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 FEBRUARY 28, 2001 Commission file number 1-6263 -------------------- -------- AAR CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) <TABLE> <S> <C> 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) </TABLE> Registrant's telephone number, including area code (630) 227-2000 ------------------------------ 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, 26,944,702 shares outstanding as of MARCH 31, 2001 - ------ ---------------- --------------------
AAR CORP. and Subsidiaries Quarterly Report on Form 10-Q February 28, 2001 Table of Contents <TABLE> <CAPTION> Page ---- <S> <C> 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 Disclosures About Market Risk 13 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Exhibits 14 Reports on Form 8-K 14 Signature Page 15 Exhibit Index - No Exhibits </TABLE> 2
PART I, ITEM 1 - FINANCIAL STATEMENTS AAR CORP. and Subsidiaries Condensed Consolidated Balance Sheets As of February 28, 2001 and May 31, 2000 (000s omitted) <TABLE> <CAPTION> February 28, May 31, 2001 2000 ------------ ------------- (Unaudited) (Derived from audited financial statements) <S> <C> <C> ASSETS - ------ Current assets: Cash and cash equivalents $ 767 $ 1,241 Accounts and trade notes receivable, less allowances of $10,999 and $10,080, respectively 132,826 128,348 Inventories 276,895 275,817 Equipment on or available for short-term leases 77,584 60,201 Deferred tax assets, deposits and other 38,465 45,660 -------- -------- Total current assets 526,537 511,267 -------- -------- Property, plant and equipment, net 108,040 110,003 -------- -------- Other assets: Investments in leveraged leases 29,596 34,487 Cost in excess of underlying net assets of acquired companies, net 45,673 38,840 Equipment on long-term leases 7,715 - Other 37,157 46,401 -------- -------- 120,141 119,728 -------- -------- $754,718 $740,998 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Short-term debt $ 36,000 $ 25,885 Current maturities of long-term debt 423 429 Notes payable 13,242 - Accounts and trade notes payable 84,174 107,879 Accrued liabilities 34,013 29,623 -------- -------- Total current liabilities 167,852 163,816 -------- -------- Long-term debt, less current maturities 180,106 180,447 Deferred tax liabilities 60,695 56,020 Retirement benefit obligation 1,200 1,200 -------- -------- 242,001 237,667 -------- -------- Stockholders' equity: Preferred stock, $1.00 par value, authorized 250 shares, none issued - - Common stock, $1.00 par value, authorized 100,000 shares; issued 29,363 and 29,168 shares, respectively 29,363 29,168 Capital surplus 148,255 146,557 Retained earnings 216,431 210,474 Treasury stock, 2,418 and 2,303 shares at cost, respectively (38,860) (37,236) Accumulated other comprehensive income (loss)- Cumulative translation adjustments (10,324) (9,448) -------- -------- 344,865 339,515 -------- -------- $754,718 $740,998 ======== ======== </TABLE> 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 Nine Months Ended February 28/29, 2001 and 2000 (Unaudited) (000s omitted except per share data) <TABLE> <CAPTION> Three Months Ended Nine Months Ended February 28/29, February 28/29, ----------------------- ----------------------- 2001 2000 2001 2000 -------- -------- -------- -------- <S> <C> <C> <C> <C> Sales $200,055 $256,558 $632,580 $750,537 Pass through sales 16 15,773 20,596 48,717 -------- -------- -------- -------- Total sales 200,071 272,331 653,176 799,254 Costs and operating expenses: Cost of sales 164,325 227,257 547,678 664,262 Selling, general and administrative and other 23,287 24,404 71,710 72,556 -------- -------- -------- -------- Operating income 12,459 20,670 33,788 62,436 Interest expense (5,433) (5,979) (17,139) (17,749) Interest income 450 959 1,201 1,929 -------- -------- -------- -------- Income before provision for income taxes 7,476 15,650 17,850 46,616 Provision for income taxes 2,088 4,695 5,025 13,924 -------- -------- -------- -------- Net income $ 5,388 $ 10,955 $ 12,825 $ 32,692 ======== ======== ======== ======== Earnings Per Share - Basic $ .20 $ .41 $ .48 $ 1.20 Earnings Per Share - Diluted $ .20 $ .40 $ .48 $ 1.19 Weighted average common shares outstanding - Basic 26,941 26,942 26,904 27,178 Weighted average common shares outstanding - Diluted 27,064 27,273 26,999 27,520 Dividends paid and declared per share of common stock $ .085 $ .085 $ .255 $ .255 </TABLE> 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 Nine Months Ended February 28/29, 2001 and 2000 (Unaudited) (000s omitted) <TABLE> <CAPTION> Nine Months Ended February 28/29 ----------------------- 2001 2000 -------- -------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 12,825 $ 32,692 Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation and amortization 13,998 13,595 Deferred taxes 4,450 7,831 Change in certain assets and liabilities, exclusive of effects of acquisition: Accounts receivable 6,667 (5,791) Inventories 3,970 (10,630) Equipment on or available for short-term lease (17,385) (4,906) Accounts and trade notes payable (26,711) (6,673) Accrued liabilities 2,878 (15,541) Other assets 1,223 (4,910) -------- -------- Net cash provided from operating activities 1,915 5,667 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment expenditures, net (9,371) (17,574) Acquisition, less cash acquired (3,200) - Investment in equipment on long-term lease and leveraged leases (3,149) (265) Cash received from (investments in) joint ventures and other 10,390 (892) -------- -------- Net cash used in investing activities (5,330) (18,731) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from bank lines 10,115 25,000 Change in long-term debt (347) (368) Cash dividends (6,867) (6,999) Purchases of treasury stock (71) (8,997) Other 113 376 -------- -------- Net cash provided from financing activities 2,943 9,012 -------- -------- Effect of exchange rate changes on cash (2) 233 -------- -------- Decrease in cash and cash equivalents (474) (3,819) Cash and cash equivalents, beginning of period 1,241 8,250 -------- -------- Cash and cash equivalents, end of period $ 767 $ 4,431 ======== ======== </TABLE> 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 Nine Months Ended February 28/29, 2001 and 2000 (Unaudited) (000s omitted) <TABLE> <CAPTION> Nine Months Ended February 28/29, --------------------- 2001 2000 ------- ------- <S> <C> <C> Net income $12,825 $32,692 Other comprehensive income (loss) - Foreign currency translation (876) (2,003) ------- ------- Total comprehensive income $11,949 $30,689 ======= ======= </TABLE> 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 February 28, 2001 (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 accounting principles generally accepted in the United States, 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 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 February 28, 2001 and the condensed consolidated results of operations for the three and nine-month periods ended February 28/29, 2001 and 2000, and the condensed consolidated statements of cash flows and comprehensive income for the nine-month periods ended February 28/29, 2001 and 2000. 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 February 28, 2001 (Continued) (000s omitted) NOTE C - INVENTORY The summary of inventories is as follows: <TABLE> <CAPTION> February 28, May 31, 2001 2000 ------------ -------- <S> <C> <C> Raw materials and parts $ 47,864 $ 50,452 Work-in-process 20,686 19,849 Purchased aircraft, parts, engines and components held for sale 208,345 205,516 -------- -------- $276,895 $275,817 ======== ======== </TABLE> NOTE D - SUPPLEMENTAL CASH FLOWS INFORMATION Supplemental information on cash flows: <TABLE> <CAPTION> Nine Months Ended February 28/29, -------------------- 2001 2000 ------- ------- <S> <C> <C> Interest paid $15,705 $15,817 Income taxes paid 2,300 9,800 Income tax refunds received 6,800 400 </TABLE> 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 that was paid for with a combination of cash and seller provided financing. The seller provided financing, which is due in June 2001, is included in Notes Payable on the February 28, 2001 unaudited condensed consolidated balance sheet. The acquisition was recorded under the purchase method of accounting. In December 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 for cash, 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. 8
AAR CORP. and Subsidiaries Notes to Condensed Consolidated Financial Statements February 28, 2001 (Continued) (000s omitted except per share data) 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 nine-month periods ended February 28/29, 2001 and 2000. <TABLE> <CAPTION> Three Months Ended Nine Months Ended February 28/29 February 28/29, -------------------- -------------------- 2001 2000 2001 2000 ------- ------- ------- ------- <S> <C> <C> <C> <C> Basic EPS - --------- Net income $ 5,388 $10,955 $12,825 $32,692 Weighted average common shares outstanding 26,941 26,942 26,904 27,178 ------- ------- ------- ------- Earnings per share - Basic $ .20 $ .41 $ .48 $ 1.20 ======= ======= ======= ======= Diluted EPS - ----------- Net income $ 5,388 $10,955 $12,825 $32,692 Weighted average common shares outstanding 26,941 26,942 26,904 27,178 Additional shares due to hypothetical exercise of stock options 123 331 95 342 ------- ------- ------- ------- 27,064 27,273 26,999 27,520 ------- ------- ------- ------- Earnings per share - Diluted $ .20 $ .40 $ .48 $ 1.19 ======= ======= ======= ======= </TABLE> 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. 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 ) Three and Nine-Month Periods Ended February 28, 2001 - ---------------------------------------------------- (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 nine month periods ended February 28/29, 2001 and 2000. <TABLE> Three Months Ended Nine Months Ended February 28/29, February 28/29, ---------------------- ---------------------- 2001 2000 2001 2000 -------- -------- -------- -------- <S> <C> <C> <C> <C> Sales: Airframe and Accessories $101,102 $101,908 $312,481 $294,661 Aircraft and Engines 71,651 125,379 246,336 366,450 Manufacturing 27,302 29,271 73,763 89,426 -------- -------- -------- -------- 200,055 256,558 632,580 750,537 Pass Through Sales 16 15,773 20,596 48,717 -------- -------- -------- -------- $200,071 $272,331 $653,176 $799,254 ======== ======== ======== ======== </TABLE> Three-Month Period Ended February 28, 2001 - ---------------------------------------------------- (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 third quarter of the Company's fiscal year ending May 31, 2001, excluding pass through sales, decreased $56,503 or 22.0% over the same period in the prior year. Sales in Airframe and Accessories declined slightly during the third quarter of fiscal 2001 compared to the prior year due to reduced sales to general aviation customers, offset by the favorable impact from the acquisition of Hermetic and increased sales of airframe parts and higher demand for landing gear maintenance. Sales in Aircraft and Engines decreased $53,728 or 42.9% as a result of lower revenue in the Company's aircraft and engine sales and leasing businesses 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 as well as the impact from converting the Company's exclusive engine parts support arrangement with this major customer to preferred supplier status, which occurred in December 2000. The reduction in pass through sales of $15,757 was also caused by these factors. Sales in Manufacturing decreased $1,969 or 6.7% primarily reflecting lower sales of the Company's composite structure products. Consolidated gross profit decreased $9,328 or 20.7% over the prior period due to the impact from lower sales, offset by a slightly higher gross profit margin. Excluding the impact of pass through sales, the gross profit margin was 17.9% in the current quarter, compared to 17.6% in the prior quarter. Selling, general and administrative expenses declined $1,117 or 4.6% primarily as a result of lower personnel costs. Operating income decreased $8,211 or 39.7% and net income decreased $5,567 or 50.8% 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 FINANCIAL CONDITION (000s omitted) Nine-Month Period Ended February 28, 2001 - ---------------------------------------------------- (as compared with the same period of the prior year) Consolidated sales for the nine-month period ended February 28, 2001, excluding pass through sales, decreased $117,957 or 15.7% over the same period in the prior year. Sales in Airframe and Accessories increased $17,820 or 6.0% principally due to higher sales of airframe parts and from the favorable impact of the acquisition of Hermetic. Sales in Aircraft and Engines decreased $120,114 or 32.8% 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 was 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 as well as the impact from converting the Company's exclusive engine parts support arrangement with this major customer to preferred supplier status, which occurred in December 2000. The reduction in pass through sales of $28,121 was also caused by these factors. Sales in Manufacturing decreased $15,663 or 17.5% reflecting lower sales of the Company's cargo handling systems, composite products and products supporting the U.S. Government's rapid deployment program. Consolidated gross profit decreased $29,494 or 21.8% over the prior year period due to the impact from lower sales and a reduction in the gross profit margin. Excluding the impact of pass through sales, the gross profit margin was 16.7% compared to 18.0% in the prior period. The reduction in the gross profit margin was principally at the Company's engine parts, and general aviation parts distribution businesses. This decline was primarily attributable to pricing pressure on older technology engine parts, reduced demand from a major inventory management program customer and lower demand for general aviation parts. Operating income decreased $28,648 or 45.9% and net income decreased $19,867 or 60.8% 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 (CONTINUED) (000s omitted) At February 28 2001 - ------------------------------- (as compared with May 31, 2000) At February 28, 2001, the Company's liquidity and capital resources included cash of $767 and working capital of $358,685. At February 28, 2001, the Company's ratio of long-term debt to capitalization was 34.3%, down from 34.7% at May 31, 2000. The Company continues to maintain its external sources of financing including $74,000 of unused committed 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 under which the Company may sell an interest in a defined pool of accounts receivable. As of February 28, 2001, accounts receivable sold under this arrangement were $18,984, a decrease of $10,375 from May 31, 2000. During the nine month period ended February 28, 2001, the Company generated $1,915 of cash from operations compared to $5,667 during the nine month period ended February 29, 2000. The decrease in cash flows from operations was principally due to the decline in net income, offset by a reduction in net cash outflows for working capital components. During the nine month period ended February 28, 2001, the Company's investing activities used $5,330 of cash compared to $18,731 during the nine month period ended February 29, 2000. Cash used for investing activities reflects property, plant and equipment expenditures of $9,371, the cash payment for the Hermetic acquisition of $3,200 and increased investment in equipment on long-term lease of $7,715, offset in part by a reduction in leveraged leases and cash received in connection with the sale and dissolution of two joint venture companies. During the nine month period ended February 28, 2001, the Company's financing activities generated $2,943 of cash reflecting proceeds from bank lines of $10,115, partially offset in part by the payment of cash dividends of $6,867. 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 financial conditions, ratios, and lines of credit follows: <TABLE> <CAPTION> February 28, May 31, Description 2001 2000 - ----------- ------------ -------- <S> <C> <C> Working capital $358,685 $347,451 Current ratio 3.1:1 3.1:1 Bank credit lines: Borrowings outstanding $ 36,000 $ 25,885 Available but unused committed lines 74,000 84,115 -------- -------- Total committed credit lines $110,000 $110,000 ======== ======== Long-term debt less current maturities $180,106 $180,447 Ratio of long-term debt to capitalization 34.3% 34.7% Ratio of total debt to capitalization 40.0% 37.8% </TABLE> * 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) At February 28, 2001 (continued) - -------------------------------- (as compared with May 31, 2000) 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 is 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, effect of the change in the GE relationship from an exclusive arrangement to preferred supplier status, 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 DISCLOSURES 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 nine month period ended February 28/29, 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 and financial position of the Company during the nine month period ended February 28/29, 2001 and 2000, respectively. 13
PART II - OTHER INFORMATION AAR CORP. and Subsidiaries February 28, 2001 Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS None (b) REPORTS ON FORM 8-K FOR QUARTER ENDED FEBRUARY 28, 2001 The Company filed no reports on Form 8-K during the three months ended February 28, 2001. 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: April 13, 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