UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒~~FORM 10-Q~~

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

For the Quarterly Period Ended ~~February 28, 2018~~November 30, 2019

or☐

oTRANSITION 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

or organization)

(I.R.S. Employer Identification No.)

One AAR Place, 1100 N. Wood Dale Road

Wood Dale, Illinois
60191
(Address of principal executive offices)

(Zip Code)

~~(630)~~ (630) 227-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered
Common Stock, $1.00 par value

AIR

New York Stock Exchange

Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ⌧
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐

~~Large accelerated filer~~ x ~~Accelerated filer~~ o ~~Non-accelerated filer~~ o ~~Smaller reporting company~~ o ~~Emerging growth company~~ o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 ~~February 28, 2018,~~November 30, 2019 there were ~~34,638,738~~34,913,642 shares of the registrant’s Common Stock, $1.00 par value per share, outstanding.

Table of Contents
AAR CORP. and Subsidiaries
Quarterly Report on Form 10-Q
For the Quarter Ended ~~February 28, 2018~~November 30, 2019
Table of Contents

Page
Part I — FINANCIAL INFORMATION

Item 1.
~~Item 1.~~Financial Statements
~~Financial Statements~~

Condensed Consolidated Balance Sheets
3

Condensed Consolidated Statements of ~~Operations~~Income
5

Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~
6

Condensed Consolidated Statements of Cash Flows
7

Condensed Consolidated ~~Statement~~Statements of Changes in Equity
8

Notes to Condensed Consolidated Financial Statements
9
Item 2.
~~Item 2.~~
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2124
Item 3.
~~Item 3.~~
Quantitative and Qualitative Disclosures About Market Risk
28
Item 4.
~~Item 4.~~
Controls and Procedures
28
~~Part II — OTHER INFORMATION~~
~~Item 1.~~
~~Legal Proceedings~~
29

~~Item 1A.~~

~~Risk Factors~~Part II — OTHER INFORMATION

Item 1.
Legal Proceedings
29
Item 1A.
~~Item 2.~~Risk Factors
30
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
30
Item 6.
~~Item 6.~~Exhibits
~~Exhibits~~
30
~~Exhibit Index~~
31

Exhibit Index
31
Signature Page
32

2
Table of Contents
PART I —– FINANCIAL INFORMATION

Item 1 —– Financial Statements
AAR CORP. and Subsidiaries
Condensed Consolidated Balance Sheets
As of ~~February 28, 2018~~November 30, 2019 and May 31, ~~2017~~2019
(In millions, except share data)

February 28,

May 31,

2018

2017

(Unaudited)

ASSETS
Current assets:

Cash and cash equivalents

$
23.9

$
10.3

Restricted cash

10.7

—

Accounts receivable, less allowances of $7.4 and $4.9, respectively

203.4

234.5

Inventories

472.1

433.4

Rotable spares and equipment on or available for short-term lease

68.4

70.7

Assets of discontinued operations — current

122.7

120.4

Other current assets

32.4

19.1

Total current assets

933.6

888.4

Property, plant and equipment, net of accumulated depreciation of $212.4 and $207.5, respectively

135.3

117.2

Other assets:

Goodwill

119.6

105.6

Intangible assets, net of accumulated amortization of $32.7 and $27.6, respectively

28.2

29.4

Rotable assets supporting long-term programs

183.6

159.6

Assets of discontinued operations — non-current

—

99.0

Other non-current assets

111.9

104.9

443.3

498.5

$
1,512.2

$
1,504.1

ASSETS


November 30,

May 31,

2019

2019

(Unaudited)

Current assets:

Cash and cash equivalents

$
38.2

$
21.3
Restricted cash

14.5

19.8
Accounts receivable, less allowances of $17.5 and $16.0, respectively

208.5

197.8
Contract assets

62.2

59.2
Inventories

580.4

523.7
Rotable assets and equipment on or available for short-term lease

69.1

65.3
Assets of discontinued operations

27.4

29.2
Other current assets

71.9

36.2
Total current assets

1,072.2

952.5

Property, plant and equipment, net of accumulated depreciation of $240.4 and $231.8 respectively

134.3

132.8

Other assets:

Goodwill

116.8

116.2
Intangible assets, net of accumulated amortization of $17.8 and $30.3, respectively

12.6

22.2
Operating lease right-of-use assets, net

103.8

—
Rotable assets supporting long-term programs

225.6

216.0
Other non-current assets

89.6

77.5

548.4

431.9

$
1,754.9

$
1,517.2

The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.

3
Table of Contents
AAR CORP. and Subsidiaries
Condensed Consolidated Balance Sheets
As of ~~February 28, 2018~~November 30, 2019 and May 31, ~~2017~~2019
(In millions, except share data)

February 28,

May 31,

2018

2017

(Unaudited)

LIABILITIES AND EQUITY
Current liabilities:

Current maturities of long-term debt

$
0.1

$
0.1

Accounts and trade notes payable

176.8

164.2

Accrued liabilities

123.2

139.9

Liabilities of discontinued operations

26.5

30.8

Total current liabilities

326.6

335.0

Long-term debt, less current maturities

194.3

154.1

Deferred tax liabilities

13.7

37.2

Other liabilities and deferred income

62.4

63.6

270.4

254.9

Equity:

Preferred stock, $1.00 par value, authorized 250,000 shares; none issued

—

—

Common stock, $1.00 par value, authorized 100,000,000 shares; issued 45,300,786 and 45,175,302 shares at cost, respectively

45.3

45.2

Capital surplus

464.1

460.8

Retained earnings

723.8

727.9

Treasury stock, 10,662,048 and 10,820,844 shares at cost, respectively

(282.4
)
(279.8
)
Accumulated other comprehensive loss

(35.6
)
(39.9
)
Total equity

915.2

914.2

$
1,512.2

$
1,504.1

LIABILITIES AND EQUITY


November 30,

May 31,

2019

2019

(Unaudited)

Current liabilities:

Accounts payable

$
231.4

$
187.8
Accrued liabilities

133.2

140.5
Liabilities of discontinued operations

41.9

29.2
Total current liabilities

406.5

357.5

Long-term debt

196.1

141.7
Operating lease liabilities

84.0

—
Deferred revenue on long-term contracts

122.5

83.8
Other liabilities

24.1

28.3

426.7

253.8

Equity:

Preferred stock, $1.00 par value, authorized 250,000 shares; NaN issued

—

—
Common stock, $1.00 par value, authorized 100,000,000 shares; issued 45,300,786 shares at cost

45.3

45.3
Capital surplus

478.7

479.4
Retained earnings

725.4

709.8
Treasury stock, 10,387,144 and 10,512,974 shares at cost, respectively

(287.7)

(287.7)
Accumulated other comprehensive loss

(40.0)

(40.9)
Total equity

921.7

905.9

$
1,754.9

$
1,517.2

The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.

4
Table of Contents
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of ~~Operations~~Income
For the Three and ~~Nine~~Six Months Ended ~~February 28,~~November 30, 2019 and 2018 ~~and 2017~~
(Unaudited)
(In millions, except share data)

Three Months Ended

Nine Months Ended

February 28,

February 28,

2018

2017

2018

2017

Sales:

Sales from products

$
275.1

$
242.7

$
764.8

$
679.1

Sales from services

181.2

164.5

510.0

461.2

456.3

407.2

1,274.8

1,140.3

Cost and operating expenses:

Cost of products

224.0

202.3

620.3

570.6

Cost of services

154.7

138.4

444.6

384.2

Selling, general and administrative

53.4

43.1

146.7

126.6

432.1

383.8

1,211.6

1,081.4

Operating income

24.2

23.4

63.2

58.9

Interest expense

(2.2
)
(1.4
)
(5.8
)
(3.8
)
Interest income

—

0.1

0.1

0.1

Other expense

(0.5
)
—

(0.5
)
—

Income from continuing operations before provision for income taxes (benefit)

21.5

22.1

57.0

55.2

Provision for income taxes (benefit)

(9.8
)
7.7

1.4

19.5

Income from continuing operations

31.3

14.4

55.6

35.7

Loss from discontinued operations, net of tax

(15.8
)
(0.7
)
(52.0
)
(0.4
)
Net income

$
15.5

$
13.7

$
3.6

$
35.3

Earnings per share — basic:

Earnings from continuing operations

$
0.91

$
0.43

$
1.62

$
1.05

Loss from discontinued operations

(0.46
)
(0.02
)
(1.52
)
(0.01
)
Earnings per share — basic

$
0.45

$
0.41

$
0.10

$
1.04

Earnings per share — diluted:

Earnings from continuing operations

$
0.90

$
0.42

$
1.60

$
1.04

Loss from discontinued operations

(0.46
)
(0.02
)
(1.52
)
(0.01
)
Earnings per share — diluted

$
0.44

$
0.40

$
0.08

$
1.03

Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Sales:

Sales from products

$
293.0

$
264.8

$
568.1

$
522.1
Sales from services

267.9

228.5

534.3

437.5

560.9

493.3

1,102.4

959.6
Cost and operating expenses:

Cost of products

242.0

217.0

462.1

426.5
Cost of services

233.0

198.0

472.8

383.6
Provision for doubtful accounts

0.7

12.4

1.4

13.0
Selling, general and administrative

57.1

49.1

115.2

97.3

532.8

476.5

1,051.5

920.4
Operating income

28.1

16.8

50.9

39.2
Other income (expense), net

(0.2)

(0.2)

(0.4)

0.2
Interest expense

(1.9)

(2.5)

(4.1)

(4.6)
Interest income

0.1

0.1

0.2

0.6
Income from continuing operations before provision for income taxes

26.1

14.2

46.6

35.4
Provision for income taxes

6.0

3.0

9.4

5.3
Income from continuing operations

20.1

11.2

37.2

30.1
Loss from discontinued operations

(5.9)

(4.2)

(18.6)

(8.0)
Net income

$
14.2

$
7.0

$
18.6

$
22.1

Earnings per share - basic:

Earnings from continuing operations

$
0.58

$
0.32

$
1.07

$
0.87
Loss from discontinued operations

(0.17)

(0.12)

(0.54)

(0.23)
Earnings per share - basic

$
0.41

$
0.20

$
0.53

$
0.64

Earnings per share - diluted:

Earnings from continuing operations

$
0.57

$
0.32

$
1.06

$
0.85
Loss from discontinued operations

(0.17)

(0.12)

(0.53)

(0.23)
Earnings per share - diluted

$
0.40

$
0.20

$
0.53

$
0.62

The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.

5
Table of Contents
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~
For the Three and ~~Nine~~Six Months Ended ~~February 28,~~November 30, 2019 and 2018 ~~and 2017~~
(Unaudited)
(In millions)

Three Months Ended

Nine Months Ended

February 28,

February 28,

2018

2017

2018

2017

Net income

$
15.5

$
13.7

$
3.6

$
35.3

Other comprehensive income (loss), net of tax expense (benefit):

Currency translation adjustments

0.9

(0.2
)
3.4

(2.8
)
Pension and other post-retirement plans:

Amortization of actuarial loss and prior service cost included in net income, net of tax of $0.1 and $0.2 for the three months ended February 28, 2018 and 2017, respectively, and $0.4 and $0.5 for the nine months ended February 28, 2018 and 2017, respectively

0.3

0.3

0.9

0.8

Other comprehensive income (loss), net of tax

1.2

0.1

4.3

(2.0
)
Comprehensive income

$
16.7

$
13.8

$
7.9

$
33.3

Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Net income

$
14.2

$
7.0

$
18.6

$
22.1
Other comprehensive income (loss), net of tax expense (benefit):

Currency translation adjustments

0.5

(0.6)

0.4

(1.1)
Pension and other post-retirement plans:

Amortization of actuarial loss and prior service cost included in net income, net of tax of $0.1 and $0.0 for the three months ended November 30, 2019 and 2018, respectively, and $0.1 and $0.1 for the six months ended November 30, 2019 and 2018, respectively

0.3

0.2

0.5

0.5
Other comprehensive income (loss), net of tax

0.8

(0.4)

0.9

(0.6)
Comprehensive income

$
15.0

$
6.6

$
19.5

$
21.5

The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.

6
Table of Contents
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the ~~Nine~~Six Months Ended ~~February 28,~~November 30, 2019 and 2018 ~~and 2017~~
(Unaudited)
(In millions)

Nine Months Ended

February 28,

2018

2017

Cash flows provided from (used in) operating activities:

Net income

$
3.6

$
35.3

Loss from discontinued operations

52.0

0.4

Income from continuing operations

55.6

35.7

Adjustments to reconcile net income to net cash provided from (used in) operating activities:

Depreciation and intangible amortization

31.4

26.2

Stock-based compensation

8.7

7.6

Deferred tax benefit

(24.1
)
(1.7
)
Gain on asset disposal

—

(2.6
)
Changes in certain assets and liabilities:

Accounts receivable

35.2

(26.7
)
Inventories

(36.7
)
(15.6
)
Rotable spares and equipment on or available for short-term lease

2.5

(8.3
)
Rotable assets supporting long-term programs

(35.7
)
(75.7
)
Accounts and trade notes payable

8.5

38.2

Accrued and other liabilities

(12.0
)
(10.3
)
Other

(17.8
)
(4.6
)
Net cash provided from (used in) operating activities — continuing operations

15.6

(37.8
)
Net cash provided from operating activities — discontinued operations

17.3

26.6

Net cash provided from (used in) operating activities

32.9

(11.2
)
Cash flows used in investing activities:

Property, plant and equipment expenditures

(18.4
)
(20.1
)
Payments for acquisitions

(22.9
)
—

Proceeds from aircraft joint ventures

7.3

—

Proceeds from asset disposals

1.3

5.9

Other

0.4

(2.8
)
Net cash used in investing activities — continuing operations

(32.3
)
(17.0
)
Net cash provided from (used in) investing activities — discontinued operations

(4.7
)
4.2

Net cash used in investing activities

(37.0
)
(12.8
)
Cash flows provided from financing activities:

Short-term borrowings, net

16.0

34.0

Reduction in long-term borrowings

—

(10.0
)
Proceeds from long-term borrowings

24.8

—

Cash dividends

(7.7
)
(7.7
)
Purchase of treasury stock

(13.1
)
(16.6
)
Stock option exercises

10.0

5.3

Other

(0.3
)
(0.4
)
Net cash provided from financing activities — continuing operations

29.7

4.6

Net cash used in financing activities — discontinued operations

(1.3
)
(1.2
)
Net cash provided from financing activities

28.4

3.4

Effect of exchange rate changes on cash

—

(0.5
)
Increase (Decrease) in cash, cash equivalents, and restricted cash

24.3

(21.1
)
Cash, cash equivalents, and restricted cash at beginning of period

10.3

31.2

Cash, cash equivalents, and restricted cash at end of period

$
34.6

$
10.1

Six Months Ended

November 30,


2019

2018
Cash flows used in operating activities:

Net income

$
18.6

$
22.1
Less: Loss from discontinued operations

18.6

8.0
Income from continuing operations

37.2

30.1
Adjustments to reconcile income from continuing operations to net cash used in operating activities:

Depreciation and intangible amortization

21.8

20.5
Amortization of stock-based compensation

7.1

5.2
Provision for doubtful accounts

1.4

13.0
Deferred tax provision

0.9

1.4
Changes in certain assets and liabilities:

Accounts receivable

(11.0)

(52.1)
Contract assets

(2.8)

(13.4)
Inventories

(56.8)

(52.1)
Rotable spares and equipment on or available for short-term lease

(3.9)

6.6
Rotable assets supporting long-term programs

(19.1)

(26.7)
Accounts payable

42.5

35.4
Accrued and other liabilities

(17.9)

(29.7)
Other

(9.6)

20.6
Net cash used in operating activities – continuing operations

(10.2)

(41.2)
Net cash provided from (used in) operating activities – discontinued operations

(7.7)

5.7
Net cash used in operating activities

(17.9)

(35.5)
Cash flows used in investing activities:

Property, plant and equipment expenditures

(10.2)

(8.0)
Payments for acquisitions

—

(2.3)
Other

(1.5)

1.3
Net cash used in investing activities – continuing operations

(11.7)

(9.0)
Net cash used in investing activities – discontinued operations

—

(0.4)
Net cash used in investing activities

(11.7)

(9.4)
Cash flows provided from financing activities:

Short-term borrowings, net

55.0

67.0
Repayments on long-term borrowings

—

(25.0)
Cash dividends

(5.5)

(5.3)
Purchase of treasury stock

(4.1)

—
Financing costs

(1.3)

—
Stock compensation activity

(3.0)

8.2
Net cash provided from financing activities – continuing operations

41.1

44.9
Net cash used in financing activities – discontinued operations

—

(0.7)
Net cash provided from financing activities

41.1

44.2
Effect of exchange rate changes on cash

0.1

(0.2)
Increase (Decrease) in cash and cash equivalents

11.6

(0.9)
Cash, cash equivalents, and restricted cash at beginning of period

41.1

41.6
Cash, cash equivalents, and restricted cash at end of period

$
52.7

$
40.7

The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.

7
Table of Contents
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Changes in Equity
For the ~~Nine~~Six Months Ended ~~February 28,~~November 30, 2019 and 2018
(Unaudited)
(In millions)

Accumulated

Other

Common

Capital

Retained

Treasury

Comprehensive

Stock

Surplus

Earnings

Stock

Income (Loss)

Total Equity

Balance, May 31, 2017

$
45.2

$
460.8

$
727.9

$
(279.8
)
$
(39.9
)
$
914.2

Net income

—

—

3.6

—

—

3.6

Cash dividends

—

—

(7.7
)
—

—

(7.7
)
Stock option activity

—

(0.1
)
—

9.5

—

9.4

Restricted stock activity

0.1

3.4

—

1.0

—

4.5

Repurchase of shares

—

—

—

(13.1
)
—

(13.1
)
Other comprehensive income (loss), net of tax

—

—

—

—

4.3

4.3

Balance, February 28, 2018

$
45.3

$
464.1

$
723.8

$
(282.4
)
$
(35.6
)
$
915.2

Accumulated

Other

Common

Capital

Retained

Treasury

Comprehensive


Stock

Surplus

Earnings

Stock

Income (Loss)

Total Equity
Balance, May 31, 2019

$
45.3

$
479.4

$
709.8

$
(287.7)

$
(40.9)

$
905.9
Cumulative effect adjustment upon adoption of ASC 842 on June 1, 2019

—

—

2.5

—

—

2.5
Net income

—

—

4.4

—

—

4.4
Cash dividends

—

—

(2.9)

—

—

(2.9)
Stock option activity

—

0.9

—

1.8

—

2.7
Restricted stock activity

—

(4.3)

—

1.1

—

(3.2)
Other comprehensive income, net of tax

—

—

—

—

0.1

0.1
Balance, August 31, 2019

$
45.3

$
476.0

$
713.8

$
(284.8)

$
(40.8)

$
909.5
Net income

—

—

14.2

—

—

14.2
Cash dividends

—

—

(2.6)

—

—

(2.6)
Stock option activity

—

0.9

—

1.2

—

2.1
Restricted stock activity

—

1.8

—

—

—

1.8
Repurchase of shares

—

—

—

(4.1)

—

(4.1)
Other comprehensive income, net of tax

—

—

—

—

0.8

0.8
Balance, November 30, 2019

$
45.3

$
478.7

$
725.4

$
(287.7)

$
(40.0)

$
921.7

Balance, May 31, 2018

$
45.3

$
470.5

$
733.2

$
(280.7)

$
(32.0)

$
936.3
Cumulative effect adjustment upon adoption of ASC 606 on June 1, 2018

—

—

(20.4)

—

—

(20.4)
Net income

—

—

15.1

—

—

15.1
Cash dividends

—

—

(2.7)

—

—

(2.7)
Stock option activity

—

0.7

—

2.2

—

2.9
Restricted stock activity

—

(1.4)

—

(0.5)

—

(1.9)
Other comprehensive loss, net of tax

—

—

—

—

(0.2)

(0.2)
Balance,August 31, 2018

$
45.3

$
469.8

$
725.2

$
(279.0)

$
(32.2)

$
929.1
Net income

—

—

7.0

—

—

7.0
Cash dividends

—

—

(2.6)

—

—

(2.6)
Stock option activity

—

0.9

—

1.6

—

2.5
Restricted stock activity

—

0.1

—

(0.1)

—

—
Other comprehensive income, net of tax

—

—

—

—

(0.4)

(0.4)
Balance,November 30, 2018

$
45.3

$
470.8

$
729.6

$
(277.5)

$
(32.6)

$
935.6

The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.

8
Table of Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(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, ~~2017~~2019 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 Balance ~~Sheets~~Sheet of AAR CORP. and its subsidiaries as of ~~February 28, 2018,~~November 30, 2019, the Condensed Consolidated Statements of ~~Operations~~Income and ~~the~~ Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the three- and ~~nine-month~~six-month periods ended ~~February 28,~~November 30, 2019 and 2018, ~~and 2017,~~ the Condensed Consolidated Statements of Cash Flows for the ~~nine-month~~six-month periods ended ~~February 28,~~November 30, 2019 and 2018, ~~and 2017,~~ and the Condensed Consolidated Statement of Changes in Equity for the ~~nine-month period~~three- and six-month periods ended ~~February 28,~~November 30, 2019 and 2018. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

~~Note 2 —~~ New Accounting Pronouncements
~~Revenue from Contracts with Customers~~ Adopted

In ~~May 2014,~~February 2016, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~No. 2014-09, Revenue from Contracts with Customers,~~2016-02, Leases (“ASC 842”), which ~~provides guidance~~amended the existing accounting standards for ~~revenue recognition. This ASU affects any entity that either enters into contracts with customers~~lease accounting. ASC 842 requires lessees to ~~transfer goods or services or enters into contracts~~recognize a right-of-use ("ROU") asset and lease liability on the balance sheet for ~~the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition,~~most lease arrangements, including those classified as operating leases. In addition, ASC 842 requires new qualitative and most industry-specific guidance. This ASU will also supersede certain cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of the new standard by one year so that it will be effective for us beginningquantitative disclosures about our leasing activities.

We adopted ASC 842 on June 1, ~~2018.~~
~~We will adopt this ASU as of June 1, 2018,~~2019 using the modified retrospective transition ~~method.~~approach. Under ~~this method,~~that approach, prior periods have not been restated and continue to be reported under the accounting standards in effect for those periods. A discussion of our revised accounting policy for leases is included in Note 10.

We have elected the package of practical expedients, which must be elected as a package and applied consistently to all leases. This package permits us to not reassess our prior conclusions about lease identification, lease classification and initial direct costs. In addition, we ~~will be required~~have elected the practical expedients to ~~recognize~~not separate lease and non-lease components for both lessee and lessor relationships and to not apply the recognition requirements to leases with terms of less than twelve months.

Upon adoption of ASC 842 on June 1, 2019, we recognized operating lease ROU assets of $123.2 million and operating lease liabilities of $116.8 million on our Condensed Consolidated Balance Sheet. These amounts included operating lease ROU assets of $26.6 million and operating lease liabilities of $25.3 million related to our discontinued operations. In addition, we recognized the remaining unamortized deferred gains of $2.5 million, net of tax, associated with sale-leaseback transactions as a cumulative effect adjustment to the opening balance of ~~adopting this ASU~~retained earnings as of June 1, ~~2018 in our first quarter ending August 31, 2018. We expect to estimate the cumulative effect upon~~2019.

The adoption of ~~the new ASU in the fourth quarter of fiscal 2018 based~~ASC 842 did not have a material impact on ~~expected contracts in process at May 31, 2018. Our implementation effort continues to progress as we assess~~ the ~~anticipated impact of the new ASU on our consolidated financial statements.~~
~~The accompanying Notes to~~ Condensed Consolidated ~~Financial~~Statements of Income or Cash Flows.
~~Statements are an integral part~~
9
Table of ~~these statements.~~Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

~~To date, we have preliminarily identified three significant areas where the new ASU will~~The impact revenue recognition. First, we have certain contracts under which we manufacture products with no alternative use and the Company has an enforceable right to payment from the customer. As a result, the Company will be required to record revenue for these contracts over time as opposed to at the time of shipment which is our current policy today. Second, we also perform repair services on customer-owned assets which will also transition to an over time approach compared to our current policy of recognizing revenue at time of shipment. Third, we have certain contracts in which revenue is recognized using percentage of completion over the expected term of the ~~contract. The new ASU will likely result in the reduction~~adoption of ~~the contract term used for percentage of completion as certain contracts include unexercised customer option years or include customer rights to terminate the contract without significant penalty.~~
~~Other New Accounting Pronouncements~~
In February 2016, the FASB issued ASU 2016-02, Leases. This ASU amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets, including those classified as operating leases under the current accounting guidance. In addition, this ASU will require new qualitative and quantitative disclosures about the Company’s leasing activities. This new standard will be effective for us beginning June 1, 2019 with early adoption permitted. This ASU requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are in the preliminary phases of assessing the effect of this ASUASC 842 on our ~~portfolio of leases. While this assessment continues, we have not yet selected a transition date nor have we determined the effect of this ASU on our consolidated financial statements.~~Condensed Consolidated Balance Sheet was as follows:


As of

ASC 842

As of

May 31, 2019

Adjustments

June 1, 2019
Assets of discontinued operations

$
29.2

$
26.6

$
55.8
Other current assets

36.2

(0.5)

35.7
Intangible assets, net

22.2

(8.5)

13.7
Operating lease ROU assets

—

96.6

96.6
Other non-current assets

77.5

(1.8)

75.7
Accrued liabilities

140.5

10.0

150.5
Liabilities of discontinued operations

29.2

25.3

54.5
Operating lease liabilities

—

77.7

77.7
Other liabilities

28.3

(3.1)

25.2
Retained earnings

709.8

2.5

712.3
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation — Stock Compensation. This ASU requires excess tax benefits or deficiencies for share-based payments to be recorded in the period shares vest as income tax expense or benefit, rather than within equity. Cash flows related to excess tax benefits are now included in operating activities and are no longer classified as a financing activity. We adopted this ASU on June 1, 2017 and recognized excess tax benefits of $0.8 and $2.4 million as an income tax benefit during the three- and nine-month periods ended February 28, 2018, respectively. We have also presented the excess tax benefits within operating activities in the condensed consolidated statement of cash flows for the nine-month period ended February 28, 2018. As permitted, we adopted the statement of cash flow presentation guidance on a prospective basis with no adjustments to the previously reported amounts.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires restricted cash to be included within beginning and ending total cash amounts reported in the consolidated statements of cash flows as well as increased disclosure requirements. As permitted, we have early adopted this ASU in fiscal 2018. The ASU is required to be adopted on a retroactive basis; however, we did not have restricted cash in our prior periods reported.

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive ~~Income.~~Income. This ASU permits the reclassification of tax effects stranded in accumulated other comprehensive income ~~to retained earnings~~ as a result of the Tax Cuts and Jobs Act (the “Tax Reform Act”) to retained earnings. The FASB made the reclassification optional and we did not exercise the option to reclassify the stranded tax effects caused by the Tax Reform Act.

New Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This ~~new standard will~~ASU requires a change in the measurement approach for credit losses on financial assets measured on an amortized cost basis from an incurred loss method to an expected loss method, thereby eliminating the requirement that a credit loss be ~~effective for us beginning June 1, 2019 with early adoption permitted.~~considered probable to impact the valuation of a financial asset measured on an amortized cost basis. This ASU also requires the measurement of expected credit losses to be based on relevant information about past events, including historical experience, current conditions, and a reasonable and supportable forecast of the collectability of the related financial asset. We ~~are currently evaluating~~continue to evaluate the impact of this ~~new standard~~ASU on our consolidated financial ~~statements.~~statements and expect to adopt this ASU on June 1, 2020.
~~The accompanying Notes to Condensed Consolidated Financial~~
~~Statements are an integral part of these statements.~~
~~AAR CORP. and Subsidiaries~~
~~Notes to Condensed Consolidated Financial Statements~~
~~February 28, 2018~~
~~(Unaudited)~~
~~(Dollars in millions, except per share amounts)~~
Note ~~3 —~~2 – Discontinued Operations

During the third quarter of fiscal 2018, we decided to pursue the sale of our Contractor-Owned, Contractor-Operated (“COCO”) business previously included in our Expeditionary Services segment. Due to this strategic shift, the assets, liabilities, and results of operations of our COCO business have been reported as discontinued operations for all periods presented. ~~Goodwill was allocated~~

During fiscal 2019, we signed an agreement to sell our U.S. Department of Defense ("DoD") contracts and certain assets of our COCO business. In conjunction with this ~~business based on its relative fair value to the reporting unit. The fair value of the reporting unit was determined based on a combination of the~~agreement and other expected ~~net proceeds upon sale and a discounted cash flow analysis. As the fair value of the reporting unit was below its carrying value, a goodwill~~asset sales, we recognized an impairment charge in discontinued operations of ~~$9.8~~$74.1 million ~~was recorded in~~during the third quarter of fiscal ~~2018.~~
~~Our~~2019 reflecting the expected net proceeds to be received upon the completion of the sale transactions. In fiscal 2020, we signed an agreement to sell the remaining operating contract of the COCO business and recognized an impairment charge of $11.8 million in the first quarter of fiscal 2020 related to the disposal of the remaining COCO assets. The sale of the DoD contracts and related assets was completed ~~certain contracts~~ in the second quarter of fiscal ~~2018. As~~2020 and we expect the ~~aircraft supporting these contracts were not placed on new contracts combined with~~sale of the ~~continued decline in operational tempo within~~remaining operating contract to be completed shortly after government approval which we expect to receive before the ~~U.S. Department~~end of Defense (“DoD”) and an excess supply of aircraft assets in the market, we determined there was an impairment triggering event and tested the recoverability of our COCO assets. As a result, we recognized impairment and other charges of $54.2 million in the three-month period ended February 28, 2018.fiscal 2020.

NoNaN amounts offor general corporate overhead or interest expense were allocated to discontinued operations during the periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to our continuing operations.

10
Table of Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

Operating results for discontinued operations were comprised of the following:

Three Months Ended

Nine Months Ended

February 28,

February 28,

2018

2017

2018

2017

Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Sales

$
8.8

$
39.5

$
79.2

$
135.1

$
17.3

$
22.2

$
33.9

$
42.2
Cost of sales

(15.8
)
(37.3
)
(81.6
)
(125.1
)

(18.8)

(25.4)

(38.4)

(47.7)
Asset impairments

(11.0
)
—

(65.2
)
—

Asset impairment

—

—

(11.8)

—
Selling, general and administrative expenses

(2.6
)
(4.3
)
(9.6
)
(11.7
)

(5.4)

(2.3)

(7.2)

(4.8)
Loss from discontinued operations before provision for income tax benefit

(20.6
)
(2.1
)
(77.2
)
(1.7
)
Provision for income tax benefit

(4.8
)
(1.4
)
(25.2
)
(1.3
)
Operating loss from discontinued operations

(6.9)

(5.5)

(23.5)

(10.3)
Provision for income taxes (benefit)

(1.0)

(1.3)

(4.9)

(2.3)
Loss from discontinued operations

$
(15.8
)
$
(0.7
)
$
(52.0
)
$
(0.4
)

$
(5.9)

$
(4.2)

$
(18.6)

$
(8.0)

The carrying amounts of the major classes of assets and liabilities for our discontinued operations are as follows:

February 28,

May 31,

2018

2017

November 30,

May 31,


2019

2019
Accounts receivable, net

$
3.1

$
16.2
Inventory, rotable assets, and equipment

$
110.4

$
183.7

—

7.5
Goodwill

—

9.8

Operating lease ROU assets

22.8

—
Other assets

12.3

25.9

1.5

5.5
Assets of discontinued operations

$
122.7

$
219.4

$
27.4

$
29.2

Liabilities — current

$
26.5

$
30.8

Liabilities — non-current

—

2.6

Accounts payable and accrued liabilities

$
18.7

$
29.2
Operating lease liabilities

23.2

—
Liabilities of discontinued operations

$
26.5

$
33.4

$
41.9

$
29.2

Note 3 – Revenue Recognition

Revenue is measured based on the consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The ~~accompanying Notes~~Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to ~~Condensed Consolidated Financial~~a customer.
~~Statements are an integral part~~
Our unit of ~~these statements.~~accounting for revenue recognition is a performance obligation included in our customer contracts. A performance obligation reflects the distinct good or service that we must transfer to a customer. At contract inception, we evaluate if the contract should be accounted for as a single performance obligation or if the contract contains multiple performance obligations. In some cases, our contract with the customer is considered one performance obligation as it includes factors such as the good or service being provided is significantly integrated with other promises in the contract, the service provided significantly modifies or customizes another good or service or the good or service is highly interdependent or interrelated. If the contract has more than one performance obligation, the Company determines the standalone price of each distinct good or service underlying each performance obligation and allocates the transaction price based on their relative standalone selling prices.

The transaction price of a contract, which can include both fixed and variable amounts, is allocated to each performance obligation identified. Some contracts contain variable consideration, which could include incremental fees or penalty provisions related to performance. Variable consideration that can be reasonably estimated based on current assumptions and historical information is included in the transaction price at the inception of the contract but limited to the amount that is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Variable consideration that cannot be reasonably estimated is recorded when known.

11
Table of Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

~~Note 4 — Revenue Recognition~~
~~Sales~~Our performance obligations are satisfied over time as work progresses or at a point in time based on transfer of control of products and services to our customers. The majority of our sales from products are recognized at a point in time upon transfer of control to the customer which generally occurs upon shipment. In connection with certain sales of products, we also provide logistics services which include inventory management, replenishment, and other related ~~cost~~services. The price of ~~sales for product sales~~such services is generally included in the price of the products delivered to the customer, and revenues are recognized upon ~~shipment~~delivery of the product, at which point the customer has obtained control of the product. We do not account for these services separate from the related product sales as the services are inputs required to fulfill part orders received from customers.

For our performance obligations that are satisfied over time, we measure progress in a manner that depicts the performance of transferring control to the customer. ~~Our standard terms and conditions provide that title passes~~As such, we utilize the input method of cost-to-cost to recognize revenue over time as this depicts when control of the ~~customer when the product is shipped~~promised goods or services are transferred to the customer. ~~Sales of certain defense products are~~Revenue is recognized upon customer acceptance, which includes transfer of title. 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 large airframe maintenance contracts and performance-based logistics programs are recognized by the percentage of completion method, based on the relationship of actual costs incurred to date to the estimated total ~~costs.~~cost at completion of the performance obligation. We are required to make certain judgments and estimates, including estimated revenues and costs, as well as inflation and the overall profitability of the arrangement. Key assumptions involved include future labor costs and efficiencies, overhead costs, and ultimate timing of product delivery. Differences may occur between the judgments and estimates made by management and actual program results.

Changes in estimates and assumptions related to our arrangements accounted for using the cost-to-cost method are recorded using the cumulative catch-up method of accounting. For the three-month periods ended November 30, 2019 and 2018, we recognized ~~net~~ favorable cumulative catch-up adjustments of ~~$1.8~~$1.9 million and ~~$3.2~~$3.1 million, ~~during~~respectively. These adjustments relate to our long-term, power-by-the-hour programs where we provide component inventory management and repair services and certain long-term government programs.

For the ~~three-month~~six-month period ended November 30, 2019, we recognized favorable cumulative catch-up adjustments of $1.9 million. For the six-month period ended November 30, 2018, we recognized favorable and unfavorable cumulative catch-up adjustments of $3.8 million and $0.5 million, respectively. When considering these adjustments on a net basis, we recognized net favorable adjustments of $1.9 million and $3.3 million in the six-month periods ended ~~February 28,~~November 30, 2019 and 2018, respectively.

Under most of our U.S. government contracts, if the contract is terminated for convenience, we are entitled to payment for items delivered and ~~2017, respectively,~~fair compensation for work performed, the costs of settling and ~~$2.2 million~~paying other claims, and ~~$7.8 million during~~a reasonable profit on the ~~nine-month periods ended February 28, 2018~~costs incurred or committed.

We have elected to use certain practical expedients permitted under Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). Shipping and ~~2017, respectively, resulting from changes~~handling fees and costs incurred associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales in our Condensed Consolidated Statement of Income, and are not considered a performance obligation to our customers. Our reported sales on our Condensed Consolidated Statement of Income are net of any sales or related non-income taxes. We also utilize the “as invoiced” practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value we are providing to the ~~estimated profitability~~customer.

Contract Assets and Liabilities

The timing of ~~these contracts.~~
~~Lease revenues are~~revenue recognition, customer billings, and cash collections results in a contract asset or contract liability at the end of each reporting period. Contract assets consist of unbilled receivables or costs incurred where revenue recognized ~~as earned. Income from monthly or quarterly rental~~over time using the cost-to-cost model exceeds the amounts billed to customers. Contract liabilities include advance payments ~~is recorded~~and billings in ~~the pertinent period according~~excess of revenue recognized. Certain customers make advance payments prior to the ~~lease agreement. However, for leases that provide variable rents, we recognize lease income~~satisfaction of our performance obligations on the contract. These amounts are recorded as contract liabilities until such performance obligations are satisfied, either over time as costs are incurred or at a point in time when deliveries are made. Contract assets and contract liabilities are determined on a ~~straight-line~~contract-by-contract basis. ~~In addition to a monthly lease rate, some engine leases require an additional rental amount based on the number~~

12
Table 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.Contents
Certain supply chain management programs we provide to 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.
In June 2016, the U.S. Air Force awarded the new contract for the KC-10 Extender Contractor Logistics Support Program (“KC-10 Program”) to a competitor. Our principal services under the prior contract for the KC-10 Program were completed in January 2017; however, we have provided limited services since that date and will continue to do so for an unspecified period of time. Sales for the KC-10 Program during the three-month periods ended February 28, 2018 and 2017 were $3.6 million and $24.3 million, respectively, and sales during the nine-month periods ended February 28, 2018 and 2017 were $24.6 million and $92.3 million, respectively. Gross profit for the KC-10 Program during the three-month periods ended February 28, 2018 and 2017 were $0.2 million and $1.6 million, respectively, and gross profit during the nine-month periods ended February 28, 2018 and 2017 were $2.4 million and $6.1 million, respectively.
Included in accounts receivable as of February 28, 2018 and May 31, 2017, were $5.4 million and $14.5 million, respectively, of unbilled accounts receivable related to the KC-10 Program. These unbilled accounts receivable related to costs we have incurred on parts that were requested and accepted by our customer to support the KC-10 Program. These costs have not been billed by us because the customer has not yet issued the final paperwork necessary to allow for billing.
~~The accompanying Notes to Condensed Consolidated Financial~~
~~Statements are an integral part of these statements.~~
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

Net contract assets and liabilities are as follows:
~~Note 5 — Income Taxes~~


November 30,

May 31,


2019

2019

Change
Contract assets – current

$
62.2

$
59.2

$
3.0
Contract assets – non-current

32.0

17.0

15.0
Deferred revenue – current

(11.3)

(12.6)

1.3
Deferred revenue on long-term contracts

(122.5)

(83.8)

(38.7)
Net contract liabilities

$
(39.6)

$
(20.2)

$
(19.4)

Contract assets – non-current is reported within Other non-current assets, and Contract liabilities – current is reported within Accrued liabilities on our Condensed Consolidated Balance Sheet. Changes in contract assets and contract liabilities primarily result from the timing difference between our performance of services and payments from customers.
On December 22, 2017, the Tax Reform Act was enacted which significantly revised the U.S. corporate income tax system. The Tax Reform Act, among other things, reduced the current corporate federal income tax rate to 21% from 35%, changed bonus depreciation regulations and limited deductions for executive compensation. The income tax rate reduction
Changes in ~~the Tax Reform Act is effective January~~our deferred revenue, after adoption of ASC 606 on June 1, 2018, ~~which results in a blended federal statutory tax rate~~were as follows for the Company of 29.2% in fiscal 2018. Our income tax expense for the three-month period ended February 28, 2018 included a benefit of $1.8 million related to the impact of our revised, lower estimated fiscal 2018 tax rate applied to our pre-tax income for thethree- and six-month ~~period~~periods ended November 30, ~~2017~~2019 and 2018:


Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Deferred revenue at beginning of period

$
(86.3)

$
(58.5)

$
(96.4)

$
(44.1)
Revenue deferred

(153.7)

(103.5)

(240.3)

(194.0)
Revenue recognized

103.3

76.4

204.3

156.5
Other

2.9

8.0

(1.4)

4.0
Deferred revenue at end of period

$
(133.8)

$
(77.6)

$
(133.8)

$
(77.6)

Remaining Performance Obligations

As of November 30, 2019, we had approximately $1.3 billion of remaining performance obligations, also referred to as firm backlog, which ~~was previously~~excludes unexercised contract options and potential orders under our indefinite-delivery, indefinite-quantity (IDIQ) contracts. We expect that approximately 40% of this backlog will be recognized as revenue over the next 12 months with the majority of the remainder recognized over the next three years. The amount of remaining performance obligations, which is expected to be ~~taxed at 35%~~recognized as revenue beyond 12 months, primarily relates to our long-term, power-by-the-hour programs where we provide component inventory management and repair services.

13
Table of Contents
~~We re-measured~~AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

Disaggregation of Revenue

Sales across the major customer markets for each of our ~~deferred tax assets~~operating segments for the three- and ~~liabilities based on~~six-month periods ended November 30, 2019 and 2018 were as follows:

Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Aviation Services:

Commercial

$
369.6

$
325.5

$
700.1

$
632.2
Government and defense

162.4

137.4

343.7

269.1

$
532.0

$
462.9

$
1,043.8

$
901.3
Expeditionary Services:





Commercial

$
6.4

$
8.0

$
12.1

$
16.5
Government and defense

22.5

22.4

46.5

41.8

$
28.9

$
30.4

$
58.6

$
58.3

Sales by geographic region for the ~~tax rate at which they~~three- and six-month periods ended November 30, 2019 and 2018 were as follows:

Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Aviation Services:

North America

$
395.6

$
331.7

$
786.0

$
651.2
Europe/Africa

99.8

83.5

188.0

164.5
Other

36.6

47.7

69.8

85.6

$
532.0

$
462.9

$
1,043.8

$
901.3
Expeditionary Services:

North America

$
26.4

$
29.2

$
54.6

$
54.9
Europe/Africa

2.2

1.0

3.6

2.7
Other

0.3

0.2

0.4

0.7

$
28.9

$
30.4

$
58.6

$
58.3

14
Table of Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

Note 4 – Accounts Receivable

Financial instruments that potentially subject us to concentrations of market or credit risk consist principally of trade receivables. While our trade receivables are ~~expected to reverse~~diverse and represent a number of entities and geographic regions, the majority are with the U.S. government and its contractors and entities in the ~~future,~~aviation industry. The composition of our accounts receivable is as follows:

November 30,

May 31,


2019

2019
U.S. Government contracts:

Trade receivables

$
32.7

$
28.7
Unbilled receivables

29.8

31.7

62.5

60.4
All other customers:

Trade receivables

99.8

92.5
Unbilled receivables

46.2

44.9

146.0

137.4

$
208.5

$
197.8

In addition, we currently have past due receivables owed by former commercial program customers primarily related to our exit from customer contracts in certain geographies, including Colombia, Peru, and Poland. Our past due receivables owed by these customers was $10.1 million as of November 30, 2019, which ~~is either at a federal rate~~was net of ~~29.2%~~allowance for ~~reversals in fiscal 2018 or 21% for reversals in fiscal 2019 and subsequent years. We recognized an income tax benefit~~doubtful accounts of ~~$13.0 million in the three-month period ended February 28, 2018 for the re-measurement impact on a provisional basis.~~$6.2 million.

On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, which allows the use of a measurement period, similar to that used in business combinations, to account for the impacts of the Tax Reform Act. We have accounted for the impacts of the Tax Reform Act to the extent a reasonable estimate could be made, however, we will continue to refine our estimates on the timing of the deferred tax reversals throughout the measurement period as additional information becomes available or until the accounting is complete.
Note ~~6 —~~5 – Accounting for Stock-Based Compensation

Restricted Stock

In the three-month period ended August 31, ~~2017,~~2019, as part of our annual long-term stock incentive compensation, we granted ~~98,750~~52,475 shares of performance-based restricted stock and ~~24,425~~56,535 shares of time-based restricted stock to eligible employees. The grant date fair value per share for these shares was ~~$35.26~~$37.66 (the closing price on the grant date). In June ~~2017,~~2019, we also granted ~~55,000~~43,142 shares of time-based restricted stock to members of the Board of Directors with a grant date fair value per share of ~~$34.95.~~$30.60.

Expense charged to operations for restricted stock during the three-month periods ended ~~February 28,~~November 30, 2019 and 2018 ~~and 2017~~ was ~~$2.0~~$1.8 million and ~~$1.6~~$0.2 million, respectively, and $4.9 million and ~~$4.2~~$3.0 million during the ~~nine-month~~six-month periods ended ~~February 28, 2018~~November 30, 2019 and ~~2017, respectively.~~2018.

Stock Options

In ~~the three-month period ended August 31, 2017,~~July 2019, as part of our annual long-term stock incentive compensation, we granted ~~453,450~~414,460 stock options to eligible employees at an exercise price ~~per share~~ of ~~$35.26~~$37.66 and weighted average fair value of ~~$9.27.~~$10.30. The fair value of stock options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate
1.9
%
Expected volatility of common stock
32.0
%
Dividend yield
0.8
%
Expected option term in years
4.5

The total intrinsic value of stock options exercised during the ~~nine-month~~six-month periods ended ~~February 28,~~November 30, 2019 and 2018 ~~and 2017~~ was ~~$12.0~~$2.0 million and ~~$3.3~~$11.9 million, respectively. Expense charged to operations for stock options during the three-month periods ended ~~February 28, 2018 and 2017 was $1.4 million and $1.1 million, respectively, and $3.8 and $3.4 million during the nine-month periods ended February 28, 2018 and 2017, respectively.~~
15
~~The accompanying Notes to Condensed Consolidated Financial~~
~~Statements are an integral part~~Table of ~~these statements.~~Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

November 30, 2019 and 2018 was $1.0 million and $1.0 million, respectively, and during the six-month periods ended November 30, 2019 and 2018 was $2.2 million and $2.2 million, respectively.

Note ~~7 —~~6 – Inventory

The summary of inventories is as follows:

February 28,

May 31,

2018

2017


November 30,

May 31,

2019

2019
Aircraft and engine parts, components and finished goods

$
518.9

$
467.9
Raw materials and parts

$
47.6

$
45.0

43.6

41.8
Work-in-process

35.3

25.8

17.9

14.0
Aircraft and engine parts, components and finished goods

389.2

362.6

$
472.1

$
433.4

$
580.4

$
523.7

Note ~~8 —~~7 – Supplemental Cash Flow Information

Nine Months Ended

February 28,

2018

2017

Six Months Ended

November 30,


2019

2018
Interest paid

$
4.9

$
3.2

$
3.8

$
4.3
Income taxes paid

16.6

8.3

12.7

3.0
Income tax refunds received

0.1

1.2

2.4

—

Note ~~9 —~~8 – Sale of Receivables

On February 23, 2018, we entered into a Purchase Agreement with Citibank N.A. (“Purchaser”) for the sale, from time to time, of certain accounts receivable due from certain customers (the “Purchase Agreement”). Under the Purchase Agreement, the maximum amount of receivables sold is limited to $150 million. The term of the Purchase Agreement runs through February 22, ~~2019,~~2020, however, the Purchase Agreement may also be terminated earlier under certain circumstances. The term of the Purchase Agreement shall be automatically extended for annual terms unless either party provides advance notice that they do not intend to extend the term.

We have no0 retained interests in the sold receivables, other than limited recourse obligations in certain circumstances, and only perform collection and administrative functions for the Purchaser. We account for these receivable transfers as sales under ASC 860, Transfers and Servicing, and de-recognize the sold receivables from our ~~Condensed~~ Consolidated Balance Sheet.

During the ~~three-month~~six-month period ended ~~February 28,~~November 30, 2019 and 2018, we sold ~~$63.0~~$404.8 million and $351.0 million, respectively, of receivables under the Purchase Agreement and remitted $405.3 million and $327.5 million, respectively, to the Purchaser on their behalf. As of November 30, 2019 and May 31, 2019, we had collected ~~$10.7~~cash of $14.5 million ~~on behalf of the Purchaser. The cash collected has~~and $19.8 million, respectively, which was not yet ~~been~~ remitted to the Purchaser as of those dates and ~~has been~~was classified as Restricted cash on our Condensed Consolidated Balance ~~Sheet.~~ Sheets.

We ~~incurred purchase discount~~recognize discounts on the sale of our receivables and other fees ~~of $0.5 million which are recognized as~~related to the Purchase Agreement in Other ~~expenses~~expense, net on our Condensed Consolidated Statements of ~~Operations.~~Income. We incurred discounts on the sale of our receivables of $0.5 million and $0.6 million during the three-month periods ended November 30, 2019 and 2018, respectively, and $1.1 million and $1.0 million during the six-month periods ended November 30, 2019 and 2018, respectively.

~~The accompanying Notes to Condensed Consolidated Financial~~16
~~Statements are an integral part~~Table of ~~these statements.~~Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

Note ~~10 —~~9 – Financing Arrangements

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

February 28,

May 31,

2018

2017

Revolving Credit Facility expiring November 1, 2021 with interest payable monthly

$
147.0

$
131.0


November 30,

May 31,

2019

2019
Revolving Credit Facility expiring September 25, 2024 with interest payable monthly

$
175.0

$
120.0
Term loan due November 1, 2021 with interest payable monthly

24.1

—

23.3

22.9
Industrial revenue bond (secured by property, plant and equipment) due August 1, 2018 with interest payable monthly

25.0

25.0

Capital lease obligations

0.1

0.2

Total debt

196.2

156.2

198.3

142.9
Current maturities

(0.1
)
(0.1
)
Debt issuance costs, net

(1.8
)
(2.0
)

(2.2)

(1.2)
Long-term debt

$
194.3

$
154.1

$
196.1

$
141.7

At ~~February 28, 2018,~~November 30, 2019, our variable ~~rate and fixed~~ rate debt had a fair value that approximates its carrying value and ~~are~~is classified as Level 2 in the fair value hierarchy.

On October 18, 2017, we entered into a Credit Agreement with the Canadian Imperial Bank of Commerce, as lender (the “Credit Agreement”). The Credit Agreement provided a Canadian $31 million term loan with the proceeds used to fund the acquisition of ~~two~~2 maintenance, repair, and overhaul (“MRO”) facilities in Canada from Premier Aviation. The term loan is due in full at the expiration of the Credit Agreement on November 1, 2021 unless terminated earlier pursuant to the terms of the Credit Agreement. Interest is payable monthly on the term loan at the offered fluctuating Canadian Dollar Offer Rate plus 125 to 225 basis points based on certain financial measurements if a Bankers’ Acceptances loan, or at the offered ~~fluctuation~~fluctuating Prime Rate plus 25 to 125 basis points based on certain financial measurements, if a Prime Rate loan.

~~The industrial revenue bond that matures on August 1, 2018 has been classified~~ ~~as a long-term liability due~~On September 25, 2019, we entered into an amendment to ~~our intent and ability to refinance this bond on a long-term basis using~~ our Revolving Credit ~~Facility.~~Facility that extended the maturity of the Revolving Credit Facility to September 25, 2024, increased the revolving credit commitment to $600 million, and modified certain other provisions. Under certain circumstances, we have the ability to request an increase to the revolving credit commitment by an aggregate amount of up to $300 million, not to exceed $900 million in total. Borrowings under the Revolving Credit Facility bear interest at the offered Eurodollar Rate plus 87.5 to 175 basis points based on certain financial measurements if a Eurodollar Rate loan, or at the offered fluctuating Base Rate plus 0 to 75 basis points based on certain financial measurements if a Base Rate loan.

Our financing arrangements also require us to comply with leverage and interest coverage ratios, maintain a minimum net working capital level, and comply with certain affirmative and negative covenants, including those relating to financial reporting and notification, payment of indebtedness, cash dividends, taxes and other obligations, compliance with applicable laws, and limitations on additional liens, indebtedness, acquisitions, investments and disposition of assets. The Revolving Credit Facility ~~and Credit Agreement~~ also ~~require~~requires our significant domestic subsidiaries, and any subsidiaries that guarantee our other indebtedness, to provide a guarantee of ~~payment.~~payment under the Revolving Credit Facility. At ~~February 28, 2018,~~November 30, 2019, we were in compliance with the financial and other covenants in our financing agreements.

~~The accompanying Notes to~~Note 10 – Leases

We lease facilities, offices, vehicles, and equipment. We determine at inception whether an arrangement that provides us control over the use of an asset is a lease. ROU assets and lease liabilities are recognized on the Condensed Consolidated ~~Financial~~Balance Sheet at lease commencement date based on the present value of the future minimum lease payments over the lease term. Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. We estimate our incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value.
~~Statements~~
Our lease costs are ~~an integral part~~allocated over the remaining lease term on a straight-line basis unless another systematic or rational basis is more representative of ~~these statements.~~the pattern in which the underlying asset is expected to be used. ROU assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets.
17
Table of Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

Certain leases include options to renew or extend the terms of the lease, which are included in the determination of the ROU assets and lease liabilities when it is reasonably certain that the option will be exercised. Our leases may also include variable lease payments such as escalation clauses based on consumer price index rates, maintenance costs and utilities. Variable lease payments that depend on an index or a rate are included in the determination of ROU assets and lease liabilities using the index or rate at the lease commencement date, whereas variable lease payments that do not depend on an index or rate are recorded as lease expense in the period incurred. Our lease agreements do not contain any significant residual value guarantees or restrictive covenants.

The summary of our operating lease cost is as follows:


Three Months

Six Months

Ended

Ended

November 30,

November 30,

2019

2019

Operating lease cost

$
4.5

$
8.7
Short-term lease cost

1.3

2.6
Variable lease cost

1.8

2.8

$
7.6

$
14.1

With the exception of a land lease for one of our airframe maintenance facilities that expires in 2108, our operating leases expire at various dates through 2039. Maturities of our operating lease payments as of November 30, 2019 are as follows:

2020 (excluding the six months ended November 30, 2019)

$
8.6
2021

16.6
2022

14.8
2023

13.0
2024

11.1
Thereafter

51.6
Total undiscounted payments

115.7
Less: Imputed interest

(18.0)
Present value of minimum lease payments

97.7
Less: Operating lease liabilities – current

(13.7)
Operating lease liabilities – non-current

$
84.0

The current portion of operating lease liabilities are presented within Accrued expenses on our Condensed Consolidated Balance Sheet.

Prior to the adoption of ASC 842, our future minimum operating lease payments at May 31, 2019 were as follows:

2020

$
21.6
2021

19.3
2022

16.5
2023

13.2
2024

11.0
Thereafter

39.9

$
121.5

18
Table of Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

As of November 30, 2019, the weighted average remaining lease term and discount rate for our operating leases were approximately 8.9 years and 3.4%, respectively.

Supplemental cash flow information related to leases for the three- and six-month period ended November 30, 2019 was as follows:


Three Months

Six Months

Ended

Ended

November 30,

November 30,

2019

2019
Cash paid for amounts included in the measurement of lease liabilities

$
3.9

$
7.6
Operating lease liabilities arising from obtaining ROU assets

13.1

13.1

Note 11 —– Investments in Joint Ventures

Our investments in joint ventures includes $6.1 million for our 40% ownership interest in our Indian joint venture with Indamer Aviation to develop and operate an airframe maintenance facility in India. Facility construction is expected to be completed in fiscal 2021.

The investment balance as of November 30, 2019 includes $4.6 million related to the guarantee liability recognized in conjunction with our guarantee of 40% of the Indian joint venture’s debt. The Indian joint venture is accounted for using the equity method. In addition, each of the partners in the Indian joint venture have a loan to the joint venture proportionate to their equity ownership. We also have a loan to the joint venture of $2.9 million as of November 30, 2019.

Note 12 – 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 number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock ~~options.~~options and shares issuable upon vesting of restricted stock awards.

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 excludes income attributable to unvested restricted stock awards from the numerator and excludes the dilutive impact of those shares from the denominator. During periods of net loss, no0 effect is given to the participating securities because they do not share in the losses of the Company.

19
Table of Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

A reconciliation of the computations of basic and diluted earnings per share information for the three- and ~~nine-month~~six-month periods ended ~~February 28,~~November 30, 2019 and 2018 ~~and 2017~~ is as follows:

Three Months Ended

Nine Months Ended

February 28,

February 28,

2018

2017

2018

2017

Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Basic and Diluted EPS:

Income from continuing operations

$
31.3

$
14.4

$
55.6

$
35.7

$
20.1

$
11.2

$
37.2

$
30.1
Less income attributable to participating shares

(0.2
)
(0.1
)
(0.5
)
(0.3
)

(0.1)

(0.1)

(0.2)

(0.1)
Income from continuing operations attributable to common shareholders

31.1

14.3

55.1

35.4

20.0

11.1

37.0

30.0
Loss from discontinued operations attributable to common shareholders

(15.8
)
(0.7
)
(52.0
)
(0.4
)

(5.9)

(4.2)

(18.6)

(8.0)
Net income (loss) attributable to common shareholders for earnings per share

$
15.3

$
13.6

$
3.1

$
35.0

Net income attributable to common shareholders for earnings per share

$
14.1

$
6.9

$
18.4

$
22.0

Weighted Average Shares:

Weighted average common shares outstanding — basic

34.0

33.7

34.1

33.9

Weighted average common shares outstanding–basic

34.6

34.6

34.6

34.6
Additional shares from the assumed exercise of stock options

0.5

0.5

0.4

0.4

0.4

0.4

0.4

0.5
Weighted average common shares outstanding — diluted

34.5

34.2

34.5

34.3

Earnings (Loss) per share — basic:

Weighted average common shares outstanding–diluted

35.0

35.0

35.0

35.1

Earnings per share – basic:

Earnings from continuing operations

$
0.91

$
0.43

$
1.62

$
1.05

$
0.58

$
0.32

$
1.07

$
0.87
Loss from discontinued operations

(0.46
)
(0.02
)
(1.52
)
(0.01
)

(0.17)

(0.12)

(0.54)

(0.23)
Earnings (Loss) per share — basic

$
0.45

$
0.41

$
0.10

$
1.04

Earnings (Loss) per share — diluted:

Earnings per share – basic

$
0.41

$
0.20

$
0.53

$
0.64

Earnings per share – diluted:

Earnings from continuing operations

$
0.90

$
0.42

$
1.60

$
1.04

$
0.57

$
0.32

$
1.06

$
0.85
Loss from discontinued operations

(0.46
)
(0.02
)
(1.52
)
(0.01
)

(0.17)

(0.12)

(0.53)

(0.23)
Earnings (Loss) per share — diluted

$
0.44

$
0.40

$
0.08

$
1.03

Earnings per share –diluted

$
0.40

$
0.20

$
0.53

$
0.62

~~At February 28, 2018 and 2017,~~The potential dilutive effect of 267,000 shares relating to stock optionswas excluded from the ~~average market price~~computation of ~~our~~weighted average common shares outstanding - diluted for both the three- and six-month periods ended November 30, 2019 as the shares would have been anti-dilutive. The potential dilutive effect of 290,000 shares relating to stock options was ~~in excess~~excluded from the computation of ~~all~~weighted average common shares outstanding – diluted for both the three- and six-month periods ended November 30, 2018 as the shares would have been anti-dilutive.

20
Table of ~~our outstanding options.~~Contents
~~The accompanying Notes to Condensed Consolidated Financial~~
~~Statements are an integral part of these statements.~~
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

Note ~~12 —~~13 – Accumulated Other Comprehensive Loss

Changes in our accumulated other comprehensive loss (“AOCL”) by component for the three- and ~~nine-month~~six- month periods ended ~~February 28,~~November 30, 2019 and 2018 ~~and 2017~~ were as follows:

Currency
Translation
Adjustments

Pension
Plans

Total

Balance at December 1, 2017

$
0.8

$
(37.6
)
$
(36.8
)

Currency

Translation

Pension


Adjustments

Plans

Total
Balance at September 1, 2019

$
(2.2)

$
(38.6)

$
(40.8)
Other comprehensive income before reclassifications

0.9

—

0.9

0.5

—

0.5
Amounts reclassified from AOCL

—

0.3

0.3

—

0.3

0.3
Total other comprehensive income

0.9

0.3

1.2

Balance at February 28, 2018

$
1.7

$
(37.3
)
$
(35.6
)

Balance at December 1, 2016

$
(3.7
)
$
(42.8
)
$
(46.5
)
Total other comprehensive income (loss)

0.5

0.3

0.8
Balance at November 30, 2019

$
(1.7)

$
(38.3)

$
(40.0)

Balance at September 1, 2018

$
(0.2)

$
(32.0)

$
(32.2)
Other comprehensive loss before reclassifications

(0.2
)
—

(0.2
)

(0.6)

—

(0.6)
Amounts reclassified from AOCL

—

0.3

0.3

—

0.2

0.2
Total other comprehensive income (loss)

(0.2
)
0.3

0.1

(0.6)

0.2

(0.4)
Balance at February 28, 2017

$
(3.9
)
$
(42.5
)
$
(46.4
)
Balance at November 30, 2018

$
(0.8)

$
(31.8)

$
(32.6)

Currency
Translation
Adjustments

Pension
Plans

Total

Balance at June 1, 2017

$
(1.7
)
$
(38.2
)
$
(39.9
)

Currency

Translation

Pension


Adjustments

Plans

Total
Balance at June 1, 2019

$
(2.1)

$
(38.8)

$
(40.9)
Other comprehensive income before reclassifications

3.4

—

3.4

0.4

—

0.4
Amounts reclassified from AOCL

—

0.9

0.9

—

0.5

0.5
Total other comprehensive income

3.4

0.9

4.3

Balance at February 28, 2018

$
1.7

$
(37.3
)
$
(35.6
)

Balance at June 1, 2016

$
(1.1
)
$
(43.3
)
$
(44.4
)
Total other comprehensive income (loss)

0.4

0.5

0.9
Balance at November 30, 2019

$
(1.7)

$
(38.3)

$
(40.0)

Balance at June 1, 2018

$
0.3

$
(32.3)

$
(32.0)
Other comprehensive loss before reclassifications

(2.8
)
—

(2.8
)

(1.1)

��
—

(1.1)
Amounts reclassified from AOCL

—

0.8

0.8

—

0.5

0.5
Total other comprehensive income (loss)

(2.8
)
0.8

(2.0
)

(1.1)

0.5

(0.6)
Balance at February 28, 2017

$
(3.9
)
$
(42.5
)
$
(46.4
)
Balance at November 30, 2018

$
(0.8)

$
(31.8)

$
(32.6)

~~Note 13 — Sale of Product Line~~
During the three-month period ended August 31, 2016, we sold certain assets related to our temperature-controlled container product line to Sonoco Protective Solutions, Inc. (“Sonoco”) for $5 million. The sale price included $3 million paid at closing and $2 million in non-contingent, deferred consideration due over the following two years. We recognized a gain of $2.6 million on the sale. In conjunction with the sale, we also entered into a long-term manufacturing agreement to supply temperature-controlled containers to Sonoco over the following three years.
~~The accompanying Notes to Condensed Consolidated Financial~~
~~Statements are an integral part of these statements.~~
~~AAR CORP. and Subsidiaries~~
~~Notes to Condensed Consolidated Financial Statements~~
~~February 28, 2018~~
~~(Unaudited)~~
~~(Dollars in millions, except per share amounts)~~
Note 14 ~~— Acquisitions~~
On September 19, 2017, we acquired the outstanding shares of two MRO facilities in Quebec and Ontario, Canada owned by Premier Aviation for approximately $24.8 million. The purchase price includes $22.9 million paid at closing and deferred consideration of $1.9 million payable September 2018. This business is included in our Aviation Services segment. The amounts recorded for certain assets are preliminary in nature and are subject to adjustment as additional information is obtained about their acquisition date fair value. The final determination of the fair values will be completed within the one year measurement period. The preliminary fair value of assets acquired and liabilities assumed is as follows:
Current assets

$
4.1

Property and equipment

13.1

Intangible assets, including goodwill

16.0

Accounts payable and accrued liabilities

(8.4
)

$
24.8

On April 10, 2017, we acquired the trading business of ACLAS Global Limited (“ACLAS”). In conjunction with the acquisition, we entered into a multi-year component support and repair contract covering approximately 100 of ACLAS’ aircraft. The purchase price of the acquisition was $12.0 million paid at closing with $3.0 million in deferred consideration payable over the next three years. This business operates as part of our Aviation Services segment. The amounts recorded for certain assets are preliminary in nature and are subject to adjustment as additional information is obtained about their acquisition date fair value. The final determination of the fair values will be completed within the one year measurement period. The preliminary fair value of assets acquired is as follows:
Inventory

$
5.0

Equipment on or available for long-term lease

7.0

Intangible assets

3.0

$
15.0

~~Note 15 —~~– Business Segment Information

Consistent with how our chief operating decision making officer (Chief Executive Officer) evaluates performance and the way we are organized internally, we report our activities in ~~two business~~2 operating segments: Aviation Services comprised of supply chain and MRO activities and Expeditionary Services comprised of ~~our government-owned, contractor-operated (“GOCO”) airlift services and mobility operations.~~manufacturing activities.

The Aviation Services segment consists of aftermarket support and services ~~businesses~~offerings that provide spare parts and maintenance support for aircraft operated by our commercial and government/defense customers. Sales in the Aviation Services segment are derived from the sale and lease of a wide variety of new, overhauled and repaired engine and airframe parts and components to the commercial aviation and government and defense markets. We provide customized inventory supply chain management, ~~performance based~~performance-based logistics programs, customer fleet management and operations, and aircraft component repair management ~~services, and aircraft modifications.~~services. The segment also includes repair, maintenance and overhaul of aircraft, landing gear and components. Cost of sales consists principally of the cost of product, direct labor, and overhead.

~~The accompanying Notes to Condensed Consolidated Financial~~21
~~Statements are an integral part~~Table of ~~these statements.~~Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

The Expeditionary Services segment consists of businesses that provide products and services supporting the movement of equipment and personnel by the U.S. and foreign governments and other non-governmental organizations. Sales in the Expeditionary Services segment areprimarily manufacturing operations with sales derived from ~~fleet management and operations of customer-owned aircraft and~~ the design and manufacture of pallets, shelters, and containers used to support the U.S. military’s requirements for a mobile and agile ~~force. We also~~force including engineering, design, and ~~manufacture~~system integration services for specialized command and control systems. This segment also designs and manufactures advanced composite materials for commercial, business and military aircraft. Cost of sales consists principally of the cost of material to manufacture products, 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~~annual Report on Form 10-K for the year ended May 31, ~~2017.~~ 2019 except for our revised accounting policy for leases. On June 1, 2019, we adopted ASC 842 which amended the existing accounting standards for lease accounting. Prior periods have not been restated for ASC 842 and continue to be reported under the accounting standards in effect for those periods. A discussion of our revised accounting policy for leases is included in Note 10 to the Condensed Consolidated Financial Statements.

Our chief operating decision making officer (Chief Executive Officer) evaluates performance based on the ~~reportable~~operating segments and utilizes gross profit as a primary profitability measure. Gross profit is calculated by subtracting cost of sales from sales. The assets and certain expenses related to corporate activities are not allocated to the segments. ~~Our reportable segments are aligned principally around differences in products and services.~~

Selected financial information for each segment is as follows:

Three Months Ended

Nine Months Ended

February 28,

February 28,

2018

2017

2018

2017

Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Sales:

Aviation Services

$
426.4

$
382.8

$
1,189.3

$
1,064.1

$
532.0

$
462.9

$
1,043.8

$
901.3
Expeditionary Services

29.9

24.4

85.5

76.2

28.9

30.4

58.6

58.3

$
456.3

$
407.2

$
1,274.8

$
1,140.3

$
560.9

$
493.3

$
1,102.4

$
959.6

Three Months Ended

Nine Months Ended

February 28,

February 28,

2018

2017

2018

2017

Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Gross profit:

Aviation Services

$
71.7

$
63.2

$
195.5

$
172.6

$
85.7

$
74.9

$
165.7

$
142.0
Expeditionary Services

5.9

3.3

14.4

12.9

0.2

3.4

1.8

7.5

$
77.6

$
66.5

$
209.9

$
185.5

$
85.9

$
78.3

$
167.5

$
149.5

The following table reconciles segment gross profit to income from continuing operations before provision for income ~~taxes (benefit).~~taxes:

Three Months Ended

Nine Months Ended

February 28,

February 28,

2018

2017

2018

2017

Three Months Ended

Six Months Ended

November 30,

November 30,


2019

2018

2019

2018
Segment gross profit

$
77.6

$
66.5

$
209.9

$
185.5

$
85.9

$
78.3

$
167.5

$
149.5
Selling, general and administrative

(53.4
)
(43.1
)
(146.7
)
(126.6
)

(57.1)

(49.1)

(115.2)

(97.3)
Provision for doubtful accounts

(0.7)

(12.4)

(1.4)

(13.0)
Other income (expense), net

(0.2)

(0.2)

(0.4)

0.2
Interest expense

(2.2
)
(1.4
)
(5.8
)
(3.8
)

(1.9)

(2.5)

(4.1)

(4.6)
Interest income

—

0.1

0.1

0.1

0.1

0.1

0.2

0.6
Other expense

(0.5
)
—

(0.5
)
—

Income from continuing operations before provision for income taxes (benefit)

$
21.5

$
22.1

$
57.0

$
55.2

Income from continuing operations before provision for income taxes

$
26.1

$
14.2

$
46.6

$
35.4

~~The accompanying Notes to Condensed Consolidated Financial~~
~~Statements are an integral part~~22
Table of ~~these statements.~~Contents
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
~~February 28, 2018~~November 30, 2019
(Unaudited)
(Dollars in millions, except per share amounts)

Note ~~16 —~~15 – Legal Proceedings

We are not a party to any material pending legal proceeding (including any governmental or environmental proceeding) other than routine litigation incidental to our business, except for the following:

~~DynCorp International LLC v. AAR Airlift Group, Inc.~~Department of Justice Investigation

~~On September 5, 2015, DynCorp International LLC~~The U.S. Department of Justice (“~~DynCorp”~~DoJ”) ~~filed a complaint in~~, acting through the ~~United States District Court~~U.S. Attorney’s Office for the ~~Middle~~Southern District of ~~Florida, Orlando Division (the “District Court”), accusing~~Illinois, is conducting an investigation of AAR Airlift Group, Inc. (“~~AAR~~ Airlift”), a wholly-owned subsidiary of AAR CORP., under the federal civil False Claims Act (“FCA”). The investigation relates to Airlift’s performance of misappropriation of DynCorp information, including trade secrets, and other related allegations. DynCorp’s complaint, which sought damages in an unspecified amount and a preliminary injunction, alleged that AAR Airlift engaged in this conduct in connection with the submission of proposals in response to the solicitation issuedseveral contracts awarded by the U.S. ~~Department~~Transportation Command concerning the operations and maintenance of ~~State (“DOS”) Bureau of International Narcotics~~rotary-wing and ~~Law Enforcement Affairs, Office of Aviation (“INL/A”)~~fixed-wing aircraft in ~~support~~Afghanistan and Africa, as well as several U.S. Navy contracts. In June 2018, the DoJ informed Airlift that part of the ~~Worldwide Aviation Support Services program (“INL/A WASS”). The INL/A WASS contract~~investigation was ~~subsequently awarded to AAR~~ precipitated by a lawsuit filed under the qui tam provisions of the FCA by a former employee of Airlift. That lawsuit remains under seal.

Airlift ~~on September 1, 2016.~~
~~The District Court denied DynCorp’s preliminary injunction motion, and on October 19, 2015, DynCorp filed an amended complaint~~is cooperating with the ~~District Court. On January 14, 2016, the District Court granted AAR Airlift’s motion to dismiss DynCorp’s amended complaint. On February 2, 2016, DynCorp appealed the District Court’s~~DoJ investigation. In order to explore whether a negotiated resolution of the ~~United States Court of Appeals~~matter is possible, and in an effort to minimize continuing legal defense costs, Airlift has entered into settlement discussions with the DoJ. Airlift believes it has meritorious defenses and counter-arguments to the concerns raised by the DoJ; however, there is no assurance that any settlement will be achieved. If no settlement is reached, the DoJ and the qui tam plaintiff could pursue civil litigation under the FCA, which provides for the ~~Eleventh Circuit (the “Eleventh Circuit”).~~recovery of, among other amounts, treble damages and penalties.

~~On November 21, 2016,~~While we believe that it is probable that we will incur a loss from this matter, we cannot yet reasonably estimate the ~~Eleventh Circuit reversed in part~~maximum amount of potential loss, nor can we provide any assurance that the ~~District Court’s dismissal~~ultimate resolution of the ~~amended complaint~~remaining exposure for this matter will not be material.

Self-Reporting of Potential Foreign Corrupt Practices Act Violations

The Company retained outside counsel to investigate possible violations of the Company’s Code of Conduct, the U.S. Foreign Corrupt Practices Act, and ~~remanded the case~~other applicable laws, relating to the ~~District Court for further proceedings.~~Company’s activities in Nepal and South Africa. Based on these investigations, we self-reported these matters to the DoJ, the U.S. Securities and Exchange Commission and the UK Serious Fraud Office. The ~~District Court set a discovery schedule that was to end on September 1, 2017 and a trial date of April 2, 2018.~~
On June 16, 2017, the District Court granted AAR Airlift’s motion to stay the legal proceeding against AAR Airlift. The stay was to remain in effect until the earlier of (a) October 31, 2017 or (b) the entry of a decision of the United States Court of Federal Claims (“COFC”), on DynCorp’s protest of the contract award to AAR Airlift. The District Court’s stay immediately halted all discovery and other activity in the DynCorp lawsuit.
On October 31, 2017, the COFC denied DynCorp’s protest of the DOS award to AAR Airlift. Following the COFC decision, the Department of State lifted the voluntary stay that had been in place on the INL/A WASS contract, and since that time it has issued several task orders to AAR Airlift in order to transition the INL/A WASS program to AAR Airlift.
On November 29, 2017, the District Court granted AAR Airlift’s motion to stay discovery in this lawsuit pending the District Court’s resolution of AAR Airlift’s motion for summary judgment. The District Court’s decision effectively extended the stay that was previously in effect.
~~On December 1, 2017, AAR Airlift filed its motion for summary judgment~~Company is fully cooperating with the ~~District Court. This motion maintains that DynCorp’s claims fail as a matter~~reviews by these agencies, although we are unable at this time to predict what action, if any, they may take.

23
Table of law because DynCorp suffered no damages attributable to any alleged conduct of AAR Airlift; rather, as determined by the COFC, DynCorp was deemed ineligible for the INL/A WASS contract on account of its own actions. Contents
On January 31, 2018, AAR Airlift and DynCorp filed a joint notice of settlement, advising the District Court that they had reached an agreement in principle to resolve DynCorp’s lawsuit and that they expected to file a stipulation of dismissal ~~with~~ ~~prejudice within 14 days (meaning that DynCorp may not file its claims again).~~
~~On February 1, 2018, the District Court entered an order dismissing the DynCorp lawsuit~~ ~~without~~ prejudice subject to the right of any party within 60 days to move the court for the purpose of entering a stipulated form of a final order or judgment or, on good cause shown, to reopen the case for further proceedings.
On March 16, 2018, however, DynCorp moved to reopen the case for further proceedings, stating that the parties did not have a meeting of the minds on a potential settlement. On March 19, 2018, AAR filed a response to DynCorp’s motion, clarifying that the parties did reach an agreement to settle the case and requesting that the court reopen the case for the limited purpose of allowing AAR Airlift to file a motion to enforce the settlement agreement reached between the parties and to dismiss the DynCorp lawsuit ~~with~~ ~~prejudice.~~
~~The accompanying Notes to Condensed Consolidated Financial~~
~~Statements are an integral part of these statements.~~
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions)

~~(Dollars in millions)~~General Overview

~~General Overview~~
We report our activities in two ~~business~~operating segments: Aviation Services comprised of supply chain and maintenance, repair, and overhaul (“MRO”) activities and Expeditionary Services comprised of ~~our government-owned, contractor-operated (“GOCO”) airlift services and mobility operations.~~manufacturing activities.

The Aviation Services segment consists of aftermarket support and services ~~businesses~~offerings that provide spare parts and maintenance support for aircraft operated by our commercial and government/defense customers. Sales in the Aviation Services segment are derived from the sale and lease of a wide variety of new, overhauled and repaired engine and airframe parts and components to the commercial aviation and government and defense markets. We provide customized inventory supply chain management, ~~performance based~~performance-based logistics programs, customer fleet management and operations, and aircraft component repair management ~~services, and aircraft modifications.~~services. The segment also includes repair, maintenance and overhaul of aircraft, landing gear and components. Cost of sales consists principally of the cost of product, direct labor, and overhead.

The Expeditionary Services segment consists of businesses that provide products and services supporting the movement of equipment and personnel by the U.S. and foreign governments and other non-governmental organizations. Sales in the Expeditionary Services segment areprimarily manufacturing operations with sales derived from ~~fleet management and operations of customer-owned aircraft and~~ the design and manufacture of pallets, shelters, and containers used to support the U.S. military’s requirements for a mobile and agile ~~force. We also~~force including engineering, design, and ~~manufacture~~system integration services for specialized command and control systems. This segment also designs and manufactures advanced composite materials for commercial, business and military aircraft. Cost of sales consists principally of the cost of material to manufacture products, 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, 2017. Our chief operating decision making officer (Chief Executive Officer) evaluates performance based on the ~~reportable~~operating segments and utilizes gross profit as a primary profitability measure. Gross profit is calculated by subtracting cost of sales from sales. The assets and certain expenses related to corporate activities are not allocated to the segments. ~~Our reportable~~

The accounting policies for the segments are ~~aligned principally around differences~~the same as those described in ~~products~~Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended May 31, 2019 except for our revised accounting policy for leases. On June 1, 2019, we adopted ASC 842 which amended the existing accounting standards for lease accounting. Prior periods have not been restated for ASC 842 and ~~services.~~continue to be reported under the accounting standards in effect for those periods. A discussion of our revised accounting policy for leases is included in Note 10 to the Condensed Consolidated Financial Statements.

InBusiness Trends and Outlook for Fiscal 2020

Consolidated sales for the first six months of fiscal ~~2017,~~2020 increased $142.8 million or 14.9% over the prior year primarily due to an increase in sales of $142.5 million or 15.8% in our Aviation Services segment. For fiscal 2020, we ~~increased~~expect to see continued strength in our Aviation Services segment revenues by securing additional flight hour component inventory management and repair programs from our commercial airline customers and investing in our capacity and business development resources. During fiscal 2017, our investment in business development resulted in the awardgiven its offerings of ~~new contracts from commercial operators along with investment of over $80 million in rotable assets~~value-added services to ~~support these commercial aviation programs.~~
~~We started to recognize revenue and income in fiscal 2017 on most of these contract awards and are continuing the ramp-up in fiscal 2018. We believe there continues to be a favorable trend by~~ both commercial and government and defense ~~customers for comprehensive supply chain and maintenance programs, as these customers continue to seek ways to reduce their operating cost structure.~~customers. We believe long-term aftermarket growth trends are favorable.

In November 2017, we began transition services on the INL/A Worldwide Aviation Support Services (“INL/A WASS”) contract from the U.S. Department of State (“DOS”). This contract leverages our capabilities in aviation services, including flight operations, supply chain logistics, and other services. We are the prime contractor on this ten-year performance-based contract to globally operate and maintain the DOS fleet of fixed and rotary-wing aircraft. We expect to be fully operational by the end of the fourth quarter of fiscal 2018 at which point the INL/A WASS program will be a contributor to our earnings.
We have been repositioning our Expeditionary Services segment resources to focus on a GOCO model rather than a Contractor-Owned, Contractor-Operated (“COCO”) model as we transition to a capital light operating structure in this segment. During the third quarter of fiscal 2018, we decided to pursue the sale of our COCO business. Due to this strategic shift, the assets, liabilities, and results of operations of our COCO business have been reported as discontinued operations for all periods presented.
~~Fiscal Year 2019 Outlook~~
We remain in a strong financial position to ~~further~~continue to execute on our strategy ~~as a best~~ in ~~class aviation services~~fiscal 2020. Both our segments are executing on our many contract wins across the commercial and ~~expeditionary services company.~~government markets. Our cash on hand plus unused capacities on our Revolving Credit Facility and ~~our new~~ accounts receivable financing program was ~~$458~~$522 million at ~~February 28, 2018.~~November 30, 2019. We expect to invest opportunistically in ~~expanding~~support of our ~~comprehensive suite of services to the global commercial aviation~~businesses and ~~government and defense markets.~~customers. We continue to have the flexibility in our balance sheet to invest in our growth. ~~As we generate positive cash flow, we will continue our strategy~~

24
Table of ~~returning capital to our shareholders without hampering our future operating flexibility and our growth plans.~~Contents
For fiscal 2019, we expect the Company’s consolidated sales in the range of $2.1 to $2.2 billion. This sales range includes $200 to $225 million for our INL/A WASS contract. Diluted earnings per share from continuing operations for fiscal 2019 is expected to be in the range of $2.50 to $2.80.
Results of Operations

Three Month Period Ended November 30, 2019

Sales and gross profit for our two business segments for the three- and ~~nine-months~~six-months ended ~~February 28,~~November 30, 2019 and 2018 ~~and 2017~~ were as follows:

Three Months Ended February 28,

Nine Months Ended February 28,

2018

2017

% Change

2018

2017

% Change

Sales:

Aviation Services Commercial

$
340.1

$
291.4

16.7
%
$
940.3

$
780.1

20.5
%
Government and Defense

86.3

91.4

(5.6
)%
249.0

284.0

(12.3
)%

$
426.4

$
382.8

11.4
%
$
1,189.3

$
1,064.1

11.8
%
Expeditionary Services Commercial

$
10.9

$
10.9

—

$
28.4

$
28.6

(0.7
)%
Government and Defense

19.0

13.5

40.7
%
57.1

47.6

20.0
%

$
29.9

$
24.4

22.5
%
$
85.5

$
76.2

12.2
%

Three Months Ended November 30,

Six Months Ended November 30,


2019

2018

% Change

2019

2018

% Change

Sales:













Aviation Services













Commercial

$
369.6

$
325.5

13.5
%
$
700.1

$
632.2

10.7
%
Government and defense

162.4

137.4

18.2
%

343.7

269.1

27.7
%

$
532.0

$
462.9

14.9
%
$
1,043.8

$
901.3

15.8
%
Expeditionary Services













Commercial

$
6.4

$
8.0

(20.0)
%
$
12.1

$
16.5

(26.7)
%
Government and defense

22.5

22.4

0.4
%

46.5

41.8

11.2
%

$
28.9

$
30.4

(4.9)
%
$
58.6

$
58.3

0.5
%

Three Months Ended February 28,

Nine Months Ended February 28,

2018

2017

% Change

2018

2017

% Change

Gross Profit:

Aviation Services Commercial

$
52.7

$
47.0

12.1
%
$
146.3

$
126.9

15.3
%
Government and Defense

19.0

16.2

17.3
%
49.2

45.7

7.7
%

$
71.7

$
63.2

13.4
%
$
195.5

$
172.6

13.3
%
Expeditionary Services Commercial

$
2.3

$
1.7

35.3
%
$
6.8

$
5.9

15.3
%
Government and Defense

3.6

1.6

125.0
%
7.6

7.0

8.6
%

$
5.9

$
3.3

78.8
%
$
14.4

$
12.9

11.6
%

Three Months Ended November 30,

Six Months Ended November 30,


2019

2018

% Change

2019

2018

% Change

Gross Profit (Loss):













Aviation Services













Commercial

$
56.8

$
46.5

22.2
%
$
110.3

$
89.3

23.5
%
Government and defense

28.9

28.4

1.8
%

55.4

52.7

5.1
%

$
85.7

$
74.9

14.4
%
$
165.7

$
142.0

16.7
%
Expeditionary Services









Commercial

$
(1.5)

$
0.5

(400.0)
%
$
(1.9)

$
1.5

(226.7)
%
Government and defense

1.7

2.9

(41.4)
%

3.7

6.0

(38.3)
%

$
0.2

$
3.4

(94.1)
%
$
1.8

$
7.5

(76.0)
%

Three Month Period Ended ~~February 28, 2018~~November 30, 2019

Aviation Services Segment

Sales in the Aviation Services segment increased ~~$43.6~~$69.1 million or ~~11.4%~~14.9% over the prior year period due to a ~~$48.7~~$25.0 million or ~~16.7%~~18.2% increase in sales to ~~commercial~~government and defense customers. The increase in sales to ~~commercial~~government and defense customers was primarily attributable to higher volumes in aviation supply chain activities. We also acquired two MRO facilities in Canada in conjunction with the Premier Aviation acquisition in September 2017 which contributed $11.7 million in sales to commercial customers.growth from new contracts awarded.

During the ~~third~~second quarter of fiscal ~~2018,~~2020, sales in this segment to ~~government and defense~~commercial customers ~~decreased $5.1~~increased $44.1 million or ~~5.6% from~~13.5% over the prior year period. The ~~decrease~~increase was primarily due to ~~the wind-down of~~increased volumes in our ~~KC-10 Program partially offset by increased volume in parts~~ supply chain activities. Our principal services under the KC-10 Program were completed in January 2017 with the wind-down expected to be complete in fiscal 2018. Sales for the KC-10 Program during the three-month periods ended February 28, 2018 and 2017 were $3.6 million and $24.3 million, respectively.

Changes in estimates and assumptions related to our ~~programs~~arrangements accounted for using the ~~percentage-of-completion~~cost-to-cost method are recorded using the cumulative catch-up method of accounting. In the ~~third~~second quarter of fiscal ~~2018,~~2020, we ~~recognized~~had favorable ~~and unfavorable~~ cumulative catch-up adjustments of ~~$8.3 million and $6.5 million, respectively, compared to only favorable adjustments~~$1.9 million. In the second quarter of ~~$3.2 million in the prior year period. When considering these adjustments on a net basis,~~fiscal 2019, we recognized favorable cumulative catch-up adjustments of ~~$1.8 million and $3.2 million for the current and prior year periods, respectively.~~$3.1 million. These adjustments ~~primarily~~ relate to our long-term, power-by-the-hour programs where we provide component inventory management and repair ~~services.~~services and certain long-term government programs.

Cost of sales in Aviation Services increased ~~$35.1~~$58.3 million or ~~11.0%~~15.0% over the prior year period, which was largely in line with the sales increase discussed above. Gross profit in the Aviation Services segment increased ~~$8.5~~$10.8 million or ~~13.4%~~14.4% over the prior year period. Gross profit on sales to commercial customers increased ~~$5.7~~$10.3 million or 12.1% over the prior year primarily driven by the higher volumes in aviation supply chain activities. Gross profit margin on sales to commercial customers decreased from 16.1% to 15.5% primarily as a result of the mix of products and services sold.
~~Gross profit on sales to government and defense customers increased $2.8 million or 17.3%~~22.2% over the prior year period primarily due to the increased volume across both our supply chain and MRO activities partially offset by a decrease in ~~parts supply~~gross profit of $2.6 million in our commercial programs activities. The gross profit margin on sales to commercial customers increased to 15.4% from 14.3% primarily from increased profitability in our MRO activities partially offset by the reduced gross profit margin in our commercial programs activities.
25
Table of Contents

Gross profit on sales to government and defense customers increased $0.5 million or 1.8% over the prior year primarily driven by the new government contract awards. Gross profit margin on sales to government and defense customers ~~increased~~decreased to 17.8% from ~~17.7% to 22.0% reflecting~~20.7% as the ~~wind-down of the~~gross profit margin on these recent contract awards is lower ~~profitability KC-10 Program.~~than our existing government and defense activity.

Expeditionary Services Segment

Sales in the Expeditionary Services segment ~~increased $5.5~~decreased $1.5 million or ~~22.5%~~4.9% over the prior year period primarily due to the ~~continued recovery in sales volumes for our mobility products business.~~ timing of contract awards.

Gross profit in the Expeditionary Services segment ~~increased $2.6~~decreased $3.2 million or ~~78.8%~~94.1% from the prior period primarily due to operational challenges impacting profitability in the current year period. Gross profit margin decreased to 0.7% from 11.2% primarily as a result of these operational challenges.

Provision for Doubtful Accounts

In the second quarter of fiscal 2019, we recognized a provision for doubtful accounts of $12.4 million related to the bankruptcy of a European airline customer. The provision included impairment of non-current contract assets of $7.6 million, allowance for doubtful accounts of $3.3 million, and other liabilities of $1.5 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $8.0 million over the prior year period. As a percent of sales, selling, general and administrative expenses increased to 10.2% from 10.0% in the prior year period. These increases are primarily attributable to investigation and remediation compliance costs of $2.4 million and severance costs of $0.9 million.

Income Taxes

Our effective income tax rate for continuing operations was 23.0% for the second quarter of fiscal 2020 compared to 21.1% in the prior year period. Higher excess tax benefits from stock options exercises in fiscal 2019 compared to the current year period drove the higher effective tax rate in fiscal 2020.

Six Month Period Ended November 30, 2019

Aviation Services Segment

Sales in the Aviation Services segment increased $142.5 million or 15.8% over the prior year period primarily due to a $74.6 million or 27.7% increase in sales to government and defense customers. The increase in sales to government and defense customers was primarily attributable to new contracts awarded recently, including the ~~increased sales volumes discussed above. Gross profit margin~~$118 million contract for ~~Expeditionary Services increased from 13.5% to 19.7% primarily as a result of~~ the ~~mix of products~~procurement, modification and ~~services sold.~~
~~Selling, General and Administrative Expenses~~
Selling, general and administrative expenses increased $10.3 million over the prior year period primarily due to increased personnel related costs. During the three months ended February 28, 2018, we incurred $1.1 million of severance costs in connection with a voluntary early retirement program.
~~Interest Expense~~
Interest expense increased $0.8 million in fiscal 2018 from the prior year period primarily as a result of higher borrowings and higher interest rates on our Revolving Credit Facility. We also entered into a Credit Agreement with the Canadian Imperial Bank of Commerce, as lender (the “Credit Agreement”) on October 18, 2017. The Credit Agreement provided a Canadian $31 million term loan with the proceeds used to fund the acquisitiondelivery of two ~~MRO facilities~~C-40 aircraft we received in ~~Canada from Premier Aviation.~~early fiscal 2020.

~~Income Taxes~~
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted which significantly reduced the corporate federal income tax rate to 21% from 35%. The income tax rate reduction in the Tax Reform Act results in a blended federal statutory tax rate for the Company of 29.2% in fiscal 2018. Our income tax expense for the three-month period ended February 28, 2018 included a benefit of $1.8 million related to the impact of our revised, lower estimated fiscal 2018 tax rate applied to our pre-tax income forDuring the six-month period ended November 30, ~~2017 which was previously expected~~2019, sales in this segment to ~~be taxed at 35%.~~
We also re-measured our deferred tax assets and liabilities based on the tax rate at which they are expected to reverse in the future, which is either at a federal rate of 29.2% for reversals in fiscal 2018commercial customers increased $67.9 million or 21% for reversals in fiscal 2019 and subsequent years. We recognized an income tax benefit of $13.0 million in the three-month period ended February 28, 2018 for the impact of the re-measurement of our deferred tax assets and liabilities at these new rates.
Effective June 1, 2017, we adopted Accounting Standards Update (“ASU”) 2016-09 which requires excess tax benefits or deficiencies for restricted shares and stock options be recognized as income tax expense or benefit in the period shares vest or options are exercised rather than within equity. We recognized $0.8 million of excess tax benefits as an income tax benefit during the three-month period ended February 28, 2018.
~~Discontinued Operations~~
During the third quarter of fiscal 2018, we decided to pursue the sale of our COCO business previously included in our Expeditionary Services segment. Due to this strategic shift, the assets, liabilities, and results of operations of our COCO business have been reported as discontinued operations for all periods presented.
~~Loss from discontinued operations was $15.8 million in the three-month period ended February 28, 2018 compared to $0.7 million in~~10.7% over the prior year period. The increase ~~of $15.1 million~~ was primarily due to goodwill and other asset impairment pre-tax charges of $11.0 million in the third quarter of fiscal 2018 and the completion of certain long-term customer contracts in the second quarter of fiscal 2018.
~~Nine-Month Period Ended February 28, 2018~~
~~Aviation Services Segment~~
Sales in the Aviation Services segment increased $125.2 million or 11.8% over the prior year period due to a $160.2 million or 20.5% increase in sales to commercial customers. The increase in sales to commercial customers was primarily attributable to higher volumes in ~~aviation supply chain~~our MRO activities ~~driven primarily by new contract awards. We also acquired two MRO facilities in Canada in conjunction with~~as our actions to attract and retain the ~~Premier Aviation acquisition in September 2017 which contributed $21.7 million in sales~~necessary skilled labor have allowed us to ~~commercial customers.~~capture the customer demand for these services.

Sales in this segment to government and defense customers decreased $35.0 million or 12.3% from the prior year period. The decrease was primarily due to the wind-down of our KC-10 Program partially offset by increased volume in parts supply activities. Our principal services under the KC-10 Program were completed in January 2017 with the wind-down expected to be complete in fiscal 2018. Sales for the KC-10 Program during the nine-month periods ended February 28, 2018 and 2017 were $24.6 million and $92.3 million, respectively.
Changes in estimates and assumptions related to our ~~programs~~arrangements accounted for using the ~~percentage-of-completion~~cost-to-cost method are recorded using the cumulative catch-up method of accounting. ~~For~~During the ~~nine-month~~six-month period ended ~~February 28,~~November 30, 2019, we had favorable cumulative catch-up adjustments of $1.9 million. During the six-month period ended November 30, 2018, we recognized favorable and unfavorable cumulative catch-up adjustments of ~~$9.3~~$3.8 million and ~~$7.1~~$0.5 million, respectively, compared to only favorable adjustments of $7.8 million in the prior year period. When considering these adjustments on a net basis, we recognized favorable cumulative catch-up adjustments of $2.2 million and $7.8 million for the current and prior year periods, respectively. These adjustments ~~primarily~~ relate to our long-term, power-by-the-hour programs where we provide component inventory management and repair ~~services.~~services and certain long-term government programs.

Cost of sales in Aviation Services increased ~~$102.3~~$118.8 million or ~~11.5%~~15.6% over the prior year period, which was largely in line with the sales increase discussed above. Gross profit in the Aviation Services segment increased ~~$22.9~~$23.7 million or ~~13.3%~~16.7% over the prior
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year period. Gross profit on sales to commercial customers increased ~~$19.4~~$21.0 million or 15.3% over the prior year primarily driven by the higher volumes in aviation supply chain activities discussed above. Gross profit margin on sales to commercial customers decreased from 16.3% to 15.6% primarily as a result of the mix of products and services sold.
~~Gross profit on sales to government and defense customers increased $3.5 million or 7.7%~~23.5% over the prior year period primarily due to the increased volume and improved profitability in ~~parts supply~~our MRO activities partially offset by a decrease in gross profit of $6.7 million in our commercial programs activities. The gross profit margin on sales to commercial customers increased from 14.1% to 15.8% primarily from the increased profitability in our MRO activities partially offset by the reduced gross profit margin in our commercial programs activities.

Gross profit on sales to government and defense customers increased $2.7 million or 5.1% over the prior year primarily driven by the new government contract awards. Gross profit margin on sales to government and defense customers ~~increased~~decreased to 16.1% from ~~16.1% to 19.8% reflecting~~19.6% as the ~~wind-down of the~~gross profit margin on these recent contract awards is lower ~~profitability KC-10 Program.~~than our existing government and defense activity.

Expeditionary Services Segment

Sales in the Expeditionary Services segment increased ~~$9.3~~$0.3 million or ~~12.2%~~0.5% over the prior year ~~period primarily due to the continued recovery in sales volumes for our mobility products business.~~period. Gross profit in the Expeditionary Services segment ~~increased $1.5~~decreased $5.7 million or 76.0% from the prior period ~~which was~~ primarily ~~in line with the sales increase discussed above as the gross profit margin was 16.8%~~due to operational challenges impacting profitability in the current ~~period compared~~year. Gross profit margin decreased to ~~16.9% in the prior year period.~~3.1% from 12.9% primarily as a result of these operational challenges.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased ~~$20.1~~$17.9 million in fiscal 2018 primarily due to higher legal costs related to our defense of the INL/A WASS award. During the three months ended February 28, 2018, we also incurred $1.1 million of severance costs in connection with a voluntary early retirement program.
~~Interest Expense~~
~~Interest expense increased $2.0 million in fiscal 2018 from~~over the prior year ~~period~~period. As a percent of sales, selling, general and administrative expenses increased to 10.4% from 10.1% in the prior year period. These increases are primarily ~~as a result~~attributable to investigation and remediation compliance costs of ~~higher borrowings~~$5.2 million and ~~higher interest rates on our Revolving Credit Facility and our new Canadian Credit Agreement.~~severance costs of $1.7 million.

Income Taxes

Our effective income tax rate for continuing operations was ~~2.5%~~20.2% for the ~~nine-month~~six-month period ended ~~February 28, 2017~~November 30, 2019 compared to ~~35.3%~~15.0% in the prior year period.
The Tax Reform Act significantly reduced the corporate federal income tax rate to 21% from 35% which resulted in a blended federal statutory tax rate for the Company of 29.2% in fiscal 2018. We also re-measured our deferred tax assets and liabilities based on the tax rate at which they are expected to reverse in the future and recognized an income tax benefit of $13.0 million in the nine-month period ended February 28, 2018 reflecting the impact of the re-measurement.
~~We also recognized $2.4 million of~~ Higher excess tax benefits ~~as an increase to our income tax benefit during~~from the ~~nine-month period ended February 28, 2018 related~~vesting of restricted shares and stock options exercises in fiscal 2019 compared to the ~~adoption of ASU 2016-09.~~current year period drove the higher effective tax rate in fiscal 2020.
~~Discontinued Operations~~
Loss from discontinued operations was $52.0 million in the nine-month period ended February 28, 2018 compared to $0.4 million in the prior year period. The increase of $51.6 million was primarily attributable to pre-tax asset impairment charges of $65.2 million and the completion of certain long-term customer contracts in the second quarter of fiscal 2018.

Liquidity, Capital Resources and Financial Position

~~At February 28, 2018, our liquidity and capital resources included cash of $23.9 million and working capital of $607.0 million.~~
We maintain a Revolving Credit Facility with various financial institutions, as lenders, and Bank of America, N.A., as administrative agent for the lenders which provides the Company an aggregate revolving credit commitment amount of $500 million and matures November 1, 2021. The Company, under certain circumstances, has the ability to request an increase to the revolving credit commitment by an aggregate amount of up to $250 million, not to exceed $750 million in total.
Borrowings under the Revolving Credit Facility bear interest at the offered Eurodollar Rate plus 100 to 200 basis points based on certain financial measurements if a Eurodollar Rate loan, or at the offered fluctuating Base Rate plus 0 to 100 basis points based on certain financial measurements if a Base Rate loan.
Borrowings outstanding under the Revolving Credit Facility at February 28, 2018 were $147.0 million and there were approximately $16.6 million of outstanding letters of credit, which reduced the availability of this facility to $336.4 million. There are no other terms or covenants limiting the availability of this facility. We also had $10.2 million available under foreign lines of credit at February 28, 2018.
On October 18, 2017, we entered into a Credit Agreement with the Canadian Imperial Bank of Commerce, as lender. The Credit Agreement provided a Canadian $31 million term loan with the proceeds used to fund the acquisition of two maintenance, repair, and overhaul facilities in Canada from Premier Aviation. The term loan is due in full at the expiration of the Credit Agreement on November 1, 2021 unless terminated earlier pursuant to the terms of the Credit Agreement. Interest is payable monthly on the term loan at the offered fluctuating Canadian Dollar Offer Rate plus 125 to 225 basis points based on certain financial measurements if a Bankers’ Acceptances loan, or at the offered fluctuation Prime Rate plus 25 to 125 basis points based on certain financial measurements, if a Prime Rate loan.
On February 23, 2018, we entered into a Purchase Agreement with Citibank N.A. (“Purchaser”) for the sale, from time to time, of certain accounts receivable due from certain customers (the “Purchase Agreement”). Under the Purchase Agreement, the maximum amount of receivables sold is limited to $150 million. The term of the Purchase Agreement runs through February 22, 2019, however, the Purchase Agreement may also be terminated earlier under certain circumstances. The term of the Purchase Agreement shall be automatically extended for annual terms unless either party provides advance notice that they do not intend to extend the term. During the three-month period ended February 28, 2018, we sold $63.0 million of receivables under the Purchase Agreement and collected $10.7 million on behalf of the Purchaser.
Our operating activities are funded and commitments met through the generation of cash from operations. In addition to operations, ~~including sales of~~our current capital resources include an unsecured Revolving Credit Facility and an accounts receivable ~~in addition to borrowings from our Revolving Credit Facility.~~financing program. Periodically, we may also raise capital through common stock and debt financings in the public or private markets. We continually evaluate various financing arrangements, including the issuance of common stock 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.

At November 30, 2019, our liquidity and capital resources included cash of $38.2 million and working capital of $665.7 million.

We ~~intend~~maintain a Revolving Credit Facility with various financial institutions, as lenders, and Bank of America, N.A., as administrative agent for the lenders. On September 25, 2019, we entered into an amendment to ~~retire current maturities due in the next twelve months through borrowings under~~ our Revolving Credit ~~Facility.~~Facility which extended the maturity of the Revolving Credit Facility to September 25, 2024, increased the revolving credit commitment to $600 million, and modified certain other provisions. Under certain circumstances, we have the ability to request an increase to the revolving credit commitment by an aggregate amount of up to $300 million.

Borrowings under the Revolving Credit Facility bear interest at the offered Eurodollar Rate plus 87.5 to 175 basis points based on certain financial measurements if a Eurodollar Rate loan, or at the offered fluctuating Base Rate plus 0 to 75 basis points based on certain financial measurements if a Base Rate loan.

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Borrowings outstanding under the Revolving Credit Facility at November 30, 2019 were $175.0 million and there were approximately $20.3 million of outstanding letters of credit, which reduced the availability of this facility to $404.7 million. There are no other terms or covenants limiting the availability of this facility.

As of November 30, 2019, we also had other financing arrangements that did not limit our availability on the Revolving Credit Facility including outstanding letters of credit of $11.6 million and foreign lines of credit of $9.5 million.

At ~~February 28, 2018,~~November 30, 2019, we complied with all financial and other covenants under ~~each of~~ our financing arrangements.

Cash Flows from Operating Activities

Net cash ~~provided from~~used in operating activities—continuing operations was ~~$15.6~~$10.2 million in the ~~nine-month~~six-month period ended ~~February 28, 2018~~November 30, 2019 compared to cash used of ~~$37.8~~$41.2 million in the prior year period. The decrease from the prior period of $31.0 million was primarily attributable to working capital changes, including customer invoice collection timing.

Cash Flows from Investing Activities

Net cash used in investing activities–continuing operations was $11.7 million during the six-month period ended November 30, 2019 compared to $9.0 million in the prior year period. The increase from the prior period ~~of $53.4 million~~ was primarily ~~attributable~~related to ~~the new Purchase Agreement entered into during the third quarter of fiscal 2018~~higher expenditures for ~~the sale of certain accounts receivable. As of February 28, 2018, we had sold accounts receivable of $63.0 million~~property and ~~collected, but not yet remitted to the buyer, $10.7 million as the servicer of the receivables.~~
~~Cash Flows from Investing Activities~~
~~Net cash used in investing activities—continuing operations was $32.3 million during the nine-month period ended February 28, 2018 compared to cash used of $17.0 million~~equipment in the ~~prior~~current year period. In fiscal 2018, we acquired the outstanding shares of two MRO facilities in Quebec and Ontario, Canada owned by Premier Aviation for approximately $24.8 million which included $22.9 million paid at closing. In addition, we received higher cash proceeds in fiscal 2017 from asset disposals.

Cash Flows from Financing Activities

Net cash provided from financing ~~activities—~~activities–continuing operations was ~~$29.7~~$41.1 million during the ~~nine-month~~six-month period ended ~~February 28, 2018~~November 30, 2019 compared to ~~cash provided of $4.6~~$44.9 million in the prior year period. The ~~additional cash provided of $25.1 million~~decrease was primarily ~~attributable~~related to stock compensation activity including proceeds from ~~a new term loan of $24.8 million to finance the acquisition of the two Canadian MRO facilities previously discussed.~~stock option exercises and stock compensation-related tax payments.

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 Operationsin our ~~annual report on~~2019 Form 10-K ~~for the fiscal year ended May 31, 2017~~ for a discussion of our critical accounting policies. There have been no significant changes to the application of our critical accounting policies during the second quarter of fiscal ~~2018.~~2020.

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 set forth under Part I, Item 1A in our ~~annual report~~Annual Report on Form 10-K for the ~~fiscal~~ year ended May 31, ~~2017.~~2019. 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, changes in foreign exchange rates, and credit losses on accounts receivable. See Note 1 of Notes to Consolidated Financial Statements in our ~~annual report~~Annual Report on Form 10-K for the year ended May 31, ~~2017~~2019 for a discussion of accounts receivable exposure.

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
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hypothetical 10 percent devaluation of the U.S. dollar against foreign currencies would not have had a material impact on our financial position or continuing ~~operations.~~operations for the quarter ended November 30, 2019.

Interest Rate Risk. Refer to the section Quantitative and Qualitative Disclosures about Market Risk in our ~~annual report~~Annual Report on Form 10-K for the year ended May 31, ~~2017.~~2019. There were no significant changes during the quarter ended ~~February 28, 2018.~~November 30, 2019.

Item 4 — Controls and Procedures

Evaluation of Disclosure 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 ~~February 28, 2018.~~November 30, 2019. This evaluation was carried out under the supervision and with participation of our Chief Executive Officer and our 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~~were not effective as of ~~February 28, 2018, ensuring~~November 30, 2019 due to the material weaknesses in internal control over financial reporting that ~~information required to be~~were disclosed in our Annual Report on Form 10-K for the ~~reports~~year ended May 31, 2019.

Remediation

We have executed against the remediation plan previously disclosed in our Annual Report on Form 10-K for the year ended May 31, 2019 related to the material weakness related to our controls over inventory cycle counts. We have designed and implemented controls to ensure that all inventory stocking locations are ~~filed under~~counted within a reasonable timeframe. This remediation plan included our completion of physical counts in the ~~Securities Exchange Act~~first quarter of ~~1934 is recorded, processed, summarized,~~fiscal 2020 of all inventory stocking locations not previously counted in fiscal 2019. No material inventory adjustments were identified from these counts.

We continue to implement measures designed to remediate the internal control deficiencies related to information technology general controls and ~~reported~~controls over changes to vendor data master files. These actions include additional training and expanded controls over end-user and privileged access to IT applications and files. We anticipate completing our remediation of the internal control deficiencies by the end of fiscal 2020.

The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Changes in ~~a timely manner.~~Internal Control Over Financial Reporting

~~There~~Effective June 1, 2019, we adopted ASC 842, which amended the existing accounting standards for lease accounting. We have implemented certain changes to our internal controls over financial reporting to support the reporting and disclosure requirements of the new lease standard. Other than changes related to our remediation efforts and the new accounting processes, systems, and controls for lease accounting, there were no other changes in our internal control over financial reporting during ~~the third quarter ended February 28, 2018~~fiscal 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1 —– Legal Proceedings

There have been ~~several recent developments~~no significant changes in the ~~lawsuit entitled DynCorp International LLC v. AAR Airlift Group, Inc. and the bid protest proceeding before the Court of Federal Claims~~Company’s legal proceedings since the filing of the Company’s ~~annual report~~Annual Report on Form 10-K for the fiscal year ended May 31, ~~2017.~~2019 except for the following:

Department of Justice Investigation

The U.S. Department of Justice (“DoJ”), acting through the U.S. Attorney’s Office for the Southern District of Illinois, is conducting an investigation of AAR Airlift isGroup, Inc. (“Airlift”), a wholly-owned subsidiary of AAR CORP., under the federal civil False Claims Act (“FCA”). The investigation relates to Airlift’s performance of several contracts awarded by the U.S. Transportation
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Command concerning the operations and maintenance of rotary-wing and fixed-wing aircraft in Afghanistan and Africa, as well as several U.S. Navy contracts. In June 2018, the DoJ informed Airlift that part of the investigation was precipitated by a lawsuit filed under the qui tam provisions of the FCA by a former employee of Airlift. That lawsuit remains under seal.

~~DynCorp International LLC v. AAR~~ Airlift ~~Group, Inc.~~
~~On November 29, 2017,~~is cooperating with the ~~United States District Court~~DoJ investigation. In order to explore whether a negotiated resolution of the matter is possible, and in an effort to minimize continuing legal defense costs, Airlift has entered into settlement discussions with the DoJ. Airlift believes it has meritorious defenses and counter-arguments to the concerns raised by the DoJ; however, there is no assurance that any settlement will be achieved. If no settlement is reached, the DoJ and the qui tam plaintiff could pursue civil litigation under the FCA, which provides for the ~~Middle District~~recovery of, ~~Florida, Orlando Division (the “District Court”) granted AAR Airlift’s motion to stay discovery in~~among other amounts, treble damages and penalties.

While we believe that it is probable that we will incur a loss from this ~~lawsuit pending~~matter, we cannot yet reasonably estimate the ~~District Court’s~~maximum amount of potential loss, nor can we provide any assurance that the ultimate resolution of ~~AAR Airlift’s motion~~the remaining exposure for ~~summary judgment.~~this matter will not be material.

The District Court’s decision effectively extended the stay that was previously in effect until the earlier of October 31, 2017 or the date of entry of a decision by the United States Court of Federal Claims (“COFC”) on DynCorp’s protest of the contract award made by the United States Department of State Bureau of International Narcotics and Law Enforcement, Office of Aviation (“INL/A”) to AAR Airlift.
On December 1, 2017, AAR Airlift filed its motion for summary judgment with the District Court. This motion maintains that DynCorp’s claims fail as a matter of law because DynCorp suffered no damages attributable to any alleged conduct of AAR Airlift; rather, as determined by the COFC, DynCorp was deemed ineligible for the INL/A WASS contract on account of its own actions.
On January 31, 2018, AAR Airlift and DynCorp filed a joint notice of settlement, advising the District Court that they had reached an agreement in principle to resolve DynCorp’s lawsuit and that they expected to file a stipulation of dismissal ~~with~~ ~~prejudice within 14 days (meaning that DynCorp may not file its claims again).~~
~~On February 1, 2018, the District Court entered an order dismissing the DynCorp lawsuit~~ ~~without~~ prejudice subject to the right of any party within 60 days to move the court for the purpose of entering a stipulated form of a final order or judgment or, on good cause shown, to reopen the case for further proceedings.
On March 16, 2018, however, DynCorp moved to reopen the case for further proceedings, stating that the parties did not have a meeting of the minds on a potential settlement. On March 19, 2018, AAR filed a response to DynCorp’s motion, clarifying that the parties did reach an agreement to settle the case and requesting that the court reopen the case for the limited purpose of allowing AAR Airlift to file a motion to enforce the settlement agreement reached between the parties and to dismiss the DynCorp lawsuit ~~with~~ ~~prejudice.~~
~~Court of Federal Claims Proceeding~~
On October 31, 2017, the COFC denied DynCorp’s protest of the United States Department of State’s award of the Worldwide Aviation Support Services (“INL/A WASS”) contract to AAR Airlift. Following the COFC decision, the Department of State lifted the voluntary stay that had been in place on the INL/A WASS contract, and since that time it has issued several task orders to AAR Airlift in order to transition the INL/A WASS program to AAR Airlift.
~~On November 14, 2017, DynCorp filed notice of appeal of the COFC decision to the United States Court of Appeals for the Federal Circuit (the “Court of Appeals”).~~
~~On November 20, 2017, DynCorp also filed an emergency motion for interim relief pending appeal with the COFC. On December 13, 2017, the COFC issued an order denying DynCorp’s motion.~~
On December 15, 2017, DynCorp filed a motion for injunction pending appeal with the Court of Appeals. On January 17, 2018, the Court of Appeals denied DynCorp’s motion for injunction. The case on the merits is in the briefing stage at the Court of Appeals, with no scheduled date for a decision.
Item 1A — Risk Factors

There have been no material changes to our risk factors as set forth in our ~~annual report~~Annual Report on Form 10-K for the year ended May 31, ~~2017.~~2019.

~~PART II — OTHER INFORMATION~~
Item 2 —– Unregistered Sales of Equity Securities and Use of Proceeds

(c)
The following table provides information about purchases we made during the quarter ended November 30, 2019 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:






Total Number

Approximate

of Shares

Dollar Value of

Purchased as

Shares that May

Part of Publicly

Yet Be

Total Number

Average

Announced

Purchased

of Shares

Price Paid per

Plans or

Under the Plans
Period

Purchased

Share

Programs ⁽¹⁾

or Programs ⁽¹⁾
9/1/2019 — 9/30/2019

—

—

—


10/1/2019 — 10/31/2019

100,000

$
40.84

100,000


11/1/2019 — 11/30/2019

—

—

—


Total

100,000

$
40.84

100,000

$
222,546,000

~~(c)~~          ~~The following table provides information about purchases we made during the quarter ended February 28, 2018 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:~~
Period

Total Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (1)

Approximate
Dollar Value of
Shares that May
Yet Be
Purchased
Under the Plans
or Programs (1)

12/1/2017 – 12/31/2017

—

$
—

—

1/1/2018 – 1/31/2018

201,536

38.99

201,536

2/1/2018 – 2/28/2018

—

—

—

Total

201,536

$
38.99

201,536

$
236,953,460

⁽¹⁾ On July 10, 2017, our Board of Directors authorized a ~~new~~ stock repurchase program providing for the repurchase of up to $250 million of our common stock, with no expiration date.

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Item 6 — Exhibits

The exhibits to this report are listed on the ~~Exhibit Index included elsewhere herein.~~following index:

Exhibit
No.

Description

Exhibits

31.

Rule 13a-14(a)/15(d)-14(a) Certifications
31.1
Section 302 Certification dated December 19, 2019 of John M. Holmes, President and Chief Executive Officer of Registrant (filed herewith).

31.2
Section 302 Certification dated December 19, 2019 of Sean M. Gillen, Vice President and Chief Financial Officer of Registrant (filed herewith).

32.

Section 1350 Certifications
32.1
Section 906 Certification dated December 19, 2019 of John M. Holmes, President and Chief Executive Officer of Registrant (filed herewith).

32.2
Section 906 Certification dated December 19, 2019 of Sean M. Gillen, Vice President and Chief Financial Officer 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 November 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at November 30, 2019 and May 31, 2019, (ii) Condensed Consolidated Statements of Income for the three- and six-months ended November 30, 2019 and 2018, (iii) Condensed Consolidated Statements of Comprehensive Income for the three- and six-months ended November 30, 2019 and 2018, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2019 and 2018, (v) Condensed Consolidated Statement of Changes in Equity for the three- and six- months ended November 30, 2019 and 2018 (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 INDEX~~31
Table of Contents
Exhibit
No.

Description

Exhibits

10.

Material Contracts

10.1

Purchase Agreement dated February 23, 2018 by and among AAR CORP., as seller representative and servicer, the sellers time to time party thereto, and Citibank, N.A., as buyer. (Incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K dated February 23, 2018)

10.2

Amendment No. 8 dated February 23, 2018 to Credit Agreement among AAR CORP., Bank of America, N.A., as administrative agent, and the various financial institutions party thereto. (Incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K dated February 23, 2018)

31.

Rule 13a-14(a)/15(d)-14(a) Certifications

31.1

Section 302 Certification dated March 21, 2018 of David P. Storch, Chairman and Chief Executive Officer of Registrant (filed herewith).

31.2

Section 302 Certification dated March 21, 2018 of Michael D. Milligan, Vice President and Chief Financial Officer of Registrant (filed herewith).

32.

Section 1350 Certifications

32.1

Section 906 Certification dated March 21, 2018 of David P. Storch, Chairman and Chief Executive Officer of Registrant (filed herewith).

32.2

Section 906 Certification dated March 21, 2018 of Michael D. Milligan, Vice President and Chief Financial Officer 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 February 28, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at February 28, 2018 and May 31, 2017, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended February 28, 2018 and 2017, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended February 28, 2018 and 2017, (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2018 and 2017, (v) Condensed Consolidated Statement of Changes in Equity for the nine months ended February 28, 2018 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.
~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


AAR CORP.

(Registrant)

Date:
~~March 21, 2018~~December 19, 2019

/s/ ~~MICHAEL D. MILLIGAN~~SEAN M. GILLEN

~~Michael D. Milligan~~

Sean M. Gillen

Vice President and Chief Financial Officer

(Principal Financial Officer and officer duly

authorized to sign on behalf of registrant)

/s/ ERIC S. PACHAPA

Eric S. Pachapa

Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)

32