AAR CORP 2024年度报告

FORM10-K (Mark One)Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 ☒For the fiscal year endedMay 31, 2025or☐Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the transition period fromto Commission file number1-6263 AAR CORP. (Exact name of registrant as specified in its charter) One AAR Place,1100 N. Wood Dale Road,Wood Dale,Illinois60191(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code:(630)227-2000Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (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 past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-Tduring the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s voting stock held by nonaffiliates was approximately $2,429million (based upon the closing price of the Common Stockat November29, 2024 as reported on the New York Stock Exchange). On June30, 2025, there were35,847,589shares of Common Stock outstanding. Documents Incorporated by Reference Portions of the Company’s proxy statement for the Company’s 2025 Annual Meeting of Stockholders, to be held September 16, 2025, are incorporated by reference in TABLE OF CONTENTS PART IItem 1.Business2Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments23Item 1C.Cybersecurity24Item 2.Properties25Item 3.Legal Proceedings25Item 4.Mine Safety Disclosures25PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities26Item 6.(Reserved)27Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations28Item 7A.Quantitative and Qualitative Disclosures about Market Risk39Item 8.Financial Statements and Supplementary Data40Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure83Item 9A.Controls and Procedures83Item 9B.Other Information86Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections86PART IIIItem 10.Directors, Executive Officers and Corporate Governance86Item 11.Executive Compensation86Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters86Item 13.Certain Relationships and Related Transactions, and Director Independence87Item 14.Principal Accountant Fees and Services87PART IVItem 15.Exhibits and Financial Statement Schedules87EXHIBIT INDEXItem 16.Form 10-K Summary94SIGNATURES PART I ITEM 1.BUSINESS General AAR CORP. and its subsidiaries are referred to herein collectively as “AAR,” “Company,” “we,” “us,”and “our” unless the context indicates otherwise. AAR was incorporated in 1955 and we are a leadingindependent provider of solutions to the global aviation aftermarket. We offer a broad line of products andservices to c