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February 6, 2023
Sean M. Gillen
Chief Financial Officer
AAR CORP.
One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
Re:AAR CORP
Form 8-K Furnished December 20, 2022
Response dated February 1, 2023
File No. 001-06263
Dear Sean M. Gillen:
            We have reviewed your February 1, 2023 response to our comment letter and have the
following comment.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
January 23, 2023 letter.
Response letter dated February 1, 2023
Form 8-K furnished December 20, 2022
Exhibit 99.1 , page 8
1.We note your response to our prior comment 1 that you began including this adjustment
related to contract termination/restructuring costs and loss provisions in your non-GAAP
financial measures in your disclosures for the third quarter ended February 29,
2020 following the onset of the COVID-19 pandemic. You indicate that due to the
unprecedented impact of the COVID-19 pandemic on your operations and your
commercial activities, multiple contracts with your airlines customer were terminated
and/or restructured to address the challenging operating environment.  We also note your
response that you have continued to include gains and losses related to the original

 FirstName LastNameSean M. Gillen
 Comapany NameAAR CORP.
 February 6, 2023 Page 2
 FirstName LastName
Sean M. Gillen
AAR CORP.
February 6, 2023
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contract actions and gains from new, significant contractual events that were similar to the
adjustments reflected in prior periods to ensure consistency in your presentation. For
example, your long-term contract supporting certain U.K. military aircraft was
terminated early by your customer resulting in the recognition of a gain of $1.7 million in
the second quarter ended November 30, 2021, which you included in the adjustment to be
consistent with your prior presentation.  Please tell us if you expect to continue to adjust
for contract termination gains/losses or minimum volume guarantees in future periods.  In
this regard, if they continue to occur, we would expect that cash charges/gains related to
these may be considered normal operating costs of the business and would not be
considered appropriate adjustments to a Non-GAAP performance measure under the
guidance in Question 100.01 of the Non-GAAP C&DI.  Please advise.
            You may contact Melissa Gilmore at (202) 551-3777 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing