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): December 21, 2023

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.

Press Release. On December 21, 2023, AAR CORP., a Delaware corporation (the “Company” or “AAR”), issued a press release announcing the entry into a Securities and Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company; Triumph Group, Inc., a Delaware corporation (“Triumph”); Triumph Aftermarket Services Group, LLC, a Delaware limited liability company; Triumph Group Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Triumph; Triumph Group Acquisition Holdings, Inc., a Delaware corporation; and Trident Group Operations, Inc., a Delaware corporation (collectively with Triumph, Triumph Aftermarket Services Group, LLC, Triumph Group Acquisition Corp. and Triumph Group Acquisition Holdings, Inc., the “Sellers”). The Purchase Agreement provides that, subject to the terms and conditions set forth therein, the Company will acquire Triumph’s Product Support business from the Sellers (the “Transactions”). A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Investor Presentation. On December 21, 2023, the Company posted an Investor Presentation regarding the Transactions. The Investor Presentation is attached as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.

The information furnished under Item 7.01 and Exhibits 99.1 and 99.2 of this Form 8-K 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 that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K 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, which reflect management’s expectations about future conditions. Forward-looking statements may also be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “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 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. Such  risks and uncertainties include, but are not limited to: (1) the inability to consummate the Transactions within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Transactions; (2)  the risk that the Transactions disrupt AAR’s current business and financing plans and operations or divert management’s attention from its ongoing business; (3) the effect of the announcement of the Transactions on AAR’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (4) the effect of the announcement of the Transactions on AAR’s operating results and business generally; (5) the amount of costs, fees and expenses related to the Transactions; (6) the risk that AAR’s stock price may decline significantly if the Transactions are not consummated; (7) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Transactions and instituted against AAR and others; (8) the risk that the acquired assets will not be integrated successfully or that AAR will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits may take longer to realize than expected; (9) other factors that could affect AAR’s business such as, without limitation, factors that adversely affect the commercial aviation industry, a reduction in the level of sales to the branches, agencies and departments of the U.S. government and their contractors, and non-compliance with laws and regulations relating to AAR’s business; and (10) other risks to consummation of the Transactions.

For a discussion of these and other risks and uncertainties, refer to “Risk Factors” in AAR’s most recent Annual Report on Form 10-K, its most recent Quarterly Report on Form 10-Q and its subsequent filings and quarterly reports. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Title
99.1	AAR CORP. Press Release, dated December 21, 2023 (furnished pursuant to Item 7.01)
99.2	Investor Presentation, dated December 21, 2023 (furnished pursuant to Item 7.01)
104	Cover Page Interactive Data File (embedded within 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: December 21, 2023
	AAR CORP.
	By:
		/s/ Jessica A. Garascia
		Jessica A. Garascia
		Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE
December 21, 2023

Contact:
Dylan Wolin

Vice President, Strategic & Corporate Development and Treasurer
+1-630-227-2017

dylan.wolin@aarcorp.com

AAR announces agreement to acquire Triumph Group’s Product Support business, a leading provider of MRO services to the global aviation aftermarket

● Meaningfully scales AAR’s repair capabilities and is highly complementary to existing portfolio

● Significantly accretive to margins and expands customer base and global footprint

● Expected run-rate cost synergies of $10 million

● Expected to be accretive to revenue growth and Adjusted EPS in the first full fiscal year

● Strong combined free cash flow expected to enable deleveraging

Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, has entered into a definitive agreement with Triumph Group (NYSE: TGI) to purchase Triumph Product Support for $725 million in cash. As part of the transaction, AAR expects to receive estimated tax benefits with a present value of approximately $80 million. Including the estimated tax benefits, the effective purchase price multiple is expected to be 11.7x FY2024 EBITDA and 9.9x including estimated run-rate synergies of $10 million.

Triumph Product Support is a leading global provider of specialized maintenance, repair, and overhaul capabilities for critical aircraft components in the commercial and defense markets. The company provides MRO services for structural components, engine and airframe accessories, interior refurbishment, and wheels and brakes. Additionally, Triumph Product Support designs proprietary designated engineering representative (DER) repairs and Parts Manufacturer Approval (PMA) parts.

Triumph Product Support services both the commercial and military aftermarkets across five primary locations with a highly skilled workforce of over 700 employees. The business is projected to generate approximately $280 million of revenue and $55 million of EBITDA, representing an EBITDA margin of 20%, in its fiscal year ending March 31, 2024.

“Today we are very excited to announce the execution of an agreement with Triumph to acquire its Product Support business. Triumph Product Support has built an excellent reputation for high quality and differentiated repair offerings. This highly strategic acquisition will deepen and broaden our customer relationships globally and expand our footprint. Furthermore, the addition of this high-margin business is expected to further increase our operating margin and is expected to be accretive to our earnings. We look forward to welcoming Product Support’s talented team to AAR,” said John M. Holmes Chairman, President and Chief Executive Officer of AAR CORP.

AAR’s acquisition of Triumph Product Support is supported by a fully committed bridge facility. AAR intends for permanent financing to include a mix of debt and equity to maintain a strong balance sheet to support future growth. AAR will target pro forma net leverage to be approximately 3.0x at closing, inclusive of a potential equity issuance subject to market conditions. After closing, we expect strong combined free cash flow to enable further deleveraging.

The transaction is expected to close in the first quarter of the 2024 calendar year, subject to customary closing conditions, including receipt of certain regulatory approvals.

For more information on the acquisition, review slides available here. For more information on AAR, visit aarcorp.com.

AAR will discuss the acquisition of Triumph Product Support on its earnings conference call to be held today at 3:45 p.m. Central time. The conference call may be accessed by registering at https://register.vevent.com/register/BIe408558c6b344fb2aca2a3d5d43d47f9. Once registered, participants will receive a dial-in number and a unique PIN that will allow them to access the call.

Advisors

BofA Securities is acting as lead financial advisor, Wells Fargo Securities, LLC is acting as financial advisor, and Latham & Watkins LLP is acting as legal counsel to AAR. Wells Fargo Securities, LLC and BofA Securities are providing AAR with committed bridge financing for the transaction.

About AAR

AAR is a global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions, and Expeditionary Services. Additional information can be found at aarcorp.com.

About Triumph

TRIUMPH, headquartered in Radnor, Pennsylvania, designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems and components. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.

More information about TRIUMPH can be found on the Company’s website at www.triumphgroup.com.

Forward-looking Statements

This press release contains certain statements relating to future business opportunities and conditions, as well as anticipated benefits of the proposed acquisition by AAR CORP. (the “Company”) of Triumph Group's Product Support business (the “Acquisition”) and expected contributions of the Triumph Group Product Support business to the Company’s future financial results. Such statements are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and reflect management’s expectations about future conditions. Forward-looking statements may also be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,’’ “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Factors that may cause actual results to differ materially from current expectations include, among others, risks associated with the Company’s ability to consummate the Acquisition and the timing of the Acquisition; the Company’s ability to successfully integrate the acquired business; the Company’s ability to realize the anticipated benefits and synergies of the Acquisition as rapidly or to the extent anticipated; risks related to the Company’s ability to obtain any contemplated financing on favorable terms or at all; the effect of the announcement of the Acquisition on the Company’s operating results and business generally; the amount of costs, fees and expenses related to the Acquisition; and other factors that could affect the Company’s business. 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. For a discussion of these and other risks and uncertainties, refer to “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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 and the anticipated benefits of the Acquisition may not be realized. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. 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, except as required by law.

Non-GAAP Financial Measures

This press release contains certain financial measures that are not recognized under U.S. generally accepted accounting principles (GAAP), including Triumph Product Support’s forecasted EBITDA and EBITDA margin for its fiscal year ending March 31, 2024. The Company is unable to provide a reconciliation between Triumph Product Support’s forecasted EBITDA and EBITDA margin to its net income metric without unreasonable effort due to the unavailability of reliable estimates for certain items.

EX-99.2

Exhibit 99.2

AAR CORP. All rights reserved worldwide. 0 AAR to acquire Triumph Group’s Product Support business December 21, 2023

AAR CORP. All rights reserved worldwide. 1 Forward - looking statements This presentation contains certain statements relating to future business opportunities and conditions, as well as anticipate d b enefits of AAR CORP.’s (the “Company”) proposed acquisition of Triumph Group’s Product Support business (the “Acquisition”) and expected contributions of th e Triumph Group Product Support business to the Company’s future financial results. Such statements are forward - looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and reflect management’s expectations about future conditions. Forward - looking statemen ts may also be identified because they contain words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘ intend,’’ ‘‘likely,’’ ‘‘may,’’ ‘‘might,’’ ‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘seek,’’ ‘‘should,’’ ‘‘target,’’ ‘‘will,’’ ‘‘would,’’ or similar expressions and th e n egatives of those terms. Factors that may cause actual results to differ materially from current expectations include, among others, risks associated with the Company’s abil ity to consummate the Acquisition and the timing of the Acquisition; the Company’s ability to successfully integrate the acquired business; the Com pan y’s ability to realize the anticipated benefits and synergies of the Acquisition as rapidly or to the extent anticipated; risk related to the Company’s abi lity to obtain any contemplated financing on favorable terms or at all; the effect of the announcement of the Acquisition on the Company’s opera tin g results and business generally; the amount of costs, fees and expenses related to the Acquisition; and other factors that could affect the Company ’s business. These forward - looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information curr ent ly available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from histori cal results or those anticipated. For a discussion of these and other risks and uncertainties, refer to “Risk Factors” in the Company’s most recent Annual Repo rt on Form 10 - K and subsequent Quarterly Reports on Form 10 - Q. Should one or more of these risks or uncertainties materialize adversely, or should u nderlying assumptions or estimates prove incorrect, actual results may vary materially from those described and the anticipated benefits of the Acq uis ition may not be realized. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. T he Company cautions readers not to place undue reliance upon any such forward - looking statements, which speak only as of the date made. The Company assumes no obligation to update any forward - looking statements to reflect events or circumstances after the date of such statements or to r eflect the occurrence of anticipated or unanticipated events, except as required by law. Non - GAAP Financial Measures This presentation contains certain financials measures that are not recognized under U.S. generally accepted accounting princ ipl es (GAAP), including: Adjusted Operating Income, Adjusted Operating Margin, Adjusted Sales, EBITDA and EBITDA margin. See the appendix to this pre sen tation for additional information and reconciliations of such non - GAAP financial measures.

AAR CORP. All rights reserved worldwide. 2 Compelling acquisition of Triumph Product Support Strategic h ighlights: x Meaningfully scales AAR’s proprietary repair capabilities, highly complementary with existing portfolio x Significantly accretive to margins with highly attractive overall financial profile x Thailand facility enables significant expansion of operations and capabilities in APAC x Potential benefits of integrating AAR existing parts / trading / integrated solutions volumes with Product Support’s facilities and proprietary capabilities x Expected run - rate cost synergies of $10 million x Strong combined free cash flow Furthering AAR’s Connected Business Model

AAR CORP. All rights reserved worldwide. 3 787 MAX / Leap 737NG C - 17 Thrust reversers Air cycle m achine Heat transfer Inlet gearbox Hydro - mech Flight controls Triumph Product Support overview • Aircraft system components o ACM, Heat Exchangers, IDG, Generators • Engine system components o Pumps, Gearboxes, Valves, Controls, Mounts • Airframe structures o Nacelle, Thrust Reverser, Flight Controls, Doors • Aircraft interior products o PSU, Crew Seats, Blue Water • Specialty items o Wheels & Brakes, Technical Services Capability summary Military Rotorcraft military Commercial Business jet Regional jet 19% < 1% 76% 2% 3% Key Products Sales by End Market* ~10,000 part numbers 90 aircraft type plus variants & engines 36 ATA chapters Platforms / Fleets ~6,000 proprietary DER repair capabilities A320 757 / 767 * Sales for fiscal year ended March 31, 2023

AAR CORP. All rights reserved worldwide. 4 North American Facilities International Facilities Grand Prairie, TX Engine Accessories • Gearboxes, Actuation, Generators, Pumps, Valves, Starters, Fuel Wellington, KS Airframe Accessories • HTP, ACM, Valves, Booms, HTP • Commercial and Military Aircraft • DER Capabilities A B C D A B C D E E San Antonio, TX Ground Support Equipment • Hydraulic, Pneumatic and Electrical Repair Ground Service Equipment • Subset of Wellington facility Hot Springs, AR Airborne Structures • Nacelles, Flight Controls, Select Interior Products • 24/7/365 AOG Support • DER Capabilities Chonburi, Thailand Aviation Services, Structures • Nacelles, Flight Controls, Radomes, W&B • Field Services, Aircraft Recovery • DER Capabilities Expands global footprint and offerings

AAR CORP. All rights reserved worldwide. 5 Complementary capabilities unlocking compelling opportunities Enhanced ATA chapter coverage Expands PMA and DER portfolio and development capability Thailand facility as a hub to penetrate fast growing APAC AAR’s military expertise to accelerate Product Support’s military growth o Largest independent USM supplier globally o Asset sourcing / distribution capabilities o Airframe MRO / Landing Gear Overhaul / Component Repair o Strong government customer relationship o Trax and Airinmar – repair management capabilities o Deep technical capabilities in component repair across ATA chapters o Complete offering of structures and accessories o Parts Manufacturer Approval (PMA) capability o Catalog of ~6,000 proprietary DER repair capabilities o Extensive rotable pool

AAR CORP. All rights reserved worldwide. 6 $115 $121 $130 $139 $149 $159 $159 ~ $61 * LTM Q4 '22 LTM Q1 '23 LTM Q2 '23 LTM Q3 '23 LTM Q4 '23 LTM Q1 '24 LTM Q1'24 Pro Forma for Product Support 6.3% 6.7% 7.1% 7.3% 7.5% 7.6% 9.2% Track record of sequential margin improvement expected to be accelerated with Triumph Product Support Actions yielding consistent operating margin improvement: x Focus on higher value - added offerings and strong growth in Parts Supply x Improving efficiency in hangars and e xiting underperforming contracts and businesses x Continued focus on operational and cost efficiency Note: FY end May 31 for AAR and FY end March 31 for Product Support * Includes estimated run - rate cost synergies of ~$10 million Adjusted operating i ncome ($ in millions) $220 +

AAR CORP. All rights reserved worldwide. 7 Estimated pro forma c ombined c ompany h ighlights : x Provides significant scale, i ncreases value , and results in ~ $ 2.4 billion in revenue and ~$220 million in adjusted operating income x Accelerates AAR’s margin improvement with further cost and commercial upside from synergies x Product Support bolsters AAR’s repair capabilities and will favorably impact business mix to create a more balanced portfolio with Repair & Engineering comprising ~35% of sales x Expands presence in APAC and provides access to relatively untapped high - growth market 70% 9% 1% 20% COMBINED Adjusted sales $2,094 ~$280 $ 2,374 Adjusted operating income 159 ~51 220* Adjusted operating margin 7.6 % ~ 1 8 % 9.2 % * Revenue by segment Revenue by geography 37% 35% 24% 4% 100% Providing enhanced scale and capabilities to drive growth and profitability Note: AAR metrics are based on twelve months ended 8/31/23, Product Support metrics are based on FY’24 (3/31/24) estimates; U.S. dollars in millions * Includes estimate run - rate cost synergies of ~$10 million 76% 13% 9% 2% 42% 26% 27% 5% 77% 13% 10% + Parts Supply Repair & Engineering Integrated Solutions Expeditionary Services North America Europe / Africa APAC Other

AAR CORP. All rights reserved worldwide. 8 Transaction overview Overview • Acquisition of Product Support business from Triumph Group in a privately negotiated transaction • Attractive purchase price of $725 million on cash - free, debt - free basis ‒ Net purchase price of $645 million, when adjusted for $80 million present value of tax benefits • Net purchase price represents 11.7x FY March 24E EBITDA or 9.9x FY’24E EBITDA including estimated run rate cost synergies Financials • Expected FYE March 2024 revenue of $280 million with $55 million of EBITDA, ~20% EBITDA margin • Currently identified estimated run rate cost synergies of ~$10 million • Significantly accretive to operating margin • Adjusted EPS accretion in full - year FY2025 Financing • Acquisition supported by fully committed bridge facility • Intend for permanent financing to include a mix of debt and equity • Target net leverage of ~3.0x at closing, inclusive of a potential equity issuance, subject to market conditions Closing • Transaction is subject to regulatory approval and customary closing conditions • Anticipated closing in the 1 st quarter of CY2024 Note: FY end May 31 for AAR and FY end March 31 for Product Support

AAR CORP. All rights reserved worldwide. 9 Appendix

AAR CORP. All rights reserved worldwide. 10 Non - GAAP financial measures Adjusted sales and adjusted operating margin 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 . Our non - GAAP financial measures reflect adjustments for certain items including, but not limited to, the following : Investigation and remediation compliance costs comprised of legal and professional fees related to addressing potential violations of the U . S . Foreign Corrupt Practices Act, which we self - reported to the U . S . Department of Justice and other agencies . Contract termination/restructuring costs comprised of gains and losses that are recognized at the time of modifying, terminating, or restructuring certain customer and vendor contracts, including adjustments for forward loss provisions on long - term contracts . Customer bankruptcy and credit charges (recoveries) reflecting the impact of bankruptcies and other credit charges primarily resulting from the significant impact of the COVID - 19 pandemic on the commercial aviation industry . Costs related to strategic projects consisting of professional fees for significant projects related to strategic financings and acquisitions, including due diligence costs . Expenses associated with recent acquisition activity including professional fees for legal, due diligence, and other acquisition activities, intangible asset amortization, and compensation expense related to contingent consideration and retention agreements . Legal judgments related to or impacted by the Russian/Ukraine conflict . We are not providing reconciliations of forward - looking adjusted sales, adjusted operating income, adjusted operating margin, EBITDA, EBITDA margin, and net leverage to the most directly comparable forward - looking GAAP measure because the information is not available without unreasonable effort . This is due to the inherent difficulty of forecasting the timing and amount of certain items, including, but not limited to, unusual gains and losses and other structural changes or their probable significance . Each of the adjustments has not occurred, are out of our control and/or cannot be reasonably predicted . For this reason, we are unable to provide reconciliations for these items . 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 :

AAR CORP. All rights reserved worldwide. 11 Non - GAAP financial measures Adjusted sales, adjusted operating income and adjusted operating margin ($ in millions) Q1-22 Q2-22 Q3-22 Q4-22 Q1-23 Q2-23 Q3-23 Q4-23 Q1-24 Q4-22 Q1-23 Q2-23 Q3-23 Q4-23 Q1-24 Sales 455.1$ 436.6$ 452.2$ 476.1$ 446.3$ 469.8$ 521.1$ 553.3$ 549.7$ 1,820.0$ 1,811.2$ 1,844.4$ 1,913.3$ 1,990.5$ 2,093.9$ Contract termination/restructuring costs, net 1.0 (2.5) (0.2) (1.2) 0.1 - - - - (2.9) (3.8) (1.3) (1.1) 0.1 - Adjusted sales 456.1$ 434.1$ 452.0$ 474.9$ 446.4$ 469.8$ 521.1$ 553.3$ 549.7$ 1,817.1$ 1,807.4$ 1,843.1$ 1,912.2$ 1,990.6$ 2,093.9$ Operating income (loss) 15.1$ 30.1$ 30.3$ 31.4$ 31.2$ 32.4$ 34.0$ 36.3$ 25.3$ 106.9$ 123.0$ 125.3$ 129.0$ 133.9$ 128.0$ Investigation and remediation compliance costs 0.2 0.8 1.6 1.1 0.8 1.1 1.2 1.6 1.1 3.7 4.3 4.6 4.2 4.7 5.0 Trax acquisition and amortization costs - - - - - - 1.9 5.1 2.8 - - - 1.9 7.0 9.8 Russian bankruptcy court judgment - - - - - - 1.8 - 11.2 - - - 1.8 1.8 13.0 Customer bankruptcy and credit charges - 1.0 - - - (0.3) 1.8 - - 1.0 1.0 (0.3) 1.5 1.5 1.5 Government COVID-related subsidies (0.3) (2.5) (1.0) (1.1) (0.7) - (0.9) - - (4.9) (5.3) (2.8) (2.7) (1.6) (0.9) Contract termination/restructuring costs and loss provisions, net 6.7 (4.4) (1.1) (0.3) (0.3) 2.3 - - - 0.9 (6.1) 0.6 1.7 2.0 2.3 Facility consolidation and repositioning costs 0.1 0.1 - - - - - - - 0.2 0.1 - - - - Asset impairment and exit charges 2.3 0.6 0.5 0.1 - - - - - 3.5 1.2 0.6 0.1 - - Costs related to strategic projects - - - 1.8 (0.2) - - - - 1.8 1.6 1.6 1.6 (0.2) - Severance charges 0.9 0.8 0.2 0.1 0.1 - - - - 2.0 1.2 0.4 0.2 0.1 - Adjusted operating income 25.0$ 26.5$ 30.5$ 33.1$ 30.9$ 35.5$ 39.8$ 43.0$ 40.4$ 115.1$ 121.0$ 130.0$ 139.3$ 149.2$ 158.7$ Adjusted operating margin 5.5% 6.1% 6.7% 7.0% 6.9% 7.6% 7.6% 7.8% 7.3% 6.3% 6.7% 7.1% 7.3% 7.5% 7.6% LTM

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Cover	Dec. 21, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 21, 2023
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