AIR AAR Corp

 

 

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 4, 2024

 

AAR CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		1-6263		36-2334820
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois		60191
(Address of principal executive offices)		(Zip Code)

 

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

 

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:

 

¨

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $1.00 par value		AIR		New York Stock Exchange
				Chicago Stock Exchange

 

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.

 

On September 4, 2024, AAR CORP. (the “Company”) posted an investor presentation on its website in connection with and in advance of the Company’s participation in the 30th Annual Gabelli Aerospace & Defense Symposium at the Harvard Club in New York City on September 5, 2024. Sean Gillen, Senior Vice President and Chief Financial Officer of the Company, will represent the Company at the event and is scheduled to speak at 12:15 p.m. ET. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A webcast of the event is available by registering at https://gabelli.com/conferences/aerospace.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1, 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 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 9.01. Financial Statements and Exhibits.

 

(d)                     Exhibits

 

Exhibit No.		Description
99.1		AAR CORP. Investor Presentation
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

 

 

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.

 

Date: September 4, 2024

 

	AAR CORP.
	By:	/s/ Jessica A. Garascia
		Jessica A. Garascia
		Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

 

 

 

Exhibit 99.1

 

© 2024 AAR CORP. All rights reserved worldwide. 1 Investor Presentation September 5, 2024

© 2024 AAR CORP. All rights reserved worldwide. 2 Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation contains certain statements relating to future results, which are forward - looking statements as that term is d efined in the Private Securities Litigation Reform Act of 1995, which reflect management’s expectations about future conditions, including, but not limited to continued demand in the commer cia l aviation market, the life and utilization of current generation aircraft, anticipated activities and benefits under extended, expanded and new services, supply and distribution a gre ements, opportunities for capital deployment and margin improvement, earnings performance, contributions from our recent acquisitions, the expansion of capacity in our hangars, expe cta tions for our USM and parts supply businesses, and our 3 - 5 year organic targets. Forward - looking statements often address our expected future operating and financial performance and financial condition, or tar gets, goals, commitments, and other business plans, and often may also be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “ex pec t,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. These forward - looking statements are based on the beliefs of Company management, as well as assumptions and estimates based on information available to the Company as of the dates such assumptio ns and estimates are made, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, de pen ding on a variety of factors, including: ( i ) factors that adversely affect the commercial aviation industry; (ii) adverse events and negative publicity in the aviation industry; (iii) a reduction in s ale s to the U.S. government and its contractors; (iv) cost overruns and losses on fixed - price contracts; (v) nonperformance by subcontractors or suppliers; (vi) a reduction in outsourcing of maintenan ce activity by airlines; (vii) a shortage of skilled personnel or work stoppages; (viii) competition from other companies; (ix) financial, operational and legal risks arising as a result of o per ating internationally; (x) inability to integrate acquisitions effectively and execute operational and financial plans related to the acquisitions, such as the acquisition of Trax USA Corp. and the Product Support Business of Triumph Group Inc. ; (xi) failure to realize the anticipated benefits of acquisitions; (xii) circumstances associated with divestitures; (xiii) inability to recov er costs due to fluctuations in market values for aviation products and equipment; (xiv) cyber or other security threats or disruptions; (xv) a need to make significant capital expenditures to keep pa ce with technological developments in our industry; (xvi) restrictions on use of intellectual property and tooling important to our business; (xvii) inability to fully execute our sto ck repurchase program and return capital to stockholders; (xviii) limitations on our ability to access the debt and equity capital markets or to draw down funds under loan agreements; (xix) n on - compliance with restrictive and financial covenants contained in our debt and loan agreements; (xx) changes in or non - compliance with laws and regulations related to federal contractors, the aviation industry, international operations, safety, and environmental matters, and the costs of complying with such laws and regulations; and (xxi) exposure to product liability and pr operty claims that may be in excess of our liability insurance coverage. Should one or more of those risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove in correct, actual results may vary materially from those described. Those events and uncertainties are difficult or impossible to predict accurately and many are beyond our control. For a discussion of these and other risks and uncertainties, refer to our Annual Report on Form 10 - K, Part I, “Item 1A, Risk Factors” and our other filings filed from time to time with the U.S. S ecurities and Exchange Commission. All statements made in this presentation are made as of the date of this presentation. We assume no obligation to update any forward - looking statements to r eflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. All trademarks and logos depicted in this presentation are the property of their respective owners and are displayed solely f or purposes of illustration . Non - GAAP Financial Measures: This presentation includes certain non - GAAP financial measures. Please refer to the Appendix for additional information on these non - GAAP financial measures and reconciliations to the comparable GAAP measures. © 202 4 AAR CORP. All rights reserved worldwide. 1 Forward - looking statements

© 2024 AAR CORP. All rights reserved worldwide. 3 Global aerospace and defense aftermarket solutions Company Founded 1955 Market cap ~$2.3B Annual sales ~$2.5B NYSE AIR Employees ~6,000 Q4 FY24 Adjusted operating margin 9.3% Adjusted operating margin is a non - GAAP financial measure; see Appendix for reconciliations of non - GAAP financial measures. Market cap as of August 26, 2024. Key metrics Businesses Parts Supply Repair & Engineering Integrated Solutions Expeditionary Services Selected customers

© 2024 AAR CORP. All rights reserved worldwide. 4 Parts Supply • Consists of Distribution and Used Serviceable Material (USM) • Largest and highest margin segment • Consistent market share gains in Distribution with a long runway for growth • Increasing demand for USM, strong market position with deep supply relationships Repair & Engineering • Consists primarily of MRO (airframe heavy maintenance), Component Services (acquired Triumph Product Support) • Hangars at capacity with new capacity additions planned for FY2026 • Proprietary PMA parts emerging opportunity Integrated Solutions • Consists of Government Programs (logistics and operations support programs), Commercial Programs (flight - hour - based aircraft support) and Trax (ERP software) • Programs primarily under long - term contract • High - margin Trax software with multiple levers for growth Expeditionary Services Mobility Systems: Rapid deployment sustainment solutions for government applications • Pallets for use in military transport aircraft • Containers for customized air - mobile shipping and storage of equipment • Shelter systems for military operations Business segment overview Parts Supply 42% Repair & Engineering 27% Integrated Solutions 28% Expeditionary Services 3% FY24 Sales Commercial 71% Government 29% FY24 Sales

© 2024 AAR CORP. All rights reserved worldwide. 5 Acquisition summary: x Aggregate purchase price of $725 million. Net purchase price of $645 million when adjusted for $80 million present value of tax benefits x Closed March 1, 2024 Anticipated strategic h ighlights : x Significantly accretive to margins with highly attractive overall financial profile x Meaningfully scales AAR’s proprietary repair capabilities, highly complementary with existing portfolio x Thailand facility enables significant expansion of operations and capabilities in APAC x Potential benefits of integrating AAR existing Parts Supply and Integrated S olutions volumes with Product Support’s facilities and proprietary capabilities x Anticipated run - rate cost synergies of ~$10 million x Strong combined free cash flow Furthering AAR’s Connected Business Model Triumph Product Support acquisition

© 2024 AAR CORP. All rights reserved worldwide. 6 Global expertise and reach Headquarters and warehouse near Chicago’s O’Hare International Airport; Airframe MRO network in U.S. and Canada with Component Services, Engineering Services and Landing Gear Overhaul; Mobility Systems; Integrated Solutions – Government supporting WASS; Trax, provider of MRO software solutions for airlines, lessors, military customers, and MROs North America Sales office supporting customers in Latin and South America; Integrated Solutions – Government, WASS, and other defense contracts Central and South America Parts Supply sales office in London’s Heathrow Airport; Integrated Solutions – Commercial and Parts Supply teams in Gatwick; Airinmar Component Repair management services; Integrated Solutions – Government in Waddington UK Component Services in Amsterdam; warehouse network includes Brussels and Hanover serving EMEA; sales office in Paris Europe Warehouse and sales office in Dubai serving EMEA; Integrated Solutions – Government, WASS, and other defense contracts Middle East Regional sales offices in Singapore, China and Japan; warehouse and Engineering Services for interior modifications; Component Services in Thailand Asia Warehouse in Auckland; sales office in Melbourne Australasia Over 60 AAR sites around the world Customers in over 150 countries

© 2024 AAR CORP. All rights reserved worldwide. 7 15+ year relationship with each of our top customers Highly - diversified customer base with longstanding relationships OEMs Government Cargo airlines Regional airlines Commercial airlines United States Air Force (USAF) United States Navy (USN) United States Army (USA) International Narcotics and Law Enforcement (INL) Colombian Air Force Japan Ministry of Defense (JMOD) Norway – Royal Norwegian Air Force (RNAF) Royal Netherlands Air Force (RNLAF) United Kingdom Ministry of Defence (UK MoD) Customer % of sales 2 U.S. Government 1 20% 8% 6% 5% 4% 2% 2% 2% 2% Top customers by sales – FY2024 1 Consists of numerous contracts across the U.S. Navy, U.S. Air Force, U.S. Army, U.S. Defense Logistics Agency and U.S. Depart men t of State | 2 Percent of consolidated FY2024 sales Boeing

© 2024 AAR CORP. All rights reserved worldwide. 8 Historical financial performance Sales ($M) Adjusted diluted EPS Net debt / adjusted EBITDA Adjusted operating income ($M) and margin FY ends May 31; adjusted figures are non - GAAP financial measures; figures reflect continuing operations; pro forma net debt/adju sted EBITDA reflects results for the year ended May 31, 2024 plus results for the Triumph Product support business acquired o n M arch 1, 2024 for the nine months ended February 29, 2024. See Appendix for reconciliation of non - GAAP financial measures. $1,748 $2,052 $2,072 $1,652 $1,820 $1,991 $2,319 FY18 FY19 FY20 FY21 FY22 FY23 FY24 $90 $115 $105 $69 $115 $149 $193 $61 5.2% 5.6% 5.0% 4.2% 6.3% 7.5% 8.3% 9.3% FY18 FY19 FY20 FY21 FY22 FY23 FY24 Q4-FY24 $1.87 $2.44 $2.15 $1.31 $2.38 $2.86 $3.33 FY18 FY19 FY20 FY21 FY22 FY23 FY24 1.0x 0.7x 1.3x 0.7x 0.3x 1.1x 3.3x FY18 FY19 FY20 FY21 FY22 FY23 FY24 Pro Forma

© 2024 AAR CORP. All rights reserved worldwide. 9 x Consolidated footprint to optimize cost base and preferred customer support x Exited underperforming product lines and contracts x Reduced selected headcount x Eliminated non - essential spend x Used market dislocation and relative strength to take share x Leveraging fixed cost base x Added differentiated capability Actions taken have yielded consistent financial improvement Note: FY ends May 31; figures reflect continuing operations; adjusted operating margin and adjusted EPS are non - GAAP financial m easures. See Appendix for reconciliation of non - GAAP financial measures. 4.9% 5.6% 5.9% 3.2% 2.5% 4.0% 5.0% 5.2% 5.5% 6.1% 6.7% 7.0% 6.9% 7.6% 7.6% 7.8% 7.3% 8.1% 8.3% 9.3% Quarterly adjusted operating margin $0.57 $0.64 $0.67 $0.26 $0.17 $0.31 $0.37 $0.47 $0.52 $0.53 $0.63 $0.72 $0.61 $0.69 $0.75 $0.83 $0.78 $0.81 $0.85 $0.88 Quarterly adjusted EPS

© 2024 AAR CORP. All rights reserved worldwide. 10 • Pro forma net leverage of 3.3x* as of the end of Q4 FY24 • Portion of acquisition consideration funded with prepayable debt • Upsized Revolver to provide greater operational flexibility and liquidity • Support new business wins in Parts Supply via inventory in USM and Distribution • Select airframe maintenance expansion and new component repair capabilities • Development of proprietary PMA parts • Adherence to strategic filters and financial criteria • Focused on expanding in core Parts Supply, R&E, and Integrated Solutions • Increase intellectual property in portfolio Maintain flexible balance sheet Organic investment to drive growth Opportunistic acquisitions Capital allocation framework * Non - GAAP financial measure. See Appendix for reconciliation.

© 2024 AAR CORP. All rights reserved worldwide. 11 3 - 5 Year Guidance for 10 - 15%+ EPS growth Driven by robust structural tailwinds: • Growth in air travel • Multiple levers to enhance market share: unique exclusive distribution model resonating with OEM partners, airframe hangar expansions, increased USM adoption • Product Support acquisition: additional differentiated component repair capabilities; expanded global footprint • Increasing government interest in commercial solutions • Organic margin opportunity driven by operational efficiency, digitalization • Positive margin mix shift toward Parts Supply • Addition of nascent high margin businesses, software solutions, and proprietary parts Sales growth 5 – 10% Adj. OP margin 10.5 – 11.5%+ Adj. EBITDA margin 12.5 – 13.5%+ Adj. EPS growth 10 – 15%+ 3 - 5 Year Organic Growth Targets

© 2024 AAR CORP. All rights reserved worldwide. 12 Appendix

© 2024 AAR CORP. All rights reserved worldwide. 13 Non - GAAP financial measures Adjusted sales, adjusted operating income, adjusted operating margin, adjusted diluted earnings per share from continuing operations, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma EBITDA, net debt, net debt to adjusted EBITDA, and pro forma net debt to adjusted EBITDA are “non - GAAP financial measures” as defined in Regulation G of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . We believe these non - GAAP financial measures are relevant and useful for investors as they illustrate our core operating performance unaffected by the impact of certain items that management does not believe are indicative of our ongoing and core operating activities . When reviewed in conjunction with our GAAP results and the accompanying reconciliations, we believe these non - GAAP financial measures provide additional information that is useful to gain an understanding of the factors and trends affecting our business and provide a means by which to compare our operating performance and leverage against that of other companies in the industries we compete . These non - GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP . Adjusted EBITDA is income from continuing operations before interest income (expense), other income (expense), income taxes, depreciation and amortization, stock - based compensation, and items of an unusual nature including but not limited to business divestitures and acquisitions, workforce actions, COVID - related subsidies and costs, impairment and exit charges, facility consolidation and repositioning costs, investigation and remediation compliance costs, equity investment gains and losses, pension settlement charges, legal judgments, acquisition, integration and amortization expenses from recent acquisition activity, and significant customer events such as early terminations, contract restructurings, forward loss provisions, and bankruptcies . Adjusted operating income is adjusted EBITDA gross of depreciation and amortization and stock - based compensation . Pursuant to the requirements of Regulation G of the Exchange Act, we are providing the following tables that reconcile the above - mentioned non - GAAP financial measures to the most directly comparable GAAP financial measures :

© 2024 AAR CORP. All rights reserved worldwide. 14 Adjusted sales, adjusted operating income and adjusted operating margin Non - GAAP financial measures ($ in millions) FY18 FY19 FY20 FY21 FY22 FY23 FY24 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24 Q4 FY24 Sales $1,748.3 $2,051.8 $2,072.0 $1,652.3 $1,820.0 $1,990.5 $2,318.9 $400.8 $403.6 $410.3 $437.6 $455.1 $436.6 $452.2 $476.1 $446.3 $469.8 $521.1 $553.3 $549.7 $545.4 $567.3 $656.5 Contract termination/restructuring & loss provision, net - 17.3 (1.3) (2.9) 0.1 2.3 1.9 (2.3) 1.5 (2.4) 1.0 (2.5) (0.2) (1.2) 0.1 - - - - - - 2.3 Customer bankruptcy charge - - 0.4 - - - - 0.4 - - - - - - - - - - - - - - Adjusted sales $1,748.3 $2,051.8 $2,089.3 $1,651.4 $1,817.1 $1,990.6 $2,321.2 $402.7 $401.7 $411.8 $435.2 $456.1 $434.1 $452.0 $474.9 $446.4 $469.8 $521.1 $553.3 $549.7 $545.4 $567.3 $658.8 Operating income $86.0 $98.3 $41.3 $85.2 $106.9 $133.9 $129.2 $3.2 $21.6 $39.7 $20.7 $15.1 $30.1 $30.3 $31.4 $31.2 $32.4 $34.0 $36.3 $25.3 $38.3 $33.0 $32.6 Investigation and remediation compliance costs - 3.5 10.0 4.4 3.7 4.7 10.5 1.3 2.8 0.3 - 0.2 0.8 1.6 1.1 0.8 1.1 1.2 1.6 1.1 2.6 2.0 4.8 Acquisition, integration and amortization expenses - - - - - 7.0 36.7 - - - - - - - - - - 1.9 5.1 2.8 3.1 12.2 18.6 Customer bankruptcy and credit charges - 12.4 1.6 4.9 1.0 1.5 - 0.2 1.3 1.0 2.4 - 1.0 - - - (0.3) 1.8 - - - - - Government subsidies - - (2.8) (56.2) (4.9) (1.6) - (11.1) (18.7) (24.6) (1.8) (0.3) (2.5) (1.0) (1.1) (0.7) - (0.9) - - - - - Facility consolidation and repositioning costs - 0.9 4.9 4.5 0.2 - - 2.0 0.4 - 2.1 0.1 0.1 - - - - - - - - - - Russian bankruptcy court judgement - - - - - 1.8 11.2 - - - - - - - - - - 1.8 - 11.2 - - - Contract termination/restructuring & loss provision, net - - 31.3 9.3 0.9 2.0 4.8 2.2 4.5 4.0 (1.4) 6.7 (4.4) (1.1) (0.3) (0.3) 2.3 - - - - - 4.8 Asset impairment and exit charges - - 11.0 7.0 3.5 - - 5.8 1.2 - - 2.3 0.6 0.5 0.1 - - - - - - - - Severance and furlough costs 4.5 0.2 7.1 9.0 2.0 0.1 0.5 6.0 2.2 0.1 0.7 0.9 0.8 0.2 0.1 0.1 - - - - - - 0.5 Costs related to strategic projects - - 0.4 1.0 1.8 (0.2) - 0.3 0.7 - - - - - 1.8 (0.2) - - - - - - - Adjusted operating income $90.5 $115.3 $104.8 $69.1 $115.1 $149.2 $192.9 $9.9 $16.0 $20.5 $22.7 $25.0 $26.5 $30.5 $33.1 $30.9 $35.5 $39.8 $43.0 $40.4 $44.0 $47.2 $61.3 Adjusted operating margin 5.2% 5.6% 5.0% 4.2% 6.3% 7.5% 8.3% 2.5% 4.0% 5.0% 5.2% 5.5% 6.1% 6.7% 7.0% 6.9% 7.6% 7.6% 7.8% 7.3% 8.1% 8.3% 9.3%

© 2024 AAR CORP. All rights reserved worldwide. 15 Adjusted diluted earnings per share from continuing operations Non - GAAP financial measures FY18 FY19 FY20 FY21 FY22 FY23 FY24 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24 Q4 FY24 Diluted earnings (loss) per share from continuing operations $2.11 $2.40 $0.71 $1.30 $2.16 $2.52 $1.29 $0.31 $0.58 $0.63 $0.66 $0.62 $0.64 $0.62 $0.66 ($0.02) $0.67 $0.39 $0.26 Deferred tax re-measurement from the Tax Cuts and Jobs Act ($0.41) - - - - - - - - - - - - - - - - - - Investigation and remediation compliance costs - 0.08 0.22 0.10 0.07 0.13 0.29 0.01 0.01 0.03 0.02 0.02 0.03 0.04 0.04 0.03 0.08 0.06 0.14 Loss on sale/exit of business/asset - - - 0.44 0.04 0.02 0.07 - 0.03 - 0.01 - - 0.01 0.01 0.02 0.02 0.02 0.01 Acquisition, integration and amortization expenses - - - - - 0.21 1.21 - - - - - - 0.06 0.15 0.08 0.09 0.52 0.52 Contract termination/restructuring & loss provision, net 0.14 - 0.68 0.20 0.02 0.04 0.14 0.14 (0.09) (0.02) (0.01) (0.01) 0.05 - - - - - 0.14 Customer bankruptcy and credit charges (recoveries) - 0.27 0.04 0.10 0.02 0.04 - - 0.02 - - - (0.01) 0.05 - - - - - Loss (gain) on equity investments - - - - - 0.01 - - - - - - (0.02) 0.03 - - - - Asset impairment charges - - 0.25 0.15 0.07 - - 0.05 0.01 0.01 - - - - - - - - Government COVID-related subsidies - - (0.06) (1.22) (0.10) (0.05) - (0.01) (0.05) (0.02) (0.02) (0.02) - (0.03) - - - - - State income tax benefit (0.06) (0.15) - - - - - - - - - - - - - - - - - Recognition of previously reserved income tax benefits - (0.19) - - - - - - - - - - - - - - - - - Russian bankruptcy court judgement - - - - - 0.05 0.32 - - - - - - 0.05 - 0.32 - - - Facility consolidation and repositioning costs - 0.02 0.11 0.09 0.01 - - - 0.01 - - - - - - - - - - Severance, furlough & pension settlement costs 0.09 0.01 0.19 0.22 0.07 - 0.77 0.02 0.01 0.02 0.02 - - - - 0.76 - - 0.01 Gain on settlement of purchase accounting liabilities - - - - (0.02) - - - - (0.02) - - - - - - - - - Gain on legal settlement - - - (0.09) - - - - - - - - - - - - - - - Costs related to strategic projects - - 0.01 0.02 0.04 - - - - - 0.04 - - - - - - - - Tax effect on adjustments (a) - - - - - (0.11) (0.76) - - - - - - (0.05) (0.06) (0.41) (0.05) (0.14) (0.20) Adjusted diluted EPS from continuing operations $1.87 $2.44 $2.15 $1.31 $2.38 $2.86 $3.33 $0.52 $0.53 $0.63 $0.72 $0.61 $0.69 $0.75 $0.83 $0.78 $0.81 $0.85 $0.88 (a) Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the tax effect of the pension settlement charge, which includes income taxes previously recognized in accumulated other comprehensive loss. Began reporting tax effects separately in Q3 FY23.

© 2024 AAR CORP. All rights reserved worldwide. 16 Adjusted EBITDA Non - GAAP financial measures ($ in millions) FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 Q1 FY22Q2 FY22Q3 FY22Q4 FY22Q1 FY23Q2 FY23Q3 FY23Q4 FY23Q1 FY24Q2 FY24Q3 FY24Q4 FY24 Net income (loss) $56.5 $15.6 $7.5 $4.4 $35.8 $78.7 $90.2 $46.3 $11.5 $20.8 $22.5 $23.9 $22.7 $22.5 $21.8 $23.2 ($0.6) $23.8 $14.0 $9.1 (Income) loss from discontinued operations (4.5) 58.1 76.6 20.4 10.5 (0.2) (0.4) - (0.3) - 0.1 - (0.4) - - - - - - - Income tax expense (benefit) 25.1 3.5 4.9 5.6 18.2 26.6 31.4 12.0 3.9 7.9 8.2 6.6 8.1 8.3 8.0 7.0 (6.9) 7.9 6.5 4.5 Other (income) expense, net - 0.9 0.8 2.1 (4.3) (2.2) 0.8 0.4 (0.7) (0.3) (1.1) (0.1) (0.2) (0.5) 0.3 1.2 - 0.1 0.2 0.1 Interest expense, net 5.2 7.9 8.5 8.8 4.8 2.3 11.2 41.0 0.7 0.4 0.6 0.6 1.0 2.0 3.5 4.7 5.4 5.6 11.3 18.7 Depreciation and amortization 35.7 40.5 42.8 43.7 36.3 33.1 27.9 41.2 8.9 8.9 7.7 7.6 6.8 6.5 6.9 7.7 8.4 8.7 8.8 15.3 Investigation and remediation compliance costs - - 3.5 10.1 4.4 3.7 4.7 10.5 0.2 0.8 1.6 1.1 0.8 1.1 1.2 1.6 1.1 2.6 2.0 4.8 Losses related to sale and exit of business (2.6) - - - 20.2 1.7 0.7 2.8 - 1.3 - 0.4 - 0.1 0.4 0.2 0.7 0.9 1.0 0.2 Acquisition and integration expenses - - - - - - 6.2 27.6 - - - - - - 1.9 4.3 1.8 - 11.2 14.6 Asset impairment and exit charges - - - 11.0 7.0 3.5 - - 2.3 0.6 0.5 0.1 - - - - - - - - Contract termination/restructuring & loss provision, net - 7.1 - 31.3 9.3 0.9 2.0 4.8 6.7 (4.4) (1.1) (0.3) (0.3) 2.3 - - - - - 4.8 Facility consolidation and repositioning costs - - 0.9 4.9 4.5 0.2 - - 0.1 0.1 - - - - - - - - - - Severance and furlough costs 0.8 4.5 0.2 7.1 9.0 2.0 0.1 0.5 0.9 0.8 0.2 0.1 0.1 - - - - - - 0.5 Customer bankruptcy and credit charges - - 12.4 1.6 4.9 1.0 1.5 - - 1.0 - - - (0.3) 1.8 - - - - - Government COVID-related subsidies - - - (2.8) (56.2) (4.9) (1.6) - (0.3) (2.5) (1.0) (1.1) (0.7) - (0.9) - - - - - Pension settlement charge - - - - - - - 26.7 - - - - - - - - 26.7 - - - Russian bankruptcy court judgement - - - - - - 1.8 11.2 - - - - - - 1.8 - 11.2 - - - Costs related to strategic projects - - - 0.4 1.0 1.8 (0.2) 2.1 - - - 1.8 (0.2) - - - - 2.1 - - Stock-based compensation 11.0 15.3 13.5 7.3 9.2 8.2 13.5 15.3 3.1 1.6 1.1 2.4 4.1 2.8 3.5 3.1 4.3 3.6 3.6 3.8 Adjusted EBITDA $127.2 $153.4 $171.6 $155.9 $114.6 $156.4 $189.8 $242.4 $37.0 $37.0 $39.3 $43.1 $41.8 $44.8 $50.2 $53.0 $52.1 $55.3 $58.6 $76.4 Pro forma for Product Support acquisition: Product Support adjusted EBITDA for the nine months ended February 29, 2024 33.5 Pro forma adjusted EBITDA for the year ended May 31, 2024 $275.9

© 2024 AAR CORP. All rights reserved worldwide. 17 Net debt / adjusted EBITDA Non - GAAP financial measures ($ in millions) FY18 FY19 FY20 FY21 FY22 FY23 FY24 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24 Q4 FY24 Total debt $178.9 $142.9 $602.0 $135.2 $100.0 $272.0 $997.0 $129.0 $104.5 $104.5 $100.0 $115.0 $198.0 $188.0 $272.0 $307.0 $277.0 $277.0 $997.0 Less: cash and cash equivalents (31.1) (21.3) (404.7) (51.8) (53.5) (68.4) (85.8) (48.8) (42.7) (40.6) (53.5) (44.3) (49.0) (52.7) (68.4) (70.3) (65.1) (69.2) (85.8) Net debt $147.8 $121.6 $197.3 $83.4 $46.5 $203.6 $911.2 $80.2 $61.8 $63.9 $46.5 $70.7 $149.0 $135.3 $203.6 $236.7 $211.9 $207.8 $911.2 Adjusted EBITDA 153.4 171.6 155.9 114.6 156.4 189.8 242.4 130.0 140.0 147.6 156.4 161.2 169.0 179.9 189.8 200.1 210.6 219.0 242.4 Net debt to Adjusted EBITDA 1.0x 0.7x 1.3x 0.7x 0.3x 1.07x 3.76x 0.6x 0.4x 0.4x 0.3x 0.4x 0.9x 0.8x 1.1x 1.2x 1.0x 0.95x 3.76x Adjusted EBITDA pro forma for Product Support acquisition 275.9 275.9 Pro forma net debt to Adjusted EBITDA 3.30x 3.30x

© 2024 AAR CORP. All rights reserved worldwide. 18 FY23 by segment Non - GAAP financial measures ($ in millions) Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 FY23 Parts Integ Exped Parts Integ Exped Parts Integ Exped Parts Integ Exped Parts Integ Exped Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Sales $168.6 $127.6 $127.8 $22.3 $0.0 $446.3 $183.6 $134.8 $127.3 $24.1 $0.0 $469.8 $227.6 $128.0 $143.5 $22.0 $0.0 $521.1 $238.6 $143.0 $148.3 $23.4 $0.0 $553.3 $818.4 $533.4 $546.9 $91.8 $0.0 $1,990.5 Operating income (loss) 18.3 7.4 8.3 2.3 (5.1) 31.2 21.3 8.6 7.1 2.0 (6.6) 32.4 25.1 9.8 7.0 1.9 (9.8) 34.0 29.0 9.5 8.1 1.5 (11.8) 36.3 93.7 35.3 30.5 7.7 (33.3) 133.9 Operting income margin 10.9% 5.8% 6.5% 10.3% NA 7.0% 11.6% 6.4% 5.6% 8.3% NA 6.9% 11.0% 7.7% 4.9% 8.6% NA 6.5% 12.2% 6.6% 5.5% 6.4% NA 6.6% 11.4% 6.6% 5.6% 8.4% NA 6.7% Sales $168.6 $127.6 $127.8 $22.3 $0.0 $446.3 $183.6 $134.8 $127.3 $24.1 $0.0 $469.8 $227.6 $128.0 $143.5 $22.0 $0.0 $521.1 $238.6 $143.0 $148.3 $23.4 $0.0 $553.3 $818.4 $533.4 $546.9 $91.8 $0.0 $1,990.5 Contract terms/restr.costs/loss provisions, net - - 0.1 - - 0.1 - - - - - - - - - - - - - - - - - - - - 0.1 - - 0.1 Adjusted sales $168.6 $127.6 $127.9 $22.3 $0.0 $446.4 $183.6 $134.8 $127.3 $24.1 $0.0 $469.8 $227.6 $128.0 $143.5 $22.0 $0.0 $521.1 $238.6 $143.0 $148.3 $23.4 $0.0 $553.3 $818.4 $533.4 $547.0 $91.8 $0.0 $1,990.6 Operating income (loss) $18.3 $7.4 $8.3 $2.3 ($5.1) $31.2 $21.3 $8.6 $7.1 $2.0 ($6.6) $32.4 $25.1 $9.8 $7.0 $1.9 ($9.8) $34.0 $29.0 $9.5 $8.1 $1.5 ($11.8) $36.3 $93.7 $35.3 $30.5 $7.7 ($33.3) $133.9 Acquisition and amortization expenses - - - - - - - - - - - - - - - - 1.9 1.9 - - 2.0 - 3.1 5.1 - - 2.0 - 5.0 7.0 Investigation and remediation compliance costs - - - - 0.8 0.8 - - - - 1.1 1.1 - - - - 1.2 1.2 - - - - 1.6 1.6 - - - - 4.7 4.7 Contract terms/restr.costs/loss provisions, net - - (0.3) - - (0.3) - - 2.3 - - 2.3 - - - - - - - - - - - - - - 2.0 - - 2.0 Severance charges - - - - 0.1 0.1 - - - - - - - - - - - - - - - - - - - - - - 0.1 0.1 Customer bankruptcy & credit charges (recoveries) - - - - - - - - (0.3) - - (0.3) - - 1.8 - - 1.8 - - - - - - - - 1.5 - - 1.5 Government COVID-related subsidies - (0.7) - - - (0.7) - - - - - - - (0.9) - - - (0.9) - - - - - - - (1.6) - - - (1.6) Costs related to strategic projects - - - - (0.2) (0.2) - - - - - - - - - - - - - - - - - - - - - - (0.2) (0.2) Russian bankruptcy court judgment - - - - - - - - - - - - 1.8 - - - - 1.8 - - - - - - 1.8 - - - - 1.8 Adjusted operating income $18.3 $6.7 $8.0 $2.3 ($4.4) $30.9 $21.3 $8.6 $9.1 $2.0 ($5.5) $35.5 $26.9 $8.9 $8.8 $1.9 ($6.7) $39.8 $29.0 $9.5 $10.1 $1.5 ($7.1) $43.0 $95.5 $33.7 $36.0 $7.7 ($23.7) $149.2 Adjusted operating margin 10.9% 5.3% 6.3% 10.3% NA 6.9% 11.6% 6.4% 7.1% 8.3% NA 7.6% 11.8% 7.0% 6.1% 8.6% NA 7.6% 12.2% 6.6% 6.8% 6.4% NA 7.8% 11.7% 6.3% 6.6% 8.4% NA 7.5% Operating income (loss) $18.3 $7.4 $8.3 $2.3 ($5.1) $31.2 $21.3 $8.6 $7.1 $2.0 ($6.6) $32.4 $25.1 $9.8 $7.0 $1.9 ($9.8) $34.0 $29.0 $9.5 $8.1 $1.5 ($11.8) $36.3 $93.7 $35.3 $30.5 $7.7 ($33.3) $133.9 Depreciation and amortization 1.2 1.8 2.6 0.4 0.8 6.8 0.9 1.8 2.6 0.4 0.8 6.5 1.4 1.6 2.6 0.3 1.0 6.9 1.5 1.9 3.1 0.4 0.8 7.7 5.0 7.1 10.9 1.5 3.4 27.9 Stock-based compensation 0.5 0.4 0.3 0.1 2.8 4.1 0.5 0.1 0.2 - 2.0 2.8 0.4 0.1 0.3 - 2.7 3.5 (0.2) (0.1) 0.2 - 3.2 3.1 1.2 0.5 1.0 0.1 10.7 13.5 Acquisition-related expenses - - - - - - - - - - - - - - - - 1.9 1.9 - - 1.2 - 3.1 4.3 - - 1.2 - 5.0 6.2 Investigation and remediation compliance costs - - - - 0.8 0.8 - - - - 1.1 1.1 - - - - 1.2 1.2 - - - - 1.6 1.6 - - - - 4.7 4.7 Contract terms/restr.costs/loss provisions, net - - (0.3) - - (0.3) - - 2.3 - - 2.3 - - - - - - - - - - - - - - 2.0 - - 2.0 Severance charges - - - - 0.1 0.1 - - - - - - - - - - - - - - - - - - - - - - 0.1 0.1 Customer bankruptcy & credit charges (recoveries) - - - - - - - - (0.3) - - (0.3) - - 1.8 - - 1.8 - - - - - - - - 1.5 - - 1.5 Government COVID-related subsidies - (0.7) - - - (0.7) - - - - - - - (0.9) - - - (0.9) - - - - - - - (1.6) - - - (1.6) Costs related to strategic projects - - - - (0.2) (0.2) - - - - - - - - - - - - - - - - - - - - - - (0.2) (0.2) Russian bankruptcy court judgment - - - - - - - - - - - - 1.8 - - - - 1.8 - - - - - - 1.8 - - - - 1.8 Adjusted EBITDA $20.0 $8.9 $10.9 $2.8 ($0.8) $41.8 $22.7 $10.5 $11.9 $2.4 ($2.7) $44.8 $28.7 $10.6 $11.7 $2.2 ($3.0) $50.2 $30.3 $11.3 $12.6 $1.9 ($3.1) $53.0 $101.7 $41.3 $47.1 $9.3 ($9.6) $189.8 Adjusted EBITDA margin 11.9% 7.0% 8.5% 12.6% NA 9.4% 12.4% 7.8% 9.3% 10.0% NA 9.5% 12.6% 8.3% 8.2% 10.0% NA 9.6% 12.7% 7.9% 8.5% 8.1% NA 9.6% 12.4% 7.7% 8.6% 10.1% NA 9.5%

© 2024 AAR CORP. All rights reserved worldwide. 19 FY24 by segment Non - GAAP financial measures ($ in millions) Q1 FY24 Q2 FY24 Q3 FY24 Q4 FY24 FY24 Parts Integ Exped Parts Integ Exped Parts Integ Exped Parts Integ Exped Parts Integ Exped Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Sales $236.8 $137.5 $156.3 $19.1 $0.0 $549.7 $227.6 $145.4 $156.6 $15.8 $0.0 $545.4 $242.3 $140.8 $165.5 $18.7 $0.0 $567.3 $260.3 $216.4 $163.5 $16.3 $0.0 $656.5 $967.0 $640.1 $641.9 $69.9 $0.0 $2,318.9 Operating income (loss) 15.1 9.1 7.7 1.3 (7.9) 25.3 28.4 11.3 6.4 0.9 (8.7) 38.3 31.1 11.5 8.6 0.9 (19.1) 33.0 35.2 20.6 1.2 0.4 (24.8) 32.6 109.8 52.5 23.9 3.5 (60.5) 129.2 Operting income margin 6.4% 6.6% 4.9% 6.8% NA 4.6% 12.5% 7.8% 4.1% 5.7% NA 7.0% 12.8% 8.2% 5.2% 4.8% NA 5.8% 13.5% 9.5% 0.7% 2.5% NA 5.0% 11.4% 8.2% 3.7% 5.0% NA 5.6% Sales $236.8 $137.5 $156.3 $19.1 $0.0 $549.7 $227.6 $145.4 $156.6 $15.8 $0.0 $545.4 $242.3 $140.8 $165.5 $18.7 $0.0 $567.3 $260.3 $216.4 $163.5 $16.3 $0.0 $656.5 $967.0 $640.1 $641.9 $69.9 $0.0 $2,318.9 Contract terms/restr.costs/loss provisions, net - - - - - - - - - - - - - - - - - - - - 2.3 - - 2.3 - - 2.3 - - 2.3 Adjusted sales $236.8 $137.5 $156.3 $19.1 $0.0 $549.7 $227.6 $145.4 $156.6 $15.8 $0.0 $545.4 $242.3 $140.8 $165.5 $18.7 $0.0 $567.3 $260.3 $216.4 $165.8 $16.3 $0.0 $658.8 $967.0 $640.1 $644.2 $69.9 $0.0 $2,321.2 Operating income (loss) $15.1 $9.1 $7.7 $1.3 ($7.9) $25.3 $28.4 $11.3 $6.4 $0.9 ($8.7) $38.3 $31.1 $11.5 $8.6 $0.9 ($19.1) $33.0 $35.2 $20.6 $1.2 $0.4 ($24.8) $32.6 $109.8 $52.5 $23.9 $3.5 ($60.5) $129.2 Acquisition, integration & amortization expenses - - 2.6 - 0.2 2.8 - - 2.7 - 0.4 3.1 - - 2.6 - 9.6 12.2 - 3.7 3.3 - 11.6 18.6 - 3.7 11.2 - 21.8 36.7 Investigation and remediation compliance costs - - - - 1.1 1.1 - - - - 2.6 2.6 - - - - 2.0 2.0 - - - - 4.8 4.8 - - - - 10.5 10.5 Contract terms/restr.costs/loss provisions, net - - - - - - - - - - - - - - - - - - - - 4.8 - - 4.8 - - 4.8 - - 4.8 Severance charges - - - - - - - - - - - - - - - - - - - 0.5 - - - 0.5 - 0.5 - - - 0.5 Russian bankruptcy court judgment 11.2 - - - - 11.2 - - - - - - - - - - - - - - - - - - 11.2 - - - - 11.2 Adjusted operating income $18.3 $6.7 $8.0 $2.3 ($4.4) $30.9 $28.4 $11.3 $9.1 $0.9 ($5.7) $44.0 $31.1 $11.5 $11.2 $0.9 ($7.5) $47.2 $35.2 $24.8 $9.3 $0.4 ($8.4) $61.3 $121.0 $56.7 $39.9 $3.5 ($28.2) $192.9 Adjusted operating margin 7.7% 4.9% 5.1% 12.0% NA 5.6% 12.5% 7.8% 5.8% 5.7% NA 8.1% 12.8% 8.2% 6.8% 4.8% NA 8.3% 13.5% 11.5% 5.6% 2.5% NA 9.3% 12.5% 8.9% 6.2% 5.0% NA 8.3% Operating income (loss) $15.1 $9.1 $7.7 $1.3 ($7.9) $25.3 $28.4 $11.3 $6.4 $0.9 ($8.7) $38.3 $31.1 $11.5 $8.6 $0.9 ($19.1) $33.0 $35.2 $20.6 $1.2 $0.4 ($24.8) $32.6 $109.8 $52.5 $23.9 $3.5 ($60.5) $129.2 Depreciation and amortization 1.3 1.7 4.0 0.4 1.0 8.4 1.3 1.8 4.1 0.4 1.1 8.7 1.6 1.7 4.1 0.3 1.1 8.8 2.9 6.3 4.0 0.4 1.7 15.3 7.1 11.5 16.2 1.5 4.9 41.2 Stock-based compensation 0.4 0.2 0.3 - 3.4 4.3 0.3 0.2 0.3 - 2.8 3.6 0.3 0.1 0.3 - 2.9 3.6 0.3 0.2 0.3 - 3.0 3.8 1.3 0.7 1.2 - 12.1 15.3 Acquisition and integration expenses - - 1.6 - 0.2 1.8 - - 1.7 - 0.4 2.1 - - 1.6 - 9.6 11.2 - 0.7 2.3 - 11.6 14.6 - 0.7 7.2 - 21.8 29.7 Investigation and remediation compliance costs - - - - 1.1 1.1 - - - - 2.6 2.6 - - - - 2.0 2.0 - - - - 4.8 4.8 - - - - 10.5 10.5 Contract terms/restr.costs/loss provisions, net - - - - - - - - - - - - - - - - - - - - 4.8 - - 4.8 - - 4.8 - - 4.8 Severance charges - - - - - - - - - - - - - - - - - - - 0.5 - - - 0.5 - 0.5 - - - 0.5 Russian bankruptcy court judgment 11.2 - - - - 11.2 - - - - - - - - - - - - - - - - - - 11.2 - - - - 11.2 Adjusted EBITDA $28.0 $11.0 $13.6 $1.7 ($2.2) $52.1 $30.0 $13.3 $12.5 $1.3 ($1.8) $55.3 $33.0 $13.3 $14.6 $1.2 ($3.5) $58.6 $38.4 $28.3 $12.6 $0.8 ($3.7) $76.4 $129.4 $65.9 $53.3 $5.0 ($11.2) $242.4 Adjusted EBITDA margin 11.8% 8.0% 8.7% 8.9% NA 9.5% 13.2% 9.1% 8.0% 8.2% NA 10.1% 13.6% 9.4% 8.8% 6.4% NA 10.3% 14.8% 13.1% 7.6% 4.9% NA 11.6% 13.4% 10.3% 8.3% 7.2% NA 10.4%

v3.24.2.u1

Cover	Sep. 04, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 04, 2024
Entity File Number	1-6263
Entity Registrant Name	AAR CORP.
Entity Central Index Key	0000001750
Entity Tax Identification Number	36-2334820
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	One AAR Place
Entity Address, Address Line Two	1100 N. Wood Dale Road
Entity Address, City or Town	Wood Dale
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60191
City Area Code	630
Local Phone Number	227-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member] | NYSE CHICAGO, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	AIR
Security Exchange Name	CHX
Common Stock [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	AIR
Security Exchange Name	NYSE

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