Slide 1: Acquisition of Controlling Interest in MRO Holdings & First Quarter Fiscal Year 2027 Earnings
Acquisition of Controlling Interest in MRO Holdings & First Quarter Fiscal Year 2027 E arnings September 29, 2026 © 2026 AAR CORP. All rights reserved worldwide
Slide 2: Disclaimer
Disclaimer Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. The information contained herein has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities and shou
Slide 3: Q1 Highlights
Q1 Highlights Optimized Portfolio Driving Growth and Profitability Q1 Results Compared to Q1 FY26 • Sales growth +24% YoY driven by growth across all key Parts, Repair, and Software Sales (M) $918 activities Sales growth 24% • Continuing to drive adj. EBITDA margin expansion Adj. EBITDA (M) $117 • M
Slide 4: Q1 FY27 Segment Results
Q1 FY27 Segment Results Sales ($M) and adj. EBITDA margin (%) Parts Supply Repair, Engineering, & Government Solutions Software +31% +31% +4% Sales Growth Sales Growth Sales Growth $414.8 $297.5 $138.8 $317.8 $133.9 $226.4 15.3% 15.3% 13.1% 11.9% 13.8% Adj. EBITDA 10.7% margin +150 bps (120) bps +46
Slide 5: Q2 and FY 2027 Outlook
Q2 and FY 2027 Outlook Q2 FY27 Guidance FY 2027 GUIDANCE Current Prior as of Sep 2026 as of July 2026 Low double- Total sales growth (ex. LCP)1 14% – 16% Total sales growth (ex. LCP)1 Low teens digits to low teens Adj. EBITDA margin (ex. LCP)2 13.0% – 13.4% Estimated tax rate 28% Note: Q2 and FY 202
Slide 6: Accelerating the Execution of AAR's Strategy with MRO Holdings Acquisition
Accelerating the Execution of AAR’s Strategy with MRO Holdings Acquisition 1 AAR to acquire 65% controlling interest in MRO Holdings at an Enterprise Value of $4.0B Advances strategy to become the leading aviation aftermarket 2 platform; builds additional avenues for Parts, Repair, & Software growth
Slide 7: Acquisition Significantly Enhances AAR's Profile
Acquisition Significantly Enhances AAR’s Profile AAR to acquire a controlling interest of 65% in MRO Holdings Strategic Transaction Transformative Benefits Enhances Financial Profile • Highly strategic acquisition in core Airframe MRO business • Increases AAR’s revenue by ~30+%1 • ~400 bps accretive
Slide 8: Integrated Business: Platform for Self-Reinforcing Growth
Integrated Business: Platform for Self-Reinforcing Growth Parts • New parts Distribution drives MRO Holdings Acquisition long-term relationships with Grows and Strengthens AAR’s OEMs Platform • OEM relationships support technical requirements for Component MRO Strengthening leadership in heavy • Hig
Slide 9: AAR is a Global Leader in Aircraft Heavy Maintenance
AAR is a Global Leader in Aircraft Heavy Maintenance What is Heavy Maintenance? AAR is a Leader in Heavy Maintenance • Heavy maintenance is a recurring, • Strong position in critical narrowbody and regional aircraft mission-critical service to aircraft across North America through their useful life
Slide 10: MRO Holdings at a Glance
MRO Holdings at a Glance A leader in airframe maintenance, repair, and overhaul services across the Americas Key Statistics (CY 2026E) Airframe MRO Business Ancillary Businesses • Specializes in airframe heavy maintenance checks • Integrated in-house support platform spanning • Comprehensive capabil
Slide 11: Combined Footprint Offers Differentiated Scale and Flexibility
Combined Footprint Offers Differentiated Scale and Flexibility Trois-Rivières, Québec Windsor, Ontario Rockford, IL Greensboro, NC Winston-Salem, NC Oklahoma City, OK Lake City, FL Querétaro, Mexico Creates largest MRO Jacksonville, FL in the world1 • From 7 to 12 facilities San Salvador, El Salvado
Slide 12: Acquisition Meaningfully Improves Financial Profile
Acquisition Meaningfully Improves Financial Profile Increases growth potential, margins, and cash conversion profile + • Adds scale and significantly expands margins FY 2026 Sales ($B) $3.3 $4.3 • Enhances cash conversion FY 2026 Adj. EBITDA ($M) $401 $686 profile due to low NWC and maintenance cape
Slide 13: Large Addressable Market in Repair with Strong Secular Growth Drivers
Large Addressable Market in Repair with Strong Secular Growth Drivers Key market drivers Repair total addressable market 1 Increasing air travel driving growing airline demand for high-quality ~$50B+ today solutions, delivered on time • Leading provider of heavy maintenance in North America; 2 Regul
Slide 14: Overview of Transaction Terms
Overview of Transaction Terms AAR to Acquire Controlling Interest in MRO Holdings • Acquire controlling interest of MRO Holdings at implied enterprise value of $4.0B Consideration • Initial acquisition of 65% equity ownership with MRO Holdings shareholders retaining 35% • Represents EV of ~10.7x1 MR
Slide 15: Capital Allocation Overview
Capital Allocation Overview Illustrative Sources and Uses Sources Uses Equity issued to MROH shareholders ~$780 Equity purchase price ~$1,725 Equity issued in PIPE ~230 Refinance target net debt ~1,350 New transaction debt ~2,065 Total sources ~$3,075 Total uses ~$3,075 Deleveraging Profile • Commit
Slide 16: © 2026 AAR CORP. All rights reserved worldwide
© 2026 AAR CORP. All rights reserved worldwide 16
Slide 17: Appendix
APPENDIX © 2026 AAR CORP. All rights reserved worldwide 17
Slide 18: Non-GAAP Financial Measures
Non-GAAP Financial Measures This presentation includes financial results for the Company with respect to adjusted sales, adjusted diluted earnings per share, adjusted EBITDA, adjusted operating income, adjusted EBITDA margin, adjusted cash from operations, and net leverage which are “non-GAAP financ
Slide 19: Non-GAAP Financial Measures
Non-GAAP Financial Measures Q1 FY27 adjusted diluted earnings per share Q1 FY27 Q1 FY26 Diluted earnings per share $1.00 $0.95 Acquisition, integration, and amortization expenses 0.62 0.18 Gain related to sale of businesses, net - (0.02) Severance charges - 0.03 Government COVID-related subsidy liab
Slide 20: Non-GAAP Financial Measures
Non-GAAP Financial Measures Q1 FY27 adjusted sales, operating income, operating margin, EBITDA, and EBITDA margin by segment Q1 FY27 Q1 FY26 Repair, Legacy Repair, Legacy ($ in millions) Parts Engineering, Government Commercial Corporate Parts Engineering, Government Commercial Corporate Supply and
Slide 21: AAR Non-GAAP Financial Measures
AAR Non-GAAP Financial Measures Adjusted sales, Adjusted EBITDA, Adjusted EBITDA margin Year ended May 31, ($ in millions) FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 Sales $1,652.3 $1,820.0 $1,990.5 $2,318.9 $2,780.5 $3,308.0 Contract termination/restructuring & loss provision, net and bankrupt
Slide 22: AAR Non-GAAP Financial Measures
AAR Non-GAAP Financial Measures Adjusted cash provided by operating activities ($ in millions) Three months ended August 31, 2026 FY 2026 Cash provided by operating activities $55.8 $98.7 Amounts outstanding on accounts receivable financing program Beginning of period 25.7 21.3 End of period (25.0)