AAR (NYSE: AIR) to wind down Legacy Commercial Programs unit over 3–4 years
Rhea-AI Filing Summary
AAR CORP. is reorganizing its business into four operating segments and plans to wind down its Legacy Commercial Programs unit over roughly three to four years.
The new segments are Parts Supply; Repair, Engineering, and Software; Government Solutions; and Legacy Commercial Programs. For the twelve months ended February 28, 2026, Legacy Commercial Programs generated $252.4 million in sales, a GAAP operating loss of $0.2 million, and adjusted operating income of $5.0 million, with net assets of about $160 million as of that date. Management states the business requires significant asset pools and no longer meets capital return thresholds. AAR expects periodic gains as it divests related assets and plans to redeploy employees to other growth areas. The company’s fiscal 2026 guidance and consolidated financial statements remain unchanged, and historical results are recast to the new structure for comparability.
Positive
- None.
Negative
- None.
Insights
AAR exits a low-return segment while keeping 2026 guidance intact.
AAR CORP. is realigning into four segments and gradually winding down its Legacy Commercial Programs business, which produced $252.4 million of sales but a small GAAP operating loss over the last twelve months to February 28, 2026.
Management cites high asset intensity and subpar capital returns, with net assets of about $160 million tied to this segment. They expect periodic gains as assets are sold and intend to redeploy staff into higher-growth initiatives, aiming for a simpler model with higher margins and returns.
The company affirms that fiscal 2026 guidance and consolidated financials are unchanged, so the move appears more strategic than near-term financial. Investors will likely focus on how quickly AAR converts these assets and whether segment margins improve under the new structure.
8-K Event Classification
Key Figures
Key Terms
Legacy Commercial Programs financial
segment realignment financial
non-GAAP financial measures financial
Adjusted EBITDA financial
power-by-the-hour financial
chief operating decision maker financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 7.01 | Regulation FD Disclosure. |
On May 6, 2026, AAR CORP. (the “Company”) announced a change to its operating segments and the wind-down of its Commercial Programs business.
During the fourth quarter of fiscal 2026, our chief operating decision maker (“CODM”) implemented changes in how he organizes the business, allocates resources, and assesses performance. Specifically, the business units within our Integrated Solutions segment have been realigned, resulting in the following changes:
| · | Combine our Government Programs activities and our Mobility business, previously reported as Expeditionary Services, into a new operating segment named Government Solutions; | |
| · | Re-position our software platform, including Trax and Airinmar, to our Repair & Engineering segment, which is renamed Repair, Engineering, and Software; and | |
| · | Legacy Commercial Programs, the remaining business unit within the Integrated Solutions segment, will be separately reported as its own operating segment. |
Beginning with the fourth quarter of fiscal 2026, we will report under this new structure using the following four operating segments:
| · | Parts Supply, primarily consisting of distribution of new parts and sales of used serviceable material, including aircraft, engine and airframe parts and components; | |
| · | Repair, Engineering, and Software, primarily consisting of our maintenance, repair, and overhaul services across airframes, or Airframe MRO, and components, or Component MRO, and our software platform, including Trax and Airinmar; | |
| · | Government Solutions, primarily consisting of our fleet management and operations of customer-owned aircraft, customized performance-based supply chain logistics programs in support of the U.S. Department of Defense, the U.S. Department of State and foreign governments and activities supporting the movement of equipment and personnel by the U.S. and foreign governments with sales derived from the engineering, design, integration, manufacture, and repair of pallets, shelters, and containers; and | |
| · | Legacy Commercial Programs, primarily consisting of power-by-the-hour and repair-by-the-hour component pool and repair support and consumable and expendable inventory programs for commercial airlines. |
These changes will be initially reflected in our consolidated financial statements in our Annual Report on Form 10-K for the year ending May 31, 2026.
The Company is issuing this Current Report on Form 8-K to provide investors with segment summary historical financial information that is consistent with its new operating segment structure. The schedules in Exhibit 99.1 furnished with this Current Report on Form 8-K provide certain recast historical unaudited summary financial information under our new operating segment structure for fiscal years 2024 and 2025 and for certain previously reported quarters in fiscal years 2025 and 2026. Copies of the Company’s related press release and supplemental slide presentation are furnished hereto as Exhibit 99.2 and Exhibit 99.3, respectively.
The information included in this Current Report on Form 8-K in no way amends or restates the Company's previously reported consolidated financial statements for any period and is presented for information purposes only. It does not change the Company's previously reported total assets, liabilities or shareholders' equity or its reported net income (loss) or earnings (loss) per share, nor does it reflect any subsequent information or events, other than as required to reflect the change in operating segments as described above. This information should be read in conjunction with the Company's previously filed reports.
Exhibit 99.1 includes non-GAAP historical unaudited summary financial information under our new operating segment structure for certain quarters in fiscal years 2025 and 2026. Adjusted sales, adjusted operating income, adjusted operating margin, adjusted EBITDA, and adjusted EBITDA 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. These non-GAAP financial measures also 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.
The information in this Item 7.01 and Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | AAR CORP. Unaudited Summary Financial Information by Segment | |
| 99.2 | Press Release issued by AAR CORP. dated May 6, 2026 | |
| 99.3 | Slide Presentation issued by AAR CORP. dated May 6, 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: May 6, 2026 | ||
| AAR CORP. | ||
| By: | ||
| /s/ DYLAN WOLIN | ||
| Dylan Wolin | ||
| Senior Vice President and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Exhibit 99.1
AAR CORP.
Unaudited Summary GAAP Financial Information
Dollars in millions
| Three months ended | ||||||||||||||||
| August 31, 2024 | November 30, 2024 | February 28, 2025 | May 31, 2025 | |||||||||||||
| Third-Party Sales: | ||||||||||||||||
| Parts Supply | $ | 249.7 | $ | 273.7 | $ | 270.7 | $ | 305.5 | ||||||||
| Repair, Engineering, and Software | 229.3 | 240.3 | 228.7 | 232.7 | ||||||||||||
| Government Solutions | 121.4 | 110.9 | 121.6 | 141.5 | ||||||||||||
| Legacy Commercial Programs | 61.3 | 61.2 | 57.2 | 74.8 | ||||||||||||
| $ | 661.7 | $ | 686.1 | $ | 678.2 | $ | 754.5 | |||||||||
| Three months ended | ||||||||||||||||
| August 31, 2025 | November 30, 2025 | February 28, 2026 |
||||||||||||||
| Third-Party Sales: | ||||||||||||||||
| Parts Supply | $ | 317.8 | $ | 353.6 | $ | 392.5 | ||||||||||
| Repair, Engineering, and Software | 226.4 | 257.7 | 282.3 | |||||||||||||
| Government Solutions | 133.9 | 123.5 | 114.7 | |||||||||||||
| Legacy Commercial Programs | 61.5 | 60.5 | 55.6 | |||||||||||||
| $ | 739.6 | $ | 795.3 | $ | 845.1 | |||||||||||
| Year ended | ||||||||||||||||
| May 31, 2024 | May 31, 2025 | |||||||||||||||
| Third-Party Sales: | ||||||||||||||||
| Parts Supply | $ | 967.0 | $ | 1,099.6 | ||||||||||||
| Repair, Engineering, and Software | 681.3 | 931.0 | ||||||||||||||
| Government Solutions | 451.7 | 495.4 | ||||||||||||||
| Legacy Commercial Programs | 218.9 | 254.5 | ||||||||||||||
| $ | 2,318.9 | $ | 2,780.5 | |||||||||||||
| Three months ended | ||||||||||||||||
| August 31, 2024 | November 30, 2024 | February 28, 2025 | May 31, 2025 | |||||||||||||
| Operating income: | ||||||||||||||||
| Parts Supply | $ | 30.1 | $ | 31.6 | $ | 45.4 | $ | 49.7 | ||||||||
| Repair, Engineering, and Software | 20.3 | 22.8 | 19.7 | 21.2 | ||||||||||||
| Government Solutions | 3.6 | 6.7 | 13.2 | 11.6 | ||||||||||||
| Legacy Commercial Programs | 3.2 | 2.0 | 2.1 | 1.3 | ||||||||||||
| 57.2 | 63.1 | 80.4 | 83.8 | |||||||||||||
| Unallocated Corporate expenses | (13.8 | ) | (65.4 | ) | (9.3 | ) | (10.8 | ) | ||||||||
| $ | 43.4 | $ | (2.3 | ) | $ | 71.1 | $ | 73.0 | ||||||||
| Three months ended | ||||||||||||||||
| August 31, 2025 | November 30, 2025 | February 28, 2026 | ||||||||||||||
| Operating income: | ||||||||||||||||
| Parts Supply | $ | 40.9 | $ | 40.9 | $ | 50.7 | ||||||||||
| Repair, Engineering, and Software | 20.0 | 23.3 | 19.6 | |||||||||||||
| Government Solutions | 12.7 | 12.4 | 12.9 | |||||||||||||
| Legacy Commercial Programs | 0.4 | 3.3 | (5.2 | ) | ||||||||||||
| 74.0 | 79.9 | 78.0 | ||||||||||||||
| Unallocated Corporate expenses | (9.1 | ) | (12.9 | ) | (12.2 | ) | ||||||||||
| $ | 64.9 | $ | 67.0 | $ | 65.8 | |||||||||||
| Year ended | ||||||||||||||||
| May 31, 2024 | May 31, 2025 | |||||||||||||||
| Operating income: | ||||||||||||||||
| Parts Supply | $ | 109.8 | $ | 156.8 | ||||||||||||
| Repair, Engineering, and Software | 47.9 | 84.0 | ||||||||||||||
| Government Solutions | 24.8 | 35.1 | ||||||||||||||
| Legacy Commercial Programs | 7.2 | 8.6 | ||||||||||||||
| 189.7 | 284.5 | |||||||||||||||
| Unallocated Corporate expenses | (60.5 | ) | (99.3 | ) | ||||||||||||
| $ | 129.2 | $ | 185.2 | |||||||||||||
Third-party sales across the major customer markets for each of our operating segments:
| Three months ended | ||||||||||||||||
| August 31, 2024 | November 30, 2024 | February 28, 2025 | May 31, 2025 | |||||||||||||
| Parts Supply | ||||||||||||||||
| Commercial | $ | 210.4 | $ | 220.8 | $ | 220.9 | $ | 227.1 | ||||||||
| Government and defense | 39.3 | 52.9 | 49.8 | 78.4 | ||||||||||||
| $ | 249.7 | $ | 273.7 | $ | 270.7 | $ | 305.5 | |||||||||
| Repair, Engineering, and Software | ||||||||||||||||
| Commercial | $ | 199.9 | $ | 217.5 | $ | 205.8 | $ | 215.2 | ||||||||
| Government and defense | 29.4 | 22.8 | 22.9 | 17.5 | ||||||||||||
| $ | 229.3 | $ | 240.3 | $ | 228.7 | $ | 232.7 | |||||||||
| Government Solutions | ||||||||||||||||
| Commercial | $ | 1.3 | $ | 0.7 | $ | 1.6 | $ | 0.4 | ||||||||
| Government and defense | 120.1 | 110.2 | 120.0 | 141.1 | ||||||||||||
| $ | 121.4 | $ | 110.9 | $ | 121.6 | $ | 141.5 | |||||||||
| Legacy Commercial Programs | ||||||||||||||||
| Commercial | $ | 61.3 | $ | 61.2 | $ | 57.2 | $ | 74.8 | ||||||||
| Government and defense | - | - | - | - | ||||||||||||
| $ | 61.3 | $ | 61.2 | $ | 57.2 | $ | 74.8 | |||||||||
| Three months ended | ||||||||||||||||
| August 31, 2025 | November 30, 2025 | February 28, 2026 | ||||||||||||||
| Parts Supply | ||||||||||||||||
| Commercial | $ | 254.5 | $ | 268.1 | $ | 300.0 | ||||||||||
| Government and defense | 63.3 | 85.5 | 92.5 | |||||||||||||
| $ | 317.8 | $ | 353.6 | $ | 392.5 | |||||||||||
| Repair, Engineering, and Software | ||||||||||||||||
| Commercial | $ | 206.6 | $ | 236.6 | $ | 258.9 | ||||||||||
| Government and defense | 19.8 | 21.1 | 23.4 | |||||||||||||
| $ | 226.4 | $ | 257.7 | $ | 282.3 | |||||||||||
| Government Solutions | ||||||||||||||||
| Commercial | $ | 0.7 | $ | 1.2 | $ | 1.3 | ||||||||||
| Government and defense | 133.2 | 122.3 | 113.4 | |||||||||||||
| $ | 133.9 | $ | 123.5 | $ | 114.7 | |||||||||||
| Legacy Commercial Programs | ||||||||||||||||
| Commercial | $ | 61.5 | $ | 60.5 | $ | 55.6 | ||||||||||
| Government and defense | - | - | - | |||||||||||||
| $ | 61.5 | $ | 60.5 | $ | 55.6 | |||||||||||
| Year ended | ||||||||||||||||
| May 31, 2024 | May 31, 2025 | |||||||||||||||
| Parts Supply | ||||||||||||||||
| Commercial | $ | 800.6 | 879.2 | |||||||||||||
| Government and defense | 166.4 | 220.4 | ||||||||||||||
| $ | 967.0 | $ | 1,099.6 | |||||||||||||
| Repair, Engineering, and Software | ||||||||||||||||
| Commercial | $ | 612.3 | 838.4 | |||||||||||||
| Government and defense | 69.0 | 92.6 | ||||||||||||||
| $ | 681.3 | $ | 931.0 | |||||||||||||
| Government Solutions | ||||||||||||||||
| Commercial | $ | 6.1 | 4.0 | |||||||||||||
| Government and defense | 445.6 | 491.4 | ||||||||||||||
| $ | 451.7 | $ | 495.4 | |||||||||||||
| Legacy Commercial Programs | ||||||||||||||||
| Commercial | $ | 218.9 | 254.5 | |||||||||||||
| Government and defense | - | - | ||||||||||||||
| $ | 218.9 | $ | 254.5 | |||||||||||||
Unaudited Summary Non-GAAP Financial Information
| Parts Supply | ||||||||||||||||||||||||||||||||
| Three months ended | Year ended | Three months ended | ||||||||||||||||||||||||||||||
| August 31, 2024 | November 30, 2024 | February 28, 2025 | May 31, 2025 | May 31, 2025 | August 31, 2025 | November 30, 2025 | February 28, 2026 | |||||||||||||||||||||||||
| Sales | $ | 249.7 | $ | 273.7 | $ | 270.7 | $ | 305.5 | 1,099.6 | $ | 317.8 | $ | 353.6 | $ | 392.5 | |||||||||||||||||
| Operating income | 30.1 | 31.6 | 45.4 | 49.7 | 156.8 | 40.9 | 40.9 | 50.7 | ||||||||||||||||||||||||
| Operating income margin | 12.1 | % | 11.5 | % | 16.8 | % | 16.3 | % | 14.3 | % | 12.9 | % | 11.6 | % | 12.9 | % | ||||||||||||||||
| Operating income | $ | 30.1 | $ | 31.6 | $ | 45.4 | $ | 49.7 | $ | 156.8 | $ | 40.9 | $ | 40.9 | $ | 50.7 | ||||||||||||||||
| Acquisition, integration & amortization expenses | - | - | - | - | - | - | 1.9 | 2.9 | ||||||||||||||||||||||||
| Russian bankruptcy court judgment (reversal) | - | - | (11.1 | ) | - | (11.1 | ) | - | - | - | ||||||||||||||||||||||
| Adjusted operating income | $ | 30.1 | $ | 31.6 | $ | 34.3 | $ | 49.7 | $ | 145.7 | $ | 40.9 | $ | 42.8 | $ | 53.6 | ||||||||||||||||
| Adjusted operating margin | 12.1 | % | 11.5 | % | 12.7 | % | 16.3 | % | 13.3 | % | 12.9 | % | 12.1 | % | 13.7 | % | ||||||||||||||||
| Operating income | $ | 30.1 | $ | 31.6 | $ | 45.4 | $ | 49.7 | $ | 156.8 | $ | 40.9 | $ | 40.9 | $ | 50.7 | ||||||||||||||||
| Depreciation and amortization | 2.1 | 1.8 | 1.9 | 1.9 | 7.7 | 2.2 | 4.9 | 7.0 | ||||||||||||||||||||||||
| Stock-based compensation | 0.5 | 0.5 | 0.6 | 0.5 | 2.1 | 0.7 | 0.7 | 0.7 | ||||||||||||||||||||||||
| Acquisition and integration expenses | - | - | - | - | - | - | - | 0.1 | ||||||||||||||||||||||||
| Russian bankruptcy court judgment (reversal) | - | - | (11.1 | ) | - | (11.1 | ) | - | - | - | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 32.7 | $ | 33.9 | $ | 36.8 | $ | 52.1 | $ | 155.5 | $ | 43.8 | $ | 46.5 | $ | 58.5 | ||||||||||||||||
| Adjusted EBITDA margin | 13.1 | % | 12.4 | % | 13.6 | % | 17.1 | % | 14.1 | % | 13.8 | % | 13.2 | % | 14.9 | % | ||||||||||||||||
| Repair, Engineering, and Software | ||||||||||||||||||||||||||||||||
| Three months ended | Year ended | Three months ended | ||||||||||||||||||||||||||||||
| August 31, 2024 | November 30, 2024 | February 28, 2025 | May 31, 2025 | May 31, 2025 | August 31, 2025 | November 30, 2025 | February 28, 2026 | |||||||||||||||||||||||||
| Sales | $ | 229.3 | $ | 240.3 | $ | 228.7 | $ | 232.7 | 931.0 | $ | 226.4 | $ | 257.7 | $ | 282.3 | |||||||||||||||||
| Operating income | 20.3 | 22.8 | 19.7 | 21.2 | 84.0 | 20.0 | 23.3 | 19.6 | ||||||||||||||||||||||||
| Operating income margin | 8.9 | % | 9.5 | % | 8.6 | % | 9.1 | % | 9.0 | % | 8.8 | % | 9.0 | % | 6.9 | % | ||||||||||||||||
| Operating income | $ | 20.3 | $ | 22.8 | $ | 19.7 | $ | 21.2 | $ | 84.0 | $ | 20.0 | $ | 23.3 | $ | 19.6 | ||||||||||||||||
| Acquisition, integration & amortization expenses | 7.4 | 7.1 | 7.7 | 3.1 | 25.3 | 5.1 | 5.9 | 11.7 | ||||||||||||||||||||||||
| Severance charges | - | - | - | - | - | 0.4 | - | - | ||||||||||||||||||||||||
| Gain related to sale of joint venture | (1.4 | ) | (0.7 | ) | - | - | (2.1 | ) | - | - | - | |||||||||||||||||||||
| Adjusted operating income | $ | 26.3 | $ | 29.2 | $ | 27.4 | $ | 24.3 | $ | 107.2 | $ | 25.5 | $ | 29.2 | $ | 31.3 | ||||||||||||||||
| Adjusted operating margin | 11.5 | % | 12.2 | % | 12.0 | % | 10.4 | % | 11.5 | % | 11.3 | % | 11.3 | % | 11.1 | % | ||||||||||||||||
| Operating income | $ | 20.3 | $ | 22.8 | $ | 19.7 | $ | 21.2 | $ | 84.0 | $ | 20.0 | $ | 23.3 | $ | 19.6 | ||||||||||||||||
| Depreciation and amortization | 7.6 | 7.7 | 8.0 | 7.5 | 30.8 | 7.5 | 8.0 | 9.0 | ||||||||||||||||||||||||
| Stock-based compensation | 0.4 | 0.3 | 0.7 | 0.3 | 1.7 | 0.6 | 0.4 | 0.4 | ||||||||||||||||||||||||
| Acquisition and integration expenses | 3.4 | 3.2 | 3.7 | (1.0 | ) | 9.3 | 1.1 | 1.8 | 6.4 | |||||||||||||||||||||||
| Severance charges | - | - | - | - | - | 0.4 | - | - | ||||||||||||||||||||||||
| Gain related to sale of joint venture | (1.4 | ) | (0.7 | ) | - | - | (2.1 | ) | - | - | - | |||||||||||||||||||||
| Adjusted EBITDA | $ | 30.3 | $ | 33.3 | $ | 32.1 | $ | 28.0 | $ | 123.7 | $ | 29.6 | $ | 33.5 | $ | 35.4 | ||||||||||||||||
| Adjusted EBITDA margin | 13.2 | % | 13.9 | % | 14.0 | % | 12.0 | % | 13.3 | % | 13.1 | % | 13.0 | % | 12.5 | % | ||||||||||||||||
| Government Solutions | ||||||||||||||||||||||||||||||||
| Three months ended | Year ended | Three months ended | ||||||||||||||||||||||||||||||
| August 31, 2024 | November 30, 2024 | February 28, 2025 | May 31, 2025 | May 31, 2025 | August 31, 2025 | November 30, 2025 | February 28, 2026 | |||||||||||||||||||||||||
| Sales | $ | 121.4 | $ | 110.9 | $ | 121.6 | $ | 141.5 | 495.4 | $ | 133.9 | $ | 123.5 | $ | 114.7 | |||||||||||||||||
| Operating income | 3.6 | 6.7 | 13.2 | 11.6 | 35.1 | 12.7 | 12.4 | 12.9 | ||||||||||||||||||||||||
| Operating income margin | 3.0 | % | 6.0 | % | 10.9 | % | 8.2 | % | 7.1 | % | 9.5 | % | 10.0 | % | 11.2 | % | ||||||||||||||||
| Sales | $ | 121.4 | $ | 110.9 | $ | 121.6 | $ | 141.5 | $ | 495.4 | $ | 133.9 | $ | 123.5 | $ | 114.7 | ||||||||||||||||
| Contract termination benefit | (9.5 | ) | - | (4.0 | ) | - | (13.5 | ) | - | - | - | |||||||||||||||||||||
| Adjusted sales | $ | 111.9 | $ | 110.9 | $ | 117.6 | $ | 141.5 | $ | 481.9 | $ | 133.9 | $ | 123.5 | $ | 114.7 | ||||||||||||||||
| Operating income | $ | 3.6 | $ | 6.7 | $ | 13.2 | $ | 11.6 | $ | 35.1 | $ | 12.7 | $ | 12.4 | $ | 12.9 | ||||||||||||||||
| Contract termination costs (benefit) | 3.2 | - | (3.0 | ) | - | 0.2 | - | - | - | |||||||||||||||||||||||
| Adjusted operating income | $ | 6.8 | $ | 6.7 | $ | 10.2 | $ | 11.6 | $ | 35.3 | $ | 12.7 | $ | 12.4 | $ | 12.9 | ||||||||||||||||
| Adjusted operating margin | 6.1 | % | 6.0 | % | 8.7 | % | 8.2 | % | 7.3 | % | 9.5 | % | 10.0 | % | 11.2 | % | ||||||||||||||||
| Operating income | $ | 3.6 | $ | 6.7 | $ | 13.2 | $ | 11.6 | $ | 35.1 | $ | 12.7 | $ | 12.4 | $ | 12.9 | ||||||||||||||||
| Depreciation and amortization | 1.1 | 1.6 | 1.2 | 1.3 | 5.2 | 1.3 | 1.3 | 1.5 | ||||||||||||||||||||||||
| Stock-based compensation | 0.2 | 0.4 | 0.3 | 0.3 | 1.2 | 0.3 | 0.3 | 0.3 | ||||||||||||||||||||||||
| Contract termination costs (benefit) | 3.2 | - | (3.0 | ) | - | 0.2 | - | - | - | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 8.1 | $ | 8.7 | $ | 11.7 | $ | 13.2 | $ | 41.7 | $ | 14.3 | $ | 14.0 | $ | 14.7 | ||||||||||||||||
| Adjusted EBITDA margin | 7.2 | % | 7.8 | % | 9.9 | % | 9.3 | % | 8.7 | % | 10.7 | % | 11.3 | % | 12.8 | % | ||||||||||||||||
| Legacy Commercial Programs | ||||||||||||||||||||||||||||||||
| Three months ended | Year ended | Three months ended | ||||||||||||||||||||||||||||||
| August 31, 2024 | November 30, 2024 | February 28, 2025 | May 31, 2025 | May 31, 2025 | August 31, 2025 | November 30, 2025 | February 28, 2026 | |||||||||||||||||||||||||
| Sales | $ | 61.3 | $ | 61.2 | $ | 57.2 | $ | 74.8 | 254.5 | $ | 61.5 | $ | 60.5 | $ | 55.6 | |||||||||||||||||
| Operating income (loss) | 3.2 | 2.0 | 2.1 | 1.3 | 8.6 | 0.4 | 3.3 | (5.2 | ) | |||||||||||||||||||||||
| Operating income margin | 5.2 | % | 3.3 | % | 3.7 | % | 1.7 | % | 3.4 | % | 0.7 | % | 5.5 | % | -9.4 | % | ||||||||||||||||
| Sales | $ | 61.3 | $ | 61.2 | $ | 57.2 | $ | 74.8 | $ | 254.5 | $ | 61.5 | $ | 60.5 | $ | 55.6 | ||||||||||||||||
| Contract termination benefit | - | - | - | (18.7 | ) | (18.7 | ) | - | - | - | ||||||||||||||||||||||
| Adjusted sales | $ | 61.3 | $ | 61.2 | $ | 57.2 | $ | 56.1 | $ | 235.8 | $ | 61.5 | $ | 60.5 | $ | 55.6 | ||||||||||||||||
| Operating income (loss) | $ | 3.2 | $ | 2.0 | $ | 2.1 | $ | 1.3 | $ | 8.6 | $ | 0.4 | $ | 3.3 | $ | (5.2 | ) | |||||||||||||||
| Severance charges | - | - | - | - | - | 0.3 | - | - | ||||||||||||||||||||||||
| Impairment charge related to product line exit | - | - | - | - | - | - | - | 4.9 | ||||||||||||||||||||||||
| Adjusted operating income | $ | 3.2 | $ | 2.0 | $ | 2.1 | $ | 1.3 | $ | 8.6 | $ | 0.7 | $ | 3.3 | $ | (0.3 | ) | |||||||||||||||
| Adjusted operating margin | 5.2 | % | 3.3 | % | 3.7 | % | 2.3 | % | 3.6 | % | 1.1 | % | 5.5 | % | -0.5 | % | ||||||||||||||||
| Operating income (loss) | $ | 3.2 | $ | 2.0 | $ | 2.1 | $ | 1.3 | $ | 8.6 | $ | 0.4 | $ | 3.3 | $ | (5.2 | ) | |||||||||||||||
| Depreciation and amortization | 1.6 | 1.8 | 1.9 | 1.9 | 7.2 | 1.7 | 1.8 | 1.7 | ||||||||||||||||||||||||
| Stock-based compensation | 0.1 | - | 0.1 | 0.1 | 0.3 | 0.1 | - | 0.1 | ||||||||||||||||||||||||
| Severance charges | - | - | - | - | - | 0.3 | - | - | ||||||||||||||||||||||||
| Impairment charge related to product line exit | - | - | - | - | - | - | - | 4.9 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 4.9 | $ | 3.8 | $ | 4.1 | $ | 3.3 | $ | 16.1 | $ | 2.5 | $ | 5.1 | $ | 1.5 | ||||||||||||||||
| Adjusted EBITDA margin | 8.0 | % | 6.2 | % | 7.2 | % | 5.9 | % | 6.8 | % | 4.1 | % | 8.4 | % | 2.7 | % | ||||||||||||||||
Exhibit 99.2
FOR IMMEDIATE RELEASE
May 6, 2026
Contact:
Chris Tillett – Investor Relations
+1-630-227-5830
investors@aarcorp.com
AAR announces segment realignment and wind-down of Commercial Programs business
Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that beginning with the fourth quarter of fiscal year 2026, the Company will report under a new structure using the following four operating segments:
| · | Parts Supply remains unchanged from the prior structure, primarily consisting of new parts Distribution and used serviceable material. |
| · | Repair, Engineering, and Software primarily consists of maintenance, repair, and overhaul (MRO) services across airframe (Airframe MRO) and components (Component MRO), and AAR’s software platforms, including Trax, Aerostrat, and Airvoyant. |
| · | Government Solutions primarily consists of AAR’s fleet management and operations of customer-owned aircraft and performance-based logistics programs (Government Programs), and AAR’s Mobility Systems activity previously reported as Expeditionary Services. |
| · | Legacy Commercial Programs primarily consists of asset-heavy flight hour-based component repair programs for commercial airlines, previously reported within Integrated Solutions. |
AAR also announced today that it intends to wind down its Legacy Commercial Programs business. For the last twelve months ended February 28, 2026, the Legacy Commercial Programs business contributed sales of $252.4 million, a GAAP operating loss of ($0.2) million, and adjusted operating income of $5.0 million. Net assets of the Legacy Commercial Programs segment as of February 28, 2026 were approximately $160 million.
“Our segment realignment reflects AAR’s continued focus on growth, margin expansion, and additional cash flow generation,” said John M. Holmes, AAR’s Chairman, President and CEO. “Legacy Commercial Programs requires significant asset pools and no longer meets our capital return thresholds. We anticipate that the wind-down of this segment will take approximately three to four years. During that timeframe, we expect the results will include periodic gains as we divest the assets that support these programs. We also plan to redeploy the talented team supporting these activities to other AAR growth initiatives. Once complete, we believe the wind-down of Legacy Commercial Programs will result in a more simplified business model with higher margins and improved returns on capital.”
The Company’s guidance for the fourth quarter and fiscal year 2026, ending May 31, 2026, is unchanged and not affected by the segment realignment or plans to wind down its Legacy Commercial Programs business.
Concurrently with this press release, the Company has furnished a Current Report on Form 8-K with a recast of comparable prior year segment financial information for fiscal years 2024 and 2025 and for certain previously reported quarters in fiscal years 2025 and 2026, along with a summary presentation that is posted on the Investors section of AAR’s corporate website. The Company’s consolidated balance sheets, income statements, and cash flows are not affected.
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, and Software;
Government Solutions; and Legacy Commercial Programs. Additional information can be found at aarcorp.com.
This press release may contain 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, reflecting management’s expectations about future conditions, including the wind-down of the Company’s Legacy Commercial Programs business and anticipated benefits. 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 management, as well as assumptions and estimates based on information currently available to management 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 AAR CORP.’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. These events and uncertainties are difficult or impossible to predict accurately and many are beyond management’s control. Management 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.
Exhibit 99.3
AAR CORP. Segment Realignment May 6, 2026
Note : All results and expectations in the presentation reflect continuing operations unless otherwise noted . This presentation may contain 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 , reflecting management’s expectations about future conditions, including the wind - down of the Company’s Legacy Commercial Programs business and anticipated benefits . 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 management, as well as assumptions and estimates based on information currently available to management 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 AAR CORP . ’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 . These events and uncertainties are difficult or impossible to predict accurately and many are beyond management’s control . Management 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 . Fourth Quarter Fiscal 2026 Segment Realignment : During the fourth quarter of fiscal 2026 , our chief operating decision maker implemented changes to the organization of the business, allocation of resources, and performance assessment . Specifically, the business units within our Integrated Solutions segment have been realigned, resulting in the following changes : combine our Government Programs activities and our Mobility business, previously reported as Expeditionary Services, into a new operating segment named Government Solutions ; reposition our software platform, including Trax, Aerostrat , Airnmar , and Airvoyant , to our Repair & Engineering segment, which is renamed Repair, Engineering, & Software ; and Legacy Commercial Programs, the remaining business unit within the Integrated Solutions segment, will be separately reported as its own operating segment . These changes will be initially reflected in the Company’s unaudited condensed consolidated financial statements for the quarterly and annual period ending May 31 , 2026 . See the Company’s Current Report on Form 8 - K, furnished on May 6 , 2026 , for certain recast historical summary financial information under the Company’s new operating segment structure for fiscal year 2025 and for the previously reported quarters in fiscal year 2026 . 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 May 6 , 2026 . Forward - looking Statements © 2026 AAR CORP. All rights reserved worldwide 2
Benefits x Segments aligned to core, focused operations x Better performance measurement and transparency x Wind - down of low - return Commercial Programs x Expect to deliver higher margins and higher ROIC Prior Parts Supply New parts Distribution USM Repair & Engineering Airframe MRO Component MRO Integrated Solutions Government Programs Commercial Programs Software Expeditionary Services Mobility Systems LTM Q3 FY26 Adj. Operating Income margin Parts Supply New parts Distribution USM Repair, Engineering, and Software Airframe MRO Component MRO Software Government Solutions Government Programs Mobility Systems Legacy Commercial Programs Commercial Programs Changes New Simplified segmentation aligned to Parts, Repair, and Software platform approach 2.1% 9.7% 11.0% 13.7% 12.8% 7.4% 10.7% 13.7% 10.1% 10.1% Corporate Corporate Prior New Note: See Appendix for reconciliation of Non - GAAP financial measures.
Prior Parts Supply New parts Distribution USM Repair & Engineering Airframe MRO Component MRO Integrated Solutions Government Programs Commercial Programs Software Expeditionary Services Mobility Systems LTM Q3 FY26 A dj . EBITDA margin Parts Supply New parts Distribution USM Repair, Engineering, and Software Airframe MRO Component MRO Software Government Solutions Government Programs Mobility Systems Legacy Commercial Programs Commercial Programs Changes New Simplified segmentation aligned to Parts, Repair, and Software platform approach 5.3% 10.9% 12.7% 14.7% 14.7% 9.3% 12.2% 14.7% 12.1% 12.1% Corporate Corporate Prior New Note: See Appendix for reconciliation of Non - GAAP financial measures.
$1,369M $1,369M $947M $999M $710M $514M $89M $234M Prior Parts Supply New parts Distribution USM Repair & Engineering Airframe MRO Component MRO Integrated Solutions Government Programs Commercial Programs Software Expeditionary Services Mobility Systems LTM Q3 FY26 A dj . Sales Parts Supply New parts Distribution USM Repair, Engineering, and Software Airframe MRO Component MRO Software Government Solutions Government Programs Mobility Systems Legacy Commercial Programs Commercial Programs Changes New Simplified segmentation aligned to Parts, Repair, and Software platform approach $3.1B $3.1B Prior New Note: See Appendix for reconciliation of Non - GAAP financial measures.
© 2026 AAR CORP. All rights reserved worldwide. 6 Appendix
Non - GAAP financial measures – new segmentation Year ended Last twelve months ended August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales 249.7$ 273.7$ 270.7$ 305.5$ 1,099.6 317.8$ 353.6$ 392.5$ 1,369.4$ Operating income 30.1 31.6 45.4 49.7 156.8 40.9 40.9 50.7 182.2 Operating income margin 12.1% 11.5% 16.8% 16.3% 14.3% 12.9% 11.6% 12.9% 13.3% Operating income 30.1$ 31.6$ 45.4$ 49.7$ 156.8$ 40.9$ 40.9$ 50.7$ 182.2$ Acquisition, integration & amortization expenses - - - - - - 1.9 2.9 4.8 Russian bankruptcy court judgment (reversal) - - (11.1) - (11.1) - - - - Adjusted operating income 30.1$ 31.6$ 34.3$ 49.7$ 145.7$ 40.9$ 42.8$ 53.6$ 187.0$ Adjusted operating margin 12.1% 11.5% 12.7% 16.3% 13.3% 12.9% 12.1% 13.7% 13.7% Operating income 30.1$ 31.6$ 45.4$ 49.7$ 156.8$ 40.9$ 40.9$ 50.7$ 182.2$ Depreciation and amortization 2.1 1.8 1.9 1.9 7.7 2.2 4.9 7.0 16.0 Stock-based compensation 0.5 0.5 0.6 0.5 2.1 0.7 0.7 0.7 2.6 Acquisition and integration expenses - - - - - - - 0.1 0.1 Russian bankruptcy court judgment (reversal) - - (11.1) - (11.1) - - - - Adjusted EBITDA 32.7$ 33.9$ 36.8$ 52.1$ 155.5$ 43.8$ 46.5$ 58.5$ 200.9$ Adjusted EBITDA margin 13.1% 12.4% 13.6% 17.1% 14.1% 13.8% 13.2% 14.9% 14.7% Three months ended Three months ended Parts Supply
Non - GAAP financial measures – new segmentation Year ended Last twelve months ended August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales 229.3$ 240.3$ 228.7$ 232.7$ 931.0 226.4$ 257.7$ 282.3$ 999.1$ Operating income 20.3 22.8 19.7 21.2 84.0 20.0 23.3 19.6 84.1 Operating income margin 8.9% 9.5% 8.6% 9.1% 9.0% 8.8% 9.0% 6.9% 8.4% Operating income 20.3$ 22.8$ 19.7$ 21.2$ 84.0$ 20.0$ 23.3$ 19.6$ 84.1$ Acquisition, integration & amortization expenses 7.4 7.1 7.7 3.1 25.3 5.1 5.9 11.7 25.8 Severance charges - - - - - 0.4 - - 0.4 Gain related to sale of joint venture (1.4) (0.7) - - (2.1) - - - - Adjusted operating income 26.3$ 29.2$ 27.4$ 24.3$ 107.2$ 25.5$ 29.2$ 31.3$ 110.3$ Adjusted operating margin 11.5% 12.2% 12.0% 10.4% 11.5% 11.3% 11.3% 11.1% 11.0% Operating income 20.3$ 22.8$ 19.7$ 21.2$ 84.0$ 20.0$ 23.3$ 19.6$ 84.1$ Depreciation and amortization 7.6 7.7 8.0 7.5 30.8 7.5 8.0 9.0 32.0 Stock-based compensation 0.4 0.3 0.7 0.3 1.7 0.6 0.4 0.4 1.7 Acquisition and integration expenses 3.4 3.2 3.7 (1.0) 9.3 1.1 1.8 6.4 8.3 Severance charges - - - - - 0.4 - - 0.4 Gain related to sale of joint venture (1.4) (0.7) - - (2.1) - - - - Adjusted EBITDA 30.3$ 33.3$ 32.1$ 28.0$ 123.7$ 29.6$ 33.5$ 35.4$ 126.5$ Adjusted EBITDA margin 13.2% 13.9% 14.0% 12.0% 13.3% 13.1% 13.0% 12.5% 12.7% Repair, Engineering, and Software Three months ended Three months ended
Non - GAAP financial measures – new segmentation Year ended Last twelve months ended August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales 121.4$ 110.9$ 121.6$ 141.5$ 495.4 133.9$ 123.5$ 114.7$ 513.6$ Operating income 3.6 6.7 13.2 11.6 35.1 12.7 12.4 12.9 49.6 Operating income margin 3.0% 6.0% 10.9% 8.2% 7.1% 9.5% 10.0% 11.2% 9.7% Sales 121.4$ 110.9$ 121.6$ 141.5$ 495.4$ 133.9$ 123.5$ 114.7$ 513.6$ Contract termination benefit (9.5) - (4.0) - (13.5) - - - - Adjusted sales 111.9$ 110.9$ 117.6$ 141.5$ 481.9$ 133.9$ 123.5$ 114.7$ 513.6$ Operating income 3.6$ 6.7$ 13.2$ 11.6$ 35.1$ 12.7$ 12.4$ 12.9$ 49.6$ Contract termination costs (benefit) 3.2 - (3.0) - 0.2 - - - - Adjusted operating income 6.8$ 6.7$ 10.2$ 11.6$ 35.3$ 12.7$ 12.4$ 12.9$ 49.6$ Adjusted operating margin 6.1% 6.0% 8.7% 8.2% 7.3% 9.5% 10.0% 11.2% 9.7% Operating income 3.6$ 6.7$ 13.2$ 11.6$ 35.1$ 12.7$ 12.4$ 12.9$ 49.6$ Depreciation and amortization 1.1 1.6 1.2 1.3 5.2 1.3 1.3 1.5 5.4 Stock-based compensation 0.2 0.4 0.3 0.3 1.2 0.3 0.3 0.3 1.2 Contract termination costs (benefit) 3.2 - (3.0) - 0.2 - - - - Adjusted EBITDA 8.1$ 8.7$ 11.7$ 13.2$ 41.7$ 14.3$ 14.0$ 14.7$ 56.2$ Adjusted EBITDA margin 7.2% 7.8% 9.9% 9.3% 8.7% 10.7% 11.3% 12.8% 10.9% Three months ended Three months ended Government Solutions
Non - GAAP financial measures – new segmentation Year ended Last twelve months ended August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales 61.3$ 61.2$ 57.2$ 74.8$ 254.5 61.5$ 60.5$ 55.6$ 252.4$ Operating income (loss) 3.2 2.0 2.1 1.3 8.6 0.4 3.3 (5.2) (0.2) Operating income margin 5.2% 3.3% 3.7% 1.7% 3.4% 0.7% 5.5% -9.4% -0.1% Sales 61.3$ 61.2$ 57.2$ 74.8$ 254.5$ 61.5$ 60.5$ 55.6$ 252.4$ Contract termination benefit - - - (18.7) (18.7) - - - (18.7) Adjusted sales 61.3$ 61.2$ 57.2$ 56.1$ 235.8$ 61.5$ 60.5$ 55.6$ 233.7$ Operating income (loss) 3.2$ 2.0$ 2.1$ 1.3$ 8.6$ 0.4$ 3.3$ (5.2)$ (0.2)$ Severance charges - - - - - 0.3 - - 0.3 Impairment charge related to product line exit - - - - - - - 4.9 4.9 Adjusted operating income 3.2$ 2.0$ 2.1$ 1.3$ 8.6$ 0.7$ 3.3$ (0.3)$ 5.0$ Adjusted operating margin 5.2% 3.3% 3.7% 2.3% 3.6% 1.1% 5.5% -0.5% 2.1% Operating income (loss) 3.2$ 2.0$ 2.1$ 1.3$ 8.6$ 0.4$ 3.3$ (5.2)$ (0.2)$ Depreciation and amortization 1.6 1.8 1.9 1.9 7.2 1.7 1.8 1.7 7.1 Stock-based compensation 0.1 - 0.1 0.1 0.3 0.1 - 0.1 0.3 Severance charges - - - - - 0.3 - - 0.3 Impairment charge related to product line exit - - - - - - - 4.9 4.9 Adjusted EBITDA 4.9$ 3.8$ 4.1$ 3.3$ 16.1$ 2.5$ 5.1$ 1.5$ 12.4$ Adjusted EBITDA margin 8.0% 6.2% 7.2% 5.9% 6.8% 4.1% 8.4% 2.7% 5.3% Legacy Commercial Programs Three months ended Three months ended
Non - GAAP financial measures – new segmentation Year ended Year ended Last twelve months ended May 31, 2024 August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Parts Supply Commercial 800.6$ 210.4$ 220.8$ 220.9$ 227.1$ 879.2 254.5$ 268.1$ 300.0$ 1,049.7$ Government and defense 166.4 39.3 52.9 49.8 78.4 220.4 63.3 85.5 92.5 319.7 967.0$ 249.7$ 273.7$ 270.7$ 305.5$ 1,099.6$ 317.8$ 353.6$ 392.5$ 1,369.4$ Repair, Engineering, and Software Commercial 612.3$ 199.9$ 217.5$ 205.8$ 215.2$ 838.4 206.6$ 236.6$ 258.9$ 917.3$ Government and defense 69.0 29.4 22.8 22.9 17.5 92.6 19.8 21.1 23.4 81.8 681.3$ 229.3$ 240.3$ 228.7$ 232.7$ 931.0$ 226.4$ 257.7$ 282.3$ 999.1$ Government Solutions Commercial 6.1$ 1.3$ 0.7$ 1.6$ 0.4$ 4.0 0.7$ 1.2$ 1.3$ 3.6$ Government and defense 445.6 120.1 110.2 120.0 141.1 491.4 133.2 122.3 113.4 510.0 451.7$ 121.4$ 110.9$ 121.6$ 141.5$ 495.4$ 133.9$ 123.5$ 114.7$ 513.6$ Legacy Commercial Programs Commercial 218.9$ 61.3$ 61.2$ 57.2$ 74.8$ 254.5 61.5$ 60.5$ 55.6$ 252.4$ Government and defense - - - - - - - - - - 218.9$ 61.3$ 61.2$ 57.2$ 74.8$ 254.5$ 61.5$ 60.5$ 55.6$ 252.4$ Three months ended Three months ended Sales
Non - GAAP financial measures – prior segmentation Year ended Last twelve months ended ($ in millions) August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales $249.7 $273.7 $270.7 $305.5 $1,099.6 $317.8 $353.6 $392.5 $1,369.4 Operating income (loss) 30.1 31.6 45.4 49.7 $156.8 40.9 40.9 50.7 $182.2 Operting income margin 12.1% 11.5% 16.8% 16.3% 14.3% 12.9% 11.6% 12.9% Sales $249.7 $273.7 $270.7 $305.5 $1,099.6 $317.8 $353.6 $392.5 $1,369.4 Contract termination benefit - - - - - - - - - Adjusted sales $249.7 $273.7 $270.7 $305.5 $1,099.6 $317.8 $353.6 $392.5 $1,369.4 Operating income (loss) 30.1 31.6 45.4 49.7 $156.8 40.9 40.9 50.7 $182.2 Acquisition, integration & amortization expenses - - - - - - 1.9 2.9 4.8 Russian bankruptcy court judgment (reversal) - - (11.1) - (11.1) - - - - Adjusted operating income $30.1 $31.6 $34.3 $49.7 $145.7 $40.9 $42.8 $53.6 $187.0 Adjusted operating margin 12.1% 11.5% 12.7% 16.3% 13.3% 12.9% 12.1% 13.7% 13.7% Operating income (loss) $30.1 $31.6 $45.4 $49.7 $156.8 $40.9 $40.9 $50.7 $182.2 Depreciation and amortization 2.1 1.8 1.9 1.9 7.7 2.2 4.9 7.0 16.0 Stock-based compensation 0.5 0.5 0.6 0.5 2.1 0.7 0.7 0.7 2.6 Acquisition and integration expenses - - - - - - - 0.1 0.1 Russian bankruptcy court judgment (reversal) - - (11.1) - (11.1) - - - - Adjusted EBITDA $32.7 $33.9 $36.8 $52.1 $155.5 $43.8 $46.5 $58.5 $200.9 Adjusted EBITDA margin 13.1% 12.4% 13.6% 17.1% 14.1% 13.8% 13.2% 14.9% 14.7% Parts Supply Three months ended Three months ended
Non - GAAP financial measures – prior segmentation Year ended Last twelve months ended ($ in millions) August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales $217.6 $228.8 $215.9 $222.6 $884.9 $214.6 $244.5 $265.3 $947.0 Operating income (loss) 21.1 22.8 19.0 18.3 $81.2 20.4 22.7 15.1 $76.5 Operting income margin 9.7% 10.0% 8.8% 8.2% 9.2% 9.5% 9.3% 5.7% Sales $217.6 $228.8 $215.9 $222.6 $884.9 $214.6 $244.5 $265.3 $947.0 Contract termination benefit - - - - - - - - - Adjusted sales $217.6 $228.8 $215.9 $222.6 $884.9 $214.6 $244.5 $265.3 $947.0 Operating income (loss) 21.1 22.8 19.0 18.3 $81.2 20.4 22.7 15.1 $76.5 Acquisition, integration & amortization expenses 4.6 5.3 4.9 5.0 19.8 4.1 4.7 10.5 24.3 Severance charges - - - - - 0.4 - - 0.4 Gain related to sale of business/joint venture, net (1.4) (0.7) - - (2.1) - - - - Adjusted operating income $24.3 $27.4 $23.9 $23.3 $98.9 $24.9 $27.4 $25.6 $101.2 Adjusted operating margin 11.2% 12.0% 11.1% 10.5% 11.2% 11.6% 11.2% 9.6% 10.7% Operating income (loss) $21.1 $22.8 $19.0 $18.3 $81.2 $20.4 $22.7 $15.1 $76.5 Depreciation and amortization 6.2 6.3 6.5 6.2 25.2 6.1 6.5 7.6 26.4 Stock-based compensation 0.4 0.1 0.6 0.1 1.2 0.5 0.2 0.2 1.0 Acquisition and integration expenses 1.6 2.4 1.8 2.1 7.9 1.1 1.8 6.4 11.4 Severance charges - - - - - 0.4 - - 0.4 Gain related to sale of joint venture (1.4) (0.7) - - (2.1) - - - - Adjusted EBITDA $27.9 $30.9 $27.9 $26.7 $113.4 $28.5 $31.2 $29.3 $115.7 Adjusted EBITDA margin 12.8% 13.5% 12.9% 12.0% 12.8% 13.3% 12.8% 11.0% 12.2% Repair & Engineering Three months ended Three months ended
Non - GAAP financial measures – prior segmentation Year ended Last twelve months ended ($ in millions) August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales $168.9 $163.4 $162.9 $200.1 $695.3 $185.0 $175.8 $167.8 $728.7 Operating income (loss) 7.7 6.5 9.6 12.6 $36.4 9.7 13.9 9.4 $45.6 Operting income margin 4.6% 4.0% 5.9% 6.3% 5.2% 5.2% 7.9% 5.6% Sales $168.9 $163.4 $162.9 $200.1 $695.3 $185.0 $175.8 $167.8 $728.7 Contract termination benefit - - - (18.6) (18.6) - - - (18.6) Adjusted sales $168.9 $163.4 $162.9 $181.5 $676.7 $185.0 $175.8 $167.8 $710.1 Operating income (loss) 7.7 6.5 9.6 12.6 $36.4 9.7 13.9 9.4 $45.6 Acquisition, integration & amortization expenses 2.8 1.8 2.8 (1.9) 5.5 1.0 1.2 1.2 1.5 Severance charges - - - - - 0.3 - - 0.3 Impairment charge related to product line exit - - - - - - - 4.9 4.9 Adjusted operating income $10.5 $8.3 $12.4 $10.7 $41.9 $11.0 $15.1 $15.5 $52.3 Adjusted operating margin 6.2% 5.1% 7.6% 5.9% 6.2% 5.9% 8.6% 9.2% 7.4% Operating income (loss) $7.7 $6.5 $9.6 $12.6 $36.4 $9.7 $13.9 $9.4 $45.6 Depreciation and amortization 3.7 4.4 4.2 4.1 16.4 4.0 4.1 4.2 16.4 Stock-based compensation 0.3 0.6 0.5 0.5 1.9 0.5 0.5 0.6 2.1 Acquisition and integration expenses 1.8 0.8 1.9 (3.0) 1.5 - - - (3.0) Impairment charge related to product line exit - - - - - - - 4.9 4.9 Severance charges - - - - - 0.3 - - 0.3 Adjusted EBITDA $13.5 $12.3 $16.2 $14.2 $56.2 $14.5 $18.5 $19.1 $66.3 Adjusted EBITDA margin 8.0% 7.5% 9.9% 7.8% 8.3% 7.8% 10.5% 11.4% 9.3% Integrated Solutions Three months ended Three months ended
Non - GAAP financial measures – prior segmentation Year ended Last twelve months ended ($ in millions) August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales $25.5 $20.2 $28.7 $26.3 $100.7 $22.2 $21.4 $19.5 $89.4 Operating income (loss) (1.7) 2.2 6.4 3.2 $10.1 3.0 2.4 2.8 $11.4 Operting income margin -6.7% 10.9% 22.3% 12.2% 10.0% 13.5% 11.2% 14.4% Sales $25.5 $20.2 $28.7 $26.3 $100.7 $22.2 $21.4 $19.5 $89.4 Contract termination benefit (9.5) - (4.0) - (13.5) - - - - Adjusted sales $16.0 $20.2 $24.7 $26.3 $87.2 $22.2 $21.4 $19.5 $89.4 Operating income (loss) (1.7) 2.2 6.4 3.2 $10.1 3.0 2.4 2.8 $11.4 Contract termination benefit 3.2 - (3.0) - 0.2 - - - - Adjusted operating income $1.5 $2.2 $3.4 $3.2 $10.3 $3.0 $2.4 $2.8 $11.4 Adjusted operating margin 9.4% 10.9% 13.8% 12.2% 11.8% 13.5% 11.2% 14.4% 12.8% Operating income (loss) ($1.7) $2.2 $6.4 $3.2 $10.1 $3.0 $2.4 $2.8 $11.4 Depreciation and amortization 0.4 0.4 0.4 0.4 1.6 0.4 0.5 0.4 1.7 Contract termination benefit 3.2 - (3.0) - 0.2 - - - - Adjusted EBITDA $1.9 $2.6 $3.8 $3.6 $11.9 $3.4 $2.9 $3.2 $13.1 Adjusted EBITDA margin 11.9% 12.9% 15.4% 13.7% 13.6% 15.3% 13.6% 16.4% 14.7% Expeditionary Services Three months ended Three months ended
Non - GAAP financial measures Year ended Last twelve months ended ($ in millions) August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Operating income (loss) (13.8) (65.4) (9.3) (10.8) ($99.3) (9.1) (12.9) (12.2) ($45.0) Operting income margin NA NA NA NA NA NA NA NA NA Sales $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Contract termination benefit - - - - - - - - - Adjusted sales $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Operating income (loss) (13.8) (65.4) (9.3) (10.8) ($99.3) (9.1) (12.9) (12.2) ($45.0) Acquisition, integration & amortization expenses 1.6 0.1 (0.2) - 1.5 1.3 6.4 0.9 8.6 Severance charges - - - - - 0.3 - - 0.3 FCPA settlement and Investigation costs - 59.2 1.1 - 60.3 - - - - Government COVID-related subsidy liability reversal - - - 0.8 0.8 (0.7) - - 0.1 Investigation costs 5.0 - - - 5.0 - - - - Adjusted operating income ($7.2) ($6.1) ($8.4) ($10.0) ($37.5) ($8.2) ($6.5) ($11.3) ($36.1) Adjusted operating margin NA NA NA NA NA NA NA NA NA Operating income (loss) ($13.8) ($65.4) ($9.3) ($10.8) ($99.3) ($9.1) ($12.9) ($12.2) ($45.0) Depreciation and amortization 1.1 1.1 1.0 1.1 4.3 1.1 1.1 1.0 4.3 Stock-based compensation 3.8 3.8 3.9 3.2 14.7 3.6 2.9 2.2 11.9 Acquisition and integration expenses 1.6 - (0.2) - 1.4 1.3 6.3 1.0 8.6 Severance charges - - - - - 0.3 - - 0.3 Government COVID-related subsidy liability reversal - - - 0.8 0.8 (0.7) - - 0.1 Investigation costs 5.0 - - - 5.0 - - - - FCPA settlement and Investigation costs - 59.2 1.1 - 60.3 - - - - Adjusted EBITDA ($2.3) ($1.3) ($3.5) ($5.7) ($12.8) ($3.5) ($2.6) ($8.0) ($19.8) Adjusted EBITDA margin NA NA NA NA NA NA NA NA NA Corporate & Other Three months ended Three months ended
Non - GAAP financial measures Year ended Last twelve months ended ($ in millions) August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 May 31, 2025 August 31, 2025 November 30, 2025 February 28, 2026 February 28, 2026 Sales $661.7 $686.1 $678.2 $754.5 $2,780.5 $739.6 $795.3 $845.1 $3,134.5 Operating income (loss) 43.4 (2.3) 71.1 73.0 $185.2 64.9 67.0 65.8 $270.7 Operting income margin 6.6% -0.3% 10.5% 9.7% 6.7% 8.8% 8.4% 7.8% Sales $661.7 $686.1 $678.2 $754.5 $2,780.5 $739.6 $795.3 $845.1 $3,134.5 Contract termination benefit (9.5) - (4.0) (18.6) (32.1) - - - (18.6) Adjusted sales $652.2 $686.1 $674.2 $735.9 $2,748.4 $739.6 $795.3 $845.1 $3,115.9 Operating income (loss) 43.4 (2.3) 71.1 73.0 $185.2 64.9 67.0 65.8 $270.7 Acquisition, integration & amortization expenses 9.0 7.2 7.5 3.1 26.8 6.4 14.2 15.5 39.2 Severance charges - - - - - 1.0 - - 1.0 Impairment charge related to product line exit - - - - - - - 4.9 4.9 Russian bankruptcy court judgment (reversal) - - (11.1) - (11.1) - - - - Contract termination benefit 3.2 - (3.0) - 0.2 - - - - FCPA settlement and Investigation costs - 59.2 1.1 - 60.3 - - - - Gain related to sale of business/joint venture, net (1.4) (0.7) - - (2.1) - - - - Government COVID-related subsidy liability reversal - - - 0.8 0.8 (0.7) - - 0.1 Investigation costs 5.0 - - - 5.0 - - - - Adjusted operating income $59.2 $63.4 $65.6 $76.9 $265.1 $71.6 $81.2 $86.2 $315.9 Adjusted operating margin 9.1% 9.2% 9.7% 10.4% 9.6% 9.7% 10.2% 10.2% 10.1% Operating income (loss) $43.4 ($2.3) $71.1 $73.0 $185.2 $64.9 $67.0 $65.8 $270.7 Depreciation and amortization 13.5 14.0 14.0 13.7 55.2 13.8 17.1 20.2 64.8 Stock-based compensation 5.0 5.0 5.6 4.3 19.9 5.3 4.3 3.7 17.6 Acquisition and integration expenses 5.0 3.2 3.5 (0.9) 10.8 2.4 8.1 7.5 17.1 Impairment charge related to product line exit - - - - - - - 4.9 4.9 Severance charges - - - - - 1.0 - - 1.0 Russian bankruptcy court judgment (reversal) - - (11.1) - (11.1) - - - - Government COVID-related subsidy liability reversal - - - 0.8 0.8 (0.7) - - 0.1 Investigation costs 5.0 - - - 5.0 - - - - Contract termination benefit 3.2 - (3.0) - 0.2 - - - - FCPA settlement and Investigation costs - 59.2 1.1 - 60.3 - - - - Gain related to sale of joint venture (1.4) (0.7) - - (2.1) - - - - Adjusted EBITDA $73.7 $78.4 $81.2 $90.9 $324.2 $86.7 $96.5 $102.1 $376.2 Adjusted EBITDA margin 11.3% 11.4% 12.0% 12.4% 11.8% 11.7% 12.1% 12.1% 12.1% Consolidated Three months ended Three months ended