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

Date of Report (Date of earliest event reported): September 13, 2018

Aerojet Rocketdyne Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware	1-01520	34-0244000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
222 N. Pacific Coast Highway, Suite 500, El Segundo, California		90245
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 252-8100

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

As previously disclosed by Aerojet Rocketdyne Holdings, Inc. (the “Company”) in a press release issued September 5, 2018, the Company’s Chief Executive Officer and President, Eileen Drake, is presenting at the G.research 24th Annual Aerospace & Defense Conference (the “Conference”) starting at 9 a.m. EDT on September 13, 2018. A live webcast of the presentation is accessible through the Company’s website at http://ir.aerojetrocketdyne.com/events-and-presentations and will be archived for a period of 90 days. The Company’s conference presentation slides are hereby furnished as Exhibit 99.1 to, and incorporated by reference into Item 7.01 of, this Current Report.

The information set forth in this Item 7.01 and attached as Exhibit 99.1 to this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and it shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

As disclosed in Exhibit 99.1, the conference presentation slides contain forward-looking statements within the meaning of the federal securities laws. These statements reflect the present expectations of the Company’s management, and are subject to the limitations listed therein and in the Company’s other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements. The Company undertakes no duty or obligation to publicly update or revise the information contained in such slides.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit    No.	Exhibits
99.1	Conference Presentation Slides.

SIGNATURES

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.

September 13, 2018	AEROJET ROCKETDYNE HOLDINGS, INC.
	By:	/s/ Arjun L. Kampani
		Name:  Arjun L. Kampani
		Title:   Vice President, General Counsel and      Secretary

EX-99.1

24th Annual Aerospace and Defense Conference G.research September 13, 2018 R067 G131 B187 R204 G082 B079 R140 G102 B165 R000 G169 B193 R244 G149 B052 R217 G217 B217 R255 G255 B255 R143 G184 B081 R000 G000 B000 Exhibit 99.1

Certain information contained in this presentation should be considered “forward-looking statements” as defined by Section 21E of the Private Securities Litigation Reform Act of 1995. All statements in this presentation other than historical information may be deemed forward-looking statements. These statements present (without limitation) the expectations, beliefs, plans and objectives of management and future financial performance and assumptions underlying, or judgments concerning, the matters discussed in the statements. The words “believe,” “estimate,” “anticipate,” “future,” “goal,” “could,” “will,” “continue,” “can,” “potential,” “should,” “project,” and “expect,” and similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve certain risks, estimates, assumptions and uncertainties, including with respect to future sales and activity levels, cash flows, contract performance, future reductions or changes in U.S. government spending, achieving anticipated costs savings and other benefits of the Company’s Competitive Improvement Program, failure to secure contracts, the outcome of litigation and contingencies, environmental remediation and anticipated costs of capital. A variety of factors could cause actual results or outcomes to differ materially from those expected and expressed in our forward-looking statements. Important risk factors that could cause actual results or outcomes to differ from those expressed in the forward-looking statements are described in the section “Risk Factors” in Item 1A of our Annual Report to the Securities Exchange Commission on Form 10-K for the fiscal year ended December 31, 2017 and on our Quarterly Report on Form 10Q for the period ended June 30, 2018. Additional risk factors may be described from time to time in our future filings with the Securities and Exchange Commission. Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise. Financial data presented is derived from audited financial statements and/or unaudited quarterly reports on Form 10-Q. This presentation also contains non-GAAP financial measures. A reconciliation of these financial measures to the nearest GAAP measure is included in this presentation. Any financial numbers provided that are not historical do not represent guidance or projections. Such figures are merely aspirational in nature and should not be relied upon. Forward Looking Statements and Non-GAAP Measures

NYSE: AJRD LTM 6/30/18 revenue: $2.0B Diversified portfolio of programs and markets served Strongly aligned with customers’ priorities Significant real estate holdings At a Glance Tactical Systems Advanced Programs Space and Launch Systems Missile Defense and Strategic Systems In-space Propulsion Technology-based manufacturing company providing innovative solutions to aerospace and defense customers

Largest domestic portfolio of space propulsion and power systems NASA’s new Space Launch System and Orion programs will restore U.S. deep space exploration Key upper-stage wins on the Vulcan and OmegA next generation launch vehicles Supporting re-establishment of U.S. human space and military space capabilities Strong Space Portfolio Space Launch System In-Space Propulsion RL10 Commercial Space

Liquid, solid, air-breathing propulsion systems and components for strategic, tactical and precision missile strikes, missile defense systems, maneuvering propulsion systems, precision warfighting systems Geopolitical instability; medium and long-range missiles proliferating; threats to U.S. and allied freedom Strong, well-funded portfolio of programs with strategically important next generation programs in development and on the horizon Standard Missile Tomahawk THAAD Patriot Our products play a major role in providing national and global security Strong Defense Portfolio

First Half 2018 Sales and Profit Growth Q2 Sales of $467M up 2% Net Sales YTD June Note: In 2016, the company changed its fiscal year end to December 31. Net sales for the first half of 2015 are December 1 through May 31. Effective 1/1/2018, the Company adopted the FASB’s amended revenue recognition standards (ASC 606) using the modified retrospective approach. Revenue from 2015 to 2017 recognized on an ASC 605 basis; revenue 2018 forward recognized on an ASC 606 basis. * Includes $42 million for land sale. ($ in millions) * +11% Adjusted EBITDAP(1) YTD June Margin excluding land sale (1) Non-GAAP Measure. See reconciliation in appendix. Adj EBITDAP as a % of Net Sales

Strong Macro Fundamentals U.S. Defense Appropriations ($ in billions) Robust 2018 and 2019 funding for important, legacy AJRD programs Potential boost from foreign military sales DoD is prioritizing next generation programs core to AJRD Reinstatement of the Space Council Strong Administration support for NASA Strong funding for key programs solidifies multi-year outlook Note: 2015-2018 source: Joint Explanatory Statement accompanying the Department of Defense Appropriations Act. 2019 source: House Report 115-769 accompanying HR 6157, Department of Defense Appropriations Act and Senate Report 115-290 accompanying S 3159, Department of Defense Appropriations Act

Strong backlog in a diverse set of products Advanced technology base, aligned with our nation’s critical needs Proven manufacturing capability and expertise Driving continuous improvement and operational excellence Competitive Positioning THAAD Well-positioned for next generation franchise programs RS-25 Hypersonics/Supersonics Phantom Express GBSD RS 25 THAAD

Significant Operational Improvements to Drive New and Existing Programs Strong Macro Fundamentals Diversified, Well-Balanced Portfolio to Compete Effectively in Today’s Market Solid Industry Foundation and Technical Leadership Focused on Revenue and Profitability Growth to Enhance Shareholder Value Investing in Today’s Aerojet Rocketdyne

APPENDIX

Reconciliation of Non-GAAP Measures Adjusted EBITDAP is used to measure our operating performance. We believe that to effectively compare our core operating performance from period to period, the metric should exclude items relating to retirement benefits (net of amounts that are recoverable under our U.S. government contracts), significant non-cash expenses, the impacts of financing decisions on earnings, and items incurred outside the ordinary, on-going and customary course of our operations. ($ in millions)