SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- For Quarterly Period Ended NOVEMBER 30, 2000 Commission file number 1-6263 ----------------- ----------------------------- AAR CORP. --------------------------- ---------- (Exact name of registrant as specified in its charter) DELAWARE 36-2334820 - --------------------------------- ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) ONE AAR PLACE, 1100 N. WOOD DALE ROAD, WOOD DALE, ILLINOIS 60191 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (630) 227-2000 ----------------------- Former name, former address and former fiscal year, if changed since last report. 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 ------------ ----------- (APPLICABLE ONLY TO CORPORATE ISSUERS) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. $1.00 par value, 26,932,112 shares outstanding as of NOVEMBER 30, 2000 AAR CORP. and Subsidiaries Quarterly Report on Form 10-Q November 30, 2000 Table of Contents PAGE ------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 4 Condensed Consolidated Statements of Cash Flows 5 Condensed Consolidated Statements of Comprehensive Income 6 Notes to Condensed Consolidated Financial Statements 7 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 -13 Item 3. Quantitative and Qualitative Disclosure About Market Risk 13 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 14 Item 6. Exhibits and Reports on Form 8-K Exhibits 14 Reports on Form 8-K 14 Signature Page 15 2 PART I, ITEM 1 - FINANCIAL STATEMENTS AAR CORP. and Subsidiaries Condensed Consolidated Balance Sheets As of November 30, 2000 and May 31, 2000 (000s omitted) November 30, May 31, 2000 2000 ----------- ------------- (Unaudited) (Derived from audited financial statements) ASSETS - ------ Current assets: Cash and cash equivalents $ 3,069 $ 1,241 Accounts receivable, less allowances of $10,646 and $10,080 respectively 127,565 128,348 Inventories 264,026 275,817 Equipment on or available for short-term leases 80,752 60,201 Deferred tax assets, deposits and other 39,337 45,660 ------- ------- Total current assets 514,749 511,267 ------- ------- Property, plant and equipment, net 110,963 110,003 ------- ------- Other assets: Investments in leveraged leases 36,431 34,487 Cost in excess of underlying net assets of acquired companies, net 46,002 38,840 Equipment on long-term lease 8,350 - Other 56,446 46,401 ------- ------- 147,229 119,728 ------- ------- $772,941 $740,998 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Short-term debt $50,000 $25,885 Current maturities of long-term debt 437 429 Notes payable 13,242 - Accounts and trade notes payable 95,899 107,879 Accrued liabilities 29,789 29,623 ------- ------- Total current liabilities 189,367 163,816 Long-term debt, less current maturities 180,173 180,447 Deferred tax liabilities 60,937 56,020 Retirement benefit obligation 1,200 1,200 ------- ------- 242,310 237,667 ------- ------- Stockholders' equity: Preferred stock, $1.00 par value, authorized 250 shares, none issued - - Common stock, $1.00 par value, authorized 100,000 shares; issued 29,253 and 29,168 shares, respectively 29,253 29,168 Capital surplus 147,392 146,557 Retained earnings 213,334 210,474 Treasury stock, 2,321 and 2,303 shares at cost, respectively (37,467) (37,236) Accumulated other comprehensive income (loss)- Cumulative translation adjustments (11,248) (9,448) ------- ------- 341,264 339,515 ------- ------- $772,941 $740,998 ======== ======== The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements 3 AAR CORP. and Subsidiaries Condensed Consolidated Statements of Income For the Three and Six Months Ended November 30, 2000 and 1999 (Unaudited) (000s omitted except per share data) Three Months Ended Six Months Ended November 30, November 30, ------------------------- --------------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Sales $207,637 $248,070 $432,525 $493,979 Pass through sales 3,698 12,170 20,580 32,944 -------- -------- -------- -------- Total sales 211,335 260,240 453,105 526,923 Costs and operating expenses: Cost of sales 175,998 214,512 383,353 437,005 Selling, general and administrative and other 23,879 24,469 48,423 48,152 -------- -------- -------- -------- 199,877 238,981 431,776 485,157 Operating income 11,458 21,259 21,329 41,766 Interest expense (5,718) (5,961) (11,706) (11,770) Interest income 245 282 751 970 -------- -------- -------- -------- Income before provision for income taxes 5,985 15,580 10,374 30,966 Provision for income taxes 1,707 4,674 2,937 9,229 -------- -------- -------- -------- Net income $ 4,278 $ 10,906 $ 7,437 $21,737 ======== ======== ======= ======= Earnings per share - Basic $ .16 $ .40 $ .28 $ .80 Earnings per share - Diluted $ .16 $ .40 $ .28 $ .79 Weighted average common shares outstanding - Basic 26,913 27,199 26,886 27,296 Weighted average common shares outstanding - Diluted 26,972 27,489 26,959 27,662 Dividends paid and declared per share of common stock $ .085 $ .085 $ .17 $ .17 The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 4 AAR CORP. and Subsidiaries Condensed Consolidated Statements of Cash Flows For the Six Months Ended November 30, 2000 and 1999 (Unaudited) (000s omitted) Six Months Ended November 30, -------------------------- 2000 1999 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 7,437 $ 21,737 Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation and amortization 9,210 9,010 Deferred taxes 4,767 734 Change in certain assets and liabilities: Accounts receivable 5,751 (8,383) Inventories 15,085 (10,793) Equipment on or available for short-term leases (20,759) (6,168) Accounts and trade notes payable (13,662) (4,776) Accrued liabilities (3,051) (11,140) Other assets 5,372 4,232 ------- ------- Net cash provided from (used in) operating activities 10,150 (5,547) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment expenditures, net (6,493) (12,604) Acquisitions, less cash acquired (3,200) - Investment in equipment on long-term lease and leveraged leases (10,620) (183) Investment in joint ventures and other (7,544) (1,404) ------- ------- Net cash used in investing activities (27,857) (14,191) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from bank lines 24,115 23,600 Change in long-term debt (267) (311) Cash dividends (4,577) (4,709) Purchases of treasury stock - (4,446) Other 306 (23) ------- ------- Net cash provided from financing activities 19,577 14,111 ------- ------- Effect of exchange rate changes on cash (42) 198 ------- ------- Increase (decrease) in cash and cash equivalents 1,828 (5,429) Cash and cash equivalents, beginning of period 1,241 8,250 ------- ------- Cash and cash equivalents, end of period $ 3,069 $ 2,821 ======= ======= The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 5 AAR CORP. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income For the Six Months Ended November 30, 2000 and 1999 (Unaudited) (000s omitted) Six Months Ended November 30, ------------------------------ 2000 1999 ------- ------- Net income $ 7,437 $21,737 Other comprehensive income (loss)- Foreign currency translation (1,800) (915) ------- ------- Total comprehensive income $ 5,637 $20,822 ======== ======= The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 6 AAR CORP. and Subsidiaries Notes to Condensed Consolidated Financial Statements November 30, 2000 (Unaudited) (000s omitted) NOTE A - BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include the accounts of AAR CORP. and its subsidiaries (the Company) after elimination of intercompany accounts and transactions. These statements have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated balance sheet as of May 31, 2000 has been derived from audited financial statements. To prepare the financial statements in conformity with generally accepted accounting principles, 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 footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States, 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 the Company's latest annual report on Form 10-K. In the opinion of management of the Company, the condensed consolidated financial statements reflect all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the condensed consolidated financial position of AAR CORP. and its subsidiaries as of November 30, 2000 and the condensed consolidated results of operations for the three and six-month periods ended November 30, 2000, and 1999, and the condensed consolidated cash flows and comprehensive income for the six month periods ended November 30, 2000 and 1999. The results of operations for such interim periods are not necessarily indicative of the results for the full year. NOTE B - REVENUE RECOGNITION Sales and related cost of sales are recognized primarily upon shipment of products and performance of services. Lease revenue is recognized as earned. In connection with certain long-term inventory management programs, the Company purchases factory new products on behalf of customers from original equipment manufacturers. These products are purchased from the manufacturer, included in the Company's inventory, and "passed through" to the customer at the Company's cost. During the Company's third quarter of fiscal 2000, the SEC issued Staff Accounting Bulletin (SAB) No. 101 summarizing the SEC's views in applying generally accepted accounting principles to revenue recognition. As a result of SAB No. 101, the Company believes that pass through sales should be included in sales and began reporting pass through sales on the consolidated income statement beginning with the third quarter of fiscal 2000 Form 10-Q. Prior to issuance of SAB No. 101, the Company believed that excluding pass through sales from sales was appropriate given the limited nature of the services provided for these transactions. 7 AAR CORP. and Subsidiaries Notes to Condensed Consolidated Financial Statements November 30, 2000 (Continued) (000s omitted) NOTE C - INVENTORY The summary of inventories is as follows: November 30, May 31, 2000 2000 -------- -------- Raw materials and parts $44,403 $50,452 Work-in-process 22,760 19,849 Purchased aircraft, parts, engines and components held for sale 196,863 205,516 -------- -------- $264,026 $275,817 ======== ======== NOTE D - SUPPLEMENTAL CASH FLOWS INFORMATION Supplemental information on cash flows: Six Months Ended November 30, ----------------------- 2000 1999 -------- ------- Interest paid $11,758 $11,393 Income taxes paid 1,871 8,998 Income tax refunds received 6,773 311 On September 29, 2000, the Company acquired substantially all of the assets and assumed certain liabilities of Hermetic Aircraft International Corp. (Hermetic), a wholly owned subsidiary of Honeywell International Inc. Hermetic provides aircraft component repair and distribution services to the North American aviation aftermarket on behalf of European aircraft component manufacturers. The Company acquired Hermetic for $16,442 which was paid for with a combination of cash and seller provided financing. The seller provided financing is included in Notes Payable on the November 30, 2000 unaudited condensed consolidated balance sheet. The acquisition was recorded under the purchase method of accounting. 8 AAR CORP. and Subsidiaries Notes to Condensed Consolidated Financial Statements November 30, 2000 (Continued) (000s omitted) NOTE E - COMMON STOCK AND EARNINGS PER SHARE OF COMMON STOCK The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the 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. The following table provides a reconciliation of the computations of basic and diluted earnings per share information for the three and six-month periods ended November 30, 2000 and 1999. Three Months Ended Six Months Ended November 30 November 30 --------------------- ----------------------- 2000 1999 2000 1999 ------- ------- ------- ------- BASIC EPS Net income $ 4,278 $10,906 $ 7,437 $21,737 Weighted average common shares outstanding 26,913 27,199 26,886 27,296 ------- ------- ------- ------- Earnings per share - Basic $ .16 $ .40 $ .28 $ .80 ======= ======= ======= ======= DILUTED EPS Net income $4,278 $10,906 $ 7,437 $21,737 Weighted average common shares outstanding 26,913 27,199 26,886 27,296 Additional shares due to hypothetical exercise of stock options 59 290 73 366 ------- ------- ------- ------- 26, 972 27,489 26, 959 27,662 ------- ------- ------- ------- Earnings per share - Diluted $ .16 $ .40 $ .28 $ .79 ======= ======= ======= ======= NOTE F - NOTES PAYABLE On November 1, 2001, the Company's $65,000 notes with interest of 9.5% become due. The Company intends to refinance these notes utilizing existing credit arrangements, which include the Company's revolving credit agreements, the Company's universal shelf registration statement, or other available sources of long-term financing. NOTE G - SUBSEQUENT EVENT On December 15, 2000, the Company and General Electric (GE) entered into a series of agreements whereby the Company ended its exclusive engine parts support agreements with three GE engine repair facilities, sold to GE its interest in the Aviation Inventory Management Co. L.L.C. (AIMCO) joint venture, dissolved the Turbine Engine Asset Management L.L.C. (TEAM) joint venture, and was named a GE preferred supplier. AIMCO provided lease financing to customers of rotable aircraft parts and TEAM was engaged in the distribution of GE engine parts. 9 PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AAR CORP. AND SUBSIDIARIES RESULTS OF OPERATIONS (000s omitted except percent data) THREE AND SIX-MONTH PERIODS ENDED NOVEMBER 30, 2000 (as compared with the same period of the prior year) The Company reports its activities in one business segment: Aviation Services. The table below sets forth consolidated sales for the Company's classes of similar products and services within this segment for the three and six month periods ended November 30, 2000 and 1999. Three Months Ended Six Months Ended November 30, November 30, --------------------- -------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Sales: Airframe and Accessories $107,170 $ 96,586 $211,379 $192,753 Aircraft and Engines 77,012 121,217 174,685 241,069 Manufacturing 23,455 30,267 46,461 60,157 -------- -------- -------- -------- 207,637 248,070 432,525 493,979 Pass Through Sales 3,698 12,170 20,580 32,944 -------- -------- -------- -------- $211,335 $260,240 $453,105 $526,923 ======== ======== ======== ======== THREE-MONTH PERIOD ENDED NOVEMBER 30, 2000 (as compared with the same period of the prior year) Beginning with the fourth quarter of Fiscal 2000, the Company's results have been adversely impacted by industry factors including higher fuel prices, higher interest rates, bankruptcies at certain airlines and financial pressures experienced by certain customers. Consolidated sales for the second quarter of the Company's fiscal year ending May 31, 2001, excluding pass through sales, decreased $40,433 or 16.3% over the same period in the prior year. Sales in Airframe and Accessories increased $10,584 or 11.0% during the second quarter of fiscal 2001 reflecting higher demand for the Company's aircraft component overhaul services and higher airframe parts sales. Sales in Aircraft and Engines decreased $44,205 or 36.5% primarily as a result of lower revenue in the Company's aircraft sales business and lower engine parts sales. The decline in engine parts sales is primarily the result of reduced demand by a major customer for certain engine parts due principally to fewer engine shop visits to this customer for the engine types the Company supports. The reduction in pass through sales of $8,472 was also caused by the reduced demand for engine parts from this major customer. On December 15, 2000, the Company's exclusive engine parts support arrangement with this major customer was converted to preferred supplier status. Sales in Manufacturing decreased $6,812 or 22.5% reflecting lower sales of the Company's cargo handling systems and products supporting the U.S. Government's rapid deployment program. Consolidated gross profit decreased $10,391 or 22.7% over the prior period due to lower sales and a reduction in the consolidated gross profit margin. Excluding the impact from pass through sales, the gross profit margin was 17.0% in the current quarter, compared to 18.4% in the prior quarter. Selling, general and administrative expenses declined $590 or 2.4% primarily as a result of lower personnel costs. Operating income decreased $9,801 or 46.1% and net income decreased $6,628 or 60.8% over the prior year due primarily to the factors discussed above. 10 PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AAR CORP. AND SUBSIDIARIES RESULTS OF OPERATIONS (000s omitted except ratios) SIX-MONTH PERIOD ENDED NOVEMBER 30, 2000 (as compared with the same period of the prior year) Consolidated sales for the first half of fiscal 2001, excluding pass through sales, decreased $61,454 or 12.4% over the prior year six month period. Sales in Airframe and Accessories increased $18,626 or 9.7% principally due to higher sales of airframe parts and higher demand for the Company's aircraft component overhaul services. Sales in Aircraft and Engines decreased $66,384 or 27.5% primarily as a result of lower revenue in the Company's aircraft sales business and lower engine parts sales. The decline in engine parts sales is primarily the result of reduced demand by a major customer for certain engine parts due principally to fewer engine shop visits to this customer for the engine types the Company supports. The reduction in pass through sales of $12,364 was also caused by the reduced demand for engine parts from this major customer. On December 15, 2000, the Company's exclusive engine parts support arrangement with this major customer was converted to preferred supplier status. Sales in Manufacturing decreased $13,696 or 22.8% reflecting lower sales of the Company's cargo handling systems and products supporting the U.S. Government's rapid deployment program. Consolidated gross profit decreased $20,166 or 22.4% over the prior period due to lower sales and a reduction in the gross profit margin. Excluding the impact of pass through sales, the gross profit margin was 16.1% compared to 18.2% in the prior period. The reduction in the gross profit margin was principally at the Company's engine parts, general aviation parts distribution, and landing gear repair businesses. This decline was primarily attributable to pricing pressure on older technology engine parts, reduced demand from a major inventory management program customer, deferred landing gear removals due to unusually heavy utilization during the peak summer months and lower demand for general aviation parts. Operating income decreased $20,437 or 48.9% and net income decreased $14,300 or 65.8% over the prior year period due primarily to the factors discussed above. 11 PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AAR CORP. AND SUBSIDIARIES FINANCIAL CONDITION (000s omitted except ratios) AT NOVEMBER 30, 2000 At November 30, 2000, the Company's liquidity and capital resources included cash of $3,069 and working capital of $325,382. At November 30, 2000, the Company's ratio of long-term debt to capitalization was 34.6%, down from 34.7% at May 31, 2000. The Company continues to maintain its external sources of financing including $128,255 of unused bank lines, a universal shelf registration on file with the Securities and Exchange Commission under which up to $200 million of common stock, preferred stock or medium - or long-term debt securities may be issued or sold subject to market conditions, and an accounts receivable securitization program where the Company may sell an interest in a defined pool of accounts receivable. As of November 30, 2000, accounts receivable sold under this arrangement were $22,084, a decrease of $7,275 from May 31, 2000. During the six month period ended November 30, 2000, the Company generated $10,150 of cash from operations compared to using $5,547 of cash from operations during the six month period ended November 30, 1999. The improvement in cash generated from operations was due principally to improved working capital management during the six month period ended November 30, 2000 compared to the prior year. During the six month period ended November 30, 2000, the Company's investing activities used $27,857 of cash, reflecting the investment in equipment on long-term lease of $8,350, property, plant and equipment expenditures of $6,493, and the cash payment for the Hermetic acquisition of $3,200. During the six month period ended November 30, 2000, the Company's financing activities generated $19,577 reflecting proceeds from bank lines of $24,115, offset in part by the payment of cash dividends of $4,577. The Company believes that its cash and cash equivalents and available sources of financing will continue to provide the Company with the ability to meet its ongoing working capital requirements, make anticipated capital expenditures, meet contractual commitments and pay dividends.* A summary of key indicators of financial condition and lines of credit follow: November 30, May 31, Description 2000 2000 ---------------- --------- -------- Working capital $325,382 $347,451 Current ratio 2.7:1 3.1:1 Bank credit lines: Short-term debt $ 50,000 $ 25,885 Unused lines 128,255 153,326 -------- -------- Total credit lines $178,255 $179,211 ======== ======== Long-term debt, less current maturities $180,173 $180,447 Ratio of long-term debt to capitalization 34.6% 34.7% Ratio of total debt to capitalization 40.3% 37.8% -------------------------------- * See "Forward Looking Statements" section of this item. 12 PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AAR CORP. AND SUBSIDIARIES FINANCIAL CONDITION (CONTINUED) (000s omitted except ratios) AT NOVEMBER 30, 2000 (CONTINUED) FORWARD-LOOKING STATEMENTS Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations, contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and are identified by an asterisk(*). These forward-looking statements are based on beliefs of Company management as well as assumptions and estimates based on information currently available to the Company, 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: ability to acquire inventory at favorable prices, impact of the change in the GE relationship, integration of acquisitions, marketplace competition, economic and aviation/aerospace market stability and Company profitability. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. PART I, ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company's exposure to market risk is limited to fluctuating interest rates under its unsecured bank credit agreements, and foreign exchange rates. During the first half of fiscal 2001 and 2000, respectively, the Company did not utilize derivative financial instruments to offset these risks. A hypothetical 10 percent increase to the average interest rate under the Company's bank credit agreements and a hypothetical 10 percent devaluation of foreign currencies against the U.S. dollar would not have had a material impact on the results of operations for the Company during the first half of fiscal 2001 and 2000, respectively. 13 PART II - OTHER INFORMATION AAR CORP. and Subsidiaries November 30, 2000 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Stockholders of the Company was held on October 11, 2000. The following item was acted upon at the meeting: 1) Election of two Class I directors to serve until the 2003 Annual Meeting of Stockholders. Two directors were nominated for election. Directors Nominated and Elected at the Meeting ---------------------------------------------- Votes For ------------------ Joel D. Spungin 23,679,563 David P. Storch 20,236,491 Continuing Directors -------------------- A. Robert Abboud Howard B. Bernick Ira A. Eichner Edgar D. Jannotta Lee B. Stern Richard D. Tabery No other matters were presented to the Company's shareholders for action at the Annual Meeting of Stockholders. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS None (b) REPORTS ON FORM 8-K FOR QUARTER ENDED NOVEMBER 30, 2000 The Company filed no reports on Form 8-K during the three months ended November 30, 2000. 14 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AAR CORP. ------------------------------------------ (Registrant) Date: January 12, 2001 /s/ Timothy J. Romenesko ----------------- ------------------------------------------ Timothy J. Romenesko Vice President and Chief Financial Officer (Principal Financial Officer and officer duly authorized to sign on behalf of registrant) /s/ Michael J. Sharp ------------------------------------------- Michael J. Sharp Vice President - Controller (Principal Accounting Officer) 15