 2022, to the Aerojet Rocketdyne board of directors, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached to this proxy statement as Annex B and is incorporated herein by reference in its entirety. The summary of Citi’s opinion set forth below is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was rendered to the Aerojet Rocketdyne board of directors (in its capacity as such) in connection with its evaluation of the proposed Merger and was limited to the fairness, from a financial point of view, as of the

date of the opinion, to the holders of shares of Aerojet Rocketdyne Common Stock of the consideration of $58.00 per share. Citi’s opinion did not address any other terms, aspects or implications of the proposed Merger or the Merger Agreement. Citi’s opinion did not address the underlying business decision of Aerojet Rocketdyne to effect the proposed Merger, the relative merits of the proposed Merger as compared to any alternative business strategies that might have existed for Aerojet Rocketdyne or the effect of any other transaction in which Aerojet Rocketdyne might have engaged. Citi’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed Merger.

In arriving at its opinion, Citi:

In connection with Citi’s engagement and at the direction of Aerojet Rocketdyne, Citi was requested to approach, and Citi held discussions with, third parties to solicit indications of interest in the possible acquisition of all or a part of Aerojet Rocketdyne. The issuance of Citi’s opinion was authorized by Citi’s fairness opinion committee.

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi, and upon the assurances of the management of Aerojet Rocketdyne that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to the Projections and other information and data relating to Aerojet Rocketdyne provided to or otherwise reviewed by or discussed with Citi, Citi was advised by the management of Aerojet Rocketdyne that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Aerojet Rocketdyne as to the future financial performance of Aerojet Rocketdyne.

Citi assumed, with the consent of the Aerojet Rocketdyne board of directors, that the proposed Merger would be consummated in accordance with the terms, conditions and agreements set forth in the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third-party approvals, consents and releases for the proposed Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Merger meaningful to its opinion and analysis. Representatives of Aerojet Rocketdyne advised Citi, and Citi further assumed, with the consent of the Aerojet Rocketdyne board of directors, that the final terms of the Merger Agreement would not vary materially from those set forth in the draft reviewed by Citi. Citi did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent or

otherwise) of Aerojet Rocketdyne nor did Citi make any physical inspection of the properties or assets of Aerojet Rocketdyne. Citi’s opinion did not address the underlying business decision of Aerojet Rocketdyne to effect the proposed Merger, the relative merits of the proposed Merger as compared to any alternative business strategies that might have existed for Aerojet Rocketdyne or the effect of any other transaction in which Aerojet Rocketdyne might have engaged. Citi also expressed no view as to, and Citi’s opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the proposed Merger, or any class of such persons, relative to the merger consideration or otherwise. Citi’s opinion was necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing, as of the date of its opinion. The credit, financial and stock markets, the industries in which Aerojet Rocketdyne operates, and the securities of Aerojet Rocketdyne have experienced and may continue to experience volatility and Citi expressed no view or opinion as to any potential effects of such volatility on Aerojet Rocketdyne or the Merger.

In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Citi arrived at its opinion based on the results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion.

In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Aerojet Rocketdyne. No company, business or transaction reviewed is identical or directly comparable to Aerojet Rocketdyne or the Merger, and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or the results of any particular analysis.

The estimates used by Citi for purposes of its analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi’s analyses are inherently subject to substantial uncertainty.

Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the Merger. The type and amount of consideration payable in the proposed Merger was determined through negotiations between Aerojet Rocketdyne, on the one hand, and L3Harris and its affiliates, on the other hand, and Aerojet Rocketdyne’s decision to enter into the Merger Agreement was solely that of the Aerojet Rocketdyne board of directors. Citi’s opinion was only one of many factors considered by the Aerojet Rocketdyne board of directors in its evaluation of the Merger and should not be viewed as determinative of the views of the Aerojet Rocketdyne board of directors or the management of Aerojet Rocketdyne with respect to the proposed Merger, merger consideration or any other aspect of the transactions contemplated by the Merger Agreement.

The following is a summary of the material financial analyses prepared for and reviewed with the Aerojet Rocketdyne board of directors in connection with Citi’s opinion, dated December 17, 2022, to the Aerojet Rocketdyne board of directors. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Citi, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Citi. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future results may be different from those

described, and such differences may be material. Approximate implied equity value per share reference ranges derived from the financial analyses described below and other per share ranges presented for reference purposes only were rounded to the nearest $0.25, except for data relating to intraday trading share prices. Except as otherwise noted, financial data utilized for Aerojet Rocketdyne in the financial analyses described below were based on the Projections and other information and data relating to Aerojet Rocketdyne provided to or discussed with Citi and approved for Citi’s use by Aerojet Rocketdyne and as further summarized in the section of this proxy statement captioned “The Merger — Certain Aerojet Rocketdyne Unaudited Prospective Financial Information” beginning on page 55. For purposes of the financial analyses described below, the term “EBITDA,” when used with respect to any company, other than Aerojet Rocketdyne, generally refers to that company’s earnings before interest, taxes, depreciation and amortization expenses; the term “adjusted EBITDA,” when used with respect to Aerojet Rocketdyne, generally refers to EBITDA excluding EBITDA attributable to its real estate segment and income/(expense) related to re-measurement of net environmental remediation asset/liability.

Citi conducted a discounted cash flow analysis of Aerojet Rocketdyne using the Projections. Based on the Projections, Citi calculated a range of present values (as of September 30, 2022) of the estimated unlevered after-tax free cash flows that Aerojet Rocketdyne was forecasted to generate under the Projections during the fourth quarter of the fiscal year ending December 31, 2022 through the full fiscal year ending December 31, 2031 (such cash flows referred to as the “projected cash flows”). For purposes of this analysis, the projected cash flows provided by Aerojet Rocketdyne’s management were adjusted with management’s approval to exclude the impact of cash pension contributions and reimbursements, net environmental remediation cash flows and real estate cash flows (collectively, the “additional cash flow items”). The additional cash flow items were excluded from the projected cash flows on the basis that they are significant items that Aerojet Rocketdyne’s management believes are non-perpetual. The impact of each of the cash pension contributions and reimbursements and net environmental cash flows were reflected as a liability on Aerojet Rocketdyne’s balance sheet, and real estate cash flows were reflected as assets. For purposes of this analysis, stock-based compensation was treated as a cash expense. Citi also calculated a range of estimated terminal values for Aerojet Rocketdyne by applying an illustrative range of perpetuity growth rates of 2.0% to 3.0% to Aerojet Rocketdyne’s estimated terminal year unlevered after-tax free cash flows (excluding the additional cash flow items). The illustrative range of perpetuity growth rates applied was selected by Citi based on its professional judgment and experience. The range of estimated terminal values for Aerojet Rocketdyne was then discounted to present values (as of September 30, 2022) and added to the estimated present values of the projected cash flows in order to derive ranges of implied adjusted firm values for Aerojet Rocketdyne.

In calculating the ranges of implied adjusted firm values for Aerojet Rocketdyne, Citi discounted the projected cash flows and estimated terminal values using discount rates ranging from 9.2% to 10.1%. Citi derived this range of discount rates based on a calculation of the weighted average cost of capital of Aerojet Rocketdyne it performed utilizing the capital asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi’s professional judgment. From the range of implied adjusted firm values it derived, Citi subtracted Aerojet Rocketdyne’s reported net debt and other as of September 30, 2022 (calculated as debt, plus the tax-effected net present value of net Cost Accounting Standards (“CAS”) reimbursements and cash pension contributions/other post-employment benefits (“OPEB”) payments and net cash settlement of stock appreciation rights, less cash, cash equivalents, reported value of real estate assets held for entitlement and leasing and reported tax effected net environmental asset/(liability)), and divided the results by the number of shares of Aerojet Rocketdyne Common Stock outstanding on a fully diluted basis, calculated using the treasury share method, based on information provided by Aerojet Rocketdyne’s management. The net present value of net CAS reimbursements and cash pension contributions/OPEB payments was calculated by discounting CAS reimbursements and cash pension contributions/OPEB payments reflected in the Projections using, at the direction of Aerojet Rocketdyne’s management, a 5.4% after tax cost of debt and 0% perpetuity growth rate. This analysis indicated the following approximate implied per share equity value reference ranges for Aerojet Rocketdyne (rounded to the nearest $0.25), as compared to the consideration of $58.00 per share:

Citi performed an analysis to derive a range of illustrative present values per share of Aerojet Rocketdyne Common Stock as of December 16, 2022 based on theoretical future prices calculated by Citi for the shares of Aerojet Rocketdyne Common Stock under the Projections. Citi derived a range of theoretical future values per share for the shares of Aerojet Rocketdyne Common Stock as of December 31 of each of 2023, 2024 and 2025. Based on the Projections, Citi derived this range of theoretical future values per share by (i) applying illustrative one year forward adjusted firm value to Adjusted EBITDA (as defined, and as calculated as described, in the section of this proxy statement captioned “The Merger — Certain Aerojet Rocketdyne Unaudited Prospective Financial Information”) multiples of 9.6x to 11.6x to estimates of the Adjusted EBITDA of Aerojet Rocketdyne for each of calendar years 2024, 2025 and 2026, as reflected in the Projections, (ii) adjusting the resulting range of firm values to a range of equity values by subtracting Aerojet Rocketdyne’s estimated net debt and other for each period ending as of December 31 (calculated as estimated debt, plus estimated tax effected unfunded pension/OPEB liability and net cash settlement of stock appreciation rights, less estimated cash, cash equivalents, estimated value of real estate assets held for entitlement and leasing and estimated tax effected net environmental asset/(liability)), and (iii) dividing the resulting range of equity values by the number of shares of Aerojet Rocketdyne Common Stock outstanding on a fully diluted basis, calculated using the treasury share method, based on information provided by Aerojet Rocketdyne’s management. The firm value to Adjusted EBITDA multiples used by Citi were derived based on Citi’s professional judgment and experience and taking into account historical firm value to Adjusted EBITDA multiples of Aerojet Rocketdyne during the period from December 19, 2017 through December 18, 2020, the last full trading day prior to announcement of the proposed merger of Aerojet Rocketdyne with affiliates of Lockheed Martin Corporation. By applying a discount rate of 9.9%, reflecting a mid-point estimate of Aerojet Rocketdyne’s cost of equity, Citi discounted to present value as of December 16, 2022 the theoretical future values per share it derived for Aerojet Rocketdyne, to yield a range of illustrative present values per share of Aerojet Rocketdyne Common Stock. This analysis indicated the following approximate implied per share equity value reference ranges for Aerojet Rocketdyne (rounded to the nearest $0.25), as compared to the consideration of $58.00 per share:

Citi reviewed certain financial and stock market information relating to Aerojet Rocketdyne and the thirteen publicly traded companies listed below whose operations, for the purposes of Citi’s analysis and based on its experience and professional judgment, Citi considered generally relevant in evaluating those of Aerojet Rocketdyne, based on business sector participation, operational characteristics and financial metrics (such companies collectively, the “selected companies”).

For the selected companies, Citi calculated and reviewed, among other information, firm values (calculated as fully diluted market equity value, plus net debt, preferred equity and non-controlling interests, tax effected unfunded pension liabilities and less unconsolidated investments and non-operating assets, as applicable) as multiples of estimated calendar year 2023 EBITDA. All calculations in this review were based on closing share prices on December 16, 2022 and, with respect to the selected companies, financial data (pro forma as applicable) were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Citi also calculated and reviewed the firm value of Aerojet Rocketdyne as a multiple of its estimated Adjusted EBITDA of Aerojet Rocketdyne for calendar year 2023, based on publicly available Wall Street research analysts’ estimates, as well as based on the Projections. The estimated calendar year 2023 EBITDA multiples observed for the selected companies and for Aerojet Rocketdyne were as follows:

Based on the multiples calculated and observed for the selected companies as described above and its professional judgment and experience, Citi identified and applied a selected illustrative range of firm value to calendar year 2023 EBITDA multiples of 8.9x to 13.5x to Aerojet Rocketdyne’s estimated calendar year 2023 Adjusted EBITDA, reflected in the Projections, to derive a range of implied adjusted firm values for Aerojet Rocketdyne. From the range of implied adjusted firm values it derived, Citi subtracted Aerojet Rocketdyne’s reported net debt and other as of September 30, 2022 (calculated as debt, plus tax effected reported unfunded pension/OPEB liability and net cash settlement of stock appreciation rights, less cash, cash equivalents, reported value of real estate assets held for entitlement and leasing and reported tax effected net environmental asset/(liability)) and divided the results by the number of shares of Aerojet Rocketdyne Common Stock outstanding on a fully diluted basis, calculated using the treasury share method, based on information provided by Aerojet Rocketdyne’s management. This analysis indicated the following approximate implied per share equity value reference ranges for Aerojet Rocketdyne (rounded to the nearest $0.25), as compared to the consideration of $58.00 per share:

Using publicly available information, Citi reviewed certain financial data relating to the twelve transactions listed below involving target companies whose operations, for the purposes of Citi’s analysis and based on its experience and professional judgment, Citi considered generally relevant in evaluating those of Aerojet Rocketdyne, based on business sector participation, operational characteristics and financial metrics (such transactions collectively, the “selected transactions”).

Citi calculated and reviewed, among other information, the implied firm value for the target company involved in each transaction at the time of announcement (calculated based on (i) the aggregate consideration paid or to be paid in such transaction, or, if and as applicable, (ii) the fully diluted equity value implied by the per share purchase price in such transaction, plus net debt, preferred equity and non-controlling interests, and less unconsolidated investments and non-operating assets, as applicable) as a multiple of the applicable target

company’s publicly available EBITDA (or metric functionally equivalent thereto) for the last twelve-month period (“LTM”) prior to the announcement of the applicable transaction (such multiples, “Firm Value / LTM EBITDA”). The Firm Value / LTM EBITDA multiples observed for the selected transactions were as follows:

Based on the multiples calculated and observed for the selected transactions and its professional judgment and experience, Citi identified and applied a selected illustrative range of Firm Value / LTM EBITDA multiples of 12.6x to 17.5x to Aerojet Rocketdyne’s LTM Adjusted EBITDA (as defined, and as calculated as described, in the section of this proxy statement captioned “The Merger — Certain Aerojet Rocketdyne Unaudited Prospective Financial Information”) for the twelve-month period ended September 30, 2022, to derive a range of implied adjusted firm values for Aerojet Rocketdyne. From the range of implied adjusted firm values it derived, Citi subtracted Aerojet Rocketdyne’s reported net debt and other as of September 30, 2022 (calculated as described above under the section entitled “The Merger — Opinion of Citigroup Global Markets Inc. — Selected Public Companies Analysis”), and divided the results by the number of shares of Aerojet Rocketdyne Common Stock outstanding on a fully diluted basis, calculated using the treasury share method, based on information provided by Aerojet Rocketdyne’s management. This analysis indicated the following approximate implied per share equity value reference range for Aerojet Rocketdyne (rounded to the nearest $0.25), as compared to the consideration of $58.00 per share:

Citi observed certain other information with respect to Aerojet Rocketdyne that was not considered part of its financial analyses with respect to its opinion, but was noted for reference purposes only, including the following:

Aerojet Rocketdyne has agreed to pay Citi for its services in connection with the Merger an aggregate fee of $35.8‬ million, $2.5 million of which became payable upon delivery of Citi’s opinion to the Aerojet Rocketdyne board of directors and the remainder of which is payable contingent upon the consummation of the proposed Merger. In addition, Aerojet Rocketdyne agreed to reimburse Citi for certain expenses incurred by Citi in performing its services, and to indemnify Citi and related parties against certain liabilities arising out of Citi’s engagement. Citi and its affiliates in the past have provided services to Aerojet Rocketdyne unrelated to the proposed Merger, for which services Citi and such affiliates have received compensation, including, without limitation, during the two year period prior to the date of Citi’s opinion, having acted as financial advisor in connection with the terminated merger of Aerojet Rocketdyne with affiliates of Lockheed Martin Corporation.

As Aerojet Rocketdyne’s board of directors was aware, Citi and its affiliates in the past have provided and currently are providing certain services to L3Harris unrelated to the proposed Merger, for which services Citi and such affiliates have received and expect to receive compensation, including, without limitation, during the two-year period prior to the date of Citi’s opinion, having acted as financial advisor in connection with the acquisition by affiliates of L3Harris of Viasat, Inc.’s Tactical Data Links product line, as joint underwriter in connection with the issuance of certain notes and as lender in connection with certain loans. For the services described above for L3Harris and its affiliates, Citi and its affiliates received, during the two-year period prior to the date of Citi’s opinion, aggregate fees of approximately $0.3 million.

In the ordinary course of Citi’s business, Citi and its affiliates may actively trade or hold the securities of Aerojet Rocketdyne or L3Harris for Citi’s own account or for the account of Citi’s customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with Aerojet Rocketdyne, L3Harris and their respective affiliates.

Aerojet Rocketdyne’s board of directors selected Citi as a financial advisor in connection with the Merger based on Citi’s reputation, experience and familiarity with Aerojet Rocketdyne and its business. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions and other purposes.

Aerojet Rocketdyne retained Evercore to provide financial advisory services in connection with the Merger. As part of this engagement, Aerojet Rocketdyne requested that Evercore evaluate the fairness, from a financial point of view, of the consideration of $58.00 per share to be received by the holders of shares of Aerojet Rocketdyne Common Stock. On December 17, 2022, at a meeting of the Board held to evaluate the proposed Merger, Evercore rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated December 17, 2022, to the effect that, as of such date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the consideration of $58.00 per share to be received by holders of shares of Aerojet Rocketdyne Common Stock in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated December 17, 2022, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. Aerojet Rocketdyne encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of shares of Aerojet Rocketdyne Common Stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Aerojet Rocketdyne, nor does it address the underlying business decision of Aerojet Rocketdyne to engage in the Merger.

In connection with rendering its opinion, Evercore, among other things:

Set forth below is a summary of the material financial analyses reviewed by Evercore with Aerojet Rocketdyne’s board of directors on December 17, 2022 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The

order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before December 16, 2022 (the last full trading date prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Aerojet Rocketdyne. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore has not assumed responsibility or liability for any independent verification of such information), and Evercore further relied upon the assurances of the management of Aerojet Rocketdyne that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Projections, Evercore assumed with Aerojet Rocketdyne’s consent that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Aerojet Rocketdyne as to the future financial performance of Aerojet Rocketdyne and the other matters covered thereby. Evercore expressed no view as to the Projections or the assumptions on which they were based.

For purposes of its analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed agreement would not differ from the draft of the Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Aerojet Rocketdyne or the consummation of the Merger or reduce the contemplated benefits to the holders of Aerojet Rocketdyne Common Stock of the Merger.

Evercore did not conduct a physical inspection of the properties or facilities of Aerojet Rocketdyne and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Aerojet Rocketdyne, nor was Evercore furnished with any such valuations or appraisals, nor has Evercore evaluated the solvency or fair value of Aerojet Rocketdyne under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm this opinion.

Evercore was not asked to pass upon, and Evercore expressed no opinion with respect to, any matter other than the fairness, from a financial point of view, of the merger consideration to the holders of Aerojet Rocketdyne Common Stock. Evercore did not express any view on, and its opinion did not address, the fairness of the proposed transaction to, or any consideration to be received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Aerojet Rocketdyne, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Aerojet Rocketdyne, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or

entered into or amended in connection with the Merger Agreement. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Aerojet Rocketdyne, nor does it address the underlying business decision of Aerojet Rocketdyne to engage in the Merger. Evercore’s opinion did not constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of shares of Aerojet Rocketdyne Common Stock should vote or act in respect of the Merger. Evercore was not expressing any opinion as to the prices at which shares of Aerojet Rocketdyne Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Aerojet Rocketdyne or the Merger or as to the impact of the Merger on the solvency or viability of Aerojet Rocketdyne or the ability of Aerojet Rocketdyne to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by Aerojet Rocketdyne and its advisors with respect to legal, regulatory, accounting and tax matters.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore performed a discounted cash flow analysis of Aerojet Rocketdyne to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Aerojet Rocketdyne was forecasted to generate during Aerojet Rocketdyne’s fiscal years 2023 through 2031 based on the Projections. For purposes of this analysis, the projected cash flows provided by Aerojet Rocketdyne’s management were adjusted with management’s approval to exclude the impact of cash pension contributions net of reimbursements, net environmental remediation cash flows and real estate cash flows (collectively, the “additional cash flow items”). The additional cash flow items were excluded from the projected cash flows on the basis that they are significant items that Aerojet Rocketdyne’s management believes are non-perpetual. The impact of cash pension contributions net of reimbursements and net environmental remediation cash flows were reflected as liabilities on Aerojet Rocketdyne’s balance sheet, and the real estate cash flows were reflected as an asset. Evercore calculated terminal values for Aerojet Rocketdyne by applying perpetuity growth rates of 2.0% to 3.0%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that Aerojet Rocketdyne was forecasted to generate based on the Projections. The cash flows and terminal values in each case were then discounted to present value as of December 31, 2022 using discount rates ranging from 8.75% to 9.75%, which were based on an estimate of Aerojet Rocketdyne’s weighted average cost of capital, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, Aerojet Rocketdyne’s total debt (net of unamortized deferred financing costs), cash and marketable securities (excluding restricted cash and adjusted for stock appreciation rights exercised through December 15, 2022, and for cash settlement of outstanding stock appreciation rights as of December 15, 2022, per Aerojet Rocketdyne’s management) and net environmental remediation liability position resulting from government and other reimbursements, in each case, as of September 30, 2022, as reported in Aerojet Rocketdyne’s financial statements, Aerojet Rocketdyne’s present value of forecast cash contributions to fund pension liabilities, net of federal government reimbursement for certain pension expenses, for fiscal years 2023 through 2031, as reflected in the Projections, Aerojet Rocketdyne’s value of real estate held for entitlement and leasing as of September 30, 2022 as reflected in Aerojet Rocketdyne’s financial statements, and the number of fully diluted shares of Aerojet Rocketdyne Common Stock as provided by Aerojet Rocketdyne’s management, this analysis indicated a range of implied equity values per share of Aerojet Rocketdyne Common Stock rounded to the nearest $0.25 of $51.00 to $65.50, as compared to the consideration of $58.00 per share of Aerojet Rocketdyne Common Stock.

Evercore reviewed and compared certain financial information of Aerojet Rocketdyne to corresponding financial multiples and ratios for the following selected publicly traded companies in the defense industry (the “selected companies”) which Evercore deemed most relevant to consider in relation to Aerojet Rocketdyne, based on its professional judgment and experience, because they are public companies with operations that, for purposes of its analysis, Evercore considered similar to the operations of Aerojet Rocketdyne.

For each of the selected companies, Evercore calculated, based on closing share prices as of December 16, 2022, enterprise value (defined as equity market capitalization plus total debt, plus after-tax unfunded pension and other post-employment benefits (“OPEB”) obligations as of December 31, 2021, plus minority interest, less cash and cash equivalents and investments in unconsolidated affiliates, all as of latest available publicly filed balance sheets unless otherwise noted) as a multiple of estimated 2023 Adjusted EBITDA (as defined in the section of this proxy statement captioned “The Merger — Certain Aerojet Rocketdyne Unaudited Prospective Financial Information,” provided that when used with respect to companies other than Aerojet Rocketdyne, no adjustments attributable to the Aerojet Rocketdyne real estate segment and income/(expense) related to re-measurement of net environmental remediation liability are included in such definition), which we refer to as “2023E Adjusted EBITDA”. Estimated financial data of the selected companies (pro forma as applicable) were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore selected a reference range of enterprise value/Adjusted EBITDA multiples of 9.5x - 11.5x and applied this range of multiples to Aerojet Rocketdyne’s estimated fiscal year 2023 Adjusted EBITDA based on the Projections.

Based on these ranges of implied enterprise values, Aerojet Rocketdyne’s total debt (net of unamortized deferred financing costs), cash and marketable securities (excluding restricted cash and adjusted for stock appreciation rights exercised through December 15, 2022, and for cash settlement of outstanding stock appreciation rights as of December 15, 2022, per Aerojet Rocketdyne’s management), and net environmental liability position resulting from government and other reimbursements, Aerojet Rocketdyne’s after-tax unfunded pension and OPEB liabilities as of December 31, 2021, Aerojet Rocketdyne’s value of real estate held for entitlement and leasing as of September 30, 2022, in each case, as reported in Aerojet Rocketdyne’s financial statements, and the number of fully diluted shares of Aerojet Rocketdyne Common Stock, in each case as provided by Aerojet Rocketdyne’s management, this analysis indicated a range of implied equity values per share of Aerojet Rocketdyne Common Stock rounded to the nearest $0.25 of $44.50 to $53.50, compared to the consideration of $58.00 per share of Aerojet Rocketdyne Common Stock.

Although none of the selected companies are directly comparable to Aerojet Rocketdyne, Evercore selected these companies because they are publicly traded defense companies that Evercore, in its professional judgment and experience, considered generally relevant to Aerojet Rocketdyne for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments

regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Evercore reviewed, to the extent publicly available, financial information related to the following selected transactions involving target companies in the defense and aerospace industries announced since 2015 (the “selected transactions”). For each selected transaction, Evercore calculated the implied enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus minority interest and after-tax unfunded pension and OPEB liabilities (post-Financial Accounting Standards Board Accounting Standards Update 2017-07 effective date, if relevant), less cash and cash equivalents and net of acquired tax benefits, if relevant) as a multiple of last twelve-month (LTM) Adjusted EBITDA for the target company at the time of the announcement of the applicable transaction, which we refer to as “LTM Adjusted EBITDA.” Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Any transactions reported in non-USD values reflect the applicable foreign exchange rate as of the date of announcement of the relevant transaction.

The selected transactions reviewed by Evercore, the date each was announced, and the results of this analysis were as follows:

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of enterprise value to LTM Adjusted EBITDA multiples of 13.0x to 16.0x and applied this range of multiples to Aerojet Rocketdyne’s LTM Adjusted EBITDA as of September 30, 2022 based on Aerojet Rocketdyne’s financial statements and to Aerojet Rocketdyne’s estimated 2022 Adjusted EBITDA based on the Projections. Based on this range of implied enterprise values, Aerojet

Rocketdyne’s total debt (net of unamortized deferred financing costs), cash and marketable securities (excluding restricted cash and adjusted for stock appreciation rights exercised through December 15, 2022, and for cash settlement of outstanding stock appreciation rights as of December 15, 2022, per Aerojet Rocketdyne’s management) and net environmental liability position resulting from government and other reimbursements as of September 30, 2022, Aerojet Rocketdyne’s after-tax unfunded pension and OPEB liabilities as of December 31, 2021, Aerojet Rocketdyne’s value of real estate held for entitlement and leasing as of September 30, 2022, in each case, as reflected in Aerojet Rocketdyne’s financial statements, and the number of fully diluted shares of Aerojet Rocketdyne Common Stock as provided by Aerojet Rocketdyne’s management, this analysis indicated a range of implied equity values per share of Aerojet Rocketdyne Common Stock rounded to the nearest $0.25 of $47.75 to $58.50 and $51.00 to $62.50, respectively, compared to the consideration of $58.00 per share of Aerojet Rocketdyne Common Stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to Aerojet Rocketdyne and none of the selected transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to Aerojet Rocketdyne for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Evercore performed an illustrative sponsor ability to pay analysis to determine the range of price per share of Aerojet Rocketdyne Common Stock at which a financial sponsor might effect a leveraged buyout of Aerojet Rocketdyne based on the Projections. For purposes of its analysis, Evercore assumed a required internal rate of return in the range of 17.5% to 22.5%, a range of total leverage ratios of 5.0x to 5.5x to the Company’s estimated LTM Adjusted EBITDA as of December 31, 2022, and an applied exit multiple of 12.7x to the Company’s estimated 2027 LTM Adjusted EBITDA, in each case based on the Projections. Evercore selected the internal rates of return, leverage ratios and exit multiples based upon the application of its professional judgment and experience. This analysis indicated a range of implied equity values per share of Aerojet Rocketdyne Common Stock rounded to the nearest $0.25 of $45.50 to $52.00, compared to the consideration of $58.00 per share of Aerojet Rocketdyne Common Stock.

Evercore reviewed historical trading prices of shares of Aerojet Rocketdyne Common Stock during the period beginning on February 13, 2022, the date of termination of the proposed merger of Aerojet Rocketdyne with affiliates of Lockheed Martin Corporation, and ended December 16, 2022, noting that the low and high closing prices during such period ranged from $36.59 to $54.89 per share of Aerojet Rocketdyne Common Stock.

Evercore reviewed selected public market trading price targets for the shares of Aerojet Rocketdyne Common Stock prepared and published by equity research analysts that were publicly available as of (i) December 16, 2022, the last full trading day prior to the delivery by Evercore of its opinion to the Board, and (ii) August 15, 2022, the last full day of unaffected trading of Aerojet Rocketdyne’s Common Stock. These price

targets reflect analysts’ estimates of the future public market trading price of the shares of Aerojet Rocketdyne Common Stock at the time the price target was published. The range of selected equity research analyst price targets per share of Aerojet Rocketdyne Common Stock was $45.00 to $62.00 as of December 16, 2022, the last full trading day prior to the delivery by Evercore of its opinion to the Board, and $37.00 to $50.00 as of August 15, 2022, the last full day of unaffected trading of Aerojet Rocketdyne’s Common Stock. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Aerojet Rocketdyne Common Stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Aerojet Rocketdyne and future general industry and market conditions.

Using publicly available information, Evercore reviewed 29 all-cash transactions and announced bids for control of U.S. public targets by strategic acquirors with an aggregate transaction value between $2 billion and $6 billion announced since January 1, 2017 (excluding financial, REIT, master limited partnership and pharmaceutical targets, mergers of equals, acquisitions by financial sponsors, and transactions between related parties). Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market prices per share of the target companies one day prior to announcement of each transaction.

This analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 25% to 50% to $42.49, the closing market price per share of Aerojet Rocketdyne Common Stock on August 15, 2022, representing the last full day of unaffected trading of Aerojet Rocketdyne’s Common Stock. This analysis indicated a range of implied equity values per share of Aerojet Rocketdyne Common Stock rounded to the nearest $0.25 of $53.00 to $63.75, compared to the merger consideration of $58.00 per share of Aerojet Rocketdyne Common Stock.

Evercore performed an illustrative analysis of the implied present value of the future price per share of Aerojet Rocketdyne Common Stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of that company’s next twelve month Adjusted EBITDA, which we refer to as “NTM Adjusted EBITDA,” and an assumed enterprise value to NTM Adjusted EBITDA multiple.

In calculating the implied present value of the future price per share of Aerojet Rocketdyne Common Stock, Evercore first calculated the implied future enterprise value of the Company by multiplying the Company’s estimated NTM Adjusted EBITDA as of the end of each of calendar years 2022, 2023, 2024 and 2025, based on the Projections, by an illustrative enterprise value to NTM Adjusted EBITDA multiple range of 9.7x to 11.7x, which was selected based on Evercore’s professional judgment and experience, to derive an implied future enterprise value reference range for Aerojet Rocketdyne. Based on this range of implied enterprise values, Aerojet Rocketdyne’s total debt (net of unamortized deferred financing costs) as of the end of the applicable year, cash and marketable securities (excluding restricted cash and adjusted for stock appreciation rights exercised through December 15, 2022, and for cash settlement of outstanding stock appreciation rights as of December 15, 2022, per Aerojet Rocketdyne’s management) as of the end of the applicable year and net environmental liability position resulting from government and other reimbursements as of the end of the applicable year, Aerojet Rocketdyne’s after-tax unfunded pension and OPEB liabilities as of as of the end of the applicable year, Aerojet Rocketdyne’s value of real estate held for entitlement and leasing as of as of the end of the applicable year, in each case, as based on the Projections, Evercore calculated a reference range of implied future equity values for Aerojet Rocketdyne. Evercore then divided the implied future equity values of Aerojet

Rocketdyne for each such year by the number of estimated fully diluted shares of Aerojet Rocketdyne Common Stock outstanding for such year, as provided by Aerojet Rocketdyne’s management, to calculate a reference range of implied future equity values per share for the Company. Evercore then discounted the implied share prices back to December 31, 2022 using discount rates ranging from 9.0% to 10.0%, which were based on an estimate of Aerojet Rocketdyne’s cost of equity. This analysis indicated a range of implied equity values per share of Aerojet Rocketdyne Common Stock rounded to the nearest $0.25 of $43.25 to $60.75, compared to the merger consideration of $58.00 per share of Aerojet Rocketdyne Common Stock.

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Board. In connection with the review of the Merger by Aerojet Rocketdyne’s board of directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Aerojet Rocketdyne Common Stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Board as to the fairness, from a financial point of view, of the consideration of $58.00 per share to the holders of shares of Aerojet Rocketdyne Common Stock. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Board or Aerojet Rocketdyne’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Aerojet Rocketdyne Common Stock.

Pursuant to the terms of Evercore’s engagement letter with Aerojet Rocketdyne, Aerojet Rocketdyne has agreed to pay Evercore a fee for its services in the amount of approximately $35.8 million, of which $2.5 million was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. Aerojet Rocketdyne has also agreed to reimburse Evercore for certain expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to Aerojet Rocketdyne and received fees for the rendering of these services. During the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to L3Harris and Evercore has not received any compensation from L3Harris during such period. Evercore may provide financial advisory or other services to Aerojet Rocketdyne and L3Harris in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or

otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Aerojet Rocketdyne, L3Harris, potential parties to the Merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Aerojet Rocketdyne or L3Harris.

Aerojet Rocketdyne engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

While Aerojet Rocketdyne has from time to time provided limited financial guidance to investors, Aerojet Rocketdyne has not, as a matter of course, otherwise publicly disclosed internal projections by year as to future performance, earnings or other results beyond the then current annual period, and is especially wary of making projections for extended periods, due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. However, Aerojet Rocketdyne is including in this proxy statement a summary of certain limited unaudited prospective financial information of Aerojet Rocketdyne on a standalone basis, without giving effect to the Merger (the “Projections”), prepared by Aerojet Rocketdyne’s management, solely because such financial information was given to the Aerojet Rocketdyne Board and Citi and Evercore as described below. Aerojet Rocketdyne advised the recipients of the Projections that its internal financial forecasts are subjective in many respects, and the inclusion of the Projections in this proxy statement should not be regarded as an indication of future results or an accurate prediction of future results, and should not be relied on as such.

The Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines established by the American Institute of Certified Public Accountants for preparation and presentations of financial projections. This information is prospective and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the Projections. The Projections have been prepared by, and are the responsibility of, the Company’s management. Neither the Company’s independent registered public accounting firm, nor any independent accountants, have examined, compiled or performed any procedures with respect to the Projections and, accordingly, the Company’s independent registered accounting firm does not express an opinion or any other form of assurance on the Projections or their achievability, and assumes no responsibility for, and disclaims any association with, the Projections. Aerojet Rocketdyne’s independent registered public accounting firm’s report, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is incorporated by reference into this proxy statement, relates to Aerojet Rocketdyne’s historical financial information and does not extend to the Projections and should not be read to do so. Furthermore, the Projections do not take into account any circumstances or events occurring after the date they were prepared.

While presented with numeric specificity, the Projections reflect numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Aerojet Rocketdyne’s control. Multiple factors, including those described in the section “Cautionary Statement Concerning Forward-Looking Statements,” could cause the Projections or the underlying assumptions to be inaccurate. As a result, actual results may differ materially from those contained in the Projections, and accordingly, there can be no assurance that the projected results summarized below will be realized. Aerojet Rocketdyne’s stockholders are urged to review Aerojet Rocketdyne’s most recent SEC filings for a description of the reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aerojet Rocketdyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and any subsequent quarterly reports on Form 10-Q, which are incorporated by reference into this proxy statement.

The inclusion of a summary of the Projections in this proxy statement should not be regarded as an indication that any of Aerojet Rocketdyne, L3Harris or their respective officers, directors, affiliates, advisors or

other representatives considered the Projections to necessarily be predictive of actual future events, and the Projections should not be relied upon as such nor should the information contained in the Projections be considered appropriate for other purposes. None of Aerojet Rocketdyne, L3Harris or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the Projections. Aerojet Rocketdyne undertakes no obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error.

The Company has not made and makes no representation to L3Harris, Merger Sub or any other person, in the Merger Agreement or otherwise, concerning the Projections or regarding Aerojet Rocketdyne’s ultimate performance compared to the information contained in the Projections or that the projected results will be achieved. Aerojet Rocketdyne urges all of its stockholders to review Aerojet Rocketdyne’s most recent SEC filings for a description of the Company’s reported financial results.

The following is a summary of the unaudited Aerojet Rocketdyne prospective financial information for fiscal years 2022 through 2031 that was prepared by the Company’s management. The Projections were prepared by Aerojet Rocketdyne’s management in August 2022 and were provided to the Board in connection with its consideration and evaluation of a potential transaction with L3Harris. The Projections were also provided to Citi and Evercore and the Board approved the use of, and reliance upon, the Projections by Citi and Evercore in connection with each firm’s financial analysis and opinion, as discussed in the sections entitled “The Merger — Opinion of Citigroup Global Markets Inc.” and “The Merger — Opinion of Evercore Group L.L.C.”, respectively. The Projections are based solely on the information available to Aerojet Rocketdyne’s management at those times, and do not give effect to the Merger. The summary of the Projections included in this proxy statement are presented to give Aerojet Rocketdyne stockholders access to the financial projections that were made available to the Board, Citi and Evercore. Such information may not be appropriate for other purposes, and is not included to influence your decision, if you are an Aerojet Rocketdyne stockholder, to vote for the Merger Proposal, the Compensation Proposal or the Adjournment Proposal.

Citi and Evercore Adjustments in Respect of the Projections. The following table sets forth for fiscal years 2022 through 2031 the estimated amounts of the Adjusted EBITDA and Adjusted Unlevered Free Cash Flow of Aerojet Rocketdyne, as calculated by Citi and Evercore in respect of, and based on information included in, the Projections provided by Aerojet Rocketdyne management for purposes of (and as approved by Aerojet Rocketdyne management for use by Citi and Evercore in connection with) Citi and Evercore’s financial analyses and opinions described in the section of this proxy statement entitled “The Merger - Opinion of Citigroup Global Markets Inc.” and “The Merger— Opinion of Evercore Group L.L.C.”, respectively (amounts may reflect rounding):

Important factors that may affect actual results and cause the Projections not to be achieved include risks and uncertainties relating to Aerojet Rocketdyne’s business and other factors described under “Cautionary Statement Concerning Forward-Looking Statements,” as well as the risk factors with respect to the Company’s business contained in its most recent SEC filings, which shareholders are urged to review, which may be found as described under “Where You Can Find More Information.” In addition, the Projections cover multiple future years, and such information by its nature is less reliable in predicting each successive year. The Projections also do not take into account any circumstances or events occurring after the date on which they were prepared and do not give effect to the Transactions, including the Merger, and also do not take into account the effect of any failure of the Merger to be completed. The Projections also reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Projections. Accordingly, there can be no assurance that the Projections will be realized or that actual results will not be significantly lower than projected.

The inclusion of the Projections in this proxy statement should not be regarded as an indication that any of Aerojet Rocketdyne or its affiliates, advisors or representatives considered the Projections to be predictive of actual future events, and the Projections should not be relied on as such. None of Aerojet Rocketdyne or its affiliates, advisors, officers, employees, directors or representatives can give you any assurance that actual results will not differ from the Projections, and none of those persons undertakes any obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date the Projections were prepared or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections are shown to be in error. The Company does not intend to publicly update or make any other revision to the Projections. None of Aerojet Rocketdyne or any of its affiliates, advisors, officers, employees, directors or representatives has made or makes any representation to L3Harris, Merger Sub or any other person regarding Aerojet Rocketdyne’s ultimate performance compared to the Projections or that the results reflected therein will be achieved. For the reasons described above, readers of this proxy statement are cautioned not to place undue, if any, reliance on the Projections.

When considering the recommendation of Aerojet Rocketdyne’s Board that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that Aerojet Rocketdyne directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. In (i) evaluating and negotiating the Merger Agreement; (ii) approving the Merger Agreement and the Merger; and (iii) recommending that the Merger Agreement and the transactions contemplated thereby be adopted by stockholders, Aerojet Rocketdyne’s Board was aware of and considered these interests, among other matters.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the Merger.

The Merger Agreement provides for the treatment set forth below as to the awards held by Aerojet Rocketdyne directors and executive officers at the Effective Time of the Merger.

At the Effective Time, each outstanding unvested Aerojet Rocketdyne Restricted Stock Award will automatically (i) vest and be canceled and (ii) be converted into the right to receive (subject to any applicable withholdings) an amount in cash equal to the product of the Price Per Share multiplied by the total number of shares subject to such Restricted Stock Award, together with any accrued and unpaid dividends corresponding to such Restricted Stock Award. The total number of shares subject to a performance-based Restricted Stock Award will be based on deemed achievement of maximum performance.

As of January 23, 2023, the Company’s executive officers held an aggregate of 458,868 shares of Common Stock subject to unvested Restricted Stock Awards and RSU Awards (all of which RSU Awards are Pre-Signing RSUs Awards (as defined below)), and the Company’s non-employee directors held an aggregate of 24,925 shares of Common Stock subject to unvested Restricted Stock Awards.

At the Effective Time, each outstanding SAR with respect to shares of Aerojet Rocketdyne Common Stock will be canceled and converted into the right to receive (subject to any applicable withholdings) an amount in cash equal to the product of (i) the total number of shares of Aerojet Rocketdyne Common Stock subject to such SAR multiplied by (ii) the excess, if any, of the Price Per Share over the per share base price of such SAR. Each outstanding SAR with respect to which the per share base price equals or exceeds the Price Per Share will be canceled for no consideration at the Effective Time.

As of January 23, 2023, the Company’s executive officers held an aggregate of 211,577 SARs, and the Company’s non-employee directors did not hold any SARs.

At the Effective Time, each outstanding unvested Aerojet Rocketdyne RSU Award granted before the execution of the Merger Agreement will automatically (i) vest and be canceled and (ii) be converted into the right to receive (subject to any applicable withholdings) an amount in cash equal to the product of the Price Per Share multiplied by the total number of shares subject to such vested RSU Award, together with any accrued and unpaid dividends corresponding to such vested RSU Award. The total number of shares subject to a performance-based RSU Award will be based on deemed achievement of maximum performance.

At the Effective Time, each outstanding unvested Post-Signing RSU Award, excluding any such award granted to a non-employee director, will be canceled. With respect to each canceled Post-Signing RSU Award:

For an estimate of the amounts that would be payable to each of Aerojet Rocketdyne’s named executive officers in respect of their unvested equity awards, see the section entitled “The Merger — Interests of Aerojet Rocketdyne’s Directors and Executive Officers in the Merger — Golden Parachute Compensation” below. The estimated aggregate amount that would be payable to Aerojet Rocketdyne’s one executive officer who is not a named executive officer in respect of his 7,735 currently outstanding and unvested Restricted Stock Awards and RSU Awards at the Effective Time is $434,398. The estimated aggregate amount that would be payable to Aerojet Rocketdyne’s seven (7) non-employee directors in respect of their 24,925 currently outstanding and unvested Restricted Stock Awards at the Effective Time is $1,399,788.

The Merger Agreement provides that all rights to exculpation, indemnification and advancement of expenses now existing in favor of current or former directors or officers of Aerojet Rocketdyne or any of its subsidiaries (or directors or officers of Aerojet Rocketdyne or any of its subsidiaries to the extent serving as fiduciaries with respect to any employee benefit plan maintained by Aerojet Rocketdyne or any of its subsidiaries) as provided in their respective organizational documents or in any agreements will survive the Merger and will continue at and after the Effective Time in full force and effect. For a period of six (6) years after the Effective Time, L3Harris

will maintain in effect the exculpation, indemnification and advancement of expenses provisions of Aerojet Rocketdyne’s and any of its subsidiaries’ articles or certificates of incorporation and bylaws or similar organizational documents or in any indemnification agreements, in each case, as in effect immediately prior to the Effective Time.

In connection with the execution of the Merger Agreement, the Organization & Compensation Committee of the Board approved the following actions, effective December 1, 2022, to, in part, mitigate the impact of adverse tax consequences to the Company and to certain Aerojet Rocketdyne executive officers under the golden parachute provisions of Sections 280G and 4999 of the Code: (1) accelerated payment of annual cash incentive awards under the Aerojet Rocketdyne 2022 Short-Term Incentive Program at 90% of target for each of Aerojet Rocketdyne’s executive officers, with any remaining amount earned to be certified by the committee and paid in 2023; (2) accelerated vesting of performance-based restricted stock grants awarded under the Aerojet Rocketdyne 2020 Long-Term Incentive Plan at the 145% payout level for each of Aerojet Rocketdyne’s executive officers, with any remaining amount earned under such awards to be certified by the committee and vested in 2023; (3) accelerated vesting of performance-based restricted stock grants awarded under the Aerojet Rocketdyne 2021 Long-Term Incentive Plan and 2022 Long-Term Incentive Plan, in each case at the 200% payout level, for each of Aerojet Rocketdyne’s executive officers, conditioned on execution of an agreement pursuant to which such accelerated awards may be clawed back under certain circumstances; and (4) accelerated vesting of time-based equity awards held by each of Aerojet Rocketdyne’s executive officers that were otherwise scheduled to vest based on continued employment in 2023, 2024 and 2025.

The estimated aggregate amount realized by Aerojet Rocketdyne’s executive officer who is not a named executive officer under the accelerated vesting described in clauses (2), (3) and (4) of the preceding paragraph (based upon the closing stock price on December 15, 2022, the date of vesting acceleration) was $317,071. For an estimate of the amounts that would be payable to each of Aerojet Rocketdyne’s named executive officers under the accelerated vesting described above, see the section entitled “The Merger - Interests of Aerojet Rocketdyne’s Directors and Executive Officers in the Merger - Golden Parachute Compensation” below.

Aerojet Rocketdyne is party to an employment agreement with Ms. Drake (the “Drake Employment Agreement”) under which, if Ms. Drake’s employment is terminated by Aerojet Rocketdyne without cause (including due to a death or disability) or by Ms. Drake for good reason within the period commencing six months before and ending 24 months following a “change in control,” then Ms. Drake will be entitled to the following payments and benefits: (i) accrued obligations; (ii) annual target bonus for the pro-rated portion of the fiscal year before the change in control, paid in a lump sum; (iii) a severance payment equal to three times the sum of (x) Ms. Drake’s base salary and (y) annual target bonus, paid in a lump sum; (iv) to the extent unvested at the time of Ms. Drake’s termination of employment, immediate full vesting of all of Ms. Drake’s equity awards (at the maximum level of performance, if applicable); (v) the opportunity to continue to participate in the Aerojet Rocketdyne life insurance policy in which she is enrolled before the date of termination at an amount of one times base salary for a period of 12 months following the date of termination; (vi) provided Ms. Drake timely elects and is eligible for COBRA coverage, payment of the premiums associated with 24 months of Ms. Drake’s continued participation, without any required contributions from Ms. Drake (but subject to all other plan terms, including co-payments and deductibles) in the health benefit plans in which Ms. Drake is enrolled before the date of termination; (vii) the opportunity to continue to participate in the Aerojet Rocketdyne Executive Physical Program for a period of 24 months following termination; and (viii) outplacement services provided by the company-designated outplacement firm for a period of 18 months starting no later than ninety (90) days from Ms. Drake’s date of termination, with a maximum value of $25,000 (in each case, as such terms are defined in the Drake Employment Agreement). Receipt of such compensation and benefits is contingent on Ms. Drake’s timely execution of a release in the form attached to the Drake Employment Agreement.

Aerojet Rocketdyne also maintains an executive change in control severance policy (the “CIC Policy”), which provides all Aerojet Rocketdyne executive officers, other than Ms. Drake, with compensation and benefits upon a termination of their employment by us without cause or by the executive for good reason (including due to an executive’s death or “disability”) within the six-month period before a “change in control” (or, if earlier, following the signing of a definitive agreement that, if consummated, would result in a change in control) through the 24-month period following a “change in control” (in each case, as such terms are defined in the CIC policy). In the event of an applicable termination of employment, the executive officer will be entitled to the following:

Receipt of compensation and benefits under the CIC Policy is contingent on the executive officer’s timely execution of a release in a form prescribed by the Company.

The Merger will constitute a “change in control” for purposes of each of these arrangements.

The estimated aggregate amount that would be payable under the CIC Policy to Aerojet Rocketdyne’s executive officer who is not a named executive officer upon the Effective Time of the Merger is $2,336,348. For an estimate of the amounts that would be payable to Ms. Drake under the Drake Employment Agreement and to each of Aerojet Rocketdyne’s named executive officers under the CIC Policy, see the section entitled “The Merger — Interests of Aerojet Rocketdyne’s Directors and Executive Officers in the Merger — Golden Parachute Compensation” below.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each Aerojet Rocketdyne named executive officer in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. Aerojet Rocketdyne executive officers will not receive pension, non-qualified deferred compensation, tax reimbursement or other benefits in connection with the Merger.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the Merger. The ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below. For purposes of calculating such amounts, the following assumptions were used:

The following is a general discussion of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. holders (as defined below) of Common Stock whose shares are exchanged for cash pursuant to the Merger. This discussion does not address U.S. federal income tax consequences to holders other than U.S. holders. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (referred to as the “Code”), applicable U.S. Treasury Regulations promulgated thereunder, judicial opinions and administrative rulings and published positions of the Internal Revenue Service (referred to as the “IRS”), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is for general information purposes only and does not purport to be a complete analysis of all potential tax consequences. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), nor does it address any considerations under state, local or foreign tax laws or U.S. federal tax laws other than those pertaining to U.S. federal income tax. This discussion is not binding on the IRS or the courts and, therefore, the conclusions set forth in this discussion could be subject to challenge, which challenge could be sustained. No ruling has been or will be sought from the IRS with respect to the Merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Common Stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

This discussion applies only to U.S. holders of shares of Common Stock who hold such shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a U.S. holder in light of its particular circumstances, or that may apply to U.S. holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect to apply the mark-to-market method of accounting, U.S. holders subject to any alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, governmental agencies or instrumentalities, tax-qualified retirement plans or other tax-deferred accounts, banks and other financial institutions, mutual funds, certain former citizens or former long-term residents of the United States, partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes), S corporations or other pass-through entities or investors in such partnerships or other pass-through entities, real estate investment trusts, regulated investment companies, U.S. holders who hold shares of Common Stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, U.S. holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement, and U.S. holders who acquired their shares of Common Stock through the exercise of employee stock options or other compensation arrangements).

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Common Stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of Common Stock, you should consult your tax advisor.

This discussion of material U.S. federal tax consequences is for general information purposes only and is not tax advice. Holders of Common Stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the Merger, including the applicability and effect of any alternative minimum tax, the unearned income Medicare contribution tax and any other U.S. federal, state, local, foreign income or other tax laws.

The receipt of cash by U.S. holders in exchange for shares of Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Common Stock pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. holder’s adjusted tax basis in its shares of Common Stock surrendered in exchange. A U.S. holder’s adjusted tax basis in shares of Common Stock will generally equal the amount that such U.S. holder paid for such shares.

Any such gain or loss will generally be capital gain or loss, and will generally be long-term capital gain or loss if a U.S. holder’s holding period in the shares of Common Stock surrendered in the Merger is greater than one year as of the date of the Merger. Long-term capital gains of certain non-corporate U.S. holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Common Stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately as to each block of Common Stock.

Payments made in exchange for shares of Common Stock pursuant to the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying under penalties of perjury that such U.S. holder is a “United States person” (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded by the IRS or credited against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the IRS in a timely manner.

Antitrust Clearance. Under the HSR Act and related rules and regulations, certain transactions, including the Merger, may not be completed until certain waiting period requirements have expired or been terminated. The HSR Act requires that each party must file a pre-merger notification with the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the FTC. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. In certain circumstances the review period may be extended by either the parties or the Antitrust Division or FTC. Completion of the Merger is conditioned on the expiration or early termination of the applicable waiting period under the HSR Act. The Company and L3Harris filed their respective Notification and Report Forms with the Antitrust Division and the FTC on January 10, 2023. The applicable waiting period will expire on February 9, 2023, unless extended or terminated earlier.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the Merger, to rescind the Merger or to conditionally permit completion of the Merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Commitments to Obtain Antitrust Approval. The Company, L3Harris, and Merger Sub are each required to, and to cause their respective affiliates to, use reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the Transactions prior to the Termination Date, subject to certain limitations. As to the remedies and actions that L3Harris would be required to take, which limitations and other relevant provisions are further described under the section of this proxy statement entitled “The Merger Agreement — Efforts to Complete the Merger.”

Filing Fees. L3Harris has agreed to bear the cost of all filing fees payable to any governmental authority in connection with any filings made to obtain regulatory approval.

The closing of the Merger will take place no later than the second business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the Merger (as described in the section of this proxy captioned “The Merger Agreement — Conditions to the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions, unless another date is agreed to in writing by the parties.

The effective time of the Merger will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware, or at such other time as is agreed upon in writing by L3Harris and Aerojet Rocketdyne and specified in the certificate of merger in accordance with the DGCL (the “Effective Time”).

If the Merger is completed, the Common Stock will be delisted from the NYSE and deregistered under the Exchange Act.

Under Delaware law, holders of record of Aerojet Rocketdyne common stock who do not vote in favor of approving and adopting the Merger Agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the Merger is completed, but only if they perfect their appraisal rights by precisely complying with the required procedures under Section 262 of the DGCL. The appraisal amount could be more than, the same as or less than the amount a stockholder would be entitled to receive under the terms of the Merger Agreement. To exercise appraisal rights under Delaware law, stockholders must submit a written demand for appraisal to Aerojet Rocketdyne prior to the vote on the proposal to approve and adopt the Merger Agreement, must not vote in favor of the proposal to approve and adopt the Merger Agreement and must continue to hold the shares of Aerojet Rocketdyne common stock of record through the Effective Time. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. Please see the section entitled “Appraisal Rights” and the text of the Delaware appraisal rights statute, Section 262 of the DGCL, which is reproduced in its entirety as Annex D to this proxy statement. You are encouraged to read these provisions carefully and in their entirety.

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to provide any factual information about Aerojet Rocketdyne or modify or supplement any factual disclosures about Aerojet Rocketdyne in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding the actual state of any facts and circumstances relating to Aerojet Rocketdyne. The Merger Agreement contains representations and warranties by, and covenants of, Aerojet Rocketdyne, L3Harris and Merger Sub, and they were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Aerojet Rocketdyne’s public disclosures. The representations, warranties and covenants in the Merger Agreement and any descriptions thereof should be read in conjunction with the disclosures in Aerojet Rocketdyne’s periodic and current reports, proxy statements and other documents filed with the SEC. See the section of this proxy statement entitled “Where You Can Find Additional Information.” Moreover, the description of the Merger Agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein in its entirety.

Additional information about Aerojet Rocketdyne may be found elsewhere in this proxy statement and Aerojet Rocketdyne’s other public filings. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

At the Effective Time, Merger Sub will merge with and into Aerojet Rocketdyne, and the separate corporate existence of Merger Sub will cease. Aerojet Rocketdyne will be the Surviving Corporation in the Merger and will continue its corporate existence as a Delaware corporation and a wholly owned subsidiary of L3Harris. At the Effective Time, the articles of incorporation of the Surviving Corporation will be amended and restated in its entirety and will be substantially in the form of the articles of incorporation that are attached to the Merger Agreement as Exhibit A, until amended in accordance with applicable law. Also at the Effective Time, the bylaws of the Surviving Corporation in effect immediately before the Effective Time, will be the bylaws of the Surviving Corporation, until amended in accordance with applicable law, except that the name of the Surviving Corporation in both the articles of incorporation and the bylaws will be “Aerojet Rocketdyne Holdings, Inc.” or such other name as designated by L3Harris.

The directors of Merger Sub immediately before the Effective Time will become the initial directors of the Surviving Corporation and the officers of Merger Sub immediately before the Effective Time or such other individuals as designated by L3Harris before the Effective Time will become the initial officers of the Surviving Corporation.

The closing of the Merger will take place via the exchange of electronic documents and executed signature pages and the electronic transfer of funds no later than the second business day following the satisfaction or waiver of all of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions at such time), unless another date is agreed to in writing by the parties. For purposes of the Merger Agreement, “business day” refers to any day except a Saturday, a Sunday or any other day on which the banks in the State of New York are authorized by law or executive order to be closed.

On the closing date, Aerojet Rocketdyne and L3Harris will file a certificate of merger with the Delaware Secretary of State. The Merger will become effective at the time when the certificate of merger has been duly filed with the Delaware Secretary of State, or at such later time as may be agreed by the parties in writing and specified in the certificate of merger.

At the Effective Time, each share of Common Stock will cease to be outstanding and will automatically be canceled and retired and cease to exist, and converted into the right to receive the Merger Consideration, without interest and subject to any required tax withholdings, upon surrender of certificates or book-entry shares, other than the following: (i) the Canceled Shares, which will be automatically canceled without payment of any consideration therefor and will cease to exist; and (ii) shares of common stock, other than the Canceled Shares, that are held by a stockholder of record who did not vote in favor of the Merger Proposal as to such shares and is entitled to demand and validly demands appraisal of such shares of Common Stock under, and complies in all respects with, Section 262 of the DGCL.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, outstanding Aerojet Rocketdyne equity-based awards will be treated as follows, subject to all required withholding taxes:

At the Effective Time, each outstanding unvested Aerojet Rocketdyne Restricted Stock Award will automatically (i) vest and be canceled and (ii) be converted into the right to receive (subject to any applicable withholdings) an amount in cash equal to the product of the Price Per Share multiplied by the total number of shares subject to such Restricted Stock Award, together with any accrued and unpaid dividends corresponding to such Restricted Stock Award. The total number of shares subject to a performance-based Restricted Stock Award will be based on deemed achievement of maximum performance.

At the Effective Time, each outstanding SAR with respect to shares of Aerojet Rocketdyne Common Stock will be canceled and converted into the right to receive (subject to any applicable withholdings) an amount in cash equal to the product of (i) the total number of shares of Aerojet Rocketdyne Common Stock subject to such SAR multiplied by (ii) the excess, if any, of the Price Per Share over the per share base price of such SAR. Each outstanding SAR with respect to which the per share base price equals or exceeds the Price Per Share will be canceled for no consideration at the Effective Time.

At the Effective Time, each outstanding unvested Aerojet Rocketdyne RSU Award granted before the execution of the Merger Agreement will automatically (i) vest and be canceled and (ii) be converted into the right to receive (subject to any applicable withholdings) an amount in cash equal to the product of the Price Per Share multiplied by the total number of shares subject to such vested RSU Award, together with any accrued and unpaid dividends corresponding to such vested RSU Award. The total number of shares subject to a performance-based RSU Award will be based on deemed achievement of maximum performance.

At the Effective Time, each outstanding unvested Post-Signing RSU Award, excluding any such award granted to a non-employee director, will be canceled. With respect to each canceled Post-Signing RSU Award:

In the case of any Aerojet Rocketdyne Equity Award that is subject to Section 409A of the Code, all payments as to such Aerojet Rocketdyne Equity Award will be made in accordance with and at the earliest time as is consistent with the requirements of Section 409A of the Code, and may otherwise be treated in an alternate method to the extent required by law or agreed by the parties.

At or before the Effective Time, L3Harris will deposit, or cause to be deposited, with a paying agent in trust for the benefit of holders of shares of Common Stock, cash sufficient to pay the aggregate Merger Consideration.

Certificates. As soon as reasonably practicable (and no later than two business days) after the Effective Time, L3Harris will cause the paying agent to mail to each holder of record of a certificate that immediately before the Effective Time represented shares of Common Stock (other than Canceled Shares and Dissenting Shares) (i) a letter of transmittal and (ii) instructions for effecting the surrender of such certificates to the paying agent in exchange for payment of the Merger Consideration. Upon surrender to the paying agent of certificates, together with the letter of transmittal, duly completed and validly executed, and such other customary documents as may be reasonably required, the holder of such certificates will be entitled to receive in exchange therefor the amount of Merger Consideration to which the holder is entitled to under the Merger Agreement (without interest and after giving effect to any required tax withholding).

Book-Entry. As soon as reasonably practicable (and no later than two business days) after the Effective Time, L3Harris will cause the paying agent to mail to each holder of record of book-entry shares whose shares of Common Stock were converted into the right to receive the Merger Consideration instructions for effecting the surrender of such book-entry shares to the paying agent in exchange for payment of the Merger Consideration. Upon surrender to the paying agent of such book-entry shares, the holder of such book-entry shares will be entitled to receive in exchange therefor the amount of Merger Consideration to which the holder is entitled to under the Merger Agreement (without interest and after giving effect to any required tax withholding).

The Merger Agreement contains representations and warranties of Aerojet Rocketdyne, subject to certain exceptions in the Merger Agreement, in the Company’s confidential disclosure letter delivered in connection with the Merger Agreement and in Aerojet Rocketdyne’s public filings, as to, among other things:

The Merger Agreement also contains representations and warranties of L3Harris and Merger Sub, subject to certain exceptions in the Merger Agreement and L3Harris’s confidential disclosure letter delivered in connection with the Merger Agreement and in L3Harris’s public filings, as to, among other things:

Some of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a “Company Material Adverse Effect” or “Parent Material Adverse Effect” qualification, as discussed below.

For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any event, change, occurrence or development that has had, or would reasonably be expected to have, a materially adverse effect on the business, operations or financial condition of the Company and its subsidiaries taken as a whole. However, none of the following will constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur:

However, as to the matters described in the third, fourth, fifth, sixth, seventh, eighth and fourteenth bullets above, such effects may be taken into account to the extent that they have, or would reasonably be expected to have, individually or in the aggregate, a disproportionately adverse effect on the business, financial condition or results of operations of Aerojet Rocketdyne and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which Aerojet Rocketdyne and its subsidiaries operate, in which case only the incremental disproportionate adverse impact on Aerojet Rocketdyne and its subsidiaries may be taken into account.

For purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any effect that, individually or in the aggregate, would prevent or materially delay the closing or materially impair the ability of L3Harris or Merger Sub to satisfy the conditions to the Merger, to obtain financing for the Merger or to consummate the Merger and the Transactions.

The Merger Agreement provides that, from and after the date of the Merger Agreement and before the earlier of the Effective Time or termination of the Merger Agreement, except (i) as may be required by

applicable law, (ii) with L3Harris’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), (iii) as required, contemplated or permitted by the Merger Agreement, (iv) as set forth in the Company’s confidential disclosure letter, or (v) actions taken, or omitted to be taken, to comply with any COVID-19 Measures or Cybersecurity Measures, Aerojet Rocketdyne will, and will cause its subsidiaries to, use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practices.

In addition, the Company will not, and will cause its subsidiaries not to, other than under the exceptions above, take any of the following actions:

Subject to compliance with applicable laws, from the date of the Merger Agreement until the earlier of the Effective Time or termination of the Merger Agreement, upon reasonable advance notice (i) Aerojet Rocketdyne will give to L3Harris and its representatives reasonable access, during normal business hours, to Aerojet Rocketdyne’s and its subsidiaries’ employees, officers, properties, contracts, commitments, books and records, other than any such matters that relate to the negotiation and execution of the Merger Agreement, including as to the consideration or valuation of the Merger or any financial or strategic alternatives, or that relate to any Alternative Proposal or Superior Proposal, in each case, for purposes reasonably related to consummating the Merger or carrying out post-Merger integration.

The foregoing will not require Aerojet Rocketdyne to permit access or disclose any information if such access or disclosure (i) would, in the Company’s good-faith discretion, (x) unreasonably disrupt the operations of the Company or any of its subsidiaries, (y) jeopardize any attorney-client or other legal privilege or trade secret protection or (z) contravene any applicable law, fiduciary duty or binding agreement entered into before the date of the Merger Agreement (in each case, provided that the Company will use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure in a manner that would not result in such effect), (ii) would relate to the minutes of the meetings of the Board or its committees where the Board or any applicable committee discussed the Transactions or any similar transaction between the Company and any other person (including any presentations or other materials prepared by or for the Board, whether in connection with a specific meeting, or otherwise relating to such subject matter), (iii) would result in the disclosure of information or access that is reasonably pertinent or likely to be reasonably pertinent to a litigation where the Company or any of its affiliates, on the one hand, and L3Harris or any of its affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties, or (iv) may be reasonably required, in the Company’s determination, to be subject to a joint defense agreement in customary form for the purpose of complying with applicable antitrust laws.

All information provided by the Company must be held in confidence in accordance with the confidentiality agreement between L3Harris and the Company, which will remain in full force and effect until the closing (and terminate upon closing).

From the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement, the Company will not, and will cause each of its subsidiaries, affiliates and representatives not to, directly or indirectly:

The Company will, and will cause its subsidiaries, affiliates and representatives, to (i) immediately following the execution of the Merger Agreement, cease and cause to be terminated any solicitations, discussion or negotiations with any person (other than L3Harris, Merger Sub and their respective representatives) in connection with any Alternative Proposal, (ii) terminate access to any physical or electronic data rooms hosted by or on behalf of the Company by any person (other than L3Harris, Merger Sub and their respective

representatives) and (iii) deliver written notice to each such person requesting that such person (other than L3Harris, Merger Sub and their respective representatives) return or destroy all confidential information regarding the Company and its subsidiaries in accordance with the applicable confidentiality agreement between the Company and such person.

The Company must enforce, and not waive, terminate, amend or modify without L3Harris’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (if any) to which the Company is a party, in each case, that prohibits or purports to prohibit a proposal being made to the Board, provided that the Company may grant waivers of standstill and similar provisions to the extent the Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law.

The Company will promptly (and in any event within 48 hours of receipt) notify L3Harris in writing of (i) the receipt by the Company of an Alternative Proposal or (ii) any proposal or offer received by the Company with respect to, or that would reasonably be expected to lead to, an Alternative Proposal, which notice will include (A) a copy of any such Alternative Proposal, offer or proposal made in writing (including any draft agreements or term sheets, financing commitments and other agreements submitted therewith) and (B) a summary of the material terms and conditions of any such Alternative Proposal, offer or proposal not made in writing. In addition, from and after the date hereof, the Company will (x) notify L3Harris in writing if the Company determines to begin providing information or to engage in discussions or negotiations concerning an Alternative Proposal in accordance with certain provisions of the Merger Agreement, (y) keep L3Harris reasonably informed in all material respects of the status and terms (including any material change to the terms of any such Alternative Proposal) of any such Alternative Proposal, offer or proposal and (z) provide L3Harris promptly after the receipt or delivery of copies of all written proposals, offers or draft agreements sent or provided to the Company, its affiliates or its representatives from any person that describes any of the terms or conditions of any such Alternative Proposal, inquiry, offer or proposal.

However, at any time from the date of the Merger Agreement and before the time the Required Company Stockholder Vote is obtained, if the Company receives a bona fide written unsolicited Alternative Proposal that the Board determines in good faith, after consultation with its outside legal counsel and financial advisors could reasonably be expected to result in a Superior Proposal, the Company may, subject to compliance with certain provisions of the Merger Agreement: (x) furnish nonpublic information to the third party making such Alternative Proposal, as well as its representatives and potential financing sources, if, and only if, before so furnishing such information, the third party has executed a confidentiality agreement with the Company having provisions as to confidential treatment of information and other terms that are not materially less favorable in the aggregate to the Company than the confidentiality provisions and other terms of the confidentiality agreement between L3Harris and the Company (provided that such confidentiality agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making or amendment of any Alternative Proposal on a confidential basis, but such confidential basis, but such confidentiality agreement will not prohibit the Company or its subsidiaries from providing any information contemplated by the Merger Agreement to L3Harris, Merger Sub or their respective representatives) (provided further, that any such nonpublic information has previously been provided to L3Harris or is provided to L3Harris before or substantially concurrently with the time such information is furnished to such third party), and (y) engage in discussions or negotiations with the third party as to the Alternative Proposal, in each case, subject to the requirement that the Company must:

An “Alternative Proposal” means any indication of interest, inquiry, proposal or offer from a person or group of persons (other than L3Harris or its subsidiaries), made after the date of the Merger Agreement relating to, in a single transaction or series of related transactions:

A “Superior Proposal” means an unsolicited Alternative Proposal substituting in the definition thereof “fifty percent (50%)” for “twenty percent (20%)” in each place it appears, that the Board determines in good faith, after consultation with the Company’s outside financial and legal advisors, and considering such factors as the Board considers in good faith to be relevant (including the conditionality, timing and likelihood of consummation of such proposal), to be more favorable, from a financial point of view, to the Company’s stockholders than the Transactions (after taking into account any changes thereto committed to by L3Harris under the Merger Agreement).

The Board has recommended that Aerojet Rocketdyne stockholders vote “FOR” the Merger Proposal. The Merger Agreement provides that, subject to the exceptions noted below, the Board may not:

Any action referred to in the clauses above is a “Change of Recommendation.”

Notwithstanding the foregoing limitations, before obtaining the Required Company Stockholder Vote, the Merger Agreement permits the Board to, in response to a bona fide written unsolicited Alternative Proposal received by the Company after the date of the Merger Agreement, make a Change of Recommendation or cause the Company to terminate the Merger Agreement in order to enter into an acquisition agreement providing for such Superior Proposal, subject to the requirements that:

In addition, the Board may also effect a Change of Recommendation (before obtaining the Required Company Stockholder Vote) in response to an Intervening Event if the Board determines in good faith after consultation with its outside legal counsel and financial advisors that the failure to effect a Change of Recommendation would reasonably likely be inconsistent with its fiduciary duties under applicable law except that the Board will not be entitled to make such a Change of Recommendation (i) unless the Company has given L3Harris at least two business days’ written notice (an “Intervening Event Notice”) advising L3Harris of its intention to make such a Change of Recommendation, which Intervening Event Notice will include a description of the applicable Intervening Event, (ii) unless during such two (2) Business Day period, if requested by L3Harris, the Company, its Subsidiaries and their respective Representatives will engage with L3Harris and its Representatives to consider amendments to the terms and conditions of this Agreement in such a manner that would permit the board of directors, consistent with its fiduciary duties, not to make such Change of Recommendation and (iii) unless, at the end of such notice period, after taking into account any proposals irrevocably made by L3Harris in writing to amend the terms of this Agreement during the period following delivery of such Intervening Event Notice, the board of directors determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that such Intervening Event remains in effect and that the failure of the board of directors to make such Change of Recommendation contemplated by clause (i) or (iii) of the definition thereof would reasonably likely continue to be inconsistent with its fiduciary duties under applicable law.

An “Intervening Event” means any event, change, occurrence or development first occurring or arising after the date of the Merger Agreement that is material to the Company and its subsidiaries, taken as a whole, and that (i) is unknown and not reasonably foreseeable to the Board as of the date of the Merger Agreement, the material consequences of which were not known and reasonably foreseeable to the Board as of the date of the Merger Agreement and (ii) does not involve or relate to an Alternative Proposal.

Aerojet Rocketdyne has agreed to take all action required by the NYSE, the SEC and under the DGCL and the Company’s articles of incorporation and bylaws to duly call, give notice of, convene and hold the Special Meeting promptly following the mailing of this proxy statement to consider and vote upon the approval of the Merger Proposal and if so desired and mutually agreed, other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated by such agreement; provided that Aerojet Rocketdyne may not adjourn, recess, postpone or otherwise delay the Special Meeting without L3Harris’s consent. Notwithstanding the foregoing:

Subject to the Board’s right to make a Change of Recommendation, as described in the section of this proxy statement entitled “— Alternative Proposals; Non-Solicitation — Change in the Aerojet Rocketdyne Board Recommendation,” the Aerojet Rocketdyne Board must include its recommendation regarding the Merger Proposal in this proxy statement.

L3Harris has agreed to do all things necessary, proper or advisable to obtain funds sufficient to fund (i) all amounts required to be paid as Merger Consideration in the Merger, (ii) any fees and expenses of or payable by L3Harris or Merger Sub in connection with the consummation of the Transactions, (iii) all amounts in connection with any repayment or refinancing of any outstanding indebtedness of the Company and/or its subsidiaries in connection with the consummation of the transactions contemplated by the Merger Agreement and (iv) all other amounts required to be paid under the Merger Agreement by L3Harris or Merger Sub (such amounts, collectively, the “Financing Amounts”) on or before the closing under the terms of the Merger Agreement.

For twelve (12) months following the Effective Time, L3Harris is required to provide each current and former Aerojet Rocketdyne employee with (i) base compensation and annual cash incentive opportunities that, in each case, are no less favorable than were provided to such employee immediately before the Effective Time and (ii) all other compensation and employee benefits (excluding transaction bonus payments, defined benefit pension, non-qualified deferred compensation and retiree medical coverage, but including annual long-term target equity incentive opportunity) that are substantially similar in the aggregate to those provided to Aerojet Rocketdyne employees immediately before the Effective Time. L3Harris is required to provide to each Aerojet Rocketdyne employee whose employment terminates during the one (1)-year period following the Effective Time severance benefits equal to the severance benefits that would have been provided to such employee under the Aerojet Rocketdyne severance arrangements in effect immediately prior to the Effective Time, and during such one (1)-year period following the Effective Time, severance benefits offered to each Aerojet Rocketdyne employee must be determined without taking into account any reduction after the Effective Time in compensation paid or benefits provided to such employee. Compensation and employee benefits for Aerojet Rocketdyne employees covered by a collective bargaining agreement as of immediately prior to the Effective Time will be provided in accordance with the applicable collective bargaining agreement as in effect from time to time.

For all purposes (including for purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of L3Harris providing benefits to any Aerojet Rocketdyne employees after the Effective Time (the “New Plans”), L3Harris will credit each current and former Aerojet Rocketdyne employee with his or her years of service with Aerojet Rocketdyne and its subsidiaries and their respective predecessors before the Effective Time, to the same extent as such employee was entitled, before the Effective Time, to credit for such service under any similar Aerojet Rocketdyne employee plan in which such employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing will not apply with respect to benefit accrual under any final average pay defined benefit pension plan or to the extent that its application would result in a duplication of benefits. In addition, (i) each current and former Aerojet Rocketdyne employee will be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to an Aerojet Rocketdyne plan in which such employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing health benefits to any Aerojet Rocketdyne employee, L3Harris will waive all preexisting condition exclusions and actively-at-work requirements of such New Plan for such employee and

his or her covered dependents, unless such conditions would not have been waived under the comparable Aerojet Rocketdyne plans in which such employee participated immediately prior to the Effective Time, and L3Harris will cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements.

The Company, L3Harris, and Merger Sub are each required to, and to cause their respective affiliates to, use all reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger and the other Transactions before the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals and expirations or terminations of waiting periods from governmental entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any governmental entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Merger and the other Transactions, including seeking to have any stay, temporary restraining order or injunction entered by any court or other governmental entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions; provided, however, that in no event will the Company or any of its subsidiaries be required (nor, without the prior written consent of L3Harris, will the Company and its subsidiaries be permitted) to pay before the Effective Time any fee, penalty or other consideration (other than customary filing and notification fees with governmental entities and other nominal amounts) to any third party for any consent or approval required for or triggered by the consummation of the Transactions under any contract or agreement or otherwise.

The Company, L3Harris and Merger Sub have agreed to cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions and any other actions pursuant to certain provisions of the Merger Agreement, subject to applicable legal limitations and the instructions of any governmental entity. Subject to applicable law relating to the exchange of information, the Company, on the one hand, and L3Harris and Merger Sub, on the other hand, will permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any governmental entity except that materials may be redacted (x) to remove references concerning the valuation of the businesses of the Company and its subsidiaries, or proposals from third parties with respect thereto, (y) as necessary to comply with contractual agreements and (z) as necessary to address reasonable privilege or confidentiality concerns. The parties, as they deem advisable and necessary, may designate any competitively sensitive material provided to the other under certain provisions of the Merger Agreement as “Antitrust Counsel Only Material,” and such materials and the information contained therein must be given only to outside antitrust counsel of the recipient and may not be disclosed to other representatives of the recipient unless express written permission is obtained in advance from the source of the materials or its legal counsel. Each of the Company, L3Harris and Merger Sub agreed not to participate in any meeting or discussion, either in person, by videoconference, or by telephone, with any governmental entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such governmental entity, gives the other party the opportunity to attend and participate.

Antitrust Matters. The Company and L3Harris have agreed to (i) promptly, but in no event later than fifteen (15) business days after the date of the Merger Agreement, file or cause to be filed any and all required notification and report forms under the HSR Act as to the Merger and the other Transactions, and use all reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) supply or cause to be supplied to any governmental entity as promptly as practicable any additional information or documentary material that may be requested under any law or by such governmental entity and (iii) take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Transactions, including taking all such further action as may be

necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities, or any other governmental entity or person may assert under any law as to the Merger and the other Transactions, and to avoid or eliminate each and every impediment under any law that may be asserted by any governmental entity as to the Merger so as to enable the closing to occur as promptly as practicable (and in any event no later than the End Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license, hold separate or disposition of any and all of the share capital or other equity voting interest, assets (whether tangible or intangible), businesses, divisions, operations, products or product lines of L3Harris or its subsidiaries or affiliates or of the Company or its subsidiaries and (y) otherwise taking or committing to take any actions that after the closing would limit L3Harris’s or its subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action as to, or their ability to retain, one or more of their subsidiaries’ (including the Surviving Corporation’s), assets (whether tangible or intangible), businesses, divisions, operations, products or product lines, in each case as may be required in order to satisfy the conditions to closing or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action that would otherwise have the effect of preventing the closing, delaying the closing in any material respect or delaying the closing beyond the End Date (individually or collectively, a “Remedial Action”).

Notwithstanding the above, neither the Company, L3Harris nor any of their respective subsidiaries will be required to become subject to, or consent or agree to or otherwise take any action as to, any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets (whether tangible or intangible), businesses, divisions, operations, products or product lines of the Company, L3Harris or any of their respective affiliates, unless such requirement, condition, understanding, agreement or order is conditioned upon the occurrence of the closing or is or becomes effective on or after the closing; provided that, notwithstanding anything in the Merger Agreement to the contrary, nothing will require any of L3Harris or any of its affiliates to (A) waive any of the conditions set forth in the Merger Agreement as they apply to L3Harris or Merger Sub or (B) agree or otherwise be required to, take any action, including any Remedial Action that, individually or in the aggregate together with one or more other Remedial Actions, would reasonably be expected to have a material adverse effect on the business, operations or financial condition of L3Harris, the Company, and their respective subsidiaries, taken as a whole and after giving effect to the Merger (it being understood that, for purposes of determining under this clause (B) whether such Remedial Action would reasonably be expected to have such a material adverse effect (aa) L3Harris, the Company and their respective subsidiaries, taken as a whole and after giving effect to the Merger, will be deemed to be the same size as the Company and its subsidiaries, taken as a whole and before giving effect to the Merger, and (bb) any proceeds received, or expected to be received, from effecting any Remedial Action will not be taken into consideration). In no event will the Company propose, negotiate, effect or agree to any Remedial Action without the prior written consent of L3Harris. Except as otherwise permitted under the Merger Agreement, the Company, L3Harris and Merger Sub will not (and will cause their subsidiaries and affiliates not to) make, or agree to make, any acquisition, or knowingly take, or agree to take, any other action outside the ordinary course of business consistent with past practice, in each case, that would be reasonably likely to prevent or materially delay the closing.

L3Harris and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries as provided in their respective articles or certificates of incorporation or bylaws or other organizational documents or in any agreement will survive the Merger and will continue at and after the Effective Time in full force and effect. For a period of six (6) years after the Effective Time, L3Harris and the Surviving Corporation will maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its subsidiaries’ articles or certificates of incorporation and bylaws or similar organizational documents as in effect immediately before the Effective Time or in any indemnification agreements of the Company or its subsidiaries with any of their respective directors, officers or employees as in effect immediately before the Effective Time, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of the Company or any of its subsidiaries; provided, that all rights to indemnification in respect of any action pending or asserted or any claim made within

such period will continue until the final disposition of such action or resolution of such claim, even if beyond such six (6)-year period. From and after the Effective Time, L3Harris will assume, be jointly and severally liable for, and honor, guarantee and stand surety for, and will cause the Surviving Corporation and its subsidiaries to honor their obligations under the Merger Agreement.

In addition, before the Effective Time, Aerojet Rocketdyne will obtain, and prepay the premium for, a six year “tail” insurance policy for claims against the Company’s and its subsidiaries current and former directors and officers arising from facts, acts, events or omissions that occurred on or before the Effective Time. Any such tail policy must have at least the same coverage and amounts and contain terms and conditions that are no less favorable to the covered individuals as the Company’s and its subsidiaries’ existing directors’ and officers’ insurance policy with a claims period of six years from the Effective Time. Notwithstanding the foregoing, in no event will such tail policy have a total premium amount greater than 300% of the annual premium most recently paid by the Company for its existing directors’ and officers’ insurance policy as of the date of the Merger Agreement (such amount, the “Maximum Amount”). If such tail policy is not reasonably available or the premium of such tail policy exceeds the Maximum Amount, the Company will obtain a tail policy with the greatest coverage available for a total premium not exceeding the Maximum Amount. If the Company fails to obtain such tail policy before the Effective Time, L3Harris or the surviving corporation will obtain such a tail policy.

Before the earlier of the Effective Time or termination of the Merger Agreement, the Company will control the defense of any litigation brought by stockholders of the Company against the Company and/or its directors relating to the Merger Agreement, the Merger or the other Transactions (whether directly or on behalf of the Company and its subsidiaries or otherwise); provided, that the Company will reasonably promptly notify L3Harris of any such stockholder action, keep L3Harris reasonably informed as to the status thereof (including by providing copies of all pleadings with respect thereto) and give L3Harris the right to review and comment on all material filings or responses to be made by the Company in connection with any such litigation, and the right to consult on the settlement, release, waiver or compromise of any such litigation, and the Company will in good faith take such comments into account, and no such settlement, release, waiver or compromise of such litigation will be agreed to without L3Harris’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

The Merger Agreement also contains additional covenants, including covenants concerning (i) the control of operations of the Company before the Effective Time, (ii) the filing of this proxy statement, (iii) public announcements as to the Transactions, (iv) the approval of L3Harris as the sole stockholder of Merger Sub, (iv) notices of certain events, (v) other actions related to takeover statutes, delisting, and reporting requirements under Section 16 of the Exchange Act and (vi) treatment of certain indebtedness.

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver at or before the Effective Time of the following conditions (all of the conditions below, collectively, the “Mutual Conditions”):

The respective obligations of L3Harris and Merger Sub to complete the Merger are subject to the satisfaction or waiver by L3Harris and Merger Sub on or before the Effective Time of certain additional conditions, including:

The obligation of the Company to complete the Merger is subject to the satisfaction or waiver by the Company on or before the Effective Time of certain additional conditions, including:

The Merger Agreement may be terminated by either party and the Merger may be abandoned in certain circumstances, including if (i) the Merger is not completed on or before the Termination Date, subject to certain extensions and limitations, (ii) Aerojet Rocketdyne’s stockholders fail to approve the Merger Proposal, (iii) the Legal Restraint Right is applicable and exercised or (iv) the other party breaches its representations, warranties or covenants in the Merger Agreement which causes the failure of a closing condition, subject in certain cases to the right of the breaching party to cure the breach. L3Harris and the Company may also terminate the Merger Agreement by mutual written consent. The Company may also terminate the Merger Agreement before obtaining the Required Company Stockholder Vote in order to enter into an acquisition agreement providing for a Superior Proposal, subject to compliance with the Company’s obligations under the non-solicitation provisions of the Merger Agreement. L3Harris may also terminate the Merger Agreement if the Board has made a Change of Recommendation.

Aerojet Rocketdyne will pay the Company Termination Fee if:

(For purposes of the above, all references in the definition of “Alternative Proposal” to twenty percent (20%) are fifty percent (50%) and the word “inquiry” will be disregarded. In no event will the Company be required to pay a termination fee on more than one occasion.)

L3Harris will pay the Company the Parent Termination Fee if:

In no event will L3Harris be required to pay L3Harris’s termination fee on more than one occasion.

In the event the Merger Agreement is terminated in accordance with the provisions described in the section of this proxy statement entitled “The Merger Agreement — Termination,” the Merger Agreement will become void and have no further force or effect, with no liability to any person on the part of L3Harris, Merger Sub or the Company or their respective subsidiaries, except that no such termination will relieve (i) Aerojet Rocketdyne of any liability to pay the Company Termination Fee or L3Harris to pay the Parent Termination Fee as required under the Merger Agreement or (ii) L3Harris, Merger Sub or the Company of any liability for damages arising out of any willful and material breach; provided that the payment of the Company Termination Fee or the Parent Termination Fee, as applicable, and, if applicable, termination expenses and interest, will be the sole and exclusive remedy of L3Harris against the Company or the Company against L3Harris, as applicable. In addition, certain sections of the Merger Agreement, including, among others, sections relating to the confidentiality obligations of Aerojet Rocketdyne, L3Harris and Merger Sub and expenses will survive termination.

Except as otherwise provided in the Merger Agreement, whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger, the Merger Agreement and the Transactions will be paid by the party incurring the expense, except that all expenses incurred in connection with the printing, filing and mailing of this proxy statement (including applicable SEC filing fees) will be borne by the Company and all filing fees payable to any governmental authority in connection with any filings made to obtain any required regulatory approval will be borne by L3Harris. Except as otherwise provided in the Merger Agreement, all transfer, documentary, sales, use, stamp, registration and other similar taxes imposed on the Company or any of its subsidiaries as to the transfer of shares of Common Stock pursuant to the Merger will be borne by the surviving corporation.

Subject to the provisions of applicable law, at any time before the Effective Time, the Merger Agreement may be amended or waived if the amendment or waiver is in writing and signed by the Company, L3Harris and Merger Sub; provided that, following receipt of the Required Company Stockholder Vote, any amendment or waiver that requires the further approval of the stockholders of the Company under the rules and regulations of the NYSE or other applicable law will not be effective unless and until such further approval is obtained.

The parties agreed that the Merger Agreement will be governed by Delaware law, without giving effect to any conflict of law provision, rule or principles (whether of the State of Delaware or any other jurisdiction). Each party agreed to irrevocably and unconditionally submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware for purposes of any suit, action or other proceeding arising out of the Merger Agreement or the Transactions, provided that if subject matter jurisdiction over such suit, action or other proceeding is vested exclusively in the U.S. federal courts, such suit, action or other proceeding will be heard in the U.S. District Court for the District of Delaware. Each party further irrevocably and unconditionally waived any right such party may have to a trial by jury as to any action, suit or proceeding directly or indirectly arising out of or relating to the Merger Agreement or the Transactions.

The Company, L3Harris and Merger Sub have agreed that irreparable damage would occur in the event that the parties do not perform or otherwise breach the provisions of the Merger Agreement (including failing to take such actions as are required of them in order to consummate the Merger and effect the closing) in accordance with its specified terms. The Company, L3Harris and Merger Sub have acknowledged and agreed that they are entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. Any party seeking an order or injunction to prevent and to enforce specifically the terms and provisions of the Merger Agreement will not be required to provide any bond or other security in connection with any such order or injunction.

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Aerojet Rocketdyne is providing its stockholders with a separate advisory (non-binding) vote to approve the Compensation Proposal, as described in the table in the section of this proxy statement entitled “The Merger — Interests of Aerojet Rocketdyne’s Directors and Executive Officers in the Merger — Quantification of Payments,” including the footnotes to the table and related narrative discussion.

The Board recommends that the stockholders of Aerojet Rocketdyne approve the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to Aerojet Rocketdyne’s named executive officers in connection with the Merger, and the agreements or understandings under which such compensation may be paid or become payable, in each case, as disclosed under Item 402(t) of Regulation S-K in the table in the section of this proxy statement entitled “The Merger — Interests of Aerojet Rocketdyne’s Directors and Executive Officers in the Merger — Quantification of Payments,” including the footnotes to the table and the related narrative discussion, is hereby APPROVED.”

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to adopt the Merger Agreement and vote not to approve the Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on either Aerojet Rocketdyne or L3Harris. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation may be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding, advisory vote of Aerojet Rocketdyne stockholders.

The above resolution approving the Merger-related compensation of Aerojet Rocketdyne’s named executive officers on an advisory (non-binding) basis requires the affirmative vote of a majority of the shares of Common Stock present virtually or represented by proxy at the Special Meeting and that vote thereon.

The Board recommends that the stockholders of Aerojet Rocketdyne vote “FOR” the Compensation Proposal.

The Company’s stockholders are being asked to approve the Adjournment Proposal. If the Adjournment Proposal is approved, the Special Meeting could be adjourned by the Board to any date (subject to certain limitations in the Merger Agreement). Aerojet Rocketdyne may not postpone, recess or adjourn the Special Meeting without L3Harris’s prior written consent. Notwithstanding the foregoing, (i) if Aerojet Rocketdyne reasonably believes that there will be insufficient shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting or to obtain the Required Company Stockholder Vote, Aerojet Rocketdyne may adjourn, recess or postpone the Special Meeting for a reasonable time, in any case, no longer than 10 business days, to solicit additional proxies or (ii) if L3Harris reasonably believes that there will be insufficient shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting or to obtain the Required Company Stockholder Vote, L3Harris may request that Aerojet Rocketdyne adjourn, recess or postpone the Special Meeting for a reasonable time, in any case, no longer than 10 business days, to solicit additional proxies. If the Special Meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time before their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you sign and return a proxy and you indicate that you wish to vote in favor of the Merger Proposal but do not indicate a choice on the Adjournment Proposal, your shares of Common Stock will be voted in favor of the Adjournment Proposal.

The Company does not anticipate calling a vote on this proposal if the Merger Proposal is approved by the requisite number of shares of Common Stock at the Special Meeting.

The vote on the Adjournment Proposal is a vote separate and apart from the vote on Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote not to approve the Adjournment Proposal and vice versa.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of Common Stock present virtually or represented by proxy at the Special Meeting and that vote thereon.

The Board recommends that the stockholders of Aerojet Rocketdyne vote “FOR” the Adjournment Proposal, if a vote on the Adjournment Proposal is called.

The following table sets forth certain information, as of January 23, 2023, regarding the beneficial ownership of 80,909,126 shares of Common Stock as to:

The amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated, each of the beneficial owners has, to our knowledge, sole voting and investment power as to the indicated shares of Common Stock. In addition, except as otherwise indicated, the address of each of the directors and executive officers of the Company is c/o Aerojet Rocketdyne, Inc., 222 N. Pacific Coast Highway, Suite 500, El Segundo, CA 90245. The below beneficial ownership information includes shares of Common Stock issuable upon the exercise of options within 60 days of January 23, 2023. There are no longer any stock options outstanding.

If the Merger is completed, stockholders who have complied exactly with the procedures set forth in Section 262 of the DGCL, including stockholders who: (i) do not vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; (ii) continuously hold their shares of our Common Stock through the Effective Time of the Merger; and (iii) properly demand appraisal of their shares of Common Stock in compliance with the requirements of Section 262 are entitled to exercise appraisal rights in connection with the Merger under Section 262.

The following discussion is not a complete statement of the law pertaining to appraisal rights under Section 262 and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex D and incorporated herein by reference. The following summary does not constitute legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of Common Stock is entitled to demand appraisal rights for the shares registered in such holder’s name. A person having a beneficial interest in shares of Common Stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Common Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, holders of shares of Common Stock who: (i) do not vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; (ii) continuously hold their shares of Common Stock through the Effective Time of the Merger; and (iii) otherwise follow exactly the procedures set forth in Section 262, will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time of the Merger through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days before the meeting, must notify each of its stockholders entitled to exercise appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Aerojet Rocketdyne’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex D. In connection with the Merger, any holder of shares of Common Stock who wishes to exercise appraisal rights or who wishes to preserve such holder’s right to do so should review Annex D carefully.

Failure to comply exactly with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL.

A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Aerojet Rocketdyne believes that if a stockholder considers exercising such rights, such stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of common stock must, among other requirements, do ALL of the following:

The stockholder or the Surviving Corporation must also file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares of Common Stock within 120 days after the Effective Time of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement and the transactions contemplated thereby, abstain or not vote its shares.

Any holder of shares of Common Stock wishing to exercise appraisal rights must deliver to Aerojet Rocketdyne, before the vote on the adoption of the Merger Agreement and the transactions contemplated thereby, at the Special Meeting at which the proposal to adopt the Merger Agreement and the transactions contemplated thereby will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement and the transactions contemplated thereby. A holder of shares of common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made, and must continue to hold the shares of record through the Effective Time of the Merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement and the transactions contemplated thereby and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement and the transactions contemplated thereby or abstain from voting on the adoption of the Merger Agreement and the transactions contemplated thereby. Neither voting against the adoption of the Merger Agreement and the transactions contemplated thereby nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement and the transactions contemplated thereby will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement and the transactions contemplated thereby. A stockholder’s failure to make the written demand before the taking of the vote on the adoption of the Merger Agreement and the transactions contemplated thereby at the Special Meeting will result in a loss of appraisal rights under the DGCL.

Only a holder of record of shares of Common Stock is entitled to demand appraisal rights for the shares registered in such holder’s name. A demand for appraisal in respect of shares of our common stock should be executed by or on behalf of the holder of record and must reasonably inform Aerojet Rocketdyne of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares of common stock in connection with the Merger. If the shares of Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES OF COMMON STOCK IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES OF COMMON STOCK. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES OF COMMON STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal under Section 262 should be delivered to:

Any holder of shares of Common Stock may withdraw his, her or its demand for appraisal and accept the consideration offered under the Merger Agreement by delivering to Aerojet Rocketdyne a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time of the Merger will require written approval of the Surviving Corporation.

No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that such dismissal will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time of the Merger.

If the Merger is completed, within ten days after the Effective Time of the Merger, the Surviving Corporation will notify each holder of shares of common stock who has made a written demand for appraisal under Section 262 and who has not voted in favor of the adoption of the Merger Agreement and the transactions contemplated thereby that the Merger has become effective and the effective date thereof, and include with such notice a copy of Section 262.

Within 120 days after the Effective Time of the Merger, the Surviving Corporation or any holder of shares of Common Stock who has complied with Section 262 and is entitled to exercise appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and holders should not assume that the Surviving Corporation will file a petition or initiate any negotiations as to the fair value of the shares of common stock. Accordingly, any holders of shares of Common Stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of common stock within the time and in the manner prescribed by Section 262. The failure of a holder of shares of common stock to file such a petition within the period specified in Section 262 will nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the Effective Time of the Merger, any holder of shares of Common Stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and the transactions contemplated thereby as to which Aerojet Rocketdyne has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within ten days after receipt of the written request for such a statement or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of Common Stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the

Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to exercise appraisal rights thereunder. The Delaware Court of Chancery may require stockholders demanding appraisal of their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. The Delaware Court of Chancery will dismiss the appraisal proceeding unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of common stock eligible for appraisal or (ii) the value of the consideration provided in the merger for such total number of shares of common stock exceeds $1 million.

After determining the holders of Common Stock entitled to appraisal, the Delaware Court of Chancery will appraise the “fair value” of the shares of Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time of the Merger and the date of payment of the judgment. When the fair value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding, if the Delaware Court of Chancery so determines, to the former Aerojet Rocketdyne stockholders entitled to receive the same (in the case of shares represented by certificates, payment will not be made until such certificates are surrendered to the surviving corporation). At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each former stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter only upon the sum of (i) the difference, if any, between the amount paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (ii) interest theretofore accrued, unless paid at that time.

In determining fair value, and, if applicable, interest, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive under the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Aerojet Rocketdyne believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Aerojet Rocketdyne nor L3Harris anticipates offering more than the Merger Consideration to any stockholder exercising appraisal rights, and each of Aerojet Rocketdyne and L3Harris reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees

or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of his, her or its shares of Common Stock under Section 262 fails to perfect, or loses or successfully withdraws, such holder’s right to appraisal, such stockholder’s shares of Common Stock will be deemed to have been converted at the Effective Time of the Merger into the right to receive the Merger Consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time of the Merger or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262.

From and after the Effective Time of the Merger, no stockholder who has demanded appraisal rights will be entitled to vote such shares of Common Stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Common Stock, if any, payable to stockholders as of a time before the Effective Time of the Merger. If no petition for an appraisal is filed, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time of the Merger or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the court.

Failure to comply exactly with all of the procedures set forth in Section 262 will result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more stockholders who share an address, unless the Company has received contrary instructions from one or more of the stockholders. Each stockholder will receive a separate proxy card. The Company will deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered. Requests for additional copies of the proxy statement should be directed to the Company, in care of the Corporate Secretary, at Aerojet Rocketdyne, Inc., 222 N. Pacific Coast Highway, Suite 500, El Segundo, CA 90245 or calling us at (310) 252-8100. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting the Company at the address and phone number set forth in the prior sentence.

If the Merger is completed in the first half of 2023, the Company does not expect to hold a 2023 annual meeting of stockholders. However, if the Merger is not completed in the first half of 2023, the Company expects to hold a 2023 annual meeting of stockholders.

Any stockholder proposals that are intended to be presented at our annual meeting of stockholders to be held in 2023 must have been received by us within 10 calendar days after the announcement of the date of such annual meeting, at the Office of the Corporate Secretary at our headquarters, 222 N. Pacific Coast Highway, Suite 500, El Segundo, CA 90245, in order to be eligible for inclusion in our proxy materials.

In addition, under the Company’s bylaws, any proposal for consideration at the annual meeting of stockholders to be held in 2023 submitted by a stockholder other than under Rule 14a-8 will be considered timely if it was received by Aerojet Rocketdyne’s Corporate Secretary in writing at the above address on or after [   ], 2023 and on or before [   ], 2023, and is otherwise in compliance with the requirements set forth in the Company’s bylaws.

Aerojet Rocketdyne is subject to the reporting requirements of the Exchange Act. Accordingly, Aerojet Rocketdyne files annual, quarterly and current reports, proxy statements and other information with the SEC. Aerojet Rocketdyne’s SEC filings are available to the public at the Internet website maintained by the SEC at www.sec.gov. Aerojet Rocketdyne also makes available free of charge through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished under Section 13(a) or 15(d) of the Exchange Act, its definitive proxy statements and Section 16 reports on Forms 3, 4 and 5, as soon as reasonably practicable after it electronically files such reports or amendments with, or furnishes them to, the SEC. Aerojet Rocketdyne’s Internet website address is www.rocket.com. The information located on, or hyperlinked or otherwise connected to, Aerojet Rocketdyne’s website is not, and will not be deemed to be, a part of this proxy statement or incorporated into any other filings that we make with the SEC.

The SEC allows us to “incorporate by reference” into this proxy statement documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. Information in documents that is deemed, in accordance with SEC rules, to be furnished and not filed will not be deemed to be incorporated by reference into this proxy statement. We incorporate by reference the documents listed below and any documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement, and before the date of the Special Meeting (provided that we are not incorporating by reference any information furnished to, but not filed with, the SEC):