AAR CORP (Form: 10-Q, Received: 09/25/2012 16:57:13)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended August 31, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 1-6263

AAR CORP.

(Exact name of registrant as specified in its charter)

Delaware		36-2334820
(State or other jurisdiction of incorporation		(I.R.S. Employer Identification No.)
or organization)

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

(630) 227-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 31, 2012, there were 39,940,227 shares of the registrant’s Common Stock, $1.00 par value per share, outstanding.

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AAR CORP. and Subsidiaries

Quarterly Report on Form 10-Q

For the Quarter Ended August 31, 2012

Table of Contents

				Page

Part I — FINANCIAL INFORMATION
	Item 1.	Financial Statements
			Condensed Consolidated Balance Sheets	3-4
			Condensed Consolidated Statements of Income	5
			Condensed Consolidated Statements of Comprehensive Income	6
			Condensed Consolidated Statements of Cash Flows	7
			Condensed Consolidated Statement of Changes in Equity	8
			Notes to Condensed Consolidated Financial Statements	9-19
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20-23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
	Item 4.	Controls and Procedures		23

Part II — OTHER INFORMATION
	Item 1A.	Risk Factors		24
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
	Item 6.	Exhibits		24

	Signature Page			25
	Exhibit Index			26

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PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

AAR CORP. and Subsidiaries

Condensed Consolidated Balance Sheets

As of August 31, 2012 and May 31, 2012

(In millions, except share data)

	August 31,		May 31,
	2012		2012
	(Unaudited)

Assets:
Current assets:
Cash	$	67.7	$	67.7
Accounts receivable, less allowances of $6.9 and $8.2, respectively	282.8		302.1
Inventories	466.0		461.2
Rotable spares and equipment on or available for short-term lease	140.1		138.6
Deposits, prepaids and other	55.0		71.1
Deferred tax assets	22.0		22.6
Total current assets	1,033.6		1,063.3

Property, plant and equipment, net of accumulated depreciation of $308.4 and $298.4, respectively	374.3		382.9

Other assets:
Goodwill	253.8		262.6
Intangible assets, net	164.7		155.0
Equipment on long-term lease	69.7		73.1
Investment in joint ventures	49.4		49.9
Other	224.8		208.9
	762.4		749.5
	$	2,170.3	$	2,195.7

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Condensed Consolidated Balance Sheets

As of August 31, 2012 and May 31, 2012

(In millions, except share data)

	August 31,			May 31,
	2012			2012
	(Unaudited)

Liabilities and equity:
Current liabilities:
Short-term debt	$	0.6		$	0.6
Current maturities of long-term debt	107.6			122.2
Accounts and trade notes payable	176.5			201.4
Accrued liabilities	131.9			149.0
Total current liabilities	416.6			473.2

Long-term debt, less current maturities	679.4			669.4
Deferred tax liabilities	122.6			115.9
Other liabilities and deferred income	69.6			71.2
	871.6			856.5

Equity:
Preferred stock, $1.00 par value, authorized 250,000 shares; none issued	—			—
Common stock, $1.00 par value, authorized 100,000 shares; issued 44,840,546 and 44,849,196 shares at cost, respectively	44.8			44.8
Capital surplus	423.4			423.6
Retained earnings	557.0			541.8
Treasury stock, 4,887,819 and 4,576,368 shares at cost, respectively	(93.3		)	(90.4		)
Accumulated other comprehensive loss	(51.3		)	(55.2		)
Total AAR shareholders’ equity	880.6			864.6
Noncontrolling interest	1.5			1.4
Total equity	882.1			866.0
	$	2,170.3		$	2,195.7

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Condensed Consolidated Statements of Income

For the Three Months Ended August 31, 2012 and 2011

(Unaudited)

(In millions)

	Three Months Ended
	August 31,
	2012			2011
Sales:
Sales from products	$	327.5		$	331.4
Sales from services	223.0			154.1
	550.5			485.5
Cost and operating expenses:
Cost of products	284.1			290.4
Cost of services	176.1			119.4
Selling, general and administrative	53.3			43.1
	513.5			452.9
Earnings from joint ventures	1.4			0.2
Operating income	38.4			32.8
(Loss) on extinguishment of debt	(0.2		)	—
Interest expense	(10.6		)	(7.5		)
Interest income	0.4			0.1
Income before provision for income taxes	28.0			25.4
Provision for income taxes	9.7			8.8
Net income attributable to AAR and noncontrolling interest	18.3			16.6
(Income) loss attributable to noncontrolling interest	(0.1		)	—
Net income attributable to AAR	$	18.2		$	16.6

Earnings per share — basic	$	0.46		$	0.41
Earnings per share — diluted	$	0.45		$	0.41

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

For the Three Months Ended August 31, 2012 and 2011

(Unaudited)

(In millions)

	Three Months Ended
	August 31,
	2012			2011
Net income attributable to AAR and noncontrolling interest	$	18.3		$	16.6
Other comprehensive income, net of tax:
Currency translation adjustments, net of tax expense of $0.6 and $0, respectively	4.3			0.1
Derivative instruments unrealized losses, net of tax benefit of ($0.2) and ($1.4), respectively	(0.4		)	(2.5		)
Total other comprehensive income, net of tax	3.9			(2.4		)
Comprehensive income	22.2			14.2
Less: Comprehensive income attributable to noncontrolling interests	(0.1		)	—
Comprehensive income attributable to AAR	$	22.1		$	14.2

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended August 31, 2012 and 2011

(Unaudited)

(In millions)

	Three Months Ended
	August 31,
	2012			2011
Cash flows from operating activities:
Net income attributable to AAR and noncontrolling interest	$	18.3		$	16.6
Adjustments to reconcile net income attributable to AAR and noncontrolling interest to net cash provided from operating activities:
Depreciation and amortization	20.3			15.8
Amortization of stock-based compensation	2.9			2.6
Amortization of debt discount	2.9			3.2
Amortization of overhaul costs	5.9			0.9
Deferred tax provision	5.6			2.8
Tax benefits from exercise of stock options	—			(0.8		)
Loss on extinguishment of debt	0.2			—
Earnings from joint ventures	(1.4		)	(0.2		)
Changes in certain assets and liabilities:
Accounts and notes receivable	20.7			(9.0		)
Inventories	(4.3		)	(36.8		)
Rotable spares and equipment on or available for short-term lease	(1.5		)	(8.3		)
Equipment on long-term lease	1.3			19.5
Accounts and trade notes payable	(25.6		)	5.0
Accrued and other liabilities	(3.4		)	(5.1		)
Other, primarily program and overhaul costs	(8.7		)	(31.8		)
Net cash provided from (used in) operating activities	33.2			(25.6		)

Cash flows from investing activities:
Property, plant and equipment expenditures	(11.0		)	(41.8		)
Proceeds from sale of equipment	11.0			—
Payments for acquisitions	(16.5		)	—
Other	(0.4		)	(0.5		)
Net cash used in investing activities	(16.9		)	(42.3		)

Cash flows from financing activities:
Proceeds from borrowing	20.0			50.0
Reduction in borrowing, net	(27.6		)	(3.1		)
Reduction in capital lease obligations	—			(0.5		)
Reduction in equity due to convertible bond repurchases	(0.3		)	—
Cash dividends	(3.0		)	(3.0		)
Purchase of treasury stock	(6.1		)	(1.0		)
Stock option exercises	—			2.9
Tax benefits from exercise of stock options	—			0.8
Net cash (used in) provided from financing activities	(17.0		)	46.1
Effect of exchange rate changes on cash	0.7			(0.1		)
Decrease in cash and cash equivalents	—			(21.9		)
Cash and cash equivalents, beginning of period	67.7			57.4
Cash and cash equivalents, end of period	$	67.7		$	35.5

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

For the Three Months Ended August 31, 2012

(Unaudited)

(In millions)

												Accumulated
												Other			Total AAR
	Common		Capital			Retained			Treasury			Comprehensive			Shareholders’			Noncontrolling		Total
	Stock		Surplus			Earnings			Stock			Income (Loss)			Equity			Interest		Equity
Balance, May 31, 2012	$	44.8	$	423.6		$	541.8		$	(90.4	)	$	(55.2	)	$	864.6		$	1.4	$	866.0
Net income	—		—			18.2			—			—			18.2			0.1		18.3
Cash dividends	—		—			(3.0		)	—			—			(3.0		)	—		(3.0		)
Exercise of stock options and stock awards	—		0.8			—			—			—			0.8			—		0.8
Restricted stock activity	—		(1.0		)	—			3.2			—			2.2			—		2.2
Repurchase of shares	—		—			—			(6.1		)	—			(6.1		)	—		(6.1		)
Other comprehensive income, net of tax	—		—			—			—			3.9			3.9			—		3.9
Balance, August 31, 2012	$	44.8	$	423.4		$	557.0		$	(93.3	)	$	(51.3	)	$	880.6		$	1.5	$	882.1

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

Note 1 — Basis of Presentation

AAR CORP. and its subsidiaries are referred to herein collectively as “AAR,” “Company,” “we,” “us,” and “our,” unless the context indicates otherwise. The accompanying condensed consolidated financial statements include the accounts of AAR and its subsidiaries after elimination of intercompany accounts and transactions.

We have prepared these statements without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The condensed consolidated balance sheet as of May 31, 2012 has been derived from audited financial statements. To prepare the financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”), management has made a number of estimates and assumptions relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Certain information and note disclosures, normally included in comprehensive financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to such rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our latest annual report on Form 10-K.

In the opinion of management, the condensed consolidated financial statements reflect all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the condensed consolidated financial position of AAR CORP. and its subsidiaries as of August 31, 2012, the condensed consolidated statements of income, the condensed consolidated statements of comprehensive income, and its cash flows for the three-month periods ended August 31, 2012 and 2011 and the condensed consolidated statement of changes in equity for the three-month period ended August 31, 2012. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

Note 2 — Revenue Recognition

Sales and related cost of sales for product sales are recognized upon shipment of the product to the customer. Our standard terms and conditions provide that title passes to the customer when the product is shipped to the customer. Sales of certain defense products are recognized upon customer acceptance, which includes transfer of title. Under the majority of our expeditionary airlift services contracts, we are paid and record as revenue a fixed daily amount per aircraft for each day an aircraft is available to perform airlift services. In addition, we are paid and record as revenue an amount which is based on number of hours flown. Sales from services and the related cost of services are generally recognized when customer-owned material is shipped back to the customer. We have adopted this accounting policy because at the time the customer-owned material is shipped back to the customer, all services related to that material are complete as our service agreements generally do not require us to provide services at customer sites. Furthermore, serviced units are typically shipped to the customer immediately upon completion of the related services. Sales and related cost of sales for certain long-term manufacturing contracts and certain large airframe maintenance contracts and performance-based logistics programs are recognized by the percentage of completion method, either based on the relationship of costs incurred to date to estimated total costs or the units of delivery method. Lease revenues are recognized as earned. Income from monthly or quarterly rental payments is recorded in the pertinent period according to the lease agreement. However, for leases that provide variable rents, we recognize lease income on a straight-line basis. In addition to a monthly lease rate, some engine leases require an additional rental amount based on the number of hours the engine is used in a particular month. Lease income associated with these contingent rentals is recorded in the period in which actual usage is reported to us by the lessee, which is normally the month following the actual usage.

Certain supply chain management programs we provide our customers contain multiple elements or deliverables, such as program and warehouse management, parts distribution and maintenance and repair services. We recognize revenue for each element or deliverable that can be identified as a separate unit of accounting at the time of delivery based upon the relative fair value of the products and services.

Included in accounts receivable as of August 31, 2012 and May 31, 2012, are $30.7 million and $36.2 million, respectively, of unbilled accounts receivable related to a defense supply chain support agreement. These

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

unbilled accounts receivable relate to costs we have incurred on parts that were requested and accepted by our customer to support the program. These costs have not been billed by us because the customer has not issued the final paperwork necessary to allow for billing.

In addition to the unbilled accounts receivable, included in Other on the condensed consolidated balance sheet as of August 31, 2012 and May 31, 2012, are $28.9 million and $27.9 million, respectively, of costs in excess of amounts billed for the same defense supply chain support agreement. We expect to recover costs in excess of amounts billed through future billings over the life of the program.

Note 3 — Accounting for Stock-Based Compensation

Stock Options

In July 2012, as part of our annual long-term stock incentive compensation, we granted 958,180 stock options to eligible employees at an exercise price of $12.90 and weighted average fair value of $4.6 million. The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	Three Months Ended
	August 31,
	2012		2011
Risk-free interest rate	0.6	%	1.5	%
Expected volatility of common stock	51	%	46	%
Dividend yield	2.3	%	1.0	%
Expected option term in years	5.4		5.7

The total intrinsic value of stock options exercised during the three-month periods ended August 31, 2012 and 2011 was zero and $3.3 million, respectively. Expense charged to operations for stock options during the three-month periods ended August 31, 2012 and 2011 was $0.7 and $1.1 million, respectively.

Restricted Stock

In July 2012, as part of our annual long-term stock incentive compensation, we granted 53,280 shares of performance-based restricted stock and 65,780 restricted shares to eligible employees. The grant date fair value per share was $12.90. We also granted 45,000 restricted shares to members of the Board of Director with a grant date fair value per share of $11.56. Expense charged to operations for restricted stock during the three-month periods ended August 31, 2012 and 2011 was $2.2 million and $1.5 million, respectively.

Note 4 — Inventory

The summary of inventories is as follows:

	August 31,		May 31,
	2012		2012
Raw materials and parts	$	97.0	$	101.3
Work-in-process	76.7		64.7
Purchased aircraft, parts, engines and components held for sale	292.3		295.2
	$	466.0	$	461.2

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

Note 5 — Supplemental Cash Flow Information

	Three Months Ended
	August 31,
	2012		2011
Interest paid	$	10.6	$	3.2
Income taxes paid	3.1		1.9
Income tax refunds received	5.5		4.9

Note 6 — Financing Arrangements

A summary of the carrying amount of our debt is as follows:

	August 31,			May 31,
	2012			2012

Revolving credit facility expiring April 12, 2016 with interest payable monthly	$	300.0		$	280.0
Revolving credit facility (secured by aircraft and related engines and components) due April 23, 2015 with floating interest rate, payable monthly	31.2			33.0
Revolving credit facility subject to annual review in March with interest payable quarterly	0.6			0.6
Note payable due July 19, 2012 with interest at 7.22%, payable monthly	—			8.4
Note payable due March 15, 2014 with floating interest rate, payable monthly	2.2			2.6
Note payable due March 9, 2017 with floating interest rate, payable semi-annually on June 1 and December 1	45.0			50.0
Note payable due January 15, 2022 with interest at 7.25% payable semi-annually on January 15 and July 15	172.1			172.1
Mortgage loan (secured by Wood Dale, Illinois facility) due August 1, 2015 with interest at 5.01%	11.0			11.0
Convertible notes payable due March 1, 2014 with interest at 1.625% payable semi-annually on March 1 and September 1	69.4			68.5
Convertible notes payable due March 1, 2016 with interest at 2.25% payable semi-annually on March 1 and September 1	42.4			46.1
Convertible notes payable due February 1, 2026 with interest at 1.75% payable semi-annually on February 1 and August 1	88.7			94.9
Industrial revenue bond (secured by trust indenture on property, plant and equipment) due August 1, 2018 with floating interest rate, payable monthly	25.0			25.0
Total debt	787.6			792.2
Current maturities of debt	(108.2		)	(122.8		)
Long-term debt	$	679.4		$	669.4

During the three-month period ended August 31, 2012, we repurchased $5.0 million par value of our 2.25% convertible notes due March 1, 2016 and $8.0 million par value of our 1.75% convertible notes due February 1, 2026. The 2.25% notes were repurchased for $4.4 million cash and the 1.75% notes were repurchased for $7.9 million cash, with a total loss of $0.2 million, after consideration of unamortized discount and debt issuance costs. The losses on the debt repurchases for the 2.25% and 1.75% convertible notes are recorded in Loss on extinguishment of debt on the condensed consolidated statements of income.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

At August 31, 2012, the face value of our debt was $806.3 million and the estimated fair value was approximately $799.1 million.

The fair value amounts of our long-term debt securities are estimated using significant other observable inputs including quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. This debt is classified as Level 2 in the fair value hierarchy.

We are subject to a number of covenants under our financing arrangements, including restrictions which relate to the payment of cash dividends, maintenance of minimum net working capital and tangible net worth levels, fixed charge coverage ratio, sales of assets, additional financing, purchase of our shares and other matters. We are in compliance with all financial covenants under our financing arrangements.

Convertible Notes

As of August 31, 2012 and May 31, 2012, the long-term debt and equity component (recorded in capital surplus, net of income tax benefit) consisted of the following:

	August 31,			May 31,
	2012			2012
Long-term debt:
Principal amount	$	216.3		$	229.3
Unamortized discount	(15.8		)	(19.8		)
Net carrying amount	$	200.5		$	209.5

Equity component, net of tax	$	74.8		$	74.8

The discount on the liability component of long-term debt is being amortized using the effective interest method based on an effective rate of 8.48% for our 1.75% convertible notes; 6.82% for our 1.625% convertible notes and 7.41% for our 2.25% convertible notes. For our 1.75% convertible notes, the discount is being amortized through February 1, 2013, which is the first put date for those notes. For our 1.625% and 2.25% convertible notes, the discount is being amortized through their respective maturity dates of March 1, 2014 and March 1, 2016.

As of August 31, 2012 and 2011, for each of our convertible note issuances, the “if converted” value does not exceed its principal amount.

The interest expense associated with the convertible notes was as follows:

	Three Months Ended
	August 31,
	2012		2011
Coupon interest	$	1.0	$	1.2
Amortization of deferred financing fees	0.2		0.2
Amortization of discount	2.8		3.2
Interest expense related to convertible notes	$	4.0	$	4.6

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

Note 7 — Derivative Instruments and Hedging Activities

We are exposed to interest rate risk associated with fluctuations in interest rates on our variable rate debt. During the first quarter of fiscal 2012, we entered into two derivative financial instruments in order to manage our variable interest rate exposure over a medium- to long-term period. We use a floating-to-fixed interest rate swap to hedge interest on $50 million of notional principal balance under our revolving credit agreement. We also use an interest rate cap agreement on $50 million of notional principal interest under our revolving credit agreement.

We do not hold or issue derivative instruments for trading purposes and are not a party to any instruments with leverage or prepayment features. In connection with derivative financial instruments, there exists the risk of the possible inability of counterparties to meet the terms of their contracts. We mitigate this risk by performing financial reviews before the contract is entered into, as well as on-going periodic evaluations. We do not expect any significant losses from counterparty defaults.

We classify the derivatives as assets or liabilities on the balance sheet. Accounting for the change in fair value of the derivatives is a function of whether the instrument qualifies for, and has been designated as, a hedging relationship, and the type of hedging relationship. As of August 31, 2012, all of our derivative instruments were classified as cash flow hedges. The fair value of our interest rate swap and our interest cap agreements represents the difference in the present values of cash flows calculated at the contracted interest rates and at current market interest rates at the end of the reporting period.

We record the fair value of assets and liabilities in accordance with the hierarchy established by the authoritative guidance for fair value measurements. The fair value of our interest rate derivatives are classified as Level 2, which refers to fair values estimated using significant other observable inputs including quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. The following table summarizes the classification and fair values of our interest rate derivative instruments reported in the condensed consolidated balance sheet as of August 31, 2012.

		Derivative		Derivative
Derivatives designated		Assets		Liabilities
as hedging instruments	Balance Sheet Classification	August 31, 2012		August 31, 2012
Interest rate cap	Long-term assets	$	0.2	$	—
Interest rate swap	Long-term liabilities	—		(5.0		)

The following table summarizes the classification and fair values of our interest rate derivative instruments reported in the condensed consolidated balance sheet as of May 31, 2012.

		Derivative		Derivative
Derivatives designated		Assets		Liabilities
as hedging instruments	Balance Sheet Classification	May 31, 2012		May 31, 2012
Interest rate cap	Long-term assets	$	0.2	$	—
Interest rate swap	Long-term liabilities	—		(4.5		)

We include gains and losses on the derivative instruments in other comprehensive income. We recognize the gains and losses on our derivative instruments as an adjustment to interest expense in the period the hedged interest payment affects earnings. The impact of the interest rate swap and interest cap agreement for the three-month periods ended August 31, 2012 and 2011 was an unrealized loss of $0.4 million and $2.5 million, respectively, recorded in accumulated other comprehensive income (loss). We expect minimal gain or loss to be reclassified into earnings within the next 12 months.

Note 8 — Earnings per Share

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during each period. The computation of diluted earnings per share is based on the weighted average

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options, shares issuable upon vesting of restricted stock awards and shares to be issued upon conversion of convertible debt.

We use the “if-converted” method in calculating the diluted earnings per share effect of the assumed conversion of our contingently convertible debt issued in fiscal 2006 because the principal for that issuance can be settled in stock, cash or a combination thereof. Under the “if converted” method, the after-tax effect of interest expense related to the convertible securities is added back to net income, and the convertible debt is assumed to have been converted into common shares at the beginning of the period.

In accordance with ASC 260-10-45, Share-Based Payment Arrangements and Participating Securities and the Two-Class Method , our unvested restricted stock awards are deemed participating securities since these shares are entitled to participate in dividends declared on common shares. During periods of net income, the calculation of earnings per share for common stock exclude income attributable to unvested restricted stock awards from the numerator and exclude the dilutive impact of those shares from the denominator. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company.

The following table provides a reconciliation of the computations of basic and diluted earnings per share information for the three-month periods ended August 31, 2012 and 2011.

	Three Months Ended
	August 31,
	2012			2011
Basic EPS:
Net income attributable to AAR and noncontrolling interest	$	18.3		$	16.6
Less income attributable to participating shares	(0.6		)	(0.6		)
Less income attributable to noncontrolling interest	(0.1		)	—
Net income attributable to AAR available to common shareholders	$	17.6		$	16.0

Basic shares:
Weighted average common shares outstanding	38.5			38.9

Earnings per share — basic	$	0.46		$	0.41

Diluted EPS:
Net income attributable to AAR and noncontrolling interest	$	18.3		$	16.6
Less income attributable to participating shares	(0.6		)	(0.5		)
Less income attributable to noncontrolling interest	(0.1		)	—
Add after-tax interest on convertible debt	1.2			1.5
Net income attributable to AAR available to common shareholders	$	18.8		$	17.6

Diluted shares:
Weighted average common shares outstanding	38.5			38.9
Additional shares from the assumed exercise of stock options	—			0.4
Additional shares from the assumed conversion of convertible debt	3.2			4.0
Weighted average common shares outstanding — diluted	41.7			43.3

Earnings per share — diluted	$	0.45		$	0.41

At August 31, 2012 and 2011, respectively, stock options to purchase 1,489,672 shares and 210,000 shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because the exercise price of each of these options was greater than the average market price of the common shares during the interim periods then ended.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

Note 9 — Acquisitions

On December 2, 2011, we acquired Telair International GmbH (“Telair”) and Nordisk Aviation Products, AS (“Nordisk). Telair is a leader in the design, manufacture and support of cargo loading systems for wide-body and narrow-body aircraft with established positions on the world’s most popular current and next-generation passenger and freighter aircraft. Telair operates from facilities in Germany, Sweden and Singapore. Nordisk designs and manufactures heavy duty pallets and lightweight cargo containers for commercial airlines from facilities in Norway and China. The purchase price of the acquisition was $280 million paid at closing, plus or minus a working capital adjustment. During the fourth quarter of fiscal 2012, the working capital adjustment was finalized, which increased the purchase price to $296.5 million. The $16.5 million was paid in the first quarter of fiscal 2013. The businesses operate as part of our Structures and Systems segment.

On October 11, 2011, we acquired Airinmar Holdings Limited (“Airinmar”), a sophisticated repair, outsourcing and warranty claim manager. Airinmar operates as part of our Aviation Supply Chain segment. Total consideration is estimated to be $43.5 million, which included $23.2 million cash paid at closing, and a potential earn-out payment of $20.3 million. The potential earn-out payment is based upon Airinmar achieving certain EBITDA (earnings before interest, taxes, depreciation and amortization) levels over a two-year period, as well as retaining certain key customers. In accordance with accounting principles generally accepted in the United States of America, a liability of $20.3 million was recognized as an estimate of the acquisition date fair value of the earn-out and was included in Other non-current liabilities on our consolidated balance sheet as of February 29, 2012. During the fourth quarter of 2012, this estimate was reduced by $3.4 million and this change in the fair value of the earn-out was recognized in earnings.

During the current period, we completed the final purchase price allocation for Airinmar and the results are as follows:

Cash	$	3.7
Accounts receivable	8.0
Prepaid expenses	0.9
Property, plant and equipment	0.6
Deferred tax assets	5.3
Goodwill and identified intangibles	42.4
Accounts payable	(6.7		)
Deferred tax liabilities	(5.3		)
Accrued liabilities	(5.4		)

For Telair and Nordisk, we are continuing the review of our fair value estimate of assets acquired and liabilities assumed during the measurement period, which will conclude as soon as we receive the information we are seeking about facts and circumstances that existed as of the acquisition date, or learn that more information is not available. This measurement period will not exceed one year from the acquisition date. At the effective date of the acquisition, the assets acquired and liabilities assumed are generally required to be measured at fair value.

Our fair value estimate of assets acquired and liabilities assumed is pending completion of several elements, including the finalization of an independent appraisal and valuations of fair value of the assets acquired and liabilities assumed and final review by our management. The primary areas that are not yet finalized relate to the fair value of property and equipment, intangible assets and income and non-income related taxes. Accordingly, there could be material adjustments to our consolidated financial statements, including changes in our depreciation and amortization expense related to the valuation of property and equipment and intangible assets acquired and their respective useful lives among other adjustments.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

The final determination of the assets acquired and liabilities assumed will be based on the established fair value of the assets acquired and the liabilities assumed as of the acquisition date. The excess of the purchase price over the fair value of net assets acquired is allocated to goodwill. The final determination of the purchase price, fair values and resulting goodwill may differ significantly from what is reflected in the consolidated financial statements.

The preliminary purchase price allocation for Telair and Nordisk is as follows:

Cash	$	1.5
Accounts receivable	47.1
Inventories	54.5
Prepaid expenses	4.1
Property, plant and equipment	17.0
Deferred tax assets	34.3
Goodwill and identified intangibles	223.9
Notes payable	(1.6		)
Accounts payable	(14.7		)
Deferred tax liabilities	(34.3		)
Accrued liabilities	(27.5		)
Other long-term liabilities	(7.8		)

Note 10 — Program Development Costs

In June 2005, we announced that our Cargo Systems business was selected to provide cargo handling systems for the new Airbus A400M Military Transport Aircraft (“A400M”). Our portion of the revenue from this program is expected to exceed $300 million through fiscal 2021, based on sales projections of the A400M. As of August 31, 2012 and May 31, 2012, we have capitalized, net of reimbursements, $101.7 million and $91.9 million, respectively, of costs associated with the engineering and development of the cargo system. Sales and related cost of sales will be recognized on the units of delivery method. In determining the recoverability of the capitalized program development costs, we have utilized certain judgments and estimates concerning expected revenues and the cost to manufacture the A400M cargo system. Differences between actual results and the assumptions utilized by us may result in us not fully recovering the value of the program development costs, which would unfavorably impact our financial condition and results of operations.

Note 11 —Aircraft Portfolio

Within our Aviation Supply Chain segment, we own commercial aircraft with joint venture partners as well as aircraft that are wholly-owned. These aircraft are available for lease or sale to commercial air carriers.

Aircraft Owned through Joint Ventures

As of August 31, 2012 and May 31, 2012, we had ownership interests in 18 aircraft with joint venture partners. As of August 31, 2012 and May 31, 2012, our equity investment in aircraft owned with joint venture partners was approximately $41.3 million and is included in Investment in joint ventures on the Condensed Consolidated Balance Sheet. Our aircraft joint ventures represent investments in limited liability companies that are accounted for under the equity method of accounting. Our membership interest in each of these limited liability companies is 50% and the primary business of these companies is the acquisition, ownership, lease and disposition of certain commercial aircraft. Aircraft are purchased with cash contributions by the members of the companies and debt financing provided to the limited liability companies on a limited recourse basis. Under the terms of servicing agreements with certain of the limited liability companies, we provide administrative services and technical advisory services, including aircraft evaluations, oversight and logistical support of the maintenance process and records management. We also provide remarketing services with respect to the divestiture of aircraft by the limited liability companies. For the three-month periods ended August 31, 2012 and 2011, we were paid $0.2 million and $0.2

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

million, respectively, for such services. The income tax benefit or expense related to the operations of the ventures is recorded by the member companies.

Distributions from joint ventures are classified as operating or investing activities in the condensed consolidated statements of cash flows based upon an evaluation of the specific facts and circumstances of each distribution.

Summarized financial information for these limited liability companies is as follows:

	Three Months Ended
	August 31,
	2012		2011
Sales	$	8.8	$	9.5
Income before provision for income taxes	2.9		0.6

	August 31,		May 31,
	2012		2012
Balance sheet information:
Assets	$	164.8	$	169.6
Debt	71.2		75.6
Members’ capital	87.7		88.8

Wholly-Owned Aircraft

In addition to the aircraft owned with joint venture partners, we owned two aircraft at August 31, 2012 and at May 31, 2012, for our own account that are considered wholly-owned. Our investment in the two wholly-owned aircraft, after consideration of financing, is comprised of the following components:

	August 31,		May 31,
	2012		2012
Gross carrying value	$	23.9	$	25.2
Debt	—		(8.4		)
Net AAR investment	$	23.9	$	16.8

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

Information relating to aircraft type, year of manufacture, lessee, lease expiration date and expected disposition upon lease expiration for the 18 aircraft owned with joint venture partners and two wholly-owned aircraft is as follows:

Aircraft owned with joint venture partners

		Year		Lease Expiration	Post-Lease
Quantity	Aircraft Type	Manufactured	Lessee	Date (FY)	Disposition
2	767-300	1991	United Airlines	2016 and 2017	Re-lease
16	737-400	Various (1)	Malaysia Airlines	Various (2)	Sale/Re-lease
18

Wholly-owned aircraft

		Year		Lease Expiration	Post-Lease
Quantity	Aircraft Type	Manufactured	Lessee	Date (FY)	Disposition
1	737-300	1997	Small Planet Airlines	2015	Re-lease
1	A320	1997	Donbassaero Airlines	2017	Re-lease
2

(1) Five aircraft in 1992; eight aircraft in 1993; two aircraft in 1994; and one aircraft in 1997

(2) Twelve aircraft in 2013 and four aircraft in 2014. The joint venture partners entered into LOIs for the sale of 13 aircraft and an additional aircraft is under contract.

Note 12 — Business Segment Information

We report our activities in four business segments: Aviation Supply Chain; Government and Defense Services; Maintenance, Repair and Overhaul; and Structures and Systems.

Sales in the Aviation Supply Chain segment are derived from the sale and lease of a wide variety of new, overhauled and repaired engine and airframe parts and components principally to the commercial aviation market. We also offer customized inventory supply chain management programs and aircraft component repair management services. Sales also include the sale and lease of commercial aircraft and jet engines and technical and advisory services. Cost of sales consists principally of the cost of product, direct labor, overhead (primarily indirect labor, facility cost and insurance) and the cost of lease revenue (primarily depreciation and insurance).

Sales in the Government and Defense Services segment are derived from the sale of new and overhauled engine and airframe parts and components, customized performance based logistics programs, expeditionary airlift services, aircraft modifications and engineering, design, and integration services to our government and defense customers. Cost of sales consists principally of the cost of the product (primarily aircraft and engine parts), direct labor, overhead and aircraft maintenance costs.

Sales in the Maintenance, Repair and Overhaul segment are principally derived from aircraft maintenance and modifications, engineering services, painting, and the repair, overhaul and exchange of landing gear. Cost of sales consists principally of the cost of product (primarily replacement aircraft parts), direct labor and overhead.

Sales in the Structures and Systems segment are derived from the engineering, design and manufacture of containers, pallets and shelters used to support the U.S. military’s requirements for a mobile and agile force, heavy-duty pallets and lightweight cargo containers for the commercial market, complex machined and fabricated parts, components and sub-systems for various aerospace and defense programs and other applications, in-plane cargo

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 31, 2012

(Unaudited)

(Dollars in millions, except per share amounts)

loading and handling systems for commercial and military applications and composite products for aviation and industrial use. Cost of sales consists principally of the cost of product, direct labor and overhead.

The accounting policies for the segments are the same as those described in Note 1 of Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended May 31, 2012. Our chief operating decision making officer (Chief Executive Officer) evaluates performance based on the reportable segments and utilizes gross profit as a primary profitability measure. The expenses and assets related to corporate activities are not allocated to the segments. Our reportable segments are aligned principally around differences in products and services.

Gross profit is calculated by subtracting cost of sales from sales. Selected financial information for each segment is as follows:

	Three Months Ended
	August 31,
	2012		2011
Sales:
Aviation Supply Chain	$	148.7	$	161.1
Government and Defense Services	150.6		150.0
Maintenance, Repair and Overhaul	105.5		93.2
Structures and Systems	145.7		81.2
	$	550.5	$	485.5

	Three Months Ended
	August 31,
	2012		2011
Gross profit:
Aviation Supply Chain	$	23.7	$	26.2
Government and Defense Services	25.9		27.4
Maintenance, Repair and Overhaul	13.0		10.2
Structures and Systems	27.7		11.9
	$	90.3	$	75.7

Note 13 — Subsequent Event

Beginning in the second quarter of fiscal year 2013, we expect to report our aviation services businesses in one segment and our manufacturing and systems design businesses in a second segment. The new aviation services segment will include our legacy Aviation Supply Chain, Government and Defense Services, and Maintenance, Repair and Overhaul segments and the new manufacturing and systems segment will include our legacy Structures and Systems segment.

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Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands)

General Overview

We report our activities in four business segments: Aviation Supply Chain; Government and Defense Services; Maintenance, Repair and Overhaul; and Structures and Systems. The table below sets forth consolidated sales for our four business segments for the three-month periods ended August 31, 2012 and 2011.

	Three Months Ended
	August 31,
	2012		2011
Sales:
Aviation Supply Chain	$	148.7	$	161.1
Government and Defense Services	150.6		150.0
Maintenance, Repair and Overhaul	105.5		93.2
Structures and Systems	145.7		81.2
	$	550.5	$	485.5

During the first quarter of fiscal 2013, sales to commercial customers increased 24.7% compared to the prior year and represented 57.2% of consolidated sales. Commercial sales growth during the first quarter of fiscal 2013 was driven by strong organic growth in the Aviation Supply Chain and Maintenance, Repair and Overhaul business segments and by the inclusion of sales at Telair International GmbH (“Telair”) and Nordisk Aviation Products, AS (“Nordisk”). The prior year included approximately $33.3 million in aircraft sales.

During the first quarter of fiscal 2013, sales to global government and defense customers increased 1.1% compared to the prior year and for the three months ended August 31, 2012 represented 42.8% of consolidated sales.

Defense funding is currently facing pressure due to U.S. budget deficit challenges. Congress has enacted the Budget Control Act of 2011 (“BCA”) which reduces defense spending by a minimum of $487 billion over a ten-year period starting in government fiscal year 2012. Under the BCA, an automatic sequestration process was triggered when the Joint Select Committee on Deficit Reduction, a committee of twelve members of Congress, failed to agree on a deficit reduction plan for the U.S. federal budget. The sequestration is scheduled to commence on January 2, 2013, absent legislative or other remedial action. Of the $1.2 trillion in reduced spending required by sequestration over the ten-year period beginning in government fiscal 2013, approximately $50 billion per year would be borne by the Department of Defense. Whether or not sequestration goes into effect, we expect the defense budget will be reduced. Although there may be additional opportunities for those business units with our Supply Chain and Maintenance, Repair and Overhaul segments that support the Department of Defense, as a result of defense spending reductions, we expect our businesses that support the Department of Defense within our Structures and Systems segment will be adversely affected.

Based on results of the first quarter and our current view, we are updating our fiscal year 2013 earnings per share guidance to a range of $1.60 to $1.70 from our previous guidance of $1.55 to $1.65.

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Results of Operations

Three-Month Period Ended August 31, 2012

Consolidated sales for the first quarter ended August 31, 2012 increased $65.0 million or 13.4% compared to the prior year period. Sales to commercial customers increased 24.7% compared to the prior year and included strong organic growth in our Aviation Supply Chain and Maintenance, Repair and Overhaul segments, as well as sales from the newly acquired businesses, Telair and Nordisk. Sales to government and defense customers increased 1.1% compared to the prior year.

In the Aviation Supply Chain segment, sales decreased $12.4 million or 7.7% compared to the prior year. The prior year included approximately $33.3 million in aircraft sales; there were no aircraft sales for the first quarter of this fiscal year. The current year includes additions for the attainment of a new repair contract and Airinmar Holdings Limited (“Airinmar”) sales of $10.1 million. Gross profit in the Aviation Supply Chain segment decreased $2.5 million or 9.5%, and the gross profit margin percentage decreased to 15.9% from 16.3% in the prior year primarily due to the mix of products sold.

In the Government and Defense Services segment, sales remained flat compared to the prior year. Gross profit decreased $1.5 million or 5.5% and the gross profit margin percentage declined to 17.2% from 18.3% in the prior year. The decline in gross profit was due to lower margins on certain programs in the defense logistics business.

In the Maintenance, Repair and Overhaul segment, sales increased $12.3 million or 13.2% versus the prior year due to continued growth and share gains at our airframe maintenance centers, partially offset by lower sales at our landing gear business. Gross profit increased $2.8 million or 27.5%, and the gross profit margin percentage increased to 12.3% from 10.9% due to operational efficiencies and increased billable hours at our airframe maintenance centers.

In the Structures and Systems segment, sales increased $64.5 million or 79.4% compared to the prior year due to the inclusion of sales from Telair and Nordisk, which contributed $56.8 million of revenue during the quarter and the benefit of higher sales in our mobility business. Gross profit in the Structures and Systems segment increased $15.8 million or 132.8% and the gross profit margin percentage increased to 19.0% from 14.7% in the prior year. The increase in the gross profit margin percentage was primarily due to improved product mix resulting from acquisitions.

Selling, general and administrative expenses increased $10.2 million or 23.7% due to the inclusion of the three acquired companies and higher amortization of intangible assets. Operating income increased $5.6 million or 17.1% compared with the prior year primarily due to contributions from the acquired companies and other factors noted above. Net interest expense increased $2.8 million or 37.8% compared to the prior year primarily due to an increase in outstanding borrowings for the purchase of Telair and Nordisk. Our effective income tax rate was approximately 34.5% for both fiscal year first quarters.

Net income attributable to AAR was $18.2 million compared to $16.6 million in the prior year due to the factors discussed above.

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Liquidity and Capital Resources

Historically, we have funded our operating activities and met our commitments through the generation of cash from operations, augmented by the periodic issuance of common stock and debt in the public and private markets. In addition to these cash sources, our current capital resources include an unsecured credit facility, as well as a separate secured credit facility. We continually evaluate various financing arrangements, including the issuance of common stock and/or debt, which would allow us to improve our liquidity position and finance future growth on commercially reasonable terms. Our continuing ability to borrow from our lenders and issue debt and equity securities to the public and private markets in the future may be negatively affected by a number of factors, including the overall health of the credit markets, general economic conditions, airline industry conditions, geo-political events, and our operating performance. Our ability to generate cash from operations is influenced primarily by our operating performance and changes in working capital. Under our universal shelf registration statement filed with the Securities and Exchange Commission that be became effective on May 4, 2012, we registered an indeterminate number of principal amount of shares of common stock, shares of preferred stock, debt securities, warrants, stock purchase contracts and stock purchase units which may be sold from time to time, subject to market conditions.

At August 31, 2012, our liquidity and capital resources included cash of $67.7 million and working capital of $617.0 million. We have an agreement with various financial institutions, as lenders and Bank of America, N.A., as administrative agent for the lenders (as amended, the “Credit Agreement”) providing for an unsecured revolving credit facility of $580.0 million that we can draw upon for general corporate purposes. Under certain circumstances, we may request an increase to the revolving commitment by an aggregate amount of up to $100.0 million, not to exceed $680.0 million in total. The Credit Agreement expires on April 12, 2016. Borrowings under the Credit Agreement bear interest at the offered Eurodollar Rate (defined as the British Bankers Association LIBOR Rate) plus 125 to 225 basis points based on certain financial measurements if a Eurodollar Rate loan, or at the offered fluctuating Base Rate plus 25 to 125 basis points based on certain financial measurements if a Base Rate loan.

Borrowings outstanding under the Credit Agreement at August 31, 2012 were $300.0 million, and there was approximately $25.7 million of outstanding letter of credit which reduced the availability of this facility to $254.3 million. There are no other terms or covenants limiting the availability of this facility. We also have $4.4 million available under a foreign line of credit.

In addition to our unsecured Credit Agreement, we have a $65.0 million secured revolving credit facility with The Huntington National Bank (the “Huntington Loan Agreement”). Borrowings under the Huntington Loan Agreement are secured by aircraft and related engines and components owned by us. The Huntington Loan Agreement expires on April 23, 2015. Borrowings bear interest at LIBOR plus 325 basis points. As of August 31, 2012, $31.2 million was outstanding under this agreement resulting in $33.8 million remaining available. There are no other terms or covenants limiting the availability of this facility.

We are in compliance with all financial covenants under each of our financing arrangements.

During the three-month period ended August 31, 2012, our cash flow from operations was $33.2 million primarily as a result of net income attributable to AAR and noncontrolling interest and aggregate depreciation and amortization of $50.3 million and the reduction in accounts and notes receivable. These positive impacts were partially offset by a decrease in accounts and trade notes payable.

During the three-month period ended August 31, 2012, our investing activities used $16.9 million of cash principally as a result of our final payment for the acquisitions of Telair and Nordisk.

During the three-month period ended August 31, 2012, our financing activities used $17.0 million of cash primarily due to a net reduction in borrowings, the repurchase of common stock under our share repurchase program and payment of dividends.

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Critical Accounting Policies and Significant Estimates

We make a number of significant estimates, assumptions and judgments in the preparation of our financial statements. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2012 Form 10-K for a discussion of our critical accounting policies. There have been no significant changes to the application of our critical accounting policies during the first quarter for fiscal 2013.

Forward-Looking Statements

This report contains certain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on beliefs of our management, as well as assumptions and estimates based on information available to us 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 those factors discussed under Part II, Item 1A under the heading “Risk Factors” and to those set forth under Part I, Item 1A in our Annual Report on Form 10-K for the year ended May 31, 2012. 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. Those events and uncertainties are difficult or impossible to predict accurately and many are beyond our control. 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.

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk includes fluctuating interest rates under our credit agreements and changes in foreign exchange rates.

Foreign Currency Risk . Revenues and expenses of our foreign operations are translated at average exchange rates during the period, and balance sheet accounts are translated at period-end exchange rates. Balance sheet translation adjustments are excluded from the results of operations and are recorded in stockholders’ equity as a component of accumulated other comprehensive loss. A hypothetical 10 percent devaluation of the U.S. dollar against foreign currencies would decrease our earnings by approximately $3 million.

Interest Rate Risk . Refer to the section Quantitative and Qualitative Disclosures about Market Risk in our Annual Report on Form 10-K for the year ended May 31, 2012. There were no significant changes during the quarter ended August 31, 2012.

Item 4 — Controls and Procedures

As required by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2012. This evaluation was carried out under the supervision and with participation of our Chief Executive Officer and Chief Financial Officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Therefore, effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of August 31, 2012, ensuring that information required to be disclosed in the reports that are filed under the Act is recorded, processed, summarized and reported in a timely manner.

There were no changes in our internal control over financial reporting during the first quarter ended August 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1A — Risk Factors

There have been no material changes to our risk factors as set forth in our Annual Report on Form 10-K for the year ended May 31, 2012.

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

(Dollars in thousands, except per share data)

(c) The following table provides information about purchases we made during the quarter ended August 31, 2012 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
6/1/2012 – 6/30/2012	161,258	$	11.24	160,000
7/1/2012 – 7/31/2012	175,000	$	13.44	175,000
8/1/2012 – 8/31/2012	140,453	$	13.93	140,000
Total	476,711	$	12.84	475,000	$	43,885,412

(1) These amounts include share repurchases pursuant to our stock repurchase plan, shares surrendered by employees in payment of the exercise of stock options, and shares related to a bond hedge and warrants associated with convertible bond repurchases.

(2) Our common stock repurchase plan was approved by our Board of Directors on June 14, 2012. As of August 31, 2012, $43.9 million of the original $50.0 million of our outstanding shares of Common Stock are still available for repurchase on the open market or in private transactions. This program does not have an expiration date.

Item 6 — Exhibits

The exhibits to this report are listed on the Exhibit Index included elsewhere herein. Management contracts and compensatory arrangements, if any, have been marked with an asterisk (*) on the Exhibit Index.

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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 thereunto duly authorized.

	AAR CORP.
	(Registrant)

Date:	September 25, 2012	/s/ RICHARD J. POULTON
		Richard J. Poulton
		Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer and officer duly
		authorized to sign on behalf of registrant)


		/s/ MICHAEL J. SHARP
		Michael J. Sharp
		Vice President, Controller and Chief Accounting Officer
		(Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description		Exhibits

10.	Material contracts	10.1*	AAR CORP. 2012 Short-term Incentive Plan (filed herewith).

		10.2	AAR CORP Policy for Recoupment of Incentive Compensation (filed herewith)

		10.3	Form of Performance Restricted Stock Agreement (filed herewith).

31.	Rule 13a-14(a)/15(d)-14(a) Certifications	31.1	Section 302 Certification dated September 25, 2012 of David P. Storch, Chairman and Chief Executive Officer of Registrant (filed herewith).

		31.2	Section 302 Certification dated September 25, 2012 of Richard J. Poulton, Vice President, Chief Financial Officer and Treasurer of Registrant (filed herewith).

32.	Section 1350 Certifications	32.1	Section 906 Certification dated September 25, 2012 of David P. Storch, Chairman and Chief Executive Officer of Registrant (filed herewith).

		32.2	Section 906 Certification dated September 25, 2012 of Richard J. Poulton, Vice President, Chief Financial Officer and Treasurer of Registrant (filed herewith).

101.	Interactive Data File	101	The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at August 31, 2012 and May 31, 2012, (ii) Condensed Consolidated Statements of Income for the three months ended August 31, 2012 and 2011, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended August 31, 2012 and 2011, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2012 and 2011, (v) Condensed Consolidated Statement of Changes in Equity for the three months ended August 31, 2012 and (vi) Notes to Condensed Consolidated Financial Statements.**

** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Exhibit 10.1

AAR CORP. 2012 SHORT-TERM INCENTIVE PLAN

1. PURPOSE

The purpose of the AAR CORP. 2012 Short-Term Incentive Plan (“STIP”) is to provide an incentive for selected senior executives of AAR CORP. (the “Company”) and its subsidiaries to achieve the Company’s short-term performance goals by providing them with an annual cash incentive payment based on the financial and operating success of the Company.

2. DEFINITIONS

(a) “Board” means the Board of Directors of the Company.

(b) “Bonus” means the annual cash incentive paid to a Participant under this STIP for a fiscal year of the Company.

(c) “Cause” means the Participant’s unsatisfactory performance or conduct detrimental to the Company and its subsidiaries, as solely determined by the Committee.

(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e) “Committee” means the Compensation Committee of the Board, or if the Committee is not comprised of “outside directors” as defined in Section 162(m) of the Code, then by a subset of the Committee comprised of at least two “outside directors” (the “Committee”).

(f) “Company” means AAR CORP.

(g) “Disability” means the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(h) “Earnings Per Share” means diluted earnings per share as disclosed by the Company in its periodic reports filed with the Securities and Exchange Commission.

(i) “Free Cash Flow” means cash flow from operations minus net capital expenditures, excluding acquisitions.

(j) “Participant” means any active executive of the Company or subsidiary who has been selected by the Committee as eligible to earn a Bonus under the STIP.

(k) “Retirement” means the Participant’s voluntary termination of his employment, or his termination of employment by the Company or a subsidiary without Cause, when he has (i) attained age 65 or (ii) attained age 55 and his age plus the number of his consecutive years of service with the Company and subsidiaries is at least 75.

(l) “Salary” means a Participant’s base annual salary earned during a fiscal year of the Company while a Participant.

(m) “STIP” means this AAR CORP. 2012 Short-Term Incentive Plan.

3. ADMINISTRATION

The STIP shall be administered by the Committee. The Committee has full authority to select the senior executives eligible to participate in the STIP and determine when the senior executive’s participation in the STIP will begin and end. Subject to the express provisions of the STIP, the Committee shall be authorized to interpret the STIP and to establish, amend and rescind any rules and regulations relating to the STIP and to make all other determinations deemed necessary or advisable for the proper administration of the STIP. The determinations of the Committee in the proper administration of the STIP shall be conclusive and binding.

4. ELIGIBILITY AND PARTICIPATION

Participation in the STIP is limited to those senior executives of the Company or a subsidiary who the Committee designates as Participants. When the Committee selects an executive to become a Participant under the STIP, it shall designate the date as of which the executive’s participation shall begin.

5. ANNUAL BONUS AWARDS

(a) Determination of Participants, Performance Goals and Target Bonus Amounts . On or before the 90 th day of each fiscal year of the Company, the Committee shall (i) determine the Participants for such fiscal year, (ii) establish threshold, target and maximum Earnings Per Share and Free Cash Flow goals for such fiscal year, and (iii) approve the target Bonus payment for each Participant expressed as a percentage of the Participant’s Salary.

(b) Bonus Payment . As soon as reasonably practicable after the end of the applicable fiscal year, the Committee shall determine the extent to which each of the Earnings Per Share and Free Cash Flow targets were attained for such fiscal year. The Bonus payable to each Participant will be equal to the sum of (i) 75% of the Participant’s target Bonus multiplied by the applicable Earnings Per Share Multiplier Percentage and (ii) 25% of the Participant’s target Bonus multiplied by the Free Cash Flow Multiplier Percentage:

Earnings Per Share (75%)
Performance Achievement Level		Multiplier Percentage
Threshold		50%
Target		100%
Maximum		200%

Free Cash Flow (25%)
Performance Achievement Level		Multiplier Percentage
Threshold		50%
Target		100%
Maximum		200%

For achievement of Earnings Per Share and Free Cash Flow targets between established performance achievement levels, the Multiplier Percentage will be interpolated on a straight-line basis.

6. STIP LIMITATIONS

Notwithstanding Section 5, no Bonus shall be paid under the STIP for a fiscal year to a Participant whose employment with the Company and all subsidiaries terminates during such fiscal year unless the termination is due to death, Disability or Retirement, or as otherwise approved by the Committee. If a Participant terminates during the fiscal year due to death, Disability or Retirement, the Participant shall be entitled to a pro rata portion of the Bonus the Participant would have earned under the STIP

had the Participant remained employed through the end of the fiscal year. Such Bonus will be paid at the same time Bonuses are paid to active Participants.

Notwithstanding Section 5, no Bonus shall be payable for a fiscal year if net income (as determined in accordance with generally accepted accounting principles) for such fiscal year is not positive. No Bonus shall be earned until the end of the fiscal year and only to the extent the performance goals set forth are attained as determined by the Committee in Section 5(b).

7. PAYMENT OF BONUSES

A Participant’s Bonus for a fiscal year shall be paid in cash to the Participant, or to the Participant’s beneficiary (or beneficiaries) in the event of the Participant’s death, within two and one-half months after the end of such fiscal year, unless the Participant has previously elected to have all or a portion of the Bonus deferred in accordance with the AAR CORP. Supplemental Executive Retirement Plan. The Company shall deduct all taxes required by law to be withheld from all Bonus payments.

8. NO ASSIGNMENT

Except in the event of a Participant’s death, the rights and interests of a Participant under the STIP shall not be assigned, encumbered or transferred.

9. TERMINATION OF PARTICIPATION

The Committee reserves the right to cancel a Participant’s participation in the STIP at any time.

10. EMPLOYMENT RIGHTS

Nothing contained in the STIP shall be construed as conferring a right upon any employee to continue in the employment of the Company or any subsidiary.

11. AMENDMENT/TERMINATION

The Board or the Committee may either amend or terminate the STIP at any time, without the consent of the Participants and without the approval of the stockholders of the Company; provided, that such modification or elimination shall not affect the obligation of the Company to pay any Bonus after it has been earned under the STIP.

Exhibit 10.2

AAR CORP.

POLICY FOR RECOUPMENT
OF INCENTIVE COMPENSATION

July 17, 2012

1. Definitions

The following terms shall have the meanings set forth below:

(a) “Company” shall mean AAR CORP., a Delaware corporation.

(b) “Covered Officers” shall mean the current or former executive officers of the Company designated by the Board as officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

(c) “Incentive Compensation” shall mean bonuses or awards under the Company’s short and long-term incentive compensation plans, grants and awards under the Company’s equity plans, and contributions under the Company’s Retirement Savings Plan and Supplemental Key Employee Retirement Plan where the contributions are based on the achievement of financial results.

(d) “Misconduct” shall mean willful commission of an act of fraud or dishonesty or recklessness in the performance of a person’s duties.

(e) “Policy” shall mean this Policy for Recoupment of Incentive Compensation.

(f) “Restatement” shall mean an accounting restatement of the Company’s financial statements.

2. Purpose

The Board of Directors of the Company has determined that it is in the best interests of the Company to adopt a Policy providing for the Company’s recoupment of incentive compensation paid to Covered Officers of the Company under certain circumstances. In the case of a Restatement where a Covered Officer’s Misconduct has contributed to the Restatement, the Board (a) shall determine to recoup incentive compensation that was paid or vested based upon the achievement of certain financial results (including gains from the sale of vested shares) to the extent that the amount of such compensation would have been lower if the financial results had been properly reported, and (b) shall seek to cancel equity awards where the financial results of the Company were considered in granting such awards.

3. Effective Date

This Policy shall apply to all Incentive Compensation paid or awarded on or after the adoption of this Policy.

4. Recoupment of Incentive Compensation

If the Company is required to prepare a Restatement for any fiscal quarter or fiscal year commencing after May 31, 2012 due to the material noncompliance of the Company with any financial reporting requirement, and the Board of Directors of the Company determines that the Misconduct of a Covered Officer contributed to the noncompliance resulting in the Restatement, the Board will review all Incentive Compensation that was paid (or, in the case of equity-based compensation, that vested) to Covered

Officers on the basis of having met or exceeded specific performance targets for performance periods during the Restatement period. To the extent permitted by applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Board may seek to recoup Incentive Compensation that was paid (or in the case of equity-based compensation, that vested) to any Covered Officer on or after the Effective Date of this Policy, if and to the extent that:

(a) The amount (or vesting) of Incentive Compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to the Restatement, and

(b) The amount (or vesting) of Incentive Compensation that would have been paid (or, in the case of equity-based compensation, that would have vested) to the Covered Officer had the financial results been properly reported would have been lower than the amount actually paid (or, in the case of equity-based compensation, vested).

The amount of recoupment sought shall equal the excess of the Incentive Compensation that was paid (or vested) over the Incentive Compensation that would have been paid (or vested) had the financial results been properly reported. In the case of equity awards that vested based on the achievement of financial results that were subsequently reduced, the Board also may seek to recover gains from the sale or disposition of vested shares, including shares purchased upon the exercise of options that vested based on the achievement of financial results. In addition, the Board may, to the extent it deems appropriate, determine to cancel outstanding equity awards where the Board or the Compensation Committee took into account the financial performance of the Company in granting such awards and the financial results were subsequently reduced due to the Restatement.

5. Delegation; Binding Effect

The Board may delegate to the Compensation Committee all determinations to be made and actions to be taken by the Board under this Policy. Any determination made by the Board or the Compensation Committee under this Policy shall be final, binding and conclusive on all parties.

6. Limitation on Period for Recoupment

The Board may only seek recoupment under Section 4 of this Policy with respect to Incentive Compensation paid (or vested) during the three-year period preceding the date of the Restatement.

7. Sources of Recoupment

The Board may seek recoupment from the Covered Officers from any of the following sources: prior Incentive Compensation payments; future payments of Incentive Compensation; cancellation of outstanding equity awards or bonuses; future equity awards; and direct repayment. To the extent recoupment relates to contributions under the Company’s Retirement Savings Plan or Supplemental Key Employee Retirement Plan, the Board may seek to recoup such amounts directly from the Covered Officer.

Severability

If any provision of this Policy or the application of any such provision to any Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.

8. No Impairment of other Remedies

This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings.

9. Miscellaneous

This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer. Any decision by the Company not to seek recoupment in a specific instance shall not in any way limit its authority to do so in any other instance.

Exhibit 10.3

Fiscal 2013 Form

AAR CORP.

Performance Restricted Stock Agreement

(“Agreement”)

Subject to the provisions of the AAR CORP. Stock Benefit Plan and the Long-Term Incentive Plan for Fiscal 2013 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR CORP., a Delaware corporation (“Company”), hereby grants to the Grantee a performance restricted stock award (“Award”), effective July 16, 2012 (“Date of Award”), for the number of shares of common stock (“Common Stock”) of the Company, $1.00 par value (“Award Shares”) set forth in the Company’s notification of Award grant letter to the Grantee dated September 18, 2012 and incorporated herein by reference, subject to the forfeiture and nontransferability provisions hereof and the other terms and conditions set forth herein:

1. Acceptance By Grantee . The Award is conditioned upon the acceptance by the Grantee of the terms and conditions of the Award as set forth in this Agreement. The Grantee must confirm acceptance of the Award and this Agreement on Smith Barney’s web site (www.benefitaccess.com). If the Grantee does not accept the Award and this Agreement within 30 days from the date of the notification of the Award, the Award referenced herein shall expire unless the acceptance date is extended in writing signed by the Company.

2. Performance Condition . The Award is conditioned upon the Company meeting the cumulative net income performance goal target for the three-year performance period beginning June 1, 2012 and ending May 31, 2015, as set forth in the Long-Term Incentive Plan for Fiscal 2013. If the Company does not meet the cumulative net income performance goal target at the threshold level set forth in the Long-Term Incentive Plan for Fiscal 2013, the Grantee shall forfeit to the Company all Award Shares. If the Company meets the net income performance goal target at or above the threshold level but less than the target level, the Grantee shall forfeit that number of Award Shares as determined under the Long-Term Incentive Plan for Fiscal 2013.

3. Restrictions . The Grantee represents that he is accepting the Award Shares without a view toward distribution of said Award Shares and that he will not sell, assign, transfer, pledge or otherwise encumber the Award Shares during the period commencing on the Date of Award and ending on the date the restrictions applicable to such Award Shares are released pursuant to paragraph 4 of this Agreement (“Restrictive Period”).

4. Release of Restrictions . Subject to the provisions of paragraphs 2 and 5, the restrictions described in paragraph 3 above shall be released with respect to 1 / 3 of the Award Shares on May 31, 2015, 1 / 3 of the Award Shares on May 31, 2016, and 1 / 3 of the Award Shares on May 31, 2017, except as follows:

(a) In General . Subject to the provisions of paragraph 2, if the Grantee’s employment with the Company and all subsidiaries of the Company terminates prior to the last day of the Restrictive Period for any reason other than death, Disability or Retirement, the Grantee shall forfeit to the Company all Award Shares not previously released from the restrictions of paragraph 3 hereof.

(b) Retirement, Death or Disability . Subject to the provisions of paragraph 2, if the Grantee’s employment with the Company and all subsidiaries of the Company terminates by reason of Retirement, Death or Disability prior to the last day of the Restrictive Period, the Restrictive Period shall terminate in accordance with the restriction release schedule set forth above in the first clause of this paragraph 4 as to all Award Shares. For this purpose, (i) “Retirement” means the Grantee’s voluntary termination of employment, or his termination of employment by the Company or a subsidiary without Cause (as defined in the Plan), when he has (a) attained age 65 or (b) attained age 55 and his age plus the number of his consecutive years of service with the Company and subsidiaries is at least 75; and (ii) “Disability” means the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(c) Restrictive Covenant . If at any time prior to the Award Shares’ release from the restrictions hereunder, the Grantee, without the Company’s express written consent, directly or indirectly, alone or as a member of a partnership, group, or joint venture or as an employee, officer, director, or greater than 1% stockholder of any corporation, or in any capacity engages in any activity which is competitive with any of the businesses conducted by the Company or its affiliated companies at any time during the Grantee’s term of employment, the Grantee shall forfeit to the Company all Award Shares not previously released from the restrictions of paragraph 3 hereof.

5. Change in Control . In the event of a Change in Control of the Company, whether or not such change has the prior written approval of the Continuing Directors, the Grantee shall be entitled to that number of Award Shares that would be available if the cumulative net income performance goal were met at the target level, and the Restrictive Period shall terminate as to all such Award Shares.

6. Change in Outstanding Shares . In the event of any change in the outstanding shares of Common Stock occurring through stock splits, stock dividends, stock consolidations, spin-offs, other distributions of assets to stockholders or assumption or conversion of outstanding Awards due to an acquisition after the Date of Award, the Award Shares shall be treated in the same manner in any such transaction as other shares of Common Stock. Any additional shares of Common Stock received by the Grantee with respect to the Award Shares in any such transaction shall be subject to the same restrictions as are then applicable to those Award Shares for which the additional shares have been issued.

7. Rights of Grantee . As the holder of the Award Shares, the Grantee is entitled to all of the rights of a stockholder of AAR CORP. with respect to any of the Award Shares, when issued, including, but not limited to, the right to receive dividends declared and payable since the Date of Award; provided, however, that such dividends shall be accumulated and held by the Company until the performance condition described in paragraph 2 is met, or if earlier, as described in paragraph 5, at which time such accumulated dividends shall be paid to the Grantee in cash to the extent the performance condition is met or if applicable, as described in Section 5. Any accumulated or unpaid dividends relating to Award Shares that are forfeited shall also be forfeited.

8. Shares . In aid of the restrictions set forth in paragraph 3, the Grantee will be required to execute a stock power in favor of the Company which will be cancelled upon release of restrictions with respect to Award Shares released. Award Shares shall be held by the Company in electronic book entry form on the records of the Company’s Transfer Agent, together with the executed stock power, for the account of the Grantee until such restrictions are released pursuant to the terms hereof, or such Award Shares are forfeited to the Company as provided by the Plan or this Agreement. The Grantee shall be entitled to the Award Shares as to which such restrictions have been released, and the Company agrees to issue such Award Shares in electronic form on the records of the Transfer Agent. Upon request by the Grantee, the Transfer Agent will transfer such released Award Shares in electronic form to the Grantee’s broker for the Grantee’s account or issue certificates in the name of the Grantee representing the Award Shares for which restrictions have been released.

9. Legend . The Company may, in its discretion, place a legend or legends on any electronic shares or certificates representing Award Shares issued to the Grantee that the Company believes is required to comply with any law or regulation.

10. Committee Powers . The Committee may subject the Award Shares to such conditions, limitations or restrictions as the Committee determines to be necessary or desirable to comply with any law or regulation or with the requirements of any securities exchange. At any time during the Restrictive Period, the Committee may reduce or terminate the Restrictive Period otherwise applicable to all or any portion of the Award Shares.

11. Withholding Taxes . The Grantee shall pay to the Company an amount sufficient to satisfy all minimum tax withholding requirements, including those arising under federal, state and local income tax laws, prior to the delivery of any Award Shares. Payment of the minimum withholding requirement may be made by one or more of the following methods: (a) in cash, (b) in cash received from a broker-dealer to whom the Grantee has submitted irrevocable instructions to deliver the amount of withholding tax to the Company from the proceeds of the sale of shares of Common Stock subject to the Award, (c) by delivery to the Company of other Common Stock owned by the Grantee that is acceptable to the Company, valued at its fair market value on the date of payment, (d) by certifying to ownership by attestation of such previously owned Common Stock, or (e) by having shares of Common Stock withheld from the Award Shares otherwise distributable to the Grantee. Payment shall be made pursuant to the on-line procedures set forth on the AAR Stock Benefit Plan online web site through Smith Barney (www.benefitaccess.com).

12. Postponement of Distribution . Notwithstanding anything herein to the contrary, the distribution of any portion of the Award Shares shall be subject to action by the Board taken at any time in its sole discretion (a) to effect, amend or maintain any necessary registration of the Plan or the Award Shares distributable in satisfaction of this Award under the Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction, (b) to permit any action to be taken in order to (i) list such Award Shares on a stock exchange if the Common Stock is then listed on such exchange or (ii) comply with restrictions or regulations incident to the maintenance of a public market for its Shares of Common Stock, including any rules or regulations of any stock exchange on which the Award Shares are listed, or (c) to determine that such Award Shares and the Plan are exempt from such registration or that no action of the kind referred to in (b)(ii) above needs to be taken; and the Company shall not be obligated by virtue of

any terms and conditions of this Award or any provision of this Agreement or the Plan to issue or release the Award Shares in violation of the Securities Act of 1933 or the law of any government having jurisdiction thereof. Any such postponement shall not shorten the term of any restriction attached to the Award Shares and neither the Company nor its directors or officers shall have any obligation or liability to the Grantee or to any other person as to which issuance under the Award Shares was delayed.

13. Recoupment . Notwithstanding any other provision of this Agreement, to the extent required by applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, or pursuant to the Company’s policy as may be in effect, the Company shall have the right to seek recoupment of all or any portion of an Award (including by forfeiture of any outstanding Award Shares or by the Grantee’s remittance to the Company of Award Shares pursuant to which the restrictions previously lapsed or of a cash payment equal to Award Shares pursuant to which the restrictions previously lapsed). The value with respect to which such recoupment is sought shall be determined by the Company. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Grantee.

14. Miscellaneous.

(a) The Award and this Agreement shall be construed, administered and governed in all respects under and by the laws of the State of Illinois.

(b) Capitalized terms used herein and not defined herein will have the meanings set forth in the Plan.

(c) Nothing in the Award shall confer on the Grantee any right to be or to continue in the employ of the Company or any of its subsidiaries or shall interfere in any way with the right of the Company or any of its subsidiaries to terminate the employment of the Grantee at any time for any reason or no reason.

(d) This Agreement has been examined by the parties hereto, and accordingly the rule of construction that ambiguities be construed against a party which causes a document to be drafted shall have no application in the construction or interpretation hereof. If any part of this Agreement is held invalid for any reason, the remainder hereof shall nevertheless remain in full force and effect.

(e) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and any prior understanding or representation of any kind antedating this Agreement concerning such subject matter shall not be binding upon either party except to the extent incorporated herein; provided, however, that this Agreement, including paragraph 4, shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Grantee and the Company, and the provisions in such employment or severance agreement concerning the Award shall supercede any inconsistent or contrary provision of this Agreement. No consent, waiver, modification or amendment hereof, or additional obligation assumed by either party in connection herewith, shall be binding unless evidenced by a writing signed by both parties and referring specifically hereto. No consent, waiver, modification or amendment with respect hereto shall be construed as

applicable to any past or future events other than the one in respect of which it was specifically made.

(f) This Agreement shall be construed consistent with the provisions of the Plan and in the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and any terms of this Agreement which conflict with Plan terms shall be void.

Questions concerning the provisions of this Agreement should be directed to the Company’s Corporate Secretary: 630/227-2050; fax 630/227-2059.

*****************

By accepting this Agreement, you irrevocably agree to be bound by the terms hereof. To accept this Agreement, please follow the procedures set forth below:

Step 1: View your Award Summary (confirm that the number of shares awarded matches that shown in the Award grant letter you received from the Company).

Step 2: Read and review the documentation.

Step 3: Confirm the review/acceptance of your Award and this Agreement.

Step 4: Receive an online confirmation of your acceptance.

Exhibit 31.1

SECTION 302

CERTIFICATION

I, David P. Storch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AAR CORP. (the “Registrant”) for the quarterly period ending August 31, 2012;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

DATE: September 25, 2012

	/s/ DAVID P. STORCH
	David P. Storch
	Chairman and Chief Executive Officer

Exhibit 31.2

SECTION 302

CERTIFICATION

I, Richard J. Poulton, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AAR CORP. (the “Registrant”) for the quarterly period ending August 31, 2012;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

DATE: September 25, 2012

	/s/ RICHARD J. POULTON
	Richard J. Poulton
	Vice President, Chief Financial Officer and Treasurer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the AAR CORP. (the “Company”) quarterly report on Form 10-Q for the period ending August 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David P. Storch, Chairman and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 25, 2012

	/s/ DAVID P. STORCH
	David P. Storch
	Chairman and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the AAR CORP. (the “Company”) quarterly report on Form 10-Q for the period ending August 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. Poulton, Vice President, Chief Financial Officer and Treasurer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 25, 2012

	/s/ RICHARD J. POULTON
	Richard J. Poulton
	Vice President, Chief Financial Officer and Treasurer