Aar Corp. · NYSE:AIR

Aar — Merger or Acquisition (October 2026)

48 slides from Aar's merger presentation, October 2026

  1. Slide 1: Investor Education Presentation

    Investor Education Presentation October 2026 © 2026 AAR CORP. All rights reserved worldwide

  2. Slide 2: Disclaimer

    Disclaimer This presentation and its contents are confidential and proprietary to AAR CORP. (the “Company,” “AAR,” “we” and “our”), and no part of it or its subject matter may be reproduced, redistributed, or otherwise divulged, directly or indirectly, to any other person or published in whole or in

  3. Slide 3: Today's Agenda

    Today’s Agenda I Acquisition Overview II AAR Overview III MRO Holdings Overview IV Key Credit Highlights V Financial Overview Appendix © 2026 AAR CORP. All rights reserved worldwide 3

  4. Slide 4: Today's Presenters

    Today’s Presenters John M. Holmes Dylan Wolin Ben Esbaum Christopher Tillett Chairman, President & CEO Senior Vice President & CFO VP, Strategy & Corporate VP, Investor Relations Development © 2026 AAR CORP. All rights reserved worldwide 4

  5. Slide 5: I. Acquisition Overview

    I. Acquisition Overview © 2026 AAR CORP. All rights reserved worldwide 5

  6. Slide 6: Compelling Opportunity to Accelerate Execution of Strategy

    Compelling Opportunity to Accelerate Execution of Strategy 1 AAR to acquire 65% controlling interest in MRO Holdings at an Enterprise Value of $4.0B Advances strategy to become the leading aviation aftermarket 2 platform; builds additional avenues for Parts, Repair, and Software growth 3 Significant

  7. Slide 7: Overview of Transaction Terms

    Overview of Transaction Terms AAR to Acquire Controlling Interest in MRO Holdings • Acquire controlling interest of MRO Holdings at implied enterprise value of $4.0B Consideration • Initial acquisition of 65% equity ownership with MRO Holdings shareholders retaining 35% • Acquisition of initial 65%

  8. Slide 8: Acquisition Significantly Enhances AAR's Profile

    Acquisition Significantly Enhances AAR’s Profile AAR to acquire a controlling interest of 65% in MRO Holdings Strategic Transaction Transformative Benefits Enhances Financial Profile • Highly strategic acquisition in core Airframe MRO business • Increases AAR’s FY26 sales by ~30+%1 on a pro forma ba

  9. Slide 9: II. AAR Overview

    II. AAR Overview © 2026 AAR CORP. All rights reserved worldwide 9

  10. Slide 10: Company Overview

    Company Overview © 2026 AAR CORP. All rights reserved worldwide 10

  11. Slide 11: AAR's Key Focus Areas

    Company Overview AAR’s Key Focus Areas PARTS REPAIR SOFTWARE New Parts Distribution Airframe MRO (Heavy Maintenance) AAR Software • Large independent provider with scale, global • High value, complex repairs on current & next- • Comprehensive, cloud-based ERP system used presence, & two-way exclusiv

  12. Slide 12: AAR is an Independent Leader in the Aviation Aftermarket

    Company Overview AAR is an Independent Leader in the Aviation Aftermarket Helping customers increase efficiency and reduce costs while maintaining high levels of quality, service, and safety FY26 Government 27% Repair, AIR $3.3B Parts Supply Engineering, Sales by 45% and Software customer 33% type N

  13. Slide 13: Highly Diversified Base of Commercial, Government and Military Customers

    Company Overview Highly Diversified Base of Commercial, Government and Military Customers across OEMs Commercial customers OEMs Government & military customers US: Air Force; Navy; Army; Department of State Colombia: Colombian Aerospace Force Japan: Ministry of Defense Netherlands: Royal Netherlands

  14. Slide 14: AAR is a Global Leader in Aircraft Heavy Maintenance

    AAR is a Global Leader in Aircraft Heavy Maintenance What is Heavy Maintenance? AAR is a Leader in Heavy Maintenance • Heavy maintenance is a recurring, • Strong position in critical narrowbody and regional aircraft mission-critical service to aircraft across North America through their useful life

  15. Slide 15: AAR Has a Strong Track Record of Consistent Financial Performance

    Company Overview AAR Has a Strong Track Record of Consistent Financial Performance Driving significant growth and margin expansion over the past 4 years Adj. Sales ($M)1 Adj. EBITDA ($M) Adj. Op. Income ($M) and Margin (%)1 and Margin (%)1 +16% CAGR +27% CAGR +31% CAGR ~90 avg. bps/yr ~100 avg. bps/

  16. Slide 16: Global Commercial Air Travel Growth Remains Resilient

    Company Overview Global Commercial Air Travel Growth Remains Resilient Global Available Seat Kilometer (ASK) growth1 Large, global traffic base supports ASK Growth continued fleet growth and long-term 25% aftermarket demand ~5% High 20% CAGR scenario Recent capacity reductions are a function 15% ~4%

  17. Slide 17: Growing & Aging Global Aircraft Fleet

    Company Overview Growing & Aging Global Aircraft Fleet Average fleet age will continue to rise through the end of the decade, remain elevated thereafter • Widebody & narrowbody fleet is 45,000 16.0 expected to grow from ~29,000 40,406 41,910 aircraft in 2026 to ~42,000 aircraft in 40,000 37,539 38,9

  18. Slide 18: III. MRO Holdings Overview

    III. MRO Holdings Overview © 2026 AAR CORP. All rights reserved worldwide 18

  19. Slide 19: MRO Holdings at a Glance

    MRO Holdings at a Glance A leader in airframe maintenance, repair, and overhaul services across the Americas Key Statistics Airframe MRO Business Ancillary Businesses • Specializes in airframe heavy maintenance checks • Integrated in-house support platform spanning $1,024M 5 • Comprehensive capabili

  20. Slide 20: IV. Key Credit Highlights

    IV. Key Credit Highlights © 2026 AAR CORP. All rights reserved worldwide 20

  21. Slide 21: Overview of Key Credit Highlights

    Key Credit Highlights Overview of Key Credit Highlights 1 Leading aviation aftermarket platform with enhanced capabilities and customer relevance 2 Expected to enhance AAR’s scale and margin profile, with ~400bps of anticipated Adj. EBITDA Margin1 uplift 3 Complementary to AAR’s existing North Ameri

  22. Slide 22: Integrated Business: Platform for Self-Reinforcing Growth

    1 Integrated Business: Platform for Self-Reinforcing Growth Parts • New parts Distribution drives MRO Holdings Acquisition long-term relationships with Grows and Strengthens AAR’s OEMs Platform • OEM relationships support technical requirements for Component MRO Strengthening leadership in heavy • H

  23. Slide 23: Acquisition Meaningfully Improves Financial Profile

    2 Acquisition Meaningfully Improves Financial Profile Increases growth potential, margins, and cash conversion profile + • Adds scale and significantly expands margins FY Adj. 2026 Sales ($B) $3.3 $4.4 • Enhances cash conversion profile due to low NWC and maintenance capex FY 2026 Adj. EBITDA ($M) $

  24. Slide 24: Combined Footprint Offers Differentiated Scale and Flexibility

    3 Combined Footprint Offers Differentiated Scale and Flexibility Trois-Rivières, Québec Windsor, Ontario Rockford, IL Greensboro, NC Winston-Salem, NC Oklahoma City, OK Lake City, FL Querétaro, Mexico Creates largest MRO Jacksonville, FL in the world1 • From 7 to 12 facilities San Salvador, El Salva

  25. Slide 25: Large Addressable Market in Repair with Strong Secular Growth Drivers

    4 Large Addressable Market in Repair with Strong Secular Growth Drivers Key market drivers Repair total addressable market 1 Increasing air travel driving growing airline demand for high-quality ~$50B+ today solutions, delivered on time • Leading provider of heavy maintenance in North America; 2 Reg

  26. Slide 26: Proven Track Record of Acquisition Integration & Deleveraging

    5 Proven Track Record of Acquisition Integration & Deleveraging AAR is Experienced in Successfully Executing & Integrating M&A March 2023 March 2024 August 2025 September 2025 November 2025 April 2026 Deleveraging Profile AAR Historical Deleveraging Profile1 3.6 x 3 • Committed financing structure i

  27. Slide 27: Led by an Experienced Leadership Team Executing Our Strategy

    6 Led by an Experienced Leadership Team Executing Our Strategy Deep industry expertise and focus on the customer experience John M. Holmes Dylan Wolin Ben Esbaum John Cooper Chairman, SVP and Chief VP, Strategy & Corporate SVP, Global Government President and CEO Financial Officer Development and De

  28. Slide 28: V. Financial Overview

    V. Financial Overview © 2026 AAR CORP. All rights reserved worldwide 28

  29. Slide 29: AAR Historical Financials

    Financial Overview AAR Historical Financials AAR Adj. Sales ($M) AAR Adj. EBITDA ($M) AAR Adj. Operating Cash Flow ($M) % Margin Operating Cash Flow (% Adj. EBITDA) $ 3,486 9% 24% 46% NM 48% 12% 12% 12% 12% 13% $ 3,308 $ 2,748 $ 431 $ 401 $ 199 $ 324 $ 94 $ 918 $ 57 $ 740 $ 117 $ 29 $ 87 $(48) 2025A

  30. Slide 30: MRO Holdings Historical Financials

    Financial Overview MRO Holdings Historical Financials MROH Adj. Operating Revenues ($M) MROH Adj. EBITDA ($M) MROH Adj. Operating Cash Flow ($M) % Margin Operating Cash Flow (% Adj. EBITDA) $ 1,043 28% 30% 28% 30% 28% 51% 67% 56% 60% 35% $ 1,024 $ 829 $ 308 $ 528 $ 291 $ 509 $ 233 $ 208 $ 158 $ 163

  31. Slide 31: Historical Pro Forma Financials

    Financial Overview Historical Pro Forma Financials Transaction AAR MROH Adjustments4 Pro Forma Adj. Sales ($M) Pro Forma Adj. EBITDA ($M) Pro Forma Adj. Operating Cash Flow ($M) % Margin Operating Cash Flow (% Adj. EBITDA) $4,513 $4,351 17 % 17 % 17 % 40% 52% 55% $1,027 $769 $1,043 $749 $64 $64 $401

  32. Slide 32: Appendix

    Appendix © 2026 AAR CORP. All rights reserved worldwide 32

  33. Slide 33: Current Capitalization

    Current Capitalization As of 31-Aug-2026 Amount x EBITDA Rate1 Maturity / Tenor Cash & Cash Equivalents $ 105 Unsecured Revolver ($1,375mm) 185 S + 1.250- 2.500 % Oct-31 6.750 % Senior Unsecured Notes due 2029 700 6.750 % Mar-29 Total Debt $ 885 2.1 x Net Debt 781 1.8 Market Capitalization2 3,780 To

  34. Slide 34: Pro Forma Non-GAAP Financial Measures: Adjusted Sales (FYE May 2026)

    Pro Forma Non-GAAP Financial Measures Adjusted Sales (FYE 31-May-2026) Historical Pro Forma AAR Year ended May 31, MRO Holdings Twelve months Pro Forma Transaction ($ in millions) 2026 ended March 31, 2026 Adjustments Year ended May 31, 2026 (GAAP) (IFRS) (unaudited) Sales $3,308.0 $926.9 — $4,234.9

  35. Slide 35: Pro Forma Non-GAAP Financial Measures: Adjusted Sales (TTM Aug 2026)

    Pro Forma Non-GAAP Financial Measures Adjusted Sales (TTM 31-Aug-2026) Historical Pro Forma AAR Twelve months ended MRO Holdings Twelve months Pro Forma Transaction Twelve months ended ($ in millions) August 31, 2026 ended September 30, 2026 Adjustments August 31, 2026 (GAAP) (IFRS) (unaudited) Sale

  36. Slide 36: Pro Forma Non-GAAP Financial Measures: Adjusted Sales (L3M Aug 2026)

    Pro Forma Non-GAAP Financial Measures Adjusted Sales (L3M 31-Aug-2026) Historical Pro Forma AAR Three months ended MRO Holdings Three months Pro Forma Transaction Three months ended ($ in millions) August 31, 2026 ended June 30, 2026 Adjustments August 31, 2026 (GAAP) (IFRS) (unaudited) Sales $918.0

  37. Slide 37: Pro Forma Non-GAAP: Adjusted Operating Cash Flow (FYE May 2026)

    Pro Forma Non-GAAP Financial Measures Adjusted Operating Cash Flow (FYE 31-May-2026) Historical Pro Forma MRO Holdings Twelve Pro Forma AAR Year ended May months ended March 31, Transaction Year ended May 31, ($ in millions) 31, 2026 2026 Adjustments 2026 (GAAP) (IFRS) Cash provided by operating act

  38. Slide 38: Pro Forma Non-GAAP: Adjusted Operating Cash Flow (TTM Aug 2026)

    Pro Forma Non-GAAP Financial Measures Adjusted Operating Cash Flow (TTM 31-Aug-2026) Historical Pro Forma MRO Holdings Twelve Twelve months AAR Twelve months months ended September Pro Forma Transaction ended August 31, ($ in millions) ended August 31, 2026 30, 2026 Adjustments 2026 (GAAP) (IFRS) (u

  39. Slide 39: Pro Forma Non-GAAP: Adjusted Operating Cash Flow (L3M Aug 2026)

    Pro Forma Non-GAAP Financial Measures Adjusted Operating Cash Flow (L3M 31-Aug-2026) Historical Pro Forma AAR Three months MRO Holdings Three Pro Forma Three months ended August 31, months ended June 30, Transaction ended August 31, ($ in millions) 2026 2026 Adjustments 2026 (GAAP) (IFRS) Cash provi

  40. Slide 40: Pro Forma Non-GAAP Financial Measures: Adjusted EBITDA (FYE May 2026)

    Pro Forma Non-GAAP Financial Measures Adjusted EBITDA (FYE 31-May-2026) Historical Pro Forma MRO Holdings Twelve months Pro Forma Transaction ($ in millions) AAR Year ended May 31, 2026 ended March 31, 2026 Adjustments Year ended May 31, 2026 (GAAP) (IFRS) Net income $187.7 $73.4 ($156.3) $104.8 Inc

  41. Slide 41: Pro Forma Non-GAAP Financial Measures: Adjusted EBITDA (TTM Aug 2026)

    Pro Forma Non-GAAP Financial Measures Adjusted EBITDA (TTM 31-Aug-2026) Historical Pro Forma AAR Twelve months ended MRO Holdings Twelve months Pro Forma Transaction Twelve months ended August ($ in millions) August 31, 2026 ended September 30, 2026 Adjustments 31, 2026 (GAAP) (IFRS) (unaudited) Net

  42. Slide 42: Pro Forma Non-GAAP Financial Measures: Adjusted EBITDA (L3M Aug 2026)

    Pro Forma Non-GAAP Financial Measures Adjusted EBITDA (L3M Aug-31-2026) Historical Pro Forma AAR Three months ended MRO Holdings Three months Pro Forma Transaction Three months ended August ($ in millions) August 31, 2026 ended June 30, 2026 Adjustments 31, 2026 (GAAP) (IFRS) Net income $40.1 $20.2

  43. Slide 43: MRO Holdings Non-GAAP: Adjusted Operating Revenues

    MRO Holdings Non-GAAP Financial Measures Adjusted Operating Revenues Historical Year ended Year ended Six months ended Six months ended Twelve months Three months ended ($ in millions) December 31, 2024 December 31, 2025 June 30, 2025 June 30, 2026 ended June 30, 2026 September 30, 2026 Operating Re

  44. Slide 44: MRO Holdings Non-GAAP: Adjusted EBITDA

    MRO Holdings Non-GAAP Financial Measures Adjusted EBITDA Historical Year ended December Year ended December Six months ended June Six months ended June Twelve months ended Three months ended ($ in millions) 31, 2024 31, 2025 30, 2025 30, 2026 June 30, 2026 September 30, 2026 Net Income $59.1 $90.2 $

  45. Slide 45: MRO Holdings Non-GAAP: Adjusted Operating Cash Flow

    MRO Holdings Non-GAAP Financial Measures Adjusted Operating Cash Flow Historical Year ended Year ended Six months Six months Twelve months Three months December 31, December 31, ended June 30, ended June 30, ended June 30, ended September ($ in millions) 2024 2025 2025 2026 2026 30, 2026 Net cash pr

  46. Slide 46: AAR Non-GAAP: Adjusted Sales, Adjusted EBITDA, Adjusted EBITDA Margin

    AAR Non-GAAP Financial Measures Adjusted Sales, Adjusted EBITDA, Adjusted EBITDA Margin ($ in millions) FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 LTM Q1 2027 Sales $1,820.0 $1,990.5 $2,318.9 $2,780.5 $3,308.0 $3,486.4 Contract termination/restructuring & loss provision, net and bankruptcy charge (2.9)

  47. Slide 47: AAR Non-GAAP Financial Measures: Adjusted Operating Income

    AAR Non-GAAP Financial Measures Adjusted Operating Income ($ in millions) FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 Sales $1,820.0 $1,990.5 $2,318.9 $2,780.5 $3,308.0 Contract termination/restructuring & loss provision, net and bankruptcy charge (2.9) 0.1 2.3 (32.2) - Adjusted sales $1,817.1 $1,990.6

  48. Slide 48: AAR Non-GAAP Financial Measures: Adjusted Operating Cash Flow

    AAR Non-GAAP Financial Measures Adjusted Operating Cash Flow ($ in millions) FY2025 FY 2026 Cash provided by operating activities $36.1 $98.7 Amounts outstanding on accounts receivable financing program: Beginning of period 13.7 21.3 End of period (21.3) (25.7) Adjusted Operating Cash Flow $28.5 $94

AAR — Merger or Acquisition (October 2026) on 6ix