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

February 4, 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 7.01Regulation FD Disclosure

AAR CORP.’s Vice President, Chief Financial Officer and Treasurer, Michael J. Sharp, presented at the Cowen and Company 37th Annual Aerospace/Defense & Transportation Conference on Thursday, February 4, 2016 in New York City.

Attached as Exhibit 99.1 are the slides used by Mr. Sharp in his presentation.

The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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

99.1Conference slides presented by AAR CORP. at the Cowen and Company 37th Annual Aerospace/Defense & Transportation Conference.

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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:February 4, 2016

	AAR CORP.
By:	/s/ MICHAEL J. SHARP
	Michael J. Sharp
	Vice President, Chief Financial Officer and
	Treasurer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Conference slides presented by AAR CORP. at the Cowen and Company 37th Annual Aerospace/Defense & Transportation Conference on February 4, 2016.

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EX-99.1

Exhibit 99.1

AAR CORP. Cowen and Company 37th Annual Aerospace/Defense & Transportation Conference February 4, 2016

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, 2015. 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.

Company Overview 3

Established Player Serving the Global Aviation Services Market 4 Leading provider of: Aviation Services Expeditionary Services to commercial and defense / govt. markets NYSE: AIR $1.7B revenue Over 60 years as a market leader in aviation support Over 4,500 employees in over 20 countries Customer-centric business model

5 Path to “New” AAR Recent Corporate Developments Sold Telair Cargo Group – Telair Europe, Nordisk and U.S. Cargo loading manufacturing units Transaction value = $733 million Net Proceeds greater than $600 million (after cash taxes and expenses) Pre-tax gain of approximately $225 million Discontinued Operations of Precision Systems Manufacturing Recorded impairment charges of $55 million in FY2015 Sale process ongoing and expected to be finalized in FY2016 Recapitalization Redeemed $325 million 7.25% High Yield Notes $45.6 million make-whole premium $23.6 million in annual interest cost savings Refinanced revolving credit facility Improved credit ratings S&P upgraded AAR Corp. to BB+, with stable outlook Received Board authorization for $250 million share repurchase Completed Dutch Tender in May 2015 for $133.5 million Reduction of approximately 20% of corporate costs Executing Portfolio Optimization & Recapitalization

6 Path to “New” AAR Rationale for Transactions Repositions AAR as an industry-leading aviation services company: Streamlined operations Renewed focus on higher-margin activities Delivering best-in-class services to customers Value for AAR’s shareholders: Unlocked significant capital to pay down high-cost debt and repurchase shares Positions the Company to invest in long-term growth in its core services business Simpler and More Focused Company

Company Overview 7 Aftermarket Parts Supply Aviation Services ~$1.4B Airlift Mobility Expeditionary Services ~$0.3B Supply chain programs Distribution Trading Repair management Fixed- and rotary-wing expeditionary airlift services -Passenger -Cargo -Combi Mission support, logistics resupply and training Pallets, containers, shelter systems and accessories Support services and special mission projects Commercial and government end-markets Government end-markets MRO Aircraft maintenance and modifications Component repair Landing gear and wheels and brakes repair Engineering services

Aviation Services Aftermarket Parts Supply 8 Power by the hour / Rotable 1,000+ aircraft supported from 50 locations Over 250,000 ROs / year Expendable 200,000+ annual shipments 155,000 part numbers supported Over 900 customers worldwide Sales of OEM new parts to: Commercial aviation Defense aviation 50+ OEM distributorships 20,000+ line items available ~$70M inventory on hand Supply Chain Programs > 1 million parts stocked (airframe and engine) Offices and stocking locations in 12 countries Sales, exchanges, leases, consignments >$300M inventory on hand Parts Trading Objective to lower repair costs and shorten repair cycle Primary services: Repair and warranty management Supplier and contract management Strategic sourcing Manage $750M of spend for 4,000+ aircraft

Aviation Services MRO 9 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 Lake Charles Narrow and Wide body Capable of handling aircraft as large as A380 520,000 sf facility in six hangars Airframe Maintenance Facilities 1,082 aircraft maintained, repaired or overhauled 5 million Man hours #1 MRO of the Americas Rockford 6th 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 10 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

Serving Niche and Growing Aviation Markets 11 Global MRO Market ~$61 ~$90 $B Parts Distribution & Surplus Parts Market ~$12 ~$17 $B ~68% ~67% * B & GA = Business and General Aviation Source: ICF International ~20% ~21% Denotes AAR market presence ~23% ~22% Continued MRO outsourcing OEM push into certain MRO markets Overseas wide-body aircraft maintenance Macro Trend AAR Impact/ Response AAR growth -- Margin pressure Opening of Lake Charles low-cost facility Single-digit growth Deferred aircraft retirement in response to lower oil prices Next-generation aircraft AAR taking market share Pipeline of opportunities Plans to build capabilities 2013 2023 Modifications Heavy Airframe Line Components Engine 2013 2021 B&GA* Surplus B&GA* Distribution Military Surplus Military Distribution Air Transport Surplus

Strong Customer Relationships 12 NATO U.S. DoD U.K. MoD Colombian Air Force U.S. Marshals Service Airlines OEMs Cargo & Leasing Government

Financial Performance 13

Navigated Through Five Major Industry Cycles 14 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 - 0.5 1.0 1.5 2.0 2.5 1970 1971 1972 1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

2Q FY2016 Highlights Sales of $423.8 million, up 5.1% from prior year $33.7 million growth (10.3%) in Aviation Services $13.2 million decline (17.1%) in Expeditionary Services Diluted EPS of $0.30 per share from continuing operations Gross profit % decline from 16.7% to 14.1% year-over-year due primarily to lower sales in Expeditionary Services SG&A at 10.0% of sales, versus 10.4% in Q1 Further improvement will come from increasing sales Generated $47.7 million in operating cash flow Reduced net debt by $43.4 million in the quarter

2Q FY2016 Income Statement Highlights Significant Top-Line Growth Prior Year Prior Quarter in millions except EPS 2Q 16 2Q 15 1Q 16 PY PQ Sales $423.8 $403.3 $377.8 $20.5 $46.0 Gross Profit $59.9 $67.2 $54.5 ($7.3) $5.4 % Margin 14.1% 16.7% 14.4% (2.5%) (0.3%) SG&A $42.5 $40.1 $39.4 ($2.4) ($3.1) % Margin 10.0% 9.9% 10.4% (0.1%) 0.4% Operating Income $17.3 $27.7 $14.8 ($10.4) $2.5 % Margin 4.1% 6.9% 3.9% (2.8%) 0.2% Net Interest Expense $1.5 $6.5 $1.9 $5.0 $0.4 Income Tax $5.3 $7.3 $4.4 $2.0 ($0.9) Income from Continuing Ops. $10.4 $13.9 $8.2 ($3.5) $2.2 Avg. Dil Shares 34.6 39.1 35.1 4.5 0.5 Diluted EPS - Continuing Ops $0.30 $0.35 $0.23 ($0.05) $0.07 Total Net Income $8.0 $15.2 $22.9 ($7.2) ($14.90) Total EPS - Diluted $0.23 $0.38 $0.65 ($0.15) ($0.42) Variance Better / (Worse)

2Q FY2016 Leverage & Liquidity Levels $ in million ($ in million) Q4’13 Q1’14 Q2’14 Q3’14 Q4’14 Q1’15 Q2’15 Q3’15 Q4’15 Q1’16 Q2’16 Total Debt 708.6 702.2 680.8 714.4 634.0 627.1 635.3 643.3 154.0 179.5 170.3 Cash 75.3 90.9 98.5 114.7 89.2 81.8 92.6 67.0 54.7 28.7 62.8 Available Cash 417.5 435.9 463.9 439.9 424.5 417.0 387.4 346.5 491.4 414.0 447.9 Total Debt / LTM EBITDA 2.9x 2.9x 2.8x 3.0x 2.7x 3.3x 2.7x 3.2x.* 1.3x 1.6x 1.4x ** Net Debt / LTM EBITDA 2.6x 2.5x 2.4x 2.5x 2.3x 2.9x 2.3x 2.9x* 0.8x 1.4x 0.9x ** * Credit metrics temporarily higher due to pending High Yield Notes redemption. ** Based on annualized last 6 months of EBITDA Net Debt Evolution Strong Delevering Trend $151 $108 $435 $634 $611 $582 $600 $545 $545 $543 $576 $98 $151 May.2013 Aug.2013 Nov.2013 Feb.2014 May.2014 Aug.2014 Nov.2014 Feb.2015 May.2015 Aug.2015 Nov.2015

2Q FY2016 Debt Composition Maturity Tower $ in million ($ in million) 2016 2017 2018 2019 2020 2021 2022 Revolver 105 as of 11/30/15 DBJ 10.0 Convert 2.25% 25.3 * IRB 25.0 * $25.3 million remaining balance of converts will be retired on March 1, 2016, with available cash and liquidity Modest Debt Retirement Profile $500 $25 $10 $25 $105 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022

Key Investment Highlights 19 Commitment to Strong Shareholder Returns Sharper focus on services businesses following recent transformation Long-term aftermarket growth Strong and deep relationships with key industry players Time-proven, value-added service provider Strong balance sheet with substantial available liquidity

OUR Mission To be the best at designing and delivering technical, operational and financial solutions to enhance the efficiency and competitiveness of our commercial aviation and government customers. DOING IT RIGHT