StandardAero, Inc.

Fleetlands, U.K. · 731,000 · Engine and airframe repair and overhaul · Owned

San Antonio, Texas, U.S. · 716,000 · Engine repair and overhaul · Leased

Winnipeg, Canada · 654,000 · Engine and component repair and overhaul · Owned/Leased

Cincinnati, Ohio, U.S. · 582,000 · Component repair and overhaul · Leased

Dallas, Texas, U.S. · 384,000 · Engine and component repair and overhaul · Leased

Springfield, Illinois, U.S. · 199,000 · Airframe repair and overhaul · Leased

Gonesse, France · 182,000 · Engine and component repair and overhaul · Owned

Almondbank, U.K. · 178,000 · Components and airframe repair and overhaul · Owned

Maryville, Tennessee, U.S. · 167,000 · Engine repair and overhaul · Owned/Leased

Summerside, Canada · 157,000 · Engine repair and overhaul · Owned

Augusta, Georgia, U.S. · 218,000 · Airframe and engine repair and overhaul · Leased

Houston, Texas, U.S. · 127,000 · Airframe and engine repair and overhaul · Leased

Kansas City, Missouri, U.S. · 127,000 · Component repair and overhaul · Leased

Hillsboro, Ohio, U.S. · 108,000 · Component repair and overhaul · Owned

Singapore · 92,000 · Engine and component repair and overhaul · Leased

Portsmouth, U.K. · 91,000 · Engine and component repair and overhaul · Owned

Van Nuys, California, U.S. · 75,000 · Airframe and engine repair and overhaul · Leased

Stockton, California, U.S. · 63,000 · Component repair and overhaul · Leased

Miami, Florida, U.S. · 63,000 · Component repair and overhaul · Leased

Langley, Canada · 61,000 · Airframe repair and overhaul · Leased

Prahova, Romania · 53,000 · Component repair and overhaul · Leased

Cork, Ireland · 50,000 · Component repair and overhaul · Leased

Phoenix, Arizona, U.S. · 40,000 · Engine and component repair and overhaul · Owned/Leased

Fort Myers, Florida, U.S. · 25,000 · Component repair and overhaul · Leased

Westminster, Canada · 24,000 · Engine repair and overhaul · Leased

Brisbane, Australia · 23,000 · Engine repair and overhaul · Owned

Scottsdale, Arizona, U.S. · 21,000 · Corporate headquarters · Leased

Johannesburg, South Africa · 18,000 · Engine repair and overhaul · Leased

Miramar, Florida, U.S. · 17,000 · Asset management · Leased

Palm City, Florida, U.S. · 17,000 · Component repair and overhaul · Leased

Broomfield, Colorado, U.S. · 14,000 · Component repair and overhaul · Leased

Pittsburgh, Pennsylvania, U.S. · 12,000 · Engine and component repair and maintenance · Leased

New London, North Carolina, U.S. · 12,000 · Engine and component repair and maintenance · Leased

St. Paul, Minnesota, U.S. · 11,000 · Engine and component repair and maintenance · Leased

West Palm Beach, Florida, U.S. · 10,000 · Engine and component repair and maintenance · Leased

Belo Horizonte, Brazil · 6,000 · Engine and component repair and maintenance · Leased

St. Louis, Missouri, U.S. · 5,000 · Engine and component repair and maintenance · Leased

We have multiple facilities in certain of these locations and, in addition, we have sales and service facilities located in North America.

• Standard Aero Canada ULC British Columbia⁴
• Standard Aero Canada, Inc. Delaware, U.S.A.⁴
• Standard Aero Holdings, Inc. Delaware, U.S.A.⁴
• Standard Aero Limited Standaero Limitee British Columbia⁴
• Standard Aero Nova Scotia Company Nova Scotia⁴
• StandardAero (UK) Holdings Limited United Kingdom⁴
• StandardAero Atlantic USA, Inc. California, U.S.A.⁴
• StandardAero Atlantic, Inc. Canada⁴
• StandardAero Australia Pty. Ltd Australia⁴
• StandardAero Aviation Holdings, Inc. Delaware, U.S.A.⁴
• StandardAero Business Aviation Services, LLC Delaware, U.S.A.⁴
• StandardAero Component Services, Inc. Ohio, U.S.A.⁴
• StandardAero France France⁴
• StandardAero Holding Corp. Delaware, U.S.A.⁴
• Vector Aerospace (UK Holdings) Limited Scotland⁴
• Vector Aerospace Asia Pte Ltd Singapore⁴
• Vector Aerospace International Limited United Kingdom⁴
• Western Jet Aviation, Inc. California, U.S.A.⁴
• Western Jet Leasing, LLC California, U.S.A.⁴

• A significant portion of our revenue is derived from a small number of customers.
• We do not have volume commitments with our customers and, therefore, do not have guaranteed future sales.
• The prices that we charge under our fixed-price contracts are predetermined and we bear the risk that our costs or lead time may exceed our estimates.
• Damage to our reputation or the reputation of other parties in the aerospace industry could hurt our business.
• Our operations depend on our facilities, which are subject to physical and other risks that could disrupt our business.
• Implementing new or expanded platforms, products and services and keeping pace with technological or process developments in our industries may require significant capital and operational risk.
• Acquisitions, joint ventures, business combinations and inorganic investments may prove risky for us.
• Risks Related to Financial and Accounting Matters
• Our reported financial results may be adversely affected by changes in GAAP.
• If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
• We may be subject to risks relating to changes in our tax rates or exposure to additional income tax liabilities.
• We are dependent upon continued availability of financing to manage our business and to execute our business strategy, and additional financing may not be available on terms acceptable to us.
• Risks Related to Information Technology, Intellectual Property and Cybersecurity
• If we or our third-party partners fail to protect Confidential Information and/or experience data security incidents, there may be damage to our brand and reputation, material financial penalties and legal liability, which would materially adversely affect our business, results of operations and financial condition.
• Compliance with ever evolving federal, state and foreign laws relating to the handling of data and information, including personal information, involves significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity and/or an erosion of trust, which could adversely affect our business, results of operations and financial condition.
• A disruption of our IT Systems and capabilities could lead to business disruption and could harm our reputation and result in financial penalty and legal liabilities, which would reduce our revenue and have a material adverse effect on our business, financial condition and results of operations.
• If we are unable to maintain, protect or enforce our rights in our proprietary technology, brands or other intellectual property, our competitive advantage, business, financial condition and results of operations could be harmed.
• If third parties claim that we infringe upon their intellectual property rights, our operations could be adversely affected.
• Risks Related to Government Regulation and Litigation
• Changes to U.S. tariff and import/export regulations may have a negative effect on our business, financial condition and results of operations
• We will not be able to operate our business if we fail to comply with or obtain and maintain the necessary regulatory approvals.
• Our operations outside of North America are exposed to various risks, which could adversely affect our business, results of operations and financial condition.
• We are subject to environmental, health and safety laws and regulations, violations of which could result in substantial costs, liabilities and impacts on our business and operations.
• The strategic priorities and financial performance of our business are subject to market and other dynamics related to efforts to reduce greenhouse gas emissions, which can pose risks in addition to opportunities.
• Sustainability and environmental, social and governance (“ESG”) matters may adversely impact our business and reputation.
• If we fail to comply with government procurement laws and regulations, we could lose business and be liable for various penalties or sanctions.
• We may be subject to periodic litigation and regulatory proceedings, which may adversely affect our business and financial performance.
• We may face large liability claims, which could adversely affect our business, results of operations and financial condition.
• Risks Related to Management and Employees
• We are dependent on our senior management team and highly trained and qualified employees, and any work stoppage, difficulty hiring similar employees, retention issues or ineffective succession planning may materially adversely affect our business, results of operations and financial condition.
• If we face labor shortages or increased labor costs, our results of operations and our growth could be adversely affected.
• We have in the past, and may in the future, have underfunded pension plan liabilities. We have required, and may require, current and future operating cash flow to fund these shortfalls.
• The requirements of being a public company may strain our resources, increase our costs, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.
• Risks Related to Our Indebtedness
• Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness.
• Despite our level of indebtedness, we and our subsidiaries may still incur substantially more debt. This could further exacerbate the risks to our financial condition described above and impair our ability to operate our business.
• We may not be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
• The terms of the New Credit Agreement impose restrictions that may limit our current and future operating flexibility, particularly our ability to respond to changes in the economy or our industry or to take certain actions, which could harm our long-term interests and may limit our ability to make payments on our indebtedness.
• Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
• We are a holding company with no operations and may not have access to sufficient cash to meet our financial obligations.
• Risks Related to Ownership of Our Common Stock
• Our share price may change significantly, and you may not be able to resell our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.
• Carlyle owns a significant amount of our voting power, and their interests in our business may be different than yours.
• We are not a “controlled company” within the meaning of the NYSE rules. However, we may continue to rely on exemptions from certain corporate governance requirements during a one-year transition period.
• Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.
• Our ability to raise capital in the future may be limited.
• If securities analysts do not publish research or reports about our business or if they downgrade our common stock or our industry, or if there is any fluctuation in our credit rating, the price of our common stock and trading volume could decline.
• Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders and may prevent attempts by our stockholders to replace or remove our current management.
• Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.
• Our amended and restated certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities.
• We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.
• Our amended and restated certificate of incorporation and our amended and restated bylaws provides that the Court of Chancery of the State of Delaware or federal district courts of the United States are sole and exclusive forum for certain types of lawsuit, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us, our directors, officers or employees.
• Our ability to use our net operating loss carryforwards and certain other tax attributes may become subject to limitation.
• Uncertainties in the interpretation and application of existing, new and proposed tax laws and regulations could materially affect our tax obligations and effective tax rate.
• If we redeem or repurchase shares of our stock, we could be subject to an excise tax.