AAR Corp. Files 8-K Report

TL;DR

AAR Corp. filed a routine 8-K, no major news.

AI Summary

On December 19, 2024, AAR Corp. filed an 8-K report detailing a Regulation FD Disclosure and Other Events. The filing includes financial statements and exhibits, but no specific new financial figures or material events were disclosed in the provided text.

Why It Matters

This filing indicates AAR Corp. is complying with regulatory reporting requirements, but does not provide new information on material events or financial performance.

Risk Assessment

Risk Level: low — The filing is a standard regulatory disclosure and does not contain information that suggests a change in risk for the company.

Key Players & Entities

• AAR CORP. (company) — Registrant
• December 19, 2024 (date) — Date of Report
• 1100 N. Wood Dale Road (location) — Company Address
• Wood Dale, Illinois (location) — Company City and State

FAQ

Key Financial Figures

• $1.00 — Common Stock, $1.00 par value AIR UNITED STATES SECUR
• $26,363,029 — erms, the Company will pay a penalty of $26,363,029 and forfeiture of $18,568,713, the latt
• $18,568,713 — enalty of $26,363,029 and forfeiture of $18,568,713, the latter of which will be credited i
• $23,451,100 — r, the Company will pay disgorgement of $23,451,100 and prejudgment interest of $5,785,524
• $5,785,524 — $23,451,100 and prejudgment interest of $5,785,524 to the SEC and cease and desist any vio
• $55,599,653 — payable under the NPA and SEC Order is $55,599,653, which will be reflected as a one-time

Filing Documents

• tm2431420d1_8k.htm (8-K) — 39KB
• tm2431420d1_ex99-1.htm (EX-99.1) — 12KB
• tm2431420d1_ex99-1img001.jpg (GRAPHIC) — 69KB
• 0001104659-24-130236.txt ( ) — 375KB
• air-20241219.xsd (EX-101.SCH) — 3KB
• air-20241219_def.xml (EX-101.DEF) — 28KB
• air-20241219_lab.xml (EX-101.LAB) — 37KB
• air-20241219_pre.xml (EX-101.PRE) — 26KB
• tm2431420d1_8k_htm.xml (XML) — 6KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 19, 2024, AAR CORP. (the "Company") issued a press release announcing the resolution of the investigations described below. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

01 Other Events

Item 8.01 Other Events. As previously disclosed, in 2019, the Company retained outside counsel to investigate possible violations of the U.S. Foreign Corrupt Practices Act (the "FCPA") relating to certain transactions in Nepal and South Africa that were signed in 2016 and 2017. Based on these investigations, in 2019, the Company self-reported these matters to the U.S. Department of Justice (the "DOJ"), the Securities and Exchange Commission (the "SEC"), and the U.K. Serious Fraud Office. On December 19, 2024, after cooperating with the DOJ's and SEC's investigations, the Company reached resolutions with the DOJ and the SEC regarding the aforementioned matters. The Company agreed to the terms contained in a Non-Prosecution Agreement with the DOJ, dated December 19, 2024 (the "NPA"), for an 18-month term. Pursuant to the NPA, among other terms, the Company will pay a penalty of $26,363,029 and forfeiture of $18,568,713, the latter of which will be credited in full against the disgorgement to be paid to the SEC as outlined below. The DOJ agreed that it will not prosecute the Company for conduct described in the NPA provided that the Company complies with the terms of the NPA for the 18-month term. The SEC approved the Company's Offer of Settlement and issued its Cease-and-Desist Order (the "SEC Order") dated December 19, 2024 with respect to certain violations of the anti-bribery, books and records, and internal accounting controls provisions of the FCPA. Pursuant to the terms of the SEC Order, the Company will pay disgorgement of $23,451,100 and prejudgment interest of $5,785,524 to the SEC and cease and desist any violations of the anti-bribery, books and records and internal accounting control provisions of the FCPA. The total amount payable under the NPA and SEC Order is $55,599,653, which will be reflected as a one-time charge in the Company's consolidated financial statements for fiscal year 2025 second quarter ended November 30, 2024. The Company expects t

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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, which reflect management's expectations about future conditions, including, but not limited to, funding the payments required pursuant to the resolution of the DOJ and SEC investigations.

Forward-looking statements

Forward-looking statements often address our expected future operating and financial performance and financial condition, or sustainability targets, goals, commitments, and other business plans, and often may also be identified because they contain words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would," or similar expressions and the negatives of those terms. These forward-looking statements are based on the beliefs of Company management, as well as assumptions and estimates based on information available to the Company 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: (i) factors that adversely affect the commercial aviation industry; (ii) adverse events and negative publicity in the aviation industry; (iii) a reduction in sales to the U.S. government and its contractors; (iv) cost overruns and losses on fixed-price contracts; (v) nonperformance by subcontractors or suppliers; (vi) a reduction in outsourcing of maintenance activity by airlines; (vii) a shortage of skilled personnel or work stoppages; (viii) competition from other companies; (ix) financial, operational and legal risks arising as a result of operating internationally; (x) inability to integrate acquisitions effectively and execute operational and financial plans related to the acquisitions; (xi) failure to realize the anticipated benefits of acquisitions; (xii) circumstances associated with divestitures; (xiii) inability to recover costs due to fluctuations in market values for aviation products and equipment; (xiv) cyber or other security threats or disruptions; (xv) a need to make significant capital expenditures to keep pace with technological develo

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 99.1 Press release issued by AAR CORP. on December 19, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) 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 hereunto duly authorized. Date: December 19, 2024 AAR CORP. By: /s/ Jessica A. Garascia Jessica A. Garascia Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR