8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 7, 2012

Wesco Aircraft Holdings, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-35235	20-5441563
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27727 Avenue Scott

Valencia, California 91355

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (661) 775-7200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02              Results of Operations and Financial Condition.

On May 7, 2012, Wesco Aircraft Holdings, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2012. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Following the publication of this earnings release, the Company hosted an earnings call in which its financial results for the quarter ended March 31, 2012 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

On May 7, 2012, the Company posted the materials attached as Exhibits 99.1 and 99.2 on its website (www.wescoair.com).

The information in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01              Financial Statements and Exhibits.

(d)   Exhibits.

ExhibitNumber	Description
99.1	Press Release, issued by the Company on May 7, 2012
99.2	Slides for the Earnings Conference Call

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SIGNATURES

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: May 7, 2012	WESCO AIRCRAFT HOLDINGS, INC.
	By:	/s/ Gregory A. Hann
		Gregory A. Hann
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press Release, issued by the Company on May 7, 2012
99.2	Slides for the Earnings Conference Call

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EX-99.1

Exhibit 99.1

Wesco Aircraft Holdings Reports Results for Fiscal Second Quarter 2012

VALENCIA, CA, May 7, 2012 — Wesco Aircraft Holdings, Inc. (NYSE: WAIR), a leading provider of comprehensive supply chain management services to the global aerospace industry, today announced results for its fiscal second quarter ended March 31, 2012.

Highlights

·Second quarter revenue of $182.1 million, up 3.5% compared to $176.0 million in the prior year

·Year to date revenue of $374.7 million, up 7.2% compared to the prior year period, and up 14.3% excluding the two Charleston programs completed in 2011

·Net income of $19.7 million, with Diluted Earnings Per Share of $0.21

·Adjusted Net Income of $20.8 million, with Adjusted Diluted Earnings Per Share of $0.22

Fiscal 2012 Second Quarter Results

Revenue for the second fiscal quarter was $182.1 million, an increase of 3.5% compared to $176.0 million in the prior year period.  For the first six months of the fiscal year, total revenue was $374.7 million, up 7.2% compared to the prior year period. During the second quarter, Wesco’s Rest of World segment continued to be a significant driver of growth, with revenues increasing by 22.8%.  In the second quarter, Ad hoc, JIT and LTA sales as a percentage of net sales represented 40%, 23% and 37%, respectively, compared to 38%, 32% and 30%, respectively, for the same period last year.

Net income for the second quarter of fiscal 2012 was $19.7 million, resulting in Diluted Earnings Per Share of $0.21.  This compared to $21.9 million, or $0.24 per share in the prior year period. Adjusted EBITDA for the second quarter was $38.3 million as compared to $44.9 million in the second quarter of 2011.  The decrease was driven by higher selling, general and administrative expenses, including significant costs associated with operating as a public company, additional costs to support new contracts that have not fully ramped up, as well as a $2.2 million favorable recovery of bad debt expense in the prior year period. Adjusted Net Income was $20.8 million, resulting in Adjusted Diluted Earnings Per Share of $0.22, compared to $23.1 million, or $0.25 per share in the prior year period.

Randy Snyder, Wesco’s Chairman, President, and Chief Executive Officer said, “During the second quarter we reported modest year-on-year revenue growth, and continued to see the benefits of our long-term investment in international markets, with Rest of World revenue increasing over 20% in the quarter. 2012 continues to be an important year of transition for Wesco as we strengthen our public company functions and begin to ramp-

up several significant new contracts. We expect that, over time, these contracts will more than offset the revenues relating to the two programs completed in Charleston, SC last year. Excluding these two programs Wesco sales would have grown 14.3% in the first half of 2012.”

Financial Outlook

“As we have made progress in the implementation of several new contracts, we have found that the level of existing inventory at some customers was higher than expected. Due to this fact, it will take longer to reduce the inventory on-hand and ramp-up sales of products provided by Wesco. Because of this, we believe it is appropriate to revise our financial outlook for the full year based on what we are seeing today,” continued Snyder.

Wesco is revising its full year fiscal 2012 guidance for revenues of between $740-760 million, representing a growth rate of approximately 4-7% over 2011 results, or 12-15% excluding the Charleston programs.  Diluted EPS and Adjusted Diluted EPS are expected to be in the range of $0.88 to $0.93, and $0.92 to $0.97, respectively.  These EPS estimates are based on estimated 2012 fiscal year averages of 92.4 million basic shares and 95.6 million diluted shares.

Conference Call Information

The Company will hold a conference call to discuss its second quarter 2012 results at 5:00 p.m. EDT this afternoon. A live webcast of the call and accompanying slides may be accessed over the Internet from the Company’s website at www.wescoair.com under “Investor Relations.” Participants should follow the instructions provided on the website to download and install the necessary audio applications. The conference call also is available by dialing 866-804-6926 (domestic) or 1-857-350-1672 (international) and entering passcode 13013074.  Participants should ask for the Wesco Aircraft Holdings second quarter conference call.

A replay of the live conference call will be available approximately one hour after the call.  The replay will be available on the Company’s website or by dialing 1-888-286-8010 (domestic) or 1- 617-801-6888 (international) and entering the replay passcode 59412248.  The replay will be available on the Company’s website for one year and by telephonic replay until Monday, May 14, 2012.

About Wesco Aircraft

Wesco Aircraft is one of the world’s largest distributors and providers of comprehensive supply chain management services to the global aerospace industry. The Company’s services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time delivery and point-of-use inventory management.  The Company believes it offers the world’s broadest inventory of aerospace parts, comprised of approximately 475,000 different stock keeping units, including hardware,

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bearings, tools, electronic components and machined parts. Wesco Aircraft has more than 1,000 employees across 30 locations in 11 countries.

Contact Information:

Richard Zubek

Investor Relations

661-802-5078

InvestorRelations@wescoair.com

Non-GAAP Financial Information

‘‘Adjusted Net Income’’ represents Net Income before: (i) amortization of intangible assets, (ii) amortization or write-off of deferred financing costs and original issue discount, or OID, (iii) Carlyle Acquisition related non-cash stock-based compensation expense, (iv) unusual or non-recurring items and (v) the tax effect of items (i) through (iv) above calculated using an assumed effective tax rate.

“Adjusted Basic EPS” represents Basic EPS calculated using Adjusted Net Income as opposed to Net Income.

“Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to Net Income.

‘‘Adjusted EBITDA’’ represents Net Income before: (i) income tax provision, (ii) net interest expense, (iii) depreciation and amortization, (iv) Carlyle Acquisition related non-cash stock-based compensation expense and (v) unusual or non-recurring items.

Wesco utilizes and discusses Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA, which are non-GAAP measures our management uses to evaluate our business, because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. We believe these metrics are used in the financial community, and we present these metrics to enhance investors’ understanding of our operating performance. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to Net Income, determined in accordance with GAAP, as an indicator of operating performance. Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See below for a reconciliation of Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.

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Forward Looking Statements

Certain information in this news release contains forward-looking statements with respect to the Company’s financial condition, results of operations or business or its expectations or beliefs concerning future events. Such forward-looking statements include the discussions of the Company’s business strategies and the Company’s expectations concerning future operations, revenues, earnings per share, margins, profitability, liquidity and capital resources. In some cases, you can identify forward-looking statements by terminology such as “guidance,” “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although the Company believes that such forward-looking statements are reasonable, it cannot assure you that any forward-looking statements will prove to be correct. Such forward-looking statements involve risks, uncertainties, estimates and assumptions that may cause the Company’s actual results, performance or achievements to be materially different than those set forth in this news release. Additional information relating to factors that may cause actual results to differ from the Company’s forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as supplemented by the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011. The Company undertakes no obligation to update or revise forward-looking statements after the day of the release as a result of new information, future events or developments except as required by law.

Exhibits:

Exhibit 1:	Consolidated Statements of Income (Unaudited)
Exhibit 2:	Condensed Consolidated Balance Sheets (Unaudited)
Exhibit 3:	Condensed Consolidated Statements of Cash Flows (Unaudited)
Exhibit 4:	Non-GAAP Financial Information (Unaudited)

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Exhibit 1

Wesco Aircraft Holdings, Inc.

Consolidated Statements of Income (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended						Six Months Ended
	March 31,			March 31,			March 31,			March 31,
	2012			2011			2012			2011
Net sales	$	182,143		$	176,015		$	374,697		$	349,543
Cost of sales	118,068			108,588			237,350			215,417
Gross profit	64,075			67,427			137,347			134,126
Selling, general and administrative expenses	27,710			24,494			55,903			49,882
Income from operations	36,365			42,933			81,444			84,244
Interest expense, net	(5,831		)	(6,309		)	(12,345		)	(12,586		)
Other expense, net	(519		)	(693		)	(541		)	(177		)
Income before provision for income taxes	30,015			35,931			68,558			71,481
Provision for income taxes	(10,292		)	(13,993		)	(25,657		)	(27,873		)
Net income	$	19,723		$	21,938		$	42,901		$	43,608
Net income per share:
Basic	$	0.21		$	0.24		$	0.47		$	0.48
Diluted	$	0.21		$	0.24		$	0.45		$	0.47
Weighted average shares outstanding:
Basic	91,769			90,607			91,482			90,591
Diluted	95,621			92,672			95,298			92,636

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Exhibit 2

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Balance Sheets (UNAUDITED)

(In thousands)

	March 31,		September 30,
	2012		2011
Assets
Cash and cash equivalents	$	55,242	$	45,525
Accounts receivable, net	107,711		97,289
Inventories	500,445		483,062
Other current assets	19,201		11,740
Deferred income taxes	38,477		39,289
Total current assets	721,076		676,905
Long-term assets	616,624		624,480
Total assets	$	1,337,700	$	1,301,385
Liabilities and Stockholders’ Equity
Accounts payable	$	68,007	$	53,069
Other current liabilities	12,218		18,664
Income taxes payable	1,965		1,144
Capital lease obligations—current portion	1,471		2,069
Total current liabilities	83,661		74,946
Long-term liabilities	575,730		597,968
Total liabilities	659,391		672,914
Total stockholders’ equity	678,309		628,471
Total liabilities and stockholders’ equity	$	1,337,700	$	1,301,385

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Exhibit 3

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (UNAUDITED)

(In thousands)

	Six Months Ended
	March 31,			March 31,
	2012			2011
Cash flows from operating activities
Net income	$	42,901		$	43,608
Adjustments to reconcile net income to net cash provided by operating activities
Non-cash items	7,913			8,800
Changes in assets and liabilities
Accounts receivable	(10,099		)	(14,803		)
Income taxes receivable	(3,024		)	(1,671		)
Inventories	(18,073		)	(2,597		)
Prepaid expenses and other assets	(2,575		)	(166		)
Accounts payable	14,856			(4,728		)
Accrued expenses and other liabilities	(5,156		)	(924		)
Income taxes payable	784			(3,862		)
Net cash provided by operating activities	27,527			23,657
Cash flows from investing activities
Purchases of property and equipment	(1,192		)	(2,761		)
Proceeds from sale of equipment	2,759			—
Net cash provided by (used in) investing activities	1,567			(2,761		)
Cash flows from financing activities
Repayments of long-term debt, net	(25,000		)	(14,000		)
Repayment of capital lease obligations	(1,037		)	(875		)
Excess tax benefit related to stock options exercised	1,778			—
Proceeds from exercise of stock options	4,782			—
Net cash used in financing activities	(19,477		)	(14,875		)
Effect of foreign currency exchange rates on cash and cash equivalents	100			186
Net decrease in cash and cash equivalents	9,717			6,207
Cash and cash equivalents, beginning of period	45,525			39,463
Cash and cash equivalents, end of period	$	55,242		$	45,670

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Exhibit 4

Wesco Aircraft Holdings, Inc.

Non-GAAP Financial Information (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended						Six Months Ended
	March 31,			March 31,			March 31,			March 31,
	2012			2011			2012			2011
EBITDA & Adjusted EBITDA
Net income	$	19,723		$	21,938		$	42,901		$	43,608
Provision for income taxes	10,292			13,993			25,657			27,873
Interest and other, net	5,831			6,309			12,345			12,586
Depreciation and amortization	2,249			2,521			4,631			4,629
EBITDA	38,095			44,761			85,534			88,696
Carlyle Acquisition related non-cash stock-based compensation expense	—			175			—			351
Unusual or non-recurring items	205			—			205			—
Adjusted EBITDA	$	38,300		$	44,936		$	85,739		$	89,047
Adjusted Net Income
Net income	$	19,723		$	21,938		$	42,901		$	43,608
Amortization of intangible assets	923			925			1,845			1,848
Amortization of deferred financing costs	601			853			1,600			1,925
Carlyle Acquisition related non-cash stock-based compensation expense	—			175			—			351
Unusual or non-recurring items	205			—			205			—
Adjustments for tax effect (assumed rate of 40%)	(692		)	(782		)	(1,460		)	(1,650		)
Adjusted Net Income	$	20,760		$	23,109		$	45,091		$	46,082
Adjusted Basic Earnings Per Share
Weighted-average number of basic shares outstanding	91,769			90,607			91,482			90,591
Adjusted Net Income Per Basic Shares	$	0.23		$	0.26		$	0.49		$	0.51
Adjusted Diluted Earnings Per Share
Weighted-average number of diluted shares outstanding	95,621			92,672			95,298			92,636
Adjusted Net Income Per Diluted Shares	$	0.22		$	0.25		$	0.47		$	0.50

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EX-99.2

Exhibit 99.2

Second Quarter 2012 Conference Call May 7, 2012

2 Agenda Introduction Company Highlights Business Update Financial Overview Questions & Answers Richard Zubek Investor Relations Randy Snyder Chairman, Chief Executive Officer and President Hal Weinstein Executive Vice President, Sales and Marketing Greg Hann Executive Vice President, Chief Financial Officer

3 Disclaimer Safe Harbor Statement The following information contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995). Most forward-looking statements contain words that identify them as forward-looking, such as “may”, “plan”, “seek”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “project”, “opportunity”, “target”, “goal”, “growing” and “continue” or other words that relate to future events, as opposed to past or current events. By their nature, forward-looking statements are not statements of historical facts and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These statements give Wesco Aircraft’s current expectation of future events or its future performance and do not relate directly to historical or current events or Wesco Aircraft’s historical or future performance. As such, Wesco Aircraft’s future results may vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this presentation, possibly to a material degree. Wesco Aircraft cannot assure you that the assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term financial goals will be realized. All forward-looking statements included in this presentation speak only as of the date made, and Wesco Aircraft undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise. In particular, Wesco Aircraft cautions you not to place undue weight on certain forward-looking statements pertaining to potential growth opportunities, long-term financial projections or goals, future growth or the value we currently ascribe to certain attributes set forth herein. Actual results may vary significantly from these statements. Wesco Aircraft’s business is subject to numerous risks and uncertainties, which may cause future results of operations to vary significantly from those presented herein, including those highlighted in the section entitled “Risk Factors” in Wesco Aircraft’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011. Wesco Aircraft discloses Adjusted EBITDA and Adjusted Net Income, which are non-GAAP measures its management uses to evaluate its business, because it believes they assist investors and analysts in comparing its performance across reporting periods on a consistent basis by excluding items that Wesco Aircraft does not believe are indicative of its core operating performance. Wesco Aircraft believes these metrics are used in the financial community, and it presents these metrics to enhance investors’ understanding of its operating performance. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to net income, determined in accordance with GAAP, as an indicator of operating performance. See the Appendix for reconciliations of Adjusted EBITDA, Adjusted Net Income, Adjusted Basic Earnings Per Share and Adjusted Diluted Earnings Per Share to the most directly comparable financial measures calculated and presented in accordance with GAAP.

4 Second Quarter and First Half 2012 Highlights Second quarter revenues of $182.1 million, up 3.5% compared to Q2 2011 Rest of World segment revenues up by 22.8% year-over-year First half revenues of $374.7 million, up 7.2% compared to 1H 2011 Excluding the two completed Charleston programs, revenue growth would have been 14.3% Second quarter and first half 2012 Adjusted EBITDA of $38.3 million and $85.7 million, respectively Adjusted Net Income for the second quarter and first half 2012 of $20.8 million and $45.1 million, respectively Second quarter and first half 2012 Adjusted diluted EPS of $0.22 and $0.47, respectively

5 Second Quarter and First Half 2012 Financial Results Second quarter revenue of $182.1 million, up 3.5% year over year Rest of World increased 22.8% compared to the prior year period LTA revenues increased from 30% to 37% of total sales First half revenue of $374.7 million, up 7.2% year over year Rest of World increased 25.9% compared to prior year period LTAs increased from 30% to 35% of total sales +3.5% Revenue Revenue Mix +7.2% 32% 23% 30% 37% 38% 40% Q2 2011 Q2 2012 JIT LTA Adhoc $349.5 $374.7 1H 2011 1H 2012 32% 27% 30% 35% 38% 38% 1H 2011 1H 2012 JIT LTA Adhoc $176.0 $182.1 Q2 2011 Q2 2012

6 Second Quarter and First Half 2012 Financial Results Adjusted EBITDA for Q2 2012 of $38.3 million, compared to $44.9 million in Q2 2011 SG&A expenses for the quarter increased $3.2 million (to 15.2% of sales) compared to the prior year period (13.9% of sales) Adjusted EBITDA for 1H 2012 of $85.7 million, compared to $89.0 million in 1H 2011 SG&A expenses for the first half of 2012 increased $6.0 million (to 14.9% of sales) compared to the prior year period (14.3% of sales) Adjusted Net Income for Q2 and 1H 2012 of $20.8 million and $45.1 million, respectively Adjusted Diluted EPS for Q2 and 1H 2012 of $0.22 and $0.47, respectively Adjusted EBITDA Adjusted Diluted EPS $44.9 $38.3 Q2 2011 Q2 2012 $0.25 $0.22 Q2 2011 Q2 2012 $89.0 $85.7 1H 2011 1H 2012

7 Full Year 2012 Outlook We are revising our full year 2012 outlook Revenue forecast (in millions): $760 - $785 $740 - $760 Diluted EPS forecast: $0.98 - $1.02 $0.88 - $0.93 Adjusted Diluted EPS forecast: $1.03 - $1.07 $0.92 - $0.97 Full Year 2012 Outlook Current Guidance Previous Guidance

Appendix 8

9 Non-GAAP Financial Information “Adjusted Net Income” represents Net Income before: (i) amortization of intangible assets, (ii) amortization of inventory step-up, (iii) amortization or write-off of deferred financing costs and original issue discount, or OID, (iv) Carlyle Acquisition related non-cash stock-based compensation expense, (v) unusual or non-recurring items and (vi) the tax effect of items (i) through (v) above calculated using an assumed effective tax rate. “Adjusted Basic EPS” represents Basic EPS calculated using Adjusted Net Income as opposed to Net Income. “Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to Net Income. “Adjusted EBITDA” represents Net Income before: (i) income tax provision, (ii) net interest expense, (iii) depreciation and amortization, (iv) amortization of inventory step-up, (v) Carlyle Acquisition related non-cash stock-based compensation expense and (vi) unusual or non-recurring items. Wesco utilizes and discusses Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA, which are non-GAAP measures our management uses to evaluate our business, because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. We believe these metrics are used in the financial community, and we present these metrics to enhance investors’ understanding of our operating performance. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to Net Income, determined in accordance with GAAP, as an indicator of operating performance. Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See below for a reconciliation of Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.

10 Non-GAAP Financial Information March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011 EBITDA & Adjusted EBITDA Net income $19,723 $21,938 $42,901 $43,608 Provision for income taxes 10,292 13,993 25,657 27,873 Interest and other, net 5,831 6,309 12,345 12,586 Depreciation and amortization 2,249 2,521 4,631 4,629 EBITDA 38,095 44,761 85,534 88,696 Carlyle Acquisition related non-cash stock-based compensation expense - 175 - 351 Unusual or non-recurring items 205 - 205 - Adjusted EBITDA $38,300 $44,936 $85,739 $89,047 Adjusted Net Income Net income $19,723 $21,938 $42,901 $43,608 Amortization of intangible assets 923 925 1,845 1,848 Amortization of deferred financing costs 601 853 1,600 1,925 Carlyle Acquisition related non-cash stock-based compensation expense - 175 - 351 Unusual or non-recurring items 205 - 205 - Adjustments for tax effect (assumed rate of 40%) (692) (782) (1,460) (1,650) Adjusted Net Income $20,760 $23,109 $45,091 $46,082 Adjusted Basic Earnings Per Share Weighted-average number of basic shares outstanding 91,769 90,607 91,482 90,591 Adjusted Net Income Per Basic Shares $0.23 $0.26 $0.49 $0.51 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 95,621 92,672 95,298 92,636 Adjusted Net Income Per Diluted Shares $0.22 $0.25 $0.47 $0.50 Wesco Aircraft Holdings, Inc. Non-GAAP Financial Information (UNAUDITED) (In thousands, except for per share data) Three Months Ended Six Months Ended