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 6, 2012

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 5, 2012, AAR CORP. (the “Company”) issued a press release announcing the preliminary first quarter results for the quarter ending August 31, 2012.  A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities 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 Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

Item 7.01Regulation FD Disclosure.

The Company announced on September 4, 2012 that the Company’s Chairman and Chief Executive Officer, David P. Storch, will present at the Gabelli Aerospace Investment Conference on Thursday, September 6, 2012.  The presentation will take place at the New York Grand Hyatt in New York City at 3:30 p.m. (ET).

Attached as Exhibit 99.2 are the slides that will be used by David P. Storch at the conference.  As reflected on the conference slides, the Company has provided preliminary first quarter results for the quarter ending August 31, 2012 as follows:  expected sales of $540 million to $550 million and expected diluted earnings per share of $0.42 to $0.45.

The information in this Form 8-K, including Exhibits 99.1 and 99.2 , is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities 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 5, 2012  announcing preliminary first quarter financial results for the quarter ending August 31, 2012.

99.2Conference slides presented by AAR CORP. at the Gabelli Aerospace Investment Conference on September 6, 2012.

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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 6, 2012
		AAR CORP.
	By:	/s/ RICHARD J. POULTON
		Richard J. Poulton
		Vice President-Chief Financial Officer &
		Treasurer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by AAR CORP. dated September 5, 2012 announcing preliminary first quarter financial results for the quarter ending August 31, 2012.
99.2	Conference slides presented by AAR CORP. at the Gabelli Aerospace Investment Conference on September 6, 2012.

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EX-99.1

Exhibit 99.1

NEWS

For immediate release

AAR Provides Preliminary Fiscal 2013 First Quarter Results in Advance of CEO Presentation at Gabelli Aerospace Investment Conference on September 6th, 2012

WOOD DALE, IL, September 5, 2012 — AAR CORP. (NYSE: AIR) announced today preliminary first quarter results for the quarter ending August 31, 2012.

Consolidated sales for the first quarter ended August 31, 2012 are expected to be between $540 million to $550 million and diluted earnings per share are expected to be between $0.42 and $0.45.  For the first quarter of last fiscal year, the Company reported sales of $485.5 million and diluted earnings per share of $0.41. Last year’s first quarter sales included $33.3 million from the sale of two aircraft from the Company’s aircraft portfolio. There were no aircraft sales in the first quarter of the current fiscal year.

Excluding the impact of the aircraft sales in the prior fiscal year, sales to commercial customers are anticipated to increase by approximately 40%, which includes approximately 13% organic growth. The balance of the commercial sales growth is expected to come from Telair and Nordisk, which were acquired in December 2011.

Sales to government and defense customers are expected to be essentially unchanged from the first quarter of last year.

For the first quarter, sales to commercial customers are expected to comprise 58% of consolidated sales, and sales to government and defense customers are expected to comprise 42% of consolidated sales.

“I am pleased with first quarter results in our aviation services business. We continued to achieve market share gains in our commercial services businesses while delivering financial and operational improvements in our defense services businesses,” said David P. Storch, Chairman and Chief Executive Officer of AAR CORP. “Further, our integration efforts at Telair and Nordisk continue to go well, and the contributions of these businesses to first quarter results were in line with our expectations.”

AAR CORP. will release final first quarter results after the market closes on September 19, 2012.

About AAR

AAR is a leading provider of value added products and services to the worldwide aerospace and government and defense industries. With facilities and sales locations around the world, AAR uses its close-to-the-customer business model to serve aviation and government and defense customers

1100 N. Wood Dale Road · Wood Dale, Illinois 60191 USA · 1-630-227-2000 Fax 1-630-227-2101

through four operating segments: Aviation Supply Chain; Maintenance, Repair and Overhaul; Structures and Systems; and Government and Defense Services. More information can be found at www.aarcorp.com.

AAR was recently voted the Best Aircraft Maintenance, Repair and Overhaul (MRO) Provider in the Americas, ranked the No. 5 MRO in the world and named Aircraft Parts Supplier of the Year in independent surveys of airline executives and industry professionals.

Contact: Rick Poulton, Chief Financial Officer, AAR CORP. (630) 227-2075 | rick.poulton@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, 2012. 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. Investor Presentation GABELLI CONFERENCE September 6, 2012

Forward-Looking Statements 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, 2012.  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.

AAR CORP. Company Overview & Strategy Financial Performance Segment Review

Company Overview & Strategy

Diversified $2B+ revenue stream 60 years as a market leader in aviation support 6,300 employees at more than 60 locations worldwide History of safety, compliance, consistent profitability and financial strength Leading provider of aviation services  and technology products to commercial and  defense markets Market Leader Serving Aviation & Aerospace

Aviation Services Technology Products Competitive Advantage Innovative products Design & certification capabilities Fully integrated with OEM Recognized centers of excellence Value added assemblies Customer Benefits Full service provider Lower cost solutions Fewer people Less capital Avoiding obsolescence Faster service High-quality results Competitive Advantage Experience Scale of network 1 MRO network Skilled labor Deep engineering strength Breadth of products Government licenses Proprietary Systems $2.1B* AAR value proposition Providing High Value Aviation Services and Technology Products... Customer Benefits Strong tier 1 and tier 2 partner Life cycle cost reduction Supports commercial aircraft ramp up Low cost * Last nine months annualized through August 31, 2012 (reflects post acquisitions) 71% 29%

Commercial 45% of total sales Defense 26% of total sales Commercial 13% of total sales Defense 16% of total sales Aviation Services Technology Products Balance between commercial and defense Commercial 58% of total sales Defense 42% of total sales AAR CORP. ...To Commercial and Defense Markets Last nine months annualized through August 31, 2012 (reflects post acquisitions) 71% 29%

Aviation Services Technology Products Commercial 45% Defense 26% Commercial 13% Defense 16% Machining Cargo MRO Supply Chain Strong portfolio of aerospace & defense businesses provides balance, strength and consistency through the cycles Mobility Airlift Last nine months annualized through August 31, 2012 (reflects acquisitions) Building a Well Balanced and Diversified Portfolio

Defense Commercial +20% (+13% organic *) Align with customers as they seek to do more without more Q1 FY13 Revenue estimate $540 to $550 Million EPS estimate $0.42 to $0.45 Growth opportunities in both Commercial and Defense markets Commercial/Defense split moving towards 60/40 from 50/50. Continued recovery in commercial markets and integration of FY12 acquisitions Well positioned in government/defense services market * * Q1 FY13 estimate vs. Q1 FY12. FY12 revenue includes $33M of aircraft sales and FY13 revenue includes approximately $70M from companies acquired in October/December 2012. Current FY 13 Operating Environment flat *

Well Positioned with leading international passenger and cargo airlines Strong Value Proposition as outsourcing services saves airlines money Market Share Gains Outsourcing trend set to continue (e.g., American Airlines) Worldwide third party MRO CAGR of 4% through 2021 Increasing demand for integrated support services Airlines investing in customer experience = engineering opportunities Airlines investing in fleet = strong commercial OE build cycle Increasing importance of commercial markets Commercial +20% Source: Team SAI and Ascend AAR in Commercial

Defense customers utilize AAR for cost savings Well Positioned around more stable funding areas Strong Value Proposition  via lowering cost and doing more without more Stability Defense flat Cost reductions and efficiency gains a central strategy in future budgets Operations and Maintenance budgets expected to hold up relatively well DoD’s Aging fleet AAR in Defense

Rick Poulton Chief Financial Officer and Treasurer 6 years with AAR 21 years in Industry An accomplished and experienced leadership team dedicated to delivering shareholder value Terry Stinson Group Vice President, Structures & Systems 5 years with AAR 40 years in Industry John Holmes Group Vice President, Aviation Supply Chain 11 years with AAR 11 years in Industry Randy Martinez Group Vice President, Government & Defense Services 3 years with AAR 30 years in Industry Dany Kleiman Group Vice President, Maintenance, Repair & Overhaul 3 years with AAR 20+ years in Industry Tim Romenesko President and Chief Operating Officer 31 years with AAR 31 years in Industry David Storch Chairman and Chief Executive Officer 33 years with AAR 33 years in Industry Deep Management Team to Execute Strategy Aviation Services Technology Products

Deliver Superior Returns for Shareholders Enter attractive markets Increase value-add to customers Improve operating margins Aviation Services / Technology Products Move to bolster Commercial Business U.S. / International Provide operating flexibility Cash flow positive in each segment Build scale across businesses Leverage core capabilities Increase engineering / value-added content Align with key OEMs Transition to a Tier I supplier Provide complete end-to-end solutions 4. Maintain a Strong Balance Sheet 2. Deepen Relationships with Customers 3. Improve Operating Margins 1. Improve Portfolio Balance Key Strategic Principles

Financial Performance

$1.4B $1.4B $1.4B $1.8B $2.1B $0 $0.5 $1.0 $1.5 $2.0 $2.5B Diverse capabilities + unique value propositions = steady growth $1.1B Defense Commercial AAR Today: A Diversified $2B Business $3.75 $3.00 $2.25 $1.50 $0.75 $0.00 EPS Revenue $2.1B - $2.2B $1.55 - $1.65 Guidance $93M EBITDA* *EBITDA is defined in the Appendix $180M $205M $174M $180M $224M $273-280M FY2007 FY2008 FY2009 FY2010 FY2011 FY 2012 FY 2013

Arab Oil Embargo Fuel Crisis Conflicts in Iran Economic Downturn Gulf War September 11 Attacks “Great  Recession” Sales ($B) After each down cycle AAR has emerged a stronger and  more diverse company 2012 Navigated Through 5 Major Industry Cycles 2013E

Generated over $356 million in operating cash flow during the past three fiscal years Cash was deployed back into the business over the last two years Significantly lower Capital Expense plan of $55 million in FY13  Net capital expenditures of $10M (estimate) in Q1  FY 13 Cash flow: First quarter Cash flow from operations: $30 – 40M Made final payment to Teleflex (Telair/Nordisk acquisitions):  $16M Share repurchase:  $6.1M (475,000 shares) Dividend payments:  $3M Net debt: $0 to down $5M Cash flow objectives for the balance of the fiscal year De-lever Return to shareholders in the form of: Dividends Share repurchases (from time-to-time) Intense focus on operating cash flows Generating Cash Flow From Operations

Innovation + execution = growth Leading provider of aviation services and technology products A well balanced portfolio with a consistent value proposition across our markets Well positioned to capitalize on opportunities in commercial and defense markets Summary

Appendix

Non-GAAP Disclosure Reconciliation Pursuant to SEC Regulation G, the Company has included the following reconciliation of operating income reported on the basis of Generally Accepted Accounting Principles (“GAAP”) to EBITDA on a non-GAAP basis.  The Company believes the non-GAAP EBITDA and ratios using EBITDA are used by banks, debt holders and investors as important measures of the Company’s performance and ability to service debt obligations. ($ millions) FY2007 FY2008 FY2009 FY2010 FY2011 FY 2012 FY 2013 Guidance range Operating Income 57,317 134,518 102,892 90,332 133,628 130,702 142,000 149,000 Depreciation & Amortization 32,199 39,613 40,094 38,930 59,296 80,333 119,000 119,000 Amortization of Restricted 3,658 6,408 6,216 9,335 12,308 12,546 12,000 12,000 Stock Awards and Options Impairment Charge - - 31,133 - - - - - Airlift ProForma Additions - - - 35,417 - - EBITDA $93,174 $180,539 $180,335 $174,014 $205,232 $223,581 $273,000 $280,000