8-K

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):    October 4, 2013

AARON’S, INC.

(Exact name of Registrant as Specified in Charter)

Georgia	1-13941	58-0687630
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

309 E. Paces Ferry Road, N.E. Atlanta, Georgia	30305-2377
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (404) 231-0011

Not Applicable

(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):

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

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

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

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

ITEM 2.02.RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 4, 2013, Aaron’s, Inc. (the “Company”) issued a press release to announce its preliminary financial results for the third quarter of 2013. A copy of the press release is furnished herewith as Exhibit 99.1.

The press release presents the Company’s preliminary diluted earnings per share excluding a charge for potential exposure in a pending regulatory investigation by the California Attorney General. This measure is not presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

While the regulatory investigation may not be considered as non-recurring in nature in a strictly accounting sense, management regards the circumstances and magnitude of this particular investigation as infrequent, not arising out of the ordinary course of business and as not entirely susceptible to prediction or effective management. For these reasons, management believes that presentation of diluted earnings per share excluding this adjustment is useful because it gives investors supplemental information to evaluate and compare the performance of the Company’s underlying core business from period to period. Non-GAAP financial measures, however, should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP, such as the Company’s GAAP basis preliminary diluted earnings per share, which is also presented in the press release.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective October 7, 2013, the Company amended its Amended and Restated Articles of Incorporation to confirm that shares of Common Stock the Company repurchases from time to time become treasury shares. As permitted by Georgia corporate law, the amendment was adopted by the Board of Directors of the Company without shareholder action. The Articles of Amendment implementing the change are filed herewith as Exhibit 3.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits:

Exhibit No.	Description
3.1	Articles of Amendment to the Amended and Restated Articles of Incorporation of Aaron’s, Inc. effective October 7, 2013 (confirming treatment of repurchased shares of Common Stock as treasury shares).
99.1	Aaron’s, Inc. press release dated October 4, 2013, announcing the Company’s preliminary financial results for the third quarter of 2013 (furnished pursuant to Item 2.02 of Form 8-K).

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.

		AARON’S, INC.
	By:	/s/ Gilbert L. Danielson
Date: October 8, 2013		Gilbert L. Danielson Executive Vice President and Chief Financial Officer

EX-3.1

EXHIBIT 3.1

ARTICLES OF AMENDMENT

OF

AARON’S, INC.

I.

The name of the corporation is:

AARON’S, INC.

II.

The Amended and Restated Articles of Incorporation are amended by inserting the following sentence into the second paragraph of Article V thereof to immediately follow the first sentence of such paragraph:

“Shares so acquired shall become treasury shares of the Corporation.”

III.

At a duly called meeting of the Board of Directors held on October 1, 2013, the Board of Directors duly adopted the foregoing amendment in accordance with the provisions of Section 14-2-631(d) of the Georgia Business Corporation Code. As provided in Section 14-2-631(d), shareholder approval was not required.

IN WITNESS WHEREOF, AARON’S, INC. has caused these Articles of Amendment to the Amended and Restated Articles of Incorporation to be executed by its duly authorized officer this 4th day of October 2013.

AARON’S, INC.

By: /s/ Gilbert L. Danielson

Name:Gilbert L. Danielson

Title:Executive Vice President,

Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Contact: Gilbert L. Danielson

Executive Vice President

Chief Financial Officer

404-231-0011

Aaron’s, Inc.

Reduces Third Quarter

Revenue and Earnings Guidance;

Board Increases Authorization for

Share Repurchases

ATLANTA, October 4, 2013 - Aaron's, Inc. (NYSE: AAN), a leader in the sales and lease ownership and specialty retailing of residential furniture, consumer electronics, home appliances and accessories, today announced it is reducing its 2013 third quarter revenue and earnings guidance, and that the Company’s share repurchase authorization has been increased to 15 million shares.

"Revenue and customer growth for the third quarter were below our expectations," said Ronald W. Allen, Chairman, President and Chief Executive Officer of Aaron's. "Our customers continue to struggle in the current economic environment, and although traffic remains good in most stores, we are having challenges gaining customers. Both same store revenue and customer growth in Company-operated stores were basically flat during the quarter, and shipments of products to our franchisees were less compared to the third quarter a year ago. We initiated several new promotions in the latter half of the third quarter and have additional broader product promotions scheduled for the fourth quarter and beyond, and believe these and similar initiatives along with better execution at the store level will help return us to more historical revenue and customer growth. "

"Although not yet positively reflected in our financial results, we are very encouraged with the progress being made in our HomeSmart weekly business,” Mr. Allen continued. "We continue to believe HomeSmart will be a substantial future growth contributor to the Company and expect to open a significant number of new stores in 2014."

"We are obviously disappointed with the current business trends and associated financial results, but even if economic conditions don’t substantially improve for our customers in the short term, we believe Aaron’s superior business model and large consumer base will result in excellent growth and

returns to shareholders in future periods. As a reflection of this confidence, we plan to resume our share repurchase program, “Mr. Allen concluded.

It is anticipated that third quarter results will include an additional accrual of approximately $13 million related to a pending regulatory investigation by the California Attorney General into Aaron's leasing, marketing and privacy practices. Included in pre-tax earnings for the second quarter of 2013 was a $15 million accrual for loss contingencies for these proceedings. The Company is continuing to cooperate in the investigation, and while the outcome of the investigation is inherently uncertain, the Company believes at the current time that no further accruals will be necessary pertaining to this investigation and anticipates achieving a comprehensive resolution without litigation.

Outlook

Mainly due to the above-mentioned revenue and customer count shortfalls, and the additional anticipated charge for the regulatory proceeding, revenue and earnings guidance is being reduced for the 2013 third quarter. Based upon preliminary results, the Company is reducing its revenue guidance for the quarter from approximately $550 million to $540 million and its GAAP diluted earnings per share guidance to a range of $.25 to $.29 from the previous guidance of $.48 to $.52. GAAP earnings for the 2013 third quarter will include the above-mentioned anticipated additional regulatory investigation accrual.

On a non-GAAP basis, the Company is reducing its third quarter diluted earnings per share guidance to a range of $.37 to $.41 from the previous guidance of $.48 to $.52. Non-GAAP earnings exclude the anticipated additional regulatory investigation accrual.

The Company will update both its GAAP and non-GAAP revenue and earnings guidance for the 2013 fourth quarter and full year when it releases its final results for the third quarter.

Share Repurchase

The Aaron’s Board of Directors have authorized the repurchase of approximately 11 million additional common shares over the existing authorized amount, bringing the total number of Aaron’s common shares currently authorized for repurchase to 15 million. Although the Company has not repurchased any shares in 2013, it currently intends to resume as soon as possible its repurchase activity through open market purchases or an accelerated buyback program, or both. At September 30, 2013, the Company had approximately $300 million of cash on hand and $100 million in investments.

Conference Call

Aaron's will hold a conference call to discuss its quarterly financial results on Friday, October 25, 2013, at 10:00 a.m. Eastern Time. The public is invited to listen to the conference call by webcast accessible through the Company's website, www.aaronsinc.com, in the “Investor Relations” section. The webcast will be archived for playback at that same site. Prior to the conference call, Aaron’s will publish its definitive results for the third quarter of 2013.

Aaron's, Inc., based in Atlanta, currently has more than 2,100Company-operated and franchised stores in 48 states and Canada. The Company's Woodhaven Furniture Industries division manufactured approximately $95 million, at cost, of furniture and bedding at 14 facilities in seven states in 2012. Most of the production of Woodhaven is for shipment to Aaron's stores.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release regarding Aaron's, Inc.'s business that are not historical facts are "forward-looking statements" that involve risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties include factors such as changes in general economic conditions, competition, pricing, litigation and regulatory investigations, customer privacy, information security, customer demand and other issues, and the other risks and uncertainties discussed under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. Statements in this release that are "forward-looking" include without limitation Aaron's preliminary estimates of revenues and earnings for the third quarter of 2013, statements regarding planned share repurchases and statements regarding Aaron’s legal and regulatory accruals for loss contingencies.

Reconciliation of 2013 Third Quarter Projected Guidance for Earnings Per Share

Assuming Dilution to Non-GAAP Earnings Per Share Assuming Dilution

	Low Range		High Range
Projected Earnings Per Share Assuming Dilution	$	.25	$	.29
Add Regulatory Investigation Accrual		.12		.12
Projected Non-GAAP Earnings Per Share Assuming Dilution	$	.37	$	.41