8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 7, 2016

Date of Report (Date of earliest event reported)

AAR CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation)

1-6263	36-2334820
(Commission File Number)	(IRS Employer Identification No.)

One AAR Place, 1100 N. Wood Dale Road

Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

Registrant’s telephone number, including area code: (630) 227-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On September 7, 2016, AAR CORP. (the “Company”) issued a press release announcing certain preliminary unaudited financial information for the fiscal quarter ended August 31, 2016.  A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

Item 7.01Regulation FD Disclosure

The Company’s Vice Chairman and Chief Financial Officer, Timothy J. Romenesko, will present at the Gabelli & Company’s 22nd Annual Aircraft Supplier Conference on September 8, 2016 in New York.

Attached as Exhibit 99.2 are the slides to be used by Mr. Romenesko in his presentation.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1Press Release issued by AAR CORP. dated September 7, 2016.

99.2Conference slides to be presented by AAR CORP. at the Gabelli & Company 22nd Annual Aircraft Supplier Conference on September 8, 2016 in New York.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:September 7, 2016

	AAR CORP.
By:	/s/ TIMOTHY J. ROMENESKO
	Timothy J. Romenesko
	Vice Chairman and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by AAR CORP. dated September 7, 2016.
99.2	Conference slides to be presented by AAR CORP. at the Gabelli & Company 22nd Annual Aircraft Supplier Conference on September 8, 2016 in New York.

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EX-99.1

Exhibit 99.1

For immediate release

AAR REPORTS PRELIMINARY FIRST QUARTER FISCAL YEAR 2017 RESULTS

WOOD DALE, ILLINOIS (September 7, 2016) — AAR CORP. (NYSE: AIR) a global aerospace and defense contractor and leading provider of aviation services to airlines and governments worldwide, announced its preliminary outlook for the first fiscal quarter of 2017 ending August 31, 2016 in advance of its Vice Chairman and Chief Financial Offer, Timothy J. Romenesko, presenting at the Gabelli & Company’s 22nd Annual Aircraft Supplier Conference on September 8, 2016 in New York.

The Company expects mid-single digit sales growth and 20%-25% growth in diluted earnings per share from continuing operations in the quarter compared to prior year period driven by growth in its Aviation Services business and improved results in its Expeditionary Services operations. Aviation Services experienced growth in its Supply Chain business slightly offset by a slight decline in its MRO business. The company also benefited from lower interest expense in the quarter.

More details will be provided in the earnings release and investor call on September 22, 2016.

About AAR

AAR is a global aftermarket solutions company that employs more than 4,500 people in over 20 countries. Based in Wood Dale, Illinois, AAR supports commercial aviation and government customers through two operating segments: Aviation Services and Expeditionary Services. AAR’s Aviation Services include inventory management; parts supply; OEM parts distribution; aircraft maintenance, repair and overhaul; and component repair. AAR’s Expeditionary Services include airlift operations; mobility systems; and command and control centers in support of military and humanitarian missions. Additional information can be found at www.aarcorp.com.

Contact: Jason Secore, Vice President and Treasurer | (630) 227-2075

Jason.secore@aarcorp.com

This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including those factors discussed under Item 1A, entitled “Risk Factors”, included in the Company’s Form 10-K for the fiscal year ended May 31, 2016. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described.  These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control.  The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

AAR CORP. Gabelli 2016 Aircraft Supplier Conference New York City September 8, 2016 Timothy J. Romenesko, Vice Chairman & Chief Financial Officer Jason B. Secore, Vice President & Treasurer AAR Investor Day - October 19, 2016 New York City (RSVP InvestorDay@aarcorp.com)

Forward-Looking Statements 2 This presentation includes certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including those factors discussed under Item 1A, entitled “Risk Factors,” included in the Company’s Form 10-K for the fiscal year ended May 31, 2016. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission.

Key Investment Highlights 3 Commitment to Strong Shareholder Returns Leadership positions in value-added services markets Significant recent organic growth in Aviation Services segment (~85% of sales) Market headwinds in Expeditionary Services segment (~15% of sales) Long-term favorable aftermarket growth trends Diversified, global base of commercial and government customers Fortress balance sheet with substantial available liquidity Focus on cash flow generation and operational efficiencies September 2016 award of INL/A Department of State contract

Company Overview 4

Established Player Serving the Global Aviation Services Market 5 Leading provider of Aviation Services and Expeditionary Services to commercial and defense/govt. markets NYSE: AIR Diversified $1.7B revenue stream Over 60 years as a market leader in aftermarket aviation support Over 5,200 employees in over 20 countries Close-to-the-customer business

Company Overview 6 Supply Chain ~67% of segment Aviation Services (~85% of sales) Airlift Mobility Expeditionary Services (~15% of sales) Fixed- and rotary-wing expeditionary airlift services -Passenger -Cargo -Combi Mission support, logistics resupply and training MRO ~33% of segment Aircraft maintenance and modifications Component repair Landing gear and wheels and brakes repair Engineering services Programs Distribution Trading Pallets, containers, shelter systems, and accessories Support services Special mission projects

Aviation Services Supply Chain 7 Buying, selling, exchanging, and leasing overhauled airframe and engine parts > 1 million parts stocked Aircraft and engine end-of-life solutions Inventory consignments Technical services including inspections and work scoping for repairs Parts Trading Supplier of factory-new aftermarket OEM parts to commercial and defense customers 50+ OEM distributorships 20,000+ line items available Stocking locations around the world Independent – no OEM or Airline affiliation Distribution Comprehensive and innovative contracted solutions for supply chain management Over 1,200 aircraft under long-term Power-by-the-Hour (PBH) support Inventory owned by customer or part of AAR pool Reduce maintenance spend; improve turn times Programs

Aviation Services MRO 8 Oklahoma City Regional & Narrow body 300,000 sf in six hangars Full airframe paint capabilities Miami Narrow & Wide body 226,000 sf in three hangars Full airframe paint capabilities Indianapolis Narrow & Wide body 1.1 Million sf in 10 hangars Full airframe paint capabilities Duluth Regional & Narrow body 80,000 sf open hangar floor space Airframe Maintenance Facilities 850+ Aircraft maintained, repaired or overhauled 5 million Man hours #1 MRO of the Americas Rockford New Facility Under Construction 120,000sf Landing Gear facility >300 Landing Gear Customers 250,000sf Component Services facilities >10,000 High-value serviced components MRO Landing Gear & Component Services Note: AAR announced closure of Hot Springs facility in July 2015.

Expeditionary Services 9 Airlift Mobility Rotary & fixed wing flight operations Austere environments Search & rescue Personnel, cargo, combi, and external cargo capable Day, night, & all-weather operations Shelter systems – transportable by air, land and sea and patented for rapid on- and off-loading ISU containers – customizable shipping and storage of equipment, spare parts, high value cargo Expeditionary systems – mobile power, water purification, maintenance & calibration shops Palletized systems - custom pallets & platforms for short-term storage and quick movement of cargo

INL/A Update On September 1, 2016 AAR’s Airlift Group was awarded the Global Aviation Support Services contract for the Department of State Air Wing (INL/A) Airlift Group will be responsible for operating, maintaining, and provisioning a current fleet of 140 airplanes and helicopters operating around the world. The Department of State’s fleet supports missions related to counternarcotics, counterterrorism, border security, law enforcement, and embassy transportation Operations are currently performed in Central Florida, Colombia, Peru, Pakistan, Afghanistan, and Iraq Potential duration for this contract is eleven years, including a six month phase-in Contract is IDIQ with maximum revenue of $10 Billion No further update to guidance at this time 10

Strong Industry Relationships 11 U.S. DoD U.K. MoD Colombian Air Force U.S. Marshals Service Airlines OEMs Cargo & Leasing Government

Financial Performance 12

Navigated Through Five Major Industry Cycles 13 Arab Oil Embargo Fuel Crisis Conflicts in Iran Economic Downturn Gulf War September 11 Attacks “Great Recession” 11% CAGR Sales ($B) After Each Down Cycle, AAR Has Emerged as a Stronger Company Sale of Telair Cargo Group

FY2016 Highlights 14 Strength in Earnings and Balance Sheet Position Sales of $1.7 billion, up 4.3% from prior year $108.9 million organic growth (8.3%) in Aviation Services $40.6 million decline (14.6%) in Expeditionary Services due to market headwinds Diluted EPS of $1.16 per share from continuing operations SG&A at 10.3% of sales, versus 10.8% in FY2015 Reduced interest expense from $26.2M to $6.1M as average debt outstanding declined Ended the year with strong balance sheet and over $400M in available liquidity Returned $193M to shareholders through dividends and share repurchases since May 2014 >$80M remaining under the Board authorized share repurchase plan

FY2016 Income Statement Highlights Growth and Margin Improvement vs. FY15 15 Prior Year in millions except EPS FY 2016 FY 2015 Sales $1,662.6 $1,594.3 $68.3 Gross Profit $236.9 $159.3 $77.6 % Margin 14.2% 10.0% 4.3% SG&A $170.8 $171.4 $0.6 % Margin 10.3% 10.8% 0.5% Operating Income $65.8 ($11.9) $77.7 % Margin 4.0% -0.7% 4.7% Net Interest Expense $6.1 $26.2 $20.1 Income Tax $18.8 ($28.5) ($47.3) Income from Continuing Ops. $40.5 ($54.5) $95.0 Avg. Dil Shares 34.6 39.4 4.8 Diluted EPS - Continuing Ops $1.16 ($1.40) $2.56 Total Net Income $47.7 $10.2 $37.5 Total EPS - Diluted $1.37 $0.24 $1.13 Variance Better / (Worse)

FY2016 Segment Financial Summary 16 Aviation Services (~85% of sales) Expeditionary Services (~15% of sales) 7.6% Annual Growth 29.4% Annual Decline ($000) 2014 2015 2016 Gross Profit 173 144 230 Total Assets 931 919 945 D&A 26 29 26 Sales ($000) 2014 2015 2016 116 16 7 424 388 367 37 25 24 Strong Growth In Aviation Services Offset by Decline in Expeditionary Services

4Q FY2016 Leverage & Liquidity Levels 17 $ in million ($ in million) Q2’14 Q3’14 Q4’14 Q1’15 Q2’15 Q3’15 Q4’15 Q1’16 Q2’16 Q3’16 Q4’16 Total Debt 680.8 714.4 634.0 627.1 635.3 643.3 154.0 179.5 170.3 195.7 150.1 Cash 98.5 114.7 89.2 81.8 92.6 67.0 54.7 28.7 62.8 50.4 31.2 Available Cash 463.9 439.9 424.5 417.0 387.4 346.5 491.4 414.0 447.9 405.5 413.3 Total Debt / LTM EBITDA 2.8x 3.0x 2.7x 3.3x 2.7x 3.2x.* 1.3x 1.6x 1.7x 1.9x 1.2x Net Debt / LTM EBITDA 2.4x 2.5x 2.3x 2.9x 2.3x 2.9x* 0.8x 1.4x 1.1x 1.4x 1.0x * Credit metrics temporarily higher due to pending High Yield Notes redemption. Net Debt Evolution Strong Delevering Trend $145 $119 $20

Fiscal Year 2017 Guidance 18 Consolidated sales of $1.7 billion to $1.8 billion Diluted earnings per share from continuing operations of $1.30 to $1.40 Midpoint represents 16.4% growth from FY16 diluted EPS from continuing operations of $1.16

Key Investment Highlights 19 Commitment to Strong Shareholder Returns Leadership positions in value-added services markets Significant recent organic growth in Aviation Services segment (~85% of sales) Market headwinds in Expeditionary Services segment (~15% of sales) Long-term favorable aftermarket growth trends Diversified, global base of commercial and government customers Fortress balance sheet with substantial available liquidity Focus on cash flow generation and operational efficiencies September 2016 award of INL/A Department of State contract

Mission 20