AAR CORP. (NYSE: AIR) boosts Q3 FY26 profit, hikes full-year 2026 growth guidance
Rhea-AI Filing Summary
AAR CORP. reported a very strong third quarter of fiscal 2026, with consolidated sales rising 25% to $845.1M and adjusted EBITDA up 26% to $102.1M, reflecting broad-based growth across its aviation aftermarket businesses. Parts Supply sales grew 45%, supported by 36% organic growth in new parts Distribution and 55% organic growth in sales to government customers. Repair & Engineering sales increased 23%, while Integrated Solutions grew 3% with higher-margin mix.
The company swung to net income of $68.0M, or $1.71 per diluted share, from a prior-year net loss, with adjusted diluted EPS up 26% to $1.25. Adjusted operating margin improved to 10.2%, helped by scale and mix into higher-margin offerings, even as GAAP operating margin was 7.8% after a large bargain purchase gain and building sale gain. Cash flow from operations strengthened to $74.7M, allowing AAR to reduce net debt to $816.5M and net leverage to 2.17x.
Management raised full-year FY2026 guidance, now targeting total sales growth of about 19% and organic sales growth of about 12%. For the fourth quarter, AAR expects total sales growth of 19–21%, organic growth of 6–8%, and adjusted operating margin between 10.2% and 10.5%, underscoring confidence in continued profitable expansion.
Positive
- Stronger growth and guidance: Q3 sales rose 25% to $845.1M, adjusted EPS increased 26% to $1.25, adjusted EBITDA grew 26% to $102.1M, and full-year FY2026 total sales growth guidance was raised to about 19% with organic growth of about 12%.
Negative
- None.
Insights
AAR posts broad-based double-digit growth, stronger margins, higher guidance, and lower leverage.
AAR CORP. delivered a standout quarter with sales up 25% to $845.1M and adjusted EBITDA up 26% to $102.1M. Growth was diversified: Parts Supply sales rose 45%, Repair & Engineering 23%, and Integrated Solutions benefited from higher-margin government program mix and recurring software revenue from Trax.
Profitability metrics moved higher on an adjusted basis. Adjusted operating income increased to $86.2M and adjusted operating margin improved to 10.2% from 9.7%, while adjusted EPS advanced 26% to $1.25. GAAP operating margin of 7.8% reflects sizable items such as a $35.7M bargain purchase gain and a $9.8M gain on sale of the headquarters building, plus acquisition and integration costs.
Balance sheet quality also improved. Cash from operations was $74.7M versus prior-year operating cash use, reducing net debt to $816.5M. Using trailing adjusted EBITDA of $376.2M, net leverage stands at 2.17x, inside the stated 2.0–2.5x target range, giving room to fund acquisitions like HAECO Americas, ADI, and the pending A-R-T deal.
Management raised full-year FY2026 outlook, now guiding to roughly 19% total sales growth and about 12% organic growth, up from prior targets. For Q4 FY2026, it expects total sales growth of 19–21%, organic growth of 6–8%, and adjusted operating margin between 10.2% and 10.5%. The combination of higher guidance, integration progress ahead of schedule, and lower leverage is generally favorable for the company’s medium-term earnings profile.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On March 24, 2026, AAR CORP. (the “Company”) issued a press release and supplemental slide presentation reporting the Company’s financial results for the third quarter ended February 28, 2026. Copies of the Company’s press release and supplemental slide presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
The information furnished under Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by AAR CORP. dated March 24, 2026. | |
| 99.2 | Slide Presentation by AAR CORP. dated March 24, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 24, 2026 | ||
| AAR CORP. | ||
| By: | /s/ DYLAN WOLIN | |
| Dylan Wolin | ||
| Senior Vice President and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Exhibit 99.1
AAR reports third quarter fiscal year 2026 results
Wood Dale, Illinois, March 24, 2026 — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, reported today financial results for the fiscal year 2026 third quarter ended February 28, 2026.
THIRD QUARTER FISCAL YEAR 2026 HIGHLIGHTS
(As compared to Q3 FY2025)
| · | Sales of $845 million; increased 25% |
| · | GAAP diluted EPS of $1.71 |
| · | Adjusted diluted EPS of $1.25; increased 26% |
| · | GAAP Net income of $68 million |
| · | Adjusted EBITDA of $102 million; increased 26% |
| · | Adjusted EBITDA margin increased to 12.1% from 12.0% |
“AAR delivered another outstanding quarter, continuing our momentum. Total sales were up 25%, including 14% organic adjusted sales growth,” stated John M. Holmes, AAR’s Chairman, President and CEO. “We saw growth across each of our parts, repair, and software platform activities in the quarter. Our Parts Supply segment grew 45% led by 36% organic growth in our new parts Distribution activity. Within new parts Distribution we saw 55% organic growth in sales to our government customers. Our Repair & Engineering business also reported strong sales growth in the period on continued volume increases in our hangars and component repair facilities, while Trax results showcased further expansion of its recurring software revenue.
“Our continued strong revenue growth translated to an adjusted EBITDA increase of 26% in the quarter, and we expanded our adjusted EBITDA margins from 12.0% to 12.1% year over year. We expect continued margin expansion as we shift our sales mix to higher margin offerings as well as realize synergies from our recent acquisitions.
“Regarding acquisitions, the execution of our integration and performance improvement plan for HAECO Americas is progressing well and is ahead of schedule. Furthermore, our acquisition of ADI is exceeding our expectations, and we continue to find new opportunities for growth, particularly given its government product lines. Finally, we remain on track to close our acquisition of A-R-T in the fourth quarter of fiscal year 2026.
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“We also made solid progress with respect to our leverage. Cash from operations was $75 million in the quarter, which helped us to reduce net leverage to 2.17x. We are now comfortably within our target range of 2.0x to 2.5x, giving us flexibility to continue funding our strategic growth.
Holmes concluded, “We see significant opportunity for continued profitable growth ahead, supported by resilient and growing demand for our aviation aftermarket solutions. We are closely following the conflict in the Middle East and are in constant contact with our customers. Fundamental demand for air travel remains extremely strong, and we are the preferred solution for the markets we serve. We remain extremely well positioned in the market and are committed to delivering for our customers in all environments while executing on our disciplined growth strategy.”
RECENT UPDATES
| · | Commenced exclusive distribution agreement with TRIUMPH for its actuation power line on Boeing and Airbus commercial platforms |
| · | Recently awarded new multi-year contracts with the U.S. Air Force to repair and build new pallets at our Mobility Systems location worth up to $450 million |
| · | Completed Oklahoma City Airframe MRO facility expansion, inducted first aircraft in early March |
| · | Trax signed a multi-year contract expansion with Air Atlanta Icelandic to add eMobility and cloud hosting solutions to its current eMRO platform offering |
| · | Signed a new agreement with Otto Instrument Service to distribute the LASEREF IV inertial reference system product line, further broadening our new parts Distribution activities in the business aviation market |
THIRD QUARTER FISCAL YEAR 2026 RESULTS
Consolidated third quarter sales increased 25% to $845.1 million, compared to $678.2 million in the same quarter last year. Sales to commercial customers increased 27%, or $130 million, primarily due to double-digit organic growth across new parts Distribution within the Company's Parts Supply segment and the impact of the Company’s acquisitions of HAECO Americas and ADI. Sales to government customers increased 19% over the same period last year, primarily due to increased order volume for new parts Distribution activities and the impact of ADI’s sales to government customers. Sales to commercial customers were 73% of consolidated sales, compared to 72% in the prior year quarter.
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The Company reported net income of $68.0 million, or $1.71 per diluted share. For the third quarter of the prior year, the Company reported a net loss of $8.9 million, or $0.25 per share. The prior year quarter included a pre-tax charge of $63.7 million associated with the divestiture of the Company’s Landing Gear Overhaul business. Adjusted diluted earnings per share in the third quarter of fiscal year 2026 were $1.25, compared to $0.99 in the third quarter of the prior year.
Selling, general, and administrative expenses were $89.8 million in the current quarter, compared to $61.3 million in the prior year quarter. The prior year quarter included the reversal of a legal charge of $11.1 million related to a Russian court judgment, which we successfully appealed. Acquisition, amortization, and integration expenses were $8.7 million in the quarter, compared to $5.3 million in the prior year quarter.
Operating margins were 7.8% in the quarter, compared to 10.5% in the prior year quarter. Adjusted operating margin increased to 10.2% in the current year quarter from 9.7% in the prior year quarter, primarily as a result of increased volume and profitability in the Company’s new parts Distribution activities.
Net interest expense for the quarter was $17.1 million, compared to $18.1 million last year. Average diluted share count increased from 35.4 million shares in the prior year quarter to 39.5 million shares in the current year quarter primarily due to the Company’s equity offering in the second quarter of fiscal year 2026.
Cash flow provided by operating activities was $74.7 million during the current quarter, compared to cash used in operating activities of $18.7 million in the prior year quarter. As of February 28, 2026, net debt was $816.5 million and net leverage was 2.17x.
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FOURTH QUARTER AND FULL YEAR FY2026 GUIDANCE
The Company is providing the following guidance for the fourth quarter and full year fiscal 2026:
|
Fourth quarter FY2026 As of March 24, 2026 | |
| Total sales growth | 19% - 21% |
| Organic sales growth1 | 6% - 8% |
| Adjusted operating margin | 10.2% - 10.5% |
1 Organic sales growth reflects growth from prior year adjusted organic sales for the relevant period, which excludes Landing Gear sales and impact of acquisitions completed in FY2026.
| Full year FY2026 | ||
|
Prior As of January 6, 2026 |
Current As of March 24, 2026 | |
| Total sales growth | Approaching 17% | ~19% |
| Organic sales growth1 | Approaching 11% | ~12% |
Conference call information
On Tuesday, March 24, 2026, at 4 p.m. Central time, AAR will hold a conference call to discuss the results. A listen-only webcast and slides can be accessed at https://edge.media-server.com/mmc/p/8n3xaah2. Participants may join via phone by registering at https://register-conf.media-server.com/register/BI0f6731dbbd854a97a0fbedce9ab66e73. Once registered, participants will receive a dial-in number and a unique PIN that will allow them to access the call.
A replay of the conference call will be available for on-demand listening shortly after the completion of the call at the webcast link and will remain available for approximately one year.
The slides are also available on AAR’s website at https://www.aarcorp.com/en/investors/quarterly-results/.
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/.
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Contact: Chris Tillett – Investor Relations | +1-630-227-5830 | investors@aarcorp.com
This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which reflect management’s expectations about future conditions, including, but not limited to, our fourth quarter and full year FY2026 guidance, execution of strategies, continued demand in the commercial and government aviation markets; market position; anticipated activities and benefits related to new or expanding business relationships; expected contributions and synergies related to acquisitions; expansion of capabilities and operational footprint; opportunities for margin improvement through operations, integration activities and other efficiency initiatives; and continued sales and margin growth, earnings performance, debt management, and capital allocation.
Forward-looking statements often address our expected future operating and financial performance and financial condition, or targets, goals, commitments, and other business plans, and often 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 the beliefs of Company management, as well as assumptions and estimates based on information available to the Company as of the dates such assumptions 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, depending 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 sales to the U.S. government and its contractors; (iv) cost overruns and losses on fixed-price contracts; (v) nonperformance by subcontractors or suppliers; (vi) our ability to manage our operational footprint; (vii) a reduction in outsourcing of maintenance activity by airlines; (viii) a shortage of skilled personnel or work stoppages; (ix) competition from other companies; (x) financial, operational and legal risks arising as a result of operating internationally; (xi) inability to integrate acquisitions effectively and execute operational and financial plans related to the acquisitions; (xii) failure to realize the anticipated benefits of acquisitions; (xiii) circumstances associated with divestitures; (xiv) inability to recover costs due to fluctuations in market values for aviation products and equipment; (xv) cyber or other security threats or disruptions; (xvi) a need to make significant capital expenditures to keep pace with technological developments in our industry; (xvii) restrictions on use of intellectual property and tooling important to our business; (xviii) inability to fully execute our stock repurchase program and return capital to stockholders; (xix) limitations on our ability to access the debt and equity capital markets or to draw down funds under loan agreements; (xx) our ability to manage our debt; (xxi) non-compliance with restrictive and financial covenants contained in our debt and loan agreements; (xxii) 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 (xxiii) exposure to product liability and property claims that may be in excess of our liability insurance coverage. 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.
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. Securities and Exchange Commission. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The risks described in these reports are not the only risks we face, as additional risks and uncertainties are not currently known or foreseeable or impossible to predict accurately or risks that are beyond the Company’s control or deemed immaterial may materially adversely affect our business, financial condition or results of operations in future periods. We assume 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.
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AAR CORP. and subsidiaries
| Condensed consolidated statements of operations (In millions except per share data - unaudited) |
Three months ended February 28, | Nine months ended February 28, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales | $ | 845.1 | $ | 678.2 | $ | 2,380.0 | $ | 2,026.0 | ||||||||
| Cost of sales | 690.4 | 546.5 | 1,934.7 | 1,648.5 | ||||||||||||
| Gross profit | 154.7 | 131.7 | 445.3 | 377.5 | ||||||||||||
| Provision for (Recovery of) credit losses | 0.5 | (0.2 | ) | 2.2 | (0.3 | ) | ||||||||||
| Selling, general, and administrative | 89.8 | 61.3 | 249.7 | 270.3 | ||||||||||||
| Earnings from joint ventures | 1.4 | 0.5 | 4.3 | 4.7 | ||||||||||||
| Operating income | 65.8 | 71.1 | 197.7 | 112.2 | ||||||||||||
| Bargain purchase gain | 35.7 | –– | 35.7 | –– | ||||||||||||
| Gain on sale of headquarters building | 9.8 | –– | 9.8 | –– | ||||||||||||
| Gain (Loss) related to sale and exit of businesses, net | (0.4 | ) | (64.0 | ) | 0.2 | (65.3 | ) | |||||||||
| Interest expense, net | (17.1 | ) | (18.1 | ) | (54.2 | ) | (55.2 | ) | ||||||||
| Other expense, net | (0.7 | ) | (0.1 | ) | (1.0 | ) | (0.4 | ) | ||||||||
| Income (Loss) before income tax expense (benefit) | 93.1 | (11.1 | ) | 188.2 | (8.7 | ) | ||||||||||
| Income tax expense (benefit) | 25.1 | (2.2 | ) | 51.2 | 12.8 | |||||||||||
| Net income (loss) | $ | 68.0 | $ | (8.9 | ) | $ | 137.0 | $ | (21.5 | ) | ||||||
| Earnings (Loss) per share – Basic | $ | 1.72 | $ | (0.25 | ) | $ | 3.61 | $ | (0.61 | ) | ||||||
| Earnings (Loss) per share – Diluted | $ | 1.71 | $ | (0.25 | ) | $ | 3.59 | $ | (0.61 | ) | ||||||
| Share data used for earnings (loss) per share: | ||||||||||||||||
| Weighted average shares outstanding – Basic | 39.3 | 35.4 | 37.8 | 35.4 | ||||||||||||
| Weighted average shares outstanding – Diluted | 39.5 | 35.4 | 38.0 | 35.4 | ||||||||||||
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AAR CORP. and subsidiaries
| Condensed consolidated balance sheets (In millions) |
February 28, 2026 | May 31, 2025 | ||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 78.5 | $ | 96.5 | ||||
| Restricted cash | 21.6 | 12.7 | ||||||
| Accounts receivable, net | 426.2 | 354.8 | ||||||
| Contract assets | 142.3 | 140.3 | ||||||
| Inventories, net | 958.2 | 809.2 | ||||||
| Other current assets | 136.9 | 97.1 | ||||||
| Total current assets | 1,763.7 | 1,510.6 | ||||||
| Property, plant, and equipment, net | 163.2 | 158.5 | ||||||
| Goodwill and intangible assets, net | 840.9 | 750.4 | ||||||
| Rotable assets supporting long-term programs | 188.0 | 172.4 | ||||||
| Operating lease right-of-use assets, net | 192.8 | 93.3 | ||||||
| Other non-current assets | 183.9 | 159.4 | ||||||
| Total assets | $ | 3,332.5 | $ | 2,844.6 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Accounts payable | $ | 324.0 | $ | 303.1 | ||||
| Other current liabilities | 329.0 | 251.6 | ||||||
| Total current liabilities | 653.0 | 554.7 | ||||||
| Long-term debt | 888.3 | 968.0 | ||||||
| Operating lease liabilities | 91.4 | 79.6 | ||||||
| Other non-current liabilities | 56.4 | 30.7 | ||||||
| Total liabilities | 1,689.1 | 1,633.0 | ||||||
| Equity | 1,643.4 | 1,211.6 | ||||||
| Total liabilities and equity | $ | 3,332.5 | $ | 2,844.6 | ||||
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AAR CORP. and subsidiaries
Condensed consolidated statements of cash flows (In millions – unaudited) | Three months ended February 28, | Nine months ended February 28, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cash flows provided by (used in) operating activities: | ||||||||||||||||
| Net income (loss) | $ | 68.0 | $ | (8.9 | ) | $ | 137.0 | $ | (21.5 | ) | ||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||||||||||||||||
| Depreciation and amortization | 21.0 | 14.7 | 53.5 | 43.5 | ||||||||||||
| Stock-based compensation expense | 3.7 | 5.6 | 13.3 | 15.6 | ||||||||||||
| Bargain purchase gain | (35.7 | ) | –– | (35.7 | ) | –– | ||||||||||
| Gain on sale of building | (9.8 | ) | –– | (9.8 | ) | –– | ||||||||||
| Impairment charge | –– | 63.0 | –– | 63.0 | ||||||||||||
| Changes in certain assets and liabilities: | ||||||||||||||||
| Accounts receivable | (24.5 | ) | (8.9 | ) | (35.1 | ) | (42.2 | ) | ||||||||
| Contract assets | 10.5 | (10.6 | ) | 14.2 | (37.8 | ) | ||||||||||
| Inventories | (47.2 | ) | (19.2 | ) | (65.5 | ) | (76.6 | ) | ||||||||
| Other current assets | 4.4 | (8.1 | ) | (23.9 | ) | (12.9 | ) | |||||||||
| Rotable assets supporting long-term programs | 19.0 | (12.1 | ) | (25.6 | ) | (24.2 | ) | |||||||||
| Accounts payable and accrued liabilities | 53.7 | (31.1 | ) | 25.1 | 71.5 | |||||||||||
| Other | 11.6 | (3.1 | ) | (4.1 | ) | 6.3 | ||||||||||
| Net cash provided by (used in) operating activities | 74.7 | (18.7 | ) | 43.4 | (15.3 | ) | ||||||||||
| Cash flows used in investing activities: | ||||||||||||||||
| Property, plant, and equipment expenditures | (8.5 | ) | (8.5 | ) | (24.6 | ) | (24.7 | ) | ||||||||
| Proceeds from sale of building | 24.8 | 4.7 | 24.8 | 4.7 | ||||||||||||
| Acquisitions, net of cash acquired | (0.4 | ) | –– | (222.0 | ) | 2.9 | ||||||||||
| Hangar expansion activity, net | (24.0 | ) | 0.5 | (24.5 | ) | (1.6 | ) | |||||||||
| Other | (6.6 | ) | (0.4 | ) | (5.5 | ) | 1.8 | |||||||||
| Net cash used in investing activities | (14.7 | ) | (3.7 | ) | (251.8 | ) | (16.9 | ) | ||||||||
| Cash flows provided by (used in) financing activities: | ||||||||||||||||
| Short-term borrowings (repayments) on Revolving Credit Facility, net | (65.0 | ) | 35.0 | (232.0 | ) | 35.0 | ||||||||||
| Proceeds from equity offering, net | –– | –– | 273.9 | –– | ||||||||||||
| Proceeds from long-term borrowings, net | –– | –– | 153.0 | –– | ||||||||||||
| Other | 8.9 | 5.8 | 4.4 | 2.0 | ||||||||||||
| Net cash provided by (used in) financing activities | (56.1 | ) | 40.8 | 199.3 | 37.0 | |||||||||||
| Increase (Decrease) in cash and cash equivalents | 3.9 | 18.4 | (9.1 | ) | 4.8 | |||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 96.2 | 82.5 | 109.2 | 96.1 | ||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 100.1 | $ | 100.9 | $ | 100.1 | $ | 100.9 | ||||||||
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AAR CORP. and subsidiaries
Third-party sales by segment (In millions - unaudited) | Three months ended February 28, | Nine months ended February 28, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Parts Supply | $ | 392.5 | $ | 270.7 | $ | 1,063.9 | $ | 794.1 | ||||||||
| Repair & Engineering | 265.3 | 215.9 | 724.4 | 662.3 | ||||||||||||
| Integrated Solutions | 167.8 | 162.9 | 528.6 | 495.2 | ||||||||||||
| Expeditionary Services | 19.5 | 28.7 | 63.1 | 74.4 | ||||||||||||
| $ | 845.1 | $ | 678.2 | $ | 2,380.0 | $ | 2,026.0 | |||||||||
Operating income (loss) by segment (In millions- unaudited) | Three months ended February 28, | Nine months ended February 28, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Parts Supply | $ | 50.7 | $ | 45.4 | $ | 132.5 | $ | 107.1 | ||||||||
| Repair & Engineering | 15.1 | 19.0 | 58.2 | 62.9 | ||||||||||||
| Integrated Solutions | 9.4 | 9.6 | 33.0 | 23.8 | ||||||||||||
| Expeditionary Services | 2.8 | 6.4 | 8.2 | 6.9 | ||||||||||||
| 78.0 | 80.4 | 231.9 | 200.7 | |||||||||||||
| Corporate and other | (12.2 | ) | (9.3 | ) | (34.2 | ) | (88.5 | ) | ||||||||
| $ | 65.8 | $ | 71.1 | $ | 197.7 | $ | 112.2 | |||||||||
Adjusted net income, adjusted diluted earnings per share, organic adjusted sales growth, adjusted operating margin, adjusted cash flow used in operating activities, adjusted EBITDA, adjusted EBITDA margin, net debt, and net debt to adjusted EBITDA (net leverage) 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, cash flows, and leverage 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:
| · | Costs associated with U.S. Foreign Corrupt Practices Act (“FCPA”) matters that we self-reported to the U.S. Department of Justice and other agencies, including investigation costs and settlement charges. |
| · | Expenses associated with recent acquisition activity, including professional fees for legal, due diligence, and other acquisition activities, intangible asset amortization (including amortization of favorable lease assets classified within operating lease right-of-use assets), integration costs, bargain purchase gains, and compensation expense related to contingent consideration and retention agreements. |
| · | Legal judgments and reversals related to or impacted by the Russia/Ukraine conflict. |
| · | Contract termination costs and benefits are comprised of gains and losses that are recognized at the time of modifying, terminating, or restructuring certain customer and vendor contracts, including the impact from the U.S. government exercising their termination for convenience in the first quarter of fiscal year 2025 for our Mobility Systems business’s new-generation pallet contract. |
| · | Losses related to our exit from our Indian joint venture, our Landing Gear Overhaul business, and our Composites manufacturing business, including legal fees for the performance guarantee associated with the Composites’ A220 aircraft contract. |
9
Adjusted EBITDA is net income 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, FCPA settlement and investigation costs, certain legal judgments, acquisition, integration, and amortization expenses from recent acquisition activity, headquarters relocation activity, product line exits, and significant customer contract terminations.
The Company is not providing a reconciliation of forward-looking financial measures 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, such as, but not limited to, unusual gains and losses, the ultimate outcome of pending litigation, the impact and timing of potential acquisitions and divestitures, and other structural changes or their probable significance. Each of the adjustments has not occurred, are out of the Company's control and/or cannot be reasonably predicted. For this reason, the Company is unable to address the probable significance of the unavailable information.
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:
| Adjusted net income (In millions - unaudited) |
Three months ended February 28, | Nine months ended February 28, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income (loss) | $ | 68.0 | $ | (8.9 | ) | $ | 137.0 | $ | (21.5 | ) | ||||||
| Acquisition, integration, and amortization expenses | 15.5 | 7.5 | 36.1 | 23.6 | ||||||||||||
| Bargain purchase gain | (35.7 | ) | –– | (35.7 | ) | –– | ||||||||||
| Gain on sale of headquarters building | (9.8 | ) | –– | (9.8 | ) | –– | ||||||||||
| Impairment charge related to product line exit | 4.9 | –– | 4.9 | –– | ||||||||||||
| Loss on equity investments | 0.3 | –– | 0.3 | –– | ||||||||||||
| Loss (Gain) related to sale of business/joint venture, net | 0.4 | 64.0 | (0.2 | ) | 63.2 | |||||||||||
| Severance charges | –– | –– | 1.0 | –– | ||||||||||||
| Government COVID-related subsidy liability reversal | –– | –– | (0.7 | ) | –– | |||||||||||
| FCPA settlement and investigation costs | –– | 1.1 | –– | 65.3 | ||||||||||||
| Russian bankruptcy court judgment (reversal) | –– | (11.1 | ) | –– | (11.1 | ) | ||||||||||
| Contract termination cost (benefit) | –– | (3.0 | ) | –– | 0.2 | |||||||||||
| Tax effect on adjustments (a) | 6.0 | (14.2 | ) | 1.1 | (21.6 | ) | ||||||||||
| Adjusted net income | $ | 49.6 | $ | 35.4 | $ | 134.0 | $ | 98.1 | ||||||||
| (a) | Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the impact of the non-deductible portion of the FCPA settlement charge. |
10
| Adjusted diluted earnings per share (unaudited) | Three months ended February 28, | Nine months ended February 28, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Diluted earnings (loss) per share | $ | 1.71 | $ | (0.25 | ) | $ | 3.59 | $ | (0.61 | ) | ||||||
| Acquisition, integration, and amortization expenses | 0.39 | 0.21 | 0.95 | 0.66 | ||||||||||||
| Bargain purchase gain | (0.90 | ) | –– | (0.94 | ) | –– | ||||||||||
| Gain on sale of headquarters building | (0.25 | ) | –– | (0.26 | ) | –– | ||||||||||
| Impairment charge related to product line exit | 0.12 | –– | 0.13 | –– | ||||||||||||
| Loss on sale of equity investment | 0.01 | –– | 0.01 | –– | ||||||||||||
| Loss (Gain) related to sale of business/joint venture, net | 0.01 | 1.80 | (0.01 | ) | 1.78 | |||||||||||
| Severance charges | –– | –– | 0.03 | –– | ||||||||||||
| Government COVID-related subsidy liability reversal | –– | –– | (0.02 | ) | –– | |||||||||||
| FCPA settlement and investigation costs | –– | 0.03 | –– | 1.84 | ||||||||||||
| Russian bankruptcy court judgment (reversal) | –– | (0.31 | ) | –– | (0.31 | ) | ||||||||||
| Contract termination benefit | –– | (0.09 | ) | –– | –– | |||||||||||
| Tax effect on adjustments (a) | 0.16 | (0.40 | ) | 0.03 | (0.61 | ) | ||||||||||
| Adjusted diluted earnings per share | $ | 1.25 | $ | 0.99 | $ | 3.51 | $ | 2.75 | ||||||||
| (a) | Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the impact of the non-deductible portion of the FCPA settlement charge. |
Adjusted operating margin (In millions - unaudited) | Three months ended | |||||||||||
| February 28, 2026 | November 30, 2025 | February 28, 2025 | ||||||||||
| Sales | $ | 845.1 | $ | 795.3 | $ | 678.2 | ||||||
| Contract termination benefit | –– | –– | (4.0 | ) | ||||||||
| Adjusted sales | $ | 845.1 | $ | 795.3 | $ | 674.2 | ||||||
| Operating income | $ | 65.8 | $ | 67.0 | $ | 71.1 | ||||||
| Acquisition, integration, and amortization expenses | 15.5 | 14.2 | 7.5 | |||||||||
| Impairment charge related to product line exit | 4.9 | –– | –– | |||||||||
| Russian bankruptcy court judgment (reversal) | –– | –– | (11.1 | ) | ||||||||
| Contract termination benefit | –– | –– | (3.0 | ) | ||||||||
| FCPA settlement and investigation costs | –– | –– | 1.1 | |||||||||
| Adjusted operating income | $ | 86.2 | $ | 81.2 | $ | 65.6 | ||||||
| Operating margin | 7.8 | % | 8.4 | % | 10.5 | % | ||||||
| Adjusted operating margin | 10.2 | % | 10.2 | % | 9.7 | % | ||||||
Organic adjusted sales growth for the three months ended February 28, 2026
(unaudited)
| GAAP sales growth | 24.6 | % | ||
| Impact of contract termination benefit | 0.3 | |||
| Impact of Landing Gear Overhaul divestiture | 3.6 | |||
| Impact of acquisitions within the last twelve months | (14.4 | ) | ||
| Organic adjusted sales growth | 14.1 | % |
11
Adjusted cash provided by (used in) operating activities (In millions - unaudited) | Three months ended February 28, | Nine months ended February 28, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cash provided by (used in) operating activities | $ | 74.7 | $ | (18.7 | ) | $ | 43.4 | $ | (15.3 | ) | ||||||
| Amounts outstanding on accounts receivable financing program: | ||||||||||||||||
| Beginning of period | 28.1 | 23.9 | 21.3 | 13.7 | ||||||||||||
| End of period | (28.2 | ) | (20.2 | ) | (28.2 | ) | (20.2 | ) | ||||||||
| Adjusted cash provided by (used in) operating activities | $ | 74.6 | $ | (15.0 | ) | $ | 36.5 | $ | (21.8 | ) | ||||||
Adjusted EBITDA (In millions - unaudited) |
Three months ended February 28, | Nine months ended February 28, | Year ended May 31, | |||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2025 | ||||||||||||||||
| Net income (loss) | $ | 68.0 | $ | (8.9 | ) | $ | 137.0 | $ | (21.5 | ) | $ | 12.5 | ||||||||
| Income tax expense (benefit) | 25.1 | (2.2 | ) | 51.2 | 12.8 | 26.4 | ||||||||||||||
| Other expense, net | 0.7 | 0.1 | 1.0 | 0.4 | 0.3 | |||||||||||||||
| Interest expense, net | 17.1 | 18.1 | 54.2 | 55.2 | 73.6 | |||||||||||||||
| Depreciation and amortization | 20.2 | 14.0 | 51.1 | 41.5 | 55.2 | |||||||||||||||
| Acquisition and integration expenses | 7.5 | 3.5 | 18.0 | 11.7 | 10.8 | |||||||||||||||
| Bargain purchase gain | (35.7 | ) | –– | (35.7 | ) | –– | –– | |||||||||||||
| Gain on sale of headquarters building | (9.8 | ) | –– | (9.8 | ) | –– | –– | |||||||||||||
| Impairment charge related to product line exit | 4.9 | –– | 4.9 | –– | –– | |||||||||||||||
| Losses related to sale of business/joint venture, net | 0.4 | 64.0 | (0.2 | ) | 63.2 | 70.3 | ||||||||||||||
| Severance charges | –– | –– | 1.0 | –– | –– | |||||||||||||||
| Government COVID-related subsidy liability reversal | –– | –– | (0.7 | ) | –– | 0.8 | ||||||||||||||
| FCPA settlement and investigation costs | –– | 1.1 | –– | 65.3 | 65.3 | |||||||||||||||
| Russian bankruptcy court judgment | –– | (11.1 | ) | –– | (11.1 | ) | (11.1 | ) | ||||||||||||
| Contract termination cost (benefit) | –– | (3.0 | ) | –– | 0.2 | 0.2 | ||||||||||||||
| Stock-based compensation | 3.7 | 5.6 | 13.3 | 15.6 | 19.9 | |||||||||||||||
| Adjusted EBITDA | $ | 102.1 | $ | 81.2 | $ | 285.3 | $ | 233.3 | $ | 324.2 | ||||||||||
| Net income margin | 8.0 | % | (1.3 | )% | ||||||||||||||||
| Adjusted EBITDA margin | 12.1 | % | 12.0 | % | ||||||||||||||||
12
Net debt (In millions - unaudited) | February 28, 2026 | February 28, 2025 | ||||||
| Total debt | $ | 895.0 | $ | 1,032.0 | ||||
| Less: Cash and cash equivalents | (78.5 | ) | (84.4 | ) | ||||
| Net debt | $ | 816.5 | $ | 947.6 | ||||
Net debt to adjusted EBITDA (In millions - unaudited) |
||||
| Adjusted EBITDA for the year ended May 31, 2025 | $ | 324.2 | ||
| Less: Adjusted EBITDA for the nine months ended February 28, 2025 | (233.3 | ) | ||
| Plus: Adjusted EBITDA for the nine months ended February 28, 2026 | 285.3 | |||
| Adjusted EBITDA for the twelve months ended February 28, 2026 | $ | 376.2 | ||
| Net debt at February 28, 2026 | $ | 816.5 | ||
| Net debt to Adjusted EBITDA | 2.17 | |||
13
Exhibit 99.2
Third Quarter Fiscal Year 2026 Earnings Call March 24, 2026
Note : All results and expectations in the presentation reflect continuing operations unless otherwise noted . This presentation contain s 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 , including, but not limited to, our fourth quarter and full year FY 2026 guidance, continued demand in the commercial and government aviation markets, anticipated activities and benefits under extended, expanded and new services, supply and distribution agreements, contributions from our acquisitions, production efficiencies in our hangars and progress on hangar expansions, continued sales growth, margin expansion, debt management, capital allocation and expenses . 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 assumptions 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, depending 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 sales to the U . S . government and its contractors ; (iv) cost overruns and losses on fixed - price contracts ; (v) nonperformance by subcontractors or suppliers ; (vi) our ability to manage our operational footprint ; (vii) a reduction in outsourcing of maintenance activity by airlines ; (viii) a shortage of skilled personnel or work stoppages ; (ix) competition from other companies ; (x) financial, operational and legal risks arising as a result of operating internationally ; (xi) inability to integrate acquisitions effectively and execute operational and financial plans related to the acquisitions ; (xii) failure to realize the anticipated benefits of acquisitions ; (xiii) circumstances associated with divestitures ; (xiv) inability to recover costs due to fluctuations in market values for aviation products and equipment ; (xv) cyber or other security threats or disruptions ; (xvi) a need to make significant capital expenditures to keep pace with technological developments in our industry ; (xvii) restrictions on use of intellectual property and tooling important to our business ; (xviii) inability to fully execute our stock repurchase program and return capital to stockholders ; (xix) limitations on our ability to access the debt and equity capital markets or to draw down funds under loan agreements ; (xx) our ability to manage our debt ; (xxi) non - compliance with restrictive and financial covenants contained in our debt and loan agreements ; (xxii) 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 (xxiii) exposure to product liability and property 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 incorrect, actual results may vary materially from those described . For a discussion of these and other risks and uncertainties, refer to our Annual Report on Form 10 - K, Part I, “Item 1 A, Risk Factors” and our other filings filed from time to time with the U . S . Securities and Exchange Commission . These events and uncertainties are difficult or impossible to predict accurately and many are beyond our control . The risks described in these reports are not the only risks we face, as additional risks and uncertainties are not currently known or foreseeable or impossible to predict accurately or risks that are beyond our control or deemed immaterial may materially adversely affect our business, financial condition or results of operations in future periods . We assume 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 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 most directly comparable GAAP financial measures . Unless otherwise noted, the statements made and the information provided in this presentation are as of March 24 , 2026 . Forward - looking Statements © 2026 AAR CORP. All rights reserved worldwide 2
Q3 Key Messages © 2026 AAR CORP. All rights reserved worldwide 3 1 More focused business model is delivering stronger, more durable results in commercial and government end markets 2 Total sales +25%, adj. operating income +31%, adj. EBITDA +26%, and adj. EPS +26% year - over - year in Q3 3 Continuing to execute across key initiatives advancing our strategic priorities 4 Maintaining a strong balance sheet and disciplined approach to capital allocation, supported by Q3 cash flow performance
Optimized Portfolio Driving Growth and Profitability Q3 Highlights © 2026 AAR CORP. All rights reserved worldwide 4 See Appendix for reconciliation of Non - GAAP financial measures. +25% Adjusted Sales growth +26% Adjusted EBITDA growth +26% Adjusted EPS growth Q3 RESULTS • New parts Distribution +36% organic revenue growth • New parts Distribution to government customers +55% • ADI outpacing expectations, reporting accretive adj. operating margins in the quarter Parts Supply • Completed OKC hangar capacity expansion; began aircraft inductions in early March • New wins for Component MRO work with key U.S. carriers • HAECO Americas integration progressing ahead of schedule; announced A - R - T acquisition on track, expected closing Q4 FY26 Repair & Engineering • Trax signed multi - year contract extension with Air Atlanta Icelandic • Trax - Delta implementation continuing to ramp Integrated Solutions • Recently awarded new multi - year contracts with U.S. Air Force to repair and build new pallets worth up to $450M Expeditionary Services As compared to Q3 FY2025
AAR Results © 2026 AAR CORP. All rights reserved worldwide 5 Consolidated Sales: 73% commercial; 27% government / defense. See Appendix for reconciliation of Non - GAAP financial measures. $0.99 $1.25 Q3 FY25 Q3 FY26 Adj. EPS $674.2 $845.1 Q3 FY25 Q3 FY26 Adj. Sales (M) $65.6 $86.2 Q3 FY25 Q3 FY26 Adj. Op. Income (M) & Margin (%) $81.2 $102.1 Q3 FY25 Q3 FY26 Adj. EBITDA (M) & Margin (%) +25% +26% +31% +26% 12.0% 12.1% 9.7% 10.2% +10bps +50bps Q3 Sales and Profitability
$34.3 $53.6 Q3 FY25 Q3 FY26 Q3 Sales and Profitability Parts Supply See Appendix for reconciliation of Non - GAAP financial measures. Sales (M) Adj. EBITDA (M) & Margin (%) Commercial Government / Defense $36.8 $58.5 Q3 FY25 Q3 FY26 • Above - market sales growth in new parts Distribution • +36% new parts Distribution organic growth • +55% organic growth in new parts Distribution sales to government customers • Expanded margins driven by volume growth and mix shift toward higher margin activities Adj. Op. Income (M) & Margin (%) © 2026 AAR CORP. All rights reserved worldwide 6 +45% +59% 13.6% 14.9% +56% 12.7% 13.7% +130bps +100bps $270.7 $392.5 Q3 FY25 Q3 FY26
$23.9 $25.6 Q3 FY25 Q3 FY26 Q3 Sales and Profitability Repair & Engineering See Appendix for reconciliation of Non - GAAP financial measures. Sales (M) Adj. EBITDA (M) & Margin (%) Commercial Government / Defense $27.9 $29.3 Q3 FY25 Q3 FY26 • Strategic Component MRO wins with major U.S. and international carriers • Completed expansion and began aircraft inductions at OKC hangar; MIA progressing on plan • HAECO dilutive to segment adj. margins in near - term as expected, with integration plan ahead of schedule © 2026 AAR CORP. All rights reserved worldwide 7 +23% +5% 12.9% 11.0% +7% 11.1% 9.6% (190bps) (150bps) $215.9 $265.3 Q3 FY25 Q3 FY26 Adj. Op. Income (M) & Margin (%)
$12.4 $15.5 Q3 FY25 Q3 FY26 Q3 Sales and Profitability Integrated Solutions See Appendix for reconciliation of Non - GAAP financial measures. Sales (M) Adj. EBITDA (M) & Margin (%) Commercial Government / Defense $16.2 $19.1 Q3 FY25 Q3 FY26 • Trax delivered strong recurring revenue growth and margin growth • Favorable Government Programs mix towards higher margin activities © 2026 AAR CORP. All rights reserved worldwide 8 +3% +18% 9.9% 11.4% +25% 7.6% 9.2% +150bps +160bps $162.9 $167.8 Q3 FY25 Q3 FY26 Adj. Op. Income (M) & Margin (%)
Balance Sheet Highlights See Appendix for calculation of net leverage and reconciliation of Non - GAAP financial measures. Q3 FY26 ending net leverage of 2.17x Q3 FY26 net debt outstanding $817M 3.06 2.72 2.82 2.49 2.17 Q3 FY25 Q4 FY25 Q1 FY26 Q2 FY26 Q3 FY26 Net Leverage Target net leverage 2.0 2.5 © 2026 AAR CORP. All rights reserved worldwide 9 Q3 FY26 Cash from Operations $75M
Q4 and FY2026 Outlook 1 Organic sales growth reflects growth from prior year adjusted organic sales for the relevant period, which excludes Landing G ear sales and impact of acquisitions in FY26. Total adj. sales growth 19 % – 21% Organic adj. sales growth 1 6 % – 8% Adjusted operating margin 10.2 % – 10.5% Q4 FY26 GUIDANCE Organic sales g rowth 1 Approaching 11% FY2026 GUIDANCE ~12% Prior as of Jan 6, 2026 Current as of Mar 24, 2026 © 2026 AAR CORP. All rights reserved worldwide 10 Estimated tax rate 28% Total sales g rowth ~19 % Approaching 17 %
AAR Investor Day 2026 © 2026 AAR CORP. All rights reserved worldwide 11 May 12, 2026 – New York, NY Showcasing AAR’s repositioned portfolio , focused strategy , and differentiated culture .
© 2026 AAR CORP. All rights reserved worldwide. 12 Appendix
© 2026 AAR CORP. All rights reserved worldwide 13 This presentation includes financial results for the Company with respect to adjusted sales, adjusted diluted earnings per share, adjusted EBITDA , adjusted operating income, adjusted EBITDA margin, and net leverage which 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 actual operating performance unaffected by the impact of certain items . 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 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 net income (loss) 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, FCPA investigation settlement and related 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 provide tables that reconcile the above - mentioned non - GAAP financial measures to the most directly comparable GAAP financial measures in the Appendix at the end of this presentation . The Company is not providing a reconciliation of forward - looking adjusted operating margin 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, such as, but not limited to, unusual gains and losses, the ultimate outcome of pending litigation, the impact and timing of potential acquisitions and divestitures, and other structural changes or their probable significance . Each of the adjustments has not occurred, are out of the Company’s control and/or cannot be reasonably predicted . For this reason, the Company is unable to address the probable significance of the unavailable information . Non - GAAP Financial Measures
Adjusted diluted earnings per share © 2026 AAR CORP. All rights reserved worldwide 14 Non - GAAP Financial Measures Q3 FY26 Q3 FY25 Diluted earnings (loss) per share $1.71 ($0.25) Acquisition, integration, and amortization expenses 0.39 0.21 Bargain purchase gain (0.90) Gain on sale of headquarters building (0.25) Impairment charge related to product line exit 0.12 Loss on sale of equity investment 0.01 Losses related to sale of business/joint venture 0.01 1.80 FCPA settlement and investigation costs - 0.03 Russian bankruptcy court judgment (reversal) - (0.31) Contract termination benefit - (0.09) Tax effect on adjustments (a) 0.16 (0.40) Adjusted diluted earnings per share $1.25 $0.99 (a) Calculation uses estimated statutory tax rates on non-GAAP adjustments.
Adjusted operating income, operating margin, EBITDA, and EBITDA margin © 2024 AAR CORP. All rights reserved worldwide. 15 © 2026 AAR CORP. All rights reserved worldwide Non - GAAP Financial Measures Q3 FY26 Q3 FY25 Parts Repair & Integrated Expeditionary Corporate Parts Repair & Integrated Expeditionary Corporate ($ in millions) Supply Engineering Solutions Services & Other Consolidated Supply Engineering Solutions Services & Other Consolidated Sales $392.5 $265.3 $167.8 $19.5 $0.0 $845.1 $270.7 $215.9 $162.9 $28.7 $0.0 $678.2 Operating income (loss) 50.7 15.1 9.4 2.8 (12.2) 65.8 45.4 19.0 9.6 6.4 (9.3) 71.1 Operting income margin 12.9% 5.7% 5.6% 14.4% NA 7.8% 16.8% 8.8% 5.9% 22.3% NA 10.5% Sales $392.5 $265.3 $167.8 $19.5 $0.0 $845.1 $270.7 $215.9 $162.9 $28.7 $0.0 $678.2 Contract termination benefit - - - - - - - - - (4.0) - (4.0) Adjusted sales $392.5 $265.3 $167.8 $19.5 $0.0 $845.1 $270.7 $215.9 $162.9 $24.7 $0.0 $674.2 Operating income (loss) 50.7 15.1 9.4 2.8 (12.2) $65.8 45.4 19.0 9.6 6.4 (9.3) $71.1 Acquisition, integration & amortization expenses 2.9 10.5 1.2 - 0.9 15.5 - 4.9 2.8 - (0.2) 7.5 Impairment charge related to product line exit - - 4.9 - - 4.9 - - - - - - Russian bankruptcy court judgment (reversal) - - - - - - (11.1) - - - - (11.1) Contract termination benefit - - - - - - - - - (3.0) - (3.0) FCPA settlement and Investigation costs - - - - - - - - - - 1.1 1.1 Adjusted operating income $53.6 $25.6 $15.5 $2.8 ($11.3) $86.2 $34.3 $23.9 $12.4 $3.4 ($8.4) $65.6 Adjusted operating margin 13.7% 9.6% 9.2% 14.4% NA 10.2% 12.7% 11.1% 7.6% 13.8% NA 9.7% Operating income (loss) $50.7 $15.1 $9.4 $2.8 ($12.2) $65.8 $45.4 $19.0 $9.6 $6.4 ($9.3) $71.1 Depreciation and amortization 7.0 7.6 4.2 0.4 1.0 20.2 1.9 6.5 4.2 0.4 1.0 14.0 Stock-based compensation 0.7 0.2 0.6 - 2.2 3.7 0.6 0.6 0.5 - 3.9 5.6 Acquisition and integration expenses 0.1 6.4 - - 1.0 7.5 - 1.8 1.9 - (0.2) 3.5 Impairment charge related to product line exit - - 4.9 - - 4.9 - - - - - - Russian bankruptcy court judgment (reversal) - - - - - - (11.1) - - - - (11.1) Contract termination benefit - - - - - - - - - (3.0) - (3.0) FCPA settlement and Investigation costs - - - - - - - - - - 1.1 1.1 Adjusted EBITDA $58.5 $29.3 $19.1 $3.2 ($8.0) $102.1 $36.8 $27.9 $16.2 $3.8 ($3.5) $81.2 Adjusted EBITDA margin 14.9% 11.0% 11.4% 16.4% NA 12.1% 13.6% 12.9% 9.9% 15.4% NA 12.0%
Trailing twelve months Adjusted EBITDA © 2024 AAR CORP. All rights reserved worldwide. 16 © 2026 AAR CORP. All rights reserved worldwide Non - GAAP Financial Measures Full ($ in millions) Q4 Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q3 FY25 Q1 FY26 Q2 FY26 Q3 FY26 Net income (loss) $9.1 $18.0 ($30.6) ($8.9) $34.0 $12.5 $34.4 $34.6 $68.0 ($12.4) $28.9 $94.1 $171.0 Income tax expense (benefit) 4.5 6.9 8.1 (2.2) 13.6 26.4 12.6 13.5 25.1 17.3 32.1 37.5 64.8 Other expense (income), net 0.1 0.1 0.2 0.1 (0.1) 0.3 0.1 0.2 0.7 0.5 0.3 0.3 0.9 Interest expense, net 18.7 18.3 18.8 18.1 18.4 73.6 18.5 18.6 17.1 73.9 73.8 73.6 72.6 Depreciation and amortization 15.3 13.5 14.0 14.0 13.7 55.2 13.8 17.1 20.2 56.8 55.5 58.6 64.8 Acquisition and integration expenses 14.6 5.0 3.2 3.5 (0.9) 10.8 2.4 8.1 7.5 26.3 8.2 13.1 17.1 Bargain purchase gain - - - - - - - - (35.7) - - - (35.7) Gain on sale of headquarters building - - - - - - - - (9.8) - - - (9.8) Impairment charge related to product line exit - - - - - - - - 4.9 4.9 Loss (Gain) related to sale of business/joint venture, net 0.2 (1.3) 0.5 64.0 7.1 70.3 (0.7) 0.1 0.4 63.4 70.9 70.5 6.9 Severance charges 0.5 - - - - - 1.0 - - 0.5 1.0 1.0 1.0 Government COVID-related subsidy liability (reversal) - - - - 0.8 0.8 (0.7) - - - 0.1 0.1 0.1 Russian bankruptcy court judgment (reversal) - - (11.1) - (11.1) - - - (11.1) (11.1) (11.1) - Contract termination cost (benefit) 4.8 3.2 - (3.0) - 0.2 - - - 5.0 (3.0) (3.0) - FCPA settlement, investigation and remediation costs 4.8 5.0 59.2 1.1 - 65.3 - - - 70.1 60.3 1.1 - Stock-based compensation 3.8 5.0 5.0 5.6 4.3 19.9 5.3 4.3 3.7 19.4 20.2 19.5 17.6 Adjusted EBITDA $76.4 $73.7 $78.4 $81.2 $90.9 $324.2 $86.7 $96.5 $102.1 $309.7 $337.2 $355.3 $376.2 FY24 FY25 FY26 Twelve months ended
Net Leverage © 2024 AAR CORP. All rights reserved worldwide. 17 © 2026 AAR CORP. All rights reserved worldwide ($ in millions) Q3 Q4 Q1 Q2 Q3 Total debt $1,032.0 $977.0 $1,030.0 $960.0 $895.0 Less: cash and cash equivalents (84.4) (96.5) (80.0) (75.6) (78.5) Net debt $947.6 $880.5 $950.0 $884.4 $816.5 Adjusted EBITDA for the twelve months ended $309.7 $324.2 $337.2 $355.3 $376.2 Net debt to Adjusted EBITDA 3.06x 2.72x 2.82x 2.49x 2.17x FY25 FY26
FAQ
How did AAR CORP. (AIR) perform financially in Q3 FY2026?
What drove AAR CORP.’s revenue growth in the third quarter of FY2026?
How did AAR CORP.’s margins and earnings change in Q3 FY2026?
What is AAR CORP.’s updated FY2026 guidance as of March 24, 2026?
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