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Triumph Group

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FY2008 Annual Report · Triumph Group
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Triumph Group, Inc. |  2008 Annual Report

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One name. Many solutions.

 
 
 
 
 
 
 
 
 
 
 
 
In fiscal 2008, as we marked our 15th anniversary, Triumph set records in every key

performance measure. 

(cid:129) Net sales in fiscal 2008 totaled more than $1.15 billion, a 23% increase over 

fiscal 2007. Revenues reflected a balanced mix among the key market sectors 

of our industry. 

(cid:129) Operating income exceeded $126.3 million in fiscal 2008, a 35% increase over 

fiscal 2007.

(cid:129) Income from continuing operations grew 49% to $75.7 million, or $4.32 per diluted

share – up from $3.11 per share last year.

(cid:129) During fiscal 2008, Triumph generated $51.1 million of cash flow from operations. 

(cid:129) Our balance sheet remains exceptionally strong, with a debt-to-capitalization 

ratio of 37%.

(cid:129) Backlog, the value of firm orders under contract for delivery over the next two years,

increased 13% to a record $1.3 billion in fiscal 2008. Our top ten programs measured

by backlog display a balanced mix of commercial and military platforms. 

We owe our success to a clear strategic vision and our unique operating philosophy

that values and rewards the many contributions of our operating companies,

employees, suppliers, customers and investors.

Triumph Group, Inc., headquartered in
Wayne, Pennsylvania, is comprised 
of 33 highly specialized aerospace
manufacturing and maintenance, repair and
overhaul companies, providing integrated
solutions to the global aerospace market.

Triumph companies design, engineer,
manufacture, repair and overhaul a 
broad portfolio of aircraft components,
accessories and assemblies. All companies
share the Triumph name and a common
commitment to integrity, innovation, quality
and service.

Major Markets

Top Ten Platforms
as of March 31, 2008
(based on backlog)

1. Boeing 777

2. Boeing 737 NG

3. Boeing 787

4.

5.

6.

CH-47 

UH60

V-22

7. Airbus A320/321 

8. Boeing C-17

9. Boeing 747

10. Airbus A380

  44%   Commercial Aerospace 

  33%  Military

  9%  Business Jets

  9%  Non-Aviation

  5%  Regional Jets

Financial Highlights
(Dollars in thousands, except per share data)

Results for Year:

Sales

Income from Continuing Operations

% of Sales

Income Tax Expense
Interest Expense & Other
Operating Income
% of Sales

Depreciation & Amortization
Earnings before Interest, Taxes, Depreciation & Amortization*

% of Sales

Net Income

% of Sales

Earnings per Share – Diluted:
Income from Continuing Operations
Loss from Discontinued Operations
Net Income

March 08
$1,151,090

$

75,742
7%
37,161
13,422
$ 126,325
11%
43,215
$ 169,540
15%

$

$

$

67,274
6%

4.32
(0.48)
3.84

March 07
$ 937,327

$ 50,976
5%
26,129
16,794
$ 93,899
10%
35,703
$ 129,602
14%

$ 47,071
5%

March 06
$ 749,368

$ 39,259
5%
11,608
10,304
$ 61,171
8%
30,827
$ 91,998
12%

$ 34,515
5%

$

$

3.11
(0.24)
2.87

$

$

2.45
(0.30)
2.15

Weighted Shares – Diluted (in thousands)

17,540

16,413

16,060

Capital Expenditures

Year-End Position:
Working Capital
Current Ratio

Property & Equipment at cost
Property & Equipment, net

Debt
Cash
Net Debt
Stockholders’ Equity
Capital
Net Debt to Capital Ratio

Book Value per Common Share

Employees
Sales per Employee

$

62,368

$ 59,191

$ 27,991

$ 404,180
2.9

$ 515,523
$ 324,095

$ 419,813
13,738
$ 406,075
692,729
$1,098,804
37%

$

$

41.94

5,572
207

$ 317,451
2.7

$ 443,575
$ 283,681

$ 316,183
7,243
$ 308,940
627,363
$ 936,303
33%

$

$

38.09

5,010
187

$ 256,480
2.6

$ 358,936
$ 225,321

$ 161,417
5,643
$ 155,774
563,703
$ 719,477
22%

$

$

35.21

4,034
186

* Management believes that earnings before interest, taxes, depreciation and amortization (“EBITDA”) provides the reader a good measure of cash generated from the operations of the
 business before any  investment in working capital or fixed assets.

Sales

1
5
1
,
1

7
3
9

9
4
7

Cash Flow from
Operations 

1
5

5
4

0
4

EBITDA

Backlog

0
7
1

0
3
1

2
9

8
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2
,
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2
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1

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8

06 

07 

08

06 

07 

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06 

07 

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06 

07 

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1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fellow Stockholders:

As we celebrate our 15th anniversary and mark the
achievement of $1 billion in revenues, I am pleased to
report that fiscal 2008 was Triumph’s most successful
year ever. We not only exceeded the results achieved
in fiscal 2007, but also established records in virtually
every important performance measure.

Second is growing demand for rotorcraft for both military
and civilian use. Current U.S. military conflicts around the
world are making extensive use of rotorcraft in extremely
difficult environments. Replacement rates are likely to
remain high for the foreseeable future, even in the
eventual aftermath of these conflicts.

Since Triumph’s inception in 1993, we’ve extended and
expanded our boundaries by acquiring some of the world’s
finest privately-held aerospace companies and have
created an environment where all can thrive together.
We’ve managed Triumph according to a somewhat
unconventional philosophy that places a great deal of
discretion and accountability with our individual companies.
This approach has allowed us to work together to serve
our customers, provide opportunities for our employees
and suppliers, and create value for our investors.

Our philosophy has served us well. By
almost any standard, Triumph has enjoyed
exceptional success throughout our
relatively short history – achieving
compound annual growth of 18% in
revenues and 22% in operating income
over a 15-year time span. Even more
important, we’ve established a foundation
for solid performance in the years ahead.

Industry Outlook

The outlook for our industry is extremely
positive, as build rates remain strong.
Widely-reported production delays in
next-generation aircraft may actually
serve to extend the current build cycle.
This could benefit Triumph by moderating
future fluctuations in aircraft production.

Although the aviation industry is cyclical, the majority of
our business is derived from long-standing customers
with well-established platforms that produce consistent
revenue and income. Triumph continues to build and
maintain our reputation as a trusted and reliable supplier.

Our Aerospace Systems Group is well positioned to
capitalize on a number of emerging industry trends.
First, as the price of jet fuel has doubled in just the past
year, our customers are placing greater emphasis on
technologies able to increase fuel efficiency. Triumph’s
proficiency in both lightweight composite materials and
airframe structures provides an opportunity to work with
our customers to address these important concerns.

Third, demand for light jets for private and commercial
use continues to grow rapidly, as short-distance, niche
markets proliferate. Triumph maintains an active role in
supplying components and services to several key
platforms in this emerging market.

Our Aftermarket Services Group is prepared to meet
additional demand for maintenance, repair and overhaul
(MRO) services as the global commercial fleet ages and
platforms like the 737NG, 777 and the A-320 family all
come off warranty and are placed on standard
maintenance schedules. Airlines and air cargo carriers
continue to perform at high levels, albeit in a highly
competitive marketplace beset by rising fuel prices and
ever-tightening margins. 

We expect that recent attention to safety concerns will
drive our customers to focus less on price and more
on quality and performance. As airlines are driven to
adopt more disciplined inspection schedules, Triumph’s
value proposition – founded on safety, reliability and
service – becomes increasingly attractive. 

Partners in Performance

As we pass the $1 billion milestone in annual revenues,
I am frequently asked if we plan to change our
operating philosophy and become more centralized to
take greater advantage of our size. This question, while
timely, overlooks the strengths of an approach that has
served our company and all our stakeholders extremely
well through the years. 

Our philosophy is successful because it allows us to
act as a large corporation and as a small company at
the same time. While Triumph management establishes
the overall direction for the entire organization, each
individual company has broad latitude and discretion to
apply our strategies in ways that make sense for their
own customers and markets. Because our operating
companies are extremely nimble and responsive to
changing market conditions, Triumph as a whole is also
highly adaptive and flexible.

At the same time, Triumph acts as a large corporation
by presenting a common face and a single point of
contact to our customers. Our companies are able to
share knowledge and collaborate together to meet a
broader range of customer needs than any one
company could serve on its own.

RICHARD C. ILL
President and 
Chief Executive Officer

C O R E   P H I L O S O P H Y

To protect the integrity of the individual companies
and the products and services they provide, 
while offering each company the advantages 
of being part of a larger entity.

2

An evolving fleet and increased fuel costs challenge 

commercial aviation as carriers seek

innovative manufacturing and maintenance solutions. 

Today’s commercial aviation fleet
faces new demands for greater
efficiency. Triumph’s design and
engineering know-how, along
with our expertise in lightweight
composite materials, allows us to
collaborate with both OEM and
MRO customers to identify cost-
saving opportunities.

C O C K P I T   C O N S O L E

C F 6 - 8 0 C 2   R E V E R S E R

C O C K P I T   G L A R E S H I E L D

A composite translating sleeve
for the CF6-80C2 reverser is
lighter in weight, does not
corrode and is much easier to
repair than its aluminum
predecessor. The sleeve is
compatible with the 747, 767,
MD-11 and A-300 platforms.

3

U.S. military conflicts around the world

are making extensive use of rotorcraft

in extremely difficult environments.

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V- 2 2   H Y D R A U L I C   S TA R T E R   M O T O R

V- 2 2   A C T U AT O R

Demand for both new production
and MRO services has risen
dramatically as rotorcraft
equipment deteriorates due to
heavy utilization in current
military conflicts. Rotorcraft
account for three of Triumph’s
top ten platforms in terms of
backlog. 

(Above) The V-22 Osprey 
tilt rotor aircraft

4

 
 
 
 
 
 
 
 
 
 
Partnerships with Our Companies

The value we create for our customers lies in integrating
outstanding technology and the exceptional know-how
of our people in the service of our customers. 

The foundation of our operating philosophy is the
entrepreneurial spirit of our companies. Many of our
companies share a common ancestry that dates back
to the formative years of today’s aerospace industry. 
As aircraft manufacturers and airlines were established
throughout the United States, a network of cottage
industries grew up around major aviation hubs to
provide an array of goods and services. Among them
were local specialty manufacturers who saw enormous
potential in this rapidly growing industry. 

Managing such a company demanded a special breed
of entrepreneur. It required an investment in both the
latest machinery and tools, and in the talented people
required to run them. Outstanding customer service
wasn’t a goal to which a company aspired; it was a
prerequisite for doing business. Running such a
company required the ability to seek out new business
wherever it might be found, the tenacity to drive a hard
bargain, and an instinct for efficiency that made
frugality a basic fact of day-to-day business. 

These fundamental entrepreneurial survival skills are
present in the very core of all the companies that have
joined Triumph through the years. We make every 
effort to preserve and leverage these qualities by
emphasizing responsibility and accountability at the
individual company level. 

In return, Triumph provides our companies with
advantages they could never enjoy on their own –
access to capital markets, the ability to invest in new
capabilities and increased capacity, access to new
markets and attractive employee benefits. These tools
allow them to compete effectively in today’s highly
competitive marketplace.

Partnerships with Our Employees

Being part of Triumph, our companies are able to
attract and retain the very best people available.
Triumph offers employees an excellent compensation
package that compares favorably with those offered by
larger corporations. 

However, some of the most important advantages of
working at Triumph are not measured in dollars and
cents. Many companies talk a great deal about
personal accountability and empowerment. At Triumph,
we actually put these ideas into practice.

Our employees don’t need to request permission to go
the extra mile for a customer – so long as their actions
are anchored in our values of integrity, innovation, quality
and service. Not only are employees empowered to take
the initiative; they are expected to take the initiative.

Likewise, since our 5,600 employees are distributed
among 33 companies, we’re able to maintain close,
personal relationships at each work site. Our people
know one another by name. There’s no multi-level
corporate bureaucracy. When there are problems,
management hears about it first hand. Communication
is direct, personal and timely. Decisions are quickly
translated into results. 

Partnerships with Suppliers

Each of our companies regularly augments its own
expertise with the skills and capabilities of a wide range
of suppliers. Indeed, materials and services obtained
from suppliers can account for a significant portion of
product cost and have a major impact on delivery
schedules. Our suppliers are a cornerstone of our
ability to provide world class products and services to
our customers, and are an important key to production
flexibility, warranties, inventory/asset turns and
transportation costs.

Triumph companies work with literally thousands of
suppliers worldwide. All our companies have pooled
their supplier information in a web-based procurement
system. This allows us to request bids for materials
and components from multiple suppliers simultaneously
– with confidence that the supplier has an established
relationship with one of our Triumph companies. 

Partnerships with Customers

Triumph’s capabilities are specifically designed for the
needs of today’s aerospace manufacturers and
commercial and military fleets. As the industry moves
toward a business model characterized by outsourcing
entire assemblies and systems – including design,
engineering, manufacturing and repair – Triumph is
ideally positioned to meet these needs as they evolve. 

Since 2006, all our companies have shared the
Triumph name and a common commitment to work
together to serve our customers. Indeed, among the
fastest-growing segments of our business are sales
involving two or more Triumph companies working
together to achieve a result that neither could
accomplish on their own.

In February 2008, Triumph
Structures-Long Island, the
former B. & R. Machine &
Tool Corp., joined our
Aerospace Systems Group.
This latest acquisition
enhances Triumph’s ability
to provide state-of-the-art
high-speed machining
processes to our major
airframe customers.

C O R E   S T R A T E G I E S

(cid:129) Continually add products and services.
(cid:129) Expand operating capacity.
(cid:129) Acquire aggressively.
(cid:129) Market our complete portfolio of capabilities.
(cid:129) Expand internationally.

5

To meet our customers’ needs, we assemble project
teams that draw on the expertise of all Triumph
companies as required – all through a single point of
contact. The Triumph project team becomes, in effect,
an ad hoc enterprise specifically designed and solely
dedicated to meeting the customer’s requirements. The
team provides a comprehensive systems solution,
integrating procurement, design, engineering,
manufacturing and assembly – including on-site
support at a customer’s location when required. 

Likewise, our Group marketing capabilities allow
Triumph to cross-sell the products and services of
individual companies to our entire customer base. Our
companies gain access to new markets, while
customers benefit from the ability to meet more of their
needs from a single source. This allows them to reduce
their number of suppliers and increase efficiency.

Similarly, air carriers are able to bundle complete
packages of maintenance and repair services, drawing
on the capabilities and services of all our Aftermarket
Services companies through a single point of contact.
In addition, Triumph offers customers a range of
inventory and asset management services that no
individual company could provide on its own. These
capabilities now extend to the Asian market through
Triumph’s MRO facility in Bangkok, Thailand.

Partnerships with Investors

There has never been any confusion that the mission of
the Triumph Group is to enhance shareholder value.
Just as the consistency of our operating philosophy
and business strategy has defined our relationships
with our companies, our employees, our suppliers and
our customers, it has been the driving force in our
partnership with investors as well. 

That’s why we manage Triumph to protect the financial
integrity of our company at all times – regardless of
external events, the state of the economy, or the overall
health of the aerospace industry.

(cid:129) We operate as a decentralized alliance of operating

companies, where the management of each Triumph
company is accountable for achieving excellent
financial performance. Each company is responsible
for its own contribution to Triumph’s results.

(cid:129) We value the agility that comes from few

management layers, close customer relationships
and hands-on attention to detail. At the same time,
we leverage the Triumph brand and approach our
customers through a single point of contact as one
company offering many solutions.

(cid:129) Triumph maintains a diversified mix of customers
throughout the aerospace industry. No single
market sector, company or platform dominates 
our business. The vast majority of our business is
devoted to long-established platforms which
produce steady, consistent earnings. 

(cid:129) We maintain a strong balance sheet that minimizes

risk and allows us to take advantage of opportunities
as they arise. In fiscal 2008, for example, we 
took action to buy back stock in order to enhance
shareholder return.

(cid:129) We value and respect our employees, because we

fully understand that they represent the real strength
of our company. It is their expertise and know-how
that creates value for our customers and ultimately
for our investors.

Looking to the Future

Triumph’s business strategy and decentralized
operating philosophy have served us well for 15 years.
They have given us the ability to adapt and change to
meet the needs of a rapidly evolving marketplace. 

Few industries have witnessed the degree of change
we’ve seen in aerospace manufacturing, air travel and
air freight. Who would have predicted that today two
giant companies would dominate the global aerospace
industry? Who saw the looming challenges of
globalization? Who could have forecast the 9/11
disaster and its effects on air travel? Who knew that
the cost of aviation fuel would skyrocket beyond all
expectations? Who would have confidently predicted
an industry operating at near-full-capacity in a difficult
and volatile economy?

Triumph’s unique alliance of companies has provided
solutions to address the ongoing and continuing
challenges in our industry. I have no doubt that 15
years from now we’ll look back at an entirely different,
equally unpredictable set of questions. I also have no
doubt that the people and companies of the Triumph
Group will continue to find the answers.

To our investors. To our customers. To our suppliers.
To our employees.

Thank you.

RICHARD C. ILL 
President and Chief Executive Officer

6

Demand for light jets for private and

commercial use continues to grow rapidly.

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As major airlines focus on 
longer, established routes, a new
generation of affordable light jets
provides the flexibility to reach
virtually any destination. Triumph
provides parts and components
for a number of platforms in this
emerging market. 

M A I N   L A N D I N G   G E A R  

Triumph collaborated with Cirrus
Design Corporation in the design
and manufacture of both the
nose and main landing gear
assemblies for “The-Jet”, a new-
generation personal jet aircraft.

7

N O S E   L A N D I N G   G E A R  

 
 
 
 
Company Directory

Triumph Aerospace Systems –

Seattle

System engineering and integration for
landing gear, hydraulic, deployment, cargo
door and electromechanical type systems.
Capabilities include design, analysis and
testing to support these types of systems   
and components.
Don P. Fowler, President
E-mail: dfowler@triumphgroup.com
Phone: 425-636-9001
Redmond, Washington

Triumph Aerospace Systems –

Wichita

Designs and manufactures aircraft
windows, sheet metal assemblies (wing
spars and leading edges), pilot/co-pilot
control wheels, cockpit sunvisors and
structural composite parts for the
aerospace industry.
James E. Lee, President
E-mail: jlee@triumphgroup.com
Phone: 800-379-6840
Wichita, Kansas

Triumph Composite Systems
Manufactures interior non-structural
composites for the aviation industry,
including environmental control system
ducting, floor panels, aisle stands 
and glareshields.
Timothy A. Stevens, President
E-mail: tstevens@triumphgroup.com
Phone: 509-623-8100
Spokane, Washington

Triumph Controls
Designs and manufactures mechanical
and electromechanical control systems.
William Bernardo, President
E-mail: bbernardo@triumphgroup.com
Phone: 215-699-4861
North Wales, Pennsylvania
Phone: 317-421-8760
Shelbyville, Indiana

Triumph Fabrications – Fort Worth
Manufactures metallic/composite bonded
components and assemblies.
M. Anthony Johnson, President
E-mail: tjohnson@triumphgroup.com
Phone: 817-451-0620
Fort Worth, Texas

Triumph Fabrications – Hot Springs
Produces complex sheet metal parts and
assemblies, titanium hot forming,
metallic/composite bonding and performs
chem-milling and other metal finishing
processes.
M. Anthony Johnson, President
E-mail: tjohnson@triumphgroup.com
Phone: 501-321-9325
Hot Springs, Arkansas

Triumph Fabrications – Shelbyville
Produces aircraft fuselage skins, leading
edges and web assemblies through the
stretch forming of sheet, extrusion, rolled
shape and light plate metals.
Donald E. Kendall, President
E-mail: dkendall@triumphgroup.com
Phone: 317-398-6684
Shelbyville, Indiana

Triumph Fabrications – San Diego
Triumph Fabrications – Phoenix
Produces complex welded and riveted
sheet metal assemblies for aerospace
applications. Components include exhaust
systems, ducting, doors, panels, control
surfaces and engine components.
Mark Gobin, President
E-mail: mgobin@triumphgroup.com
Phone: 619-440-2504
El Cajon, California
Phone: 480-449-5820
Chandler, Arizona

Triumph Gear Systems – Park City
Triumph Gear Systems – Macomb
Specializes in the design, development,
manufacture, sale and repair of gearboxes,
high-lift flight control actuators, 
gear-driven actuators and gears for 
the aerospace industry.
Carla Bowman, President
E-mail: cbowman@triumphgroup.com
Phone: 586-781-2800
Macomb, Michigan
Phone: 435-649-1900
Park City, Utah

Triumph Northwest
Machines and fabricates refractory,
reactive, heat and corrosion-resistant
precision products.
Clyde Forrest, President
E-mail: cforrest@triumphgroup.com
Phone: 541-926-5517
Albany, Oregon

Triumph Processing
Provides high-quality finishing services to
the aerospace, military and commercial
industries.
Peter J. LaBarbera, President
E-mail: plabarbera@triumphgroup.com
Phone: 323-563-1338
Lynwood, California

Triumph Structures – Kansas City
Manufactures precision machined parts
and mechanical assemblies for the
aviation, aerospace and defense industries.
David Soper, President
E-mail: dsoper@triumphgroup.com
Phone: 816-763-8600
Grandview, Missouri

Triumph Structures – Long Island
Manufactures high quality structural 
and dynamic parts and assemblies for
commercial and military aerospace
programs.
Lenny Gross, President
E-mail: lgross@triumphgroup.com
Phone: 516-997-5757
Westbury, New York

Triumph Structures – Los Angeles
Manufactures long structural components
such as stringers, cords, floor beams and
spars for the aviation industry. Machines,
welds and assembles large complex
precision structural components.
Kevin Dahlin, President
E-mail: kdahlin@triumphgroup.com
Phone: 626-965-1630
City of Industry, California
Phone: 818-341-1314
Chatsworth, California
Phone: 626-965-1630
Walnut, California

Triumph Structures – Wichita
Specializes in complex, high speed
monolithic precision machining, turning,
subassemblies and sheet metal
fabrication, serving domestic and
international aerospace customers.
Phone: 316-942-0432
Wichita, Kansas

Triumph Thermal Systems
Designs, manufactures and repairs aircraft
thermal transfer components and systems.
Michael Perhay, President
E-mail: mperhay@triumphgroup.com
Phone: 419-273-2511
Forest, Ohio

Triumph Aftermarket
Services Group
John Brasch, Group President
Phone: 602-659-7301
E-mail: jbrasch@triumphgroup.com
Mike Abram, Senior Vice President
Phone: 501-262-1555
E-mail: mabram@triumphgroup.com

Triumph Accessory Services – 

Wellington

Provides maintenance services for aircraft
heavy accessories and airborne electrical
power generation devices, including
constant speed drives, integrated drive
generators, air cycle machines and
electrical generators.
Robert Bierk, President
E-mail: bbierk@triumphgroup.com
Phone: 620-326-2235
Wellington, Kansas
Phone: 414-543-5604
Milwaukee, Wisconsin

Triumph Accessory Services – 

Grand Prairie

Provides maintenance services for engine
and airframe accessories including a
variety of engine gearboxes, pneumatic
starters, valves and drive units, hydraulic
actuators, lube system pumps, fuel
nozzles, fuel pumps and fuel controls.
Kevin Murphy, President
E-mail: kmurphy@triumphgroup.com
Phone: 972-641-4677
Grand Prairie, Texas

Triumph Air Repair
Repairs and overhauls auxiliary power
units (APUs) and related accessories.
John Jenson, President
E-mail: jjenson@triumphgroup.com
Phone: 602-437-1144
Phoenix, Arizona

Triumph Airborne Structures
Repairs and overhauls fan reversers,
nacelle components, flight control surfaces
and other aerostructures.
Mike Abram, President
E-mail: mabram@triumphgroup.com
Phone: 501-262-1555
Hot Springs, Arkansas

Triumph Aviation Services – Asia
Repairs and overhauls complex aircraft
operational components, such as auxiliary
power units (APUs), nacelles, constant
speed drives, fan reversers and related
accessories.
Remy Maitam, President
E-mail: rmaitam@triumphgroup.com
Phone: 011 66 38 465 070
Chonburi, Thailand

Triumph Engines – Tempe
Designs, engineers, manufactures, repairs
and overhauls aftermarket aerospace gas
turbine engine components and provides
repair services and aftermarket parts and
services to aircraft operators, maintenance
providers and third-party overhaul facilities.
Elizabeth Rakestraw, President
E-mail: erakestraw@triumphgroup.com
Phone: 602-438-8760
Tempe, Arizona

Triumph Instruments – 

Burbank

Repairs and overhauls aircraft
instrumentation, power systems and
avionics. Distributes and repairs aircraft
smoke detectors and industrial
instrumentation.
Robert Bierk, President
E-mail: bbierk@triumphgroup.com
Phone: 818-246-8431
Burbank, California

Triumph Instruments – 
Ft. Lauderdale
Triumph Instruments – 

Austin

Specializes in the repair, overhaul and
exchange of electromechanical and
pneumatic aircraft instruments.
David G. Vorsas, President
E-mail: dvorsas@triumphgroup.com
Phone: 954-772-4559
Fort Lauderdale, Florida
Phone: 512-218-1900
Austin, Texas

Triumph Interiors 
Refurbishes and repairs aircraft interiors
such as sidewalls, ceiling panels, galleys
and overhead storage bins and
manufactures a full line of PMA interior
lighting and plastic components.
Mike Abram, President
E-mail: mabram@triumphgroup.com
Phone: 412-788-4200
Oakdale, Pennsylvania
Phone: 972-623-3344
Grand Prairie, Texas
Phone: 011 35 361 472711
Shannon, Ireland

Triumph Logistics 
Provides distribution, exchange and lease
programs for auxiliary power units (APUs),
APU components and other components
supported by Triumph Group Companies.
Lee R. Jacobs, President
E-mail: ljacobs@triumphgroup.com
Phone: 602-470-7226
Phoenix, Arizona
Phone: 011 44 1256 337640
Basingstoke, England 

Triumph San Antonio 
Support Center

Provides maintenance services for aircraft
ground support equipment.
Robert Bierk, President
E-mail: bbierk@triumphgroup.com
Phone: 210-932-6700
San Antonio, Texas

Triumph Aerospace
Systems Group
Jeffry D. Frisby, Group President
Phone: 336-766-9036
E-mail: jfrisby@triumphgroup.com

Construction Brevetees
d’Alfortville (C.B.A.)

Manufactures mechanical ball bearing
control assemblies for the aerospace,
ground transportation, defense and 
marine industries.
Michel Pommey, President
E-mail: mpommey@triumphgroup.com 
Phone: 011 33 1 4375 2053
Alfortville, France

Triumph Actuation Systems –

Clemmons

Triumph Actuation Systems –

Freeport

Designs, manufactures and repairs
complex hydraulic and hydromechanical
aircraft components and systems, such as
variable displacement pumps and motors,
linear actuators and valves and cargo 
door actuation systems.
Richard Reed, President
E-mail: rreed@triumphgroup.com
Phone: 336-766-9036
Clemmons, North Carolina
Phone: 516-378-0162
Freeport, New York

Triumph Actuation Systems –

Connecticut

Designs, manufactures and repairs
complex hydraulic, hydromechanical and
mechanical components and systems,
such as nose wheel steering motors,
helicopter blade lag dampers, mechanical
hold-open rods, coupling and latching
devices, as well as mechanical and
electromechanical actuation products.
Thomas Holzthum, President
E-mail: tholzthum@triumphgroup.com
Phone: 860-242-5568
Bloomfield, Connecticut
Phone: 860-739-4926
East Lyme, Connecticut
Phone: 203-748-0027
Bethel, Connecticut

Triumph Actuation Systems –

Valencia

Designs, manufactures and repairs complex
hydraulic and hydromechanical aircraft
components and systems, such 
as accumulators, actuators, complex 
valve packages and landing gear 
retract actuators.
Lea Black, President
E-mail: lblack@triumphgroup.com
Phone: 661-295-1015
Valencia, California

Triumph Aerospace Systems –

Newport News

Offers a fully integrated range of
capabilities, including systems engineering,
conceptual engineering, mechanical design
and analysis, prototype and limited-rate
production, instrumentation assembly and
testing services and complex structural
composite design and manufacturing.
Bill Jacobson, President
E-mail: wjacobson@triumphgroup.com
Phone: 757-873-1344
Newport News, Virginia

8

Corporate Officers & Directors

Executive Officers
RICHARD C. ILL
President and Chief Executive Officer

M. DAVID KORNBLATT
Senior Vice President, 
Chief Financial Officer and Treasurer

JOHN B. WRIGHT, II
Vice President, 
General Counsel and Secretary

KEVIN E. KINDIG
Vice President and Controller

SHEILA G. SPAGNOLO 
Vice President,
Tax and Investor Relations

Shareholder Information 

Triumph Group, Inc.
Corporate Headquarters
1550 Liberty Ridge Drive
Suite 100
Wayne, PA 19087
610-251-1000
www.triumphgroup.com

Annual Meeting
July 24, 2008, 9:00 am
Millenium Hilton, 55 Church Street, 
New York, NY 10007

Financial Information
A copy of the Company’s Form 10-K 
filed with the Securities and Exchange
Commission may be obtained without 
charge upon written request. Requests for
Triumph Group, Inc.’s 10-K or other
shareholder inquiries should be directed to:
Sheila G. Spagnolo
Vice President, Tax and Investor Relations 
Triumph Group, Inc.
1550 Liberty Ridge Drive, Suite 100
Wayne, PA 19087
610-251-1000

Directors
WILLIAM O. ALBERTINI
Executive Vice President, 
Chief Financial Officer
Bell Atlantic Global Wireless, Inc. (Retired)

RICHARD C. GOZON
Executive Vice President
Weyerhaeuser Company (Retired)

RICHARD C. ILL
President and Chief Executive Officer
Triumph Group, Inc.

CLAUDE F. KRONK
Vice Chairman and Director
J&L Specialty Steel, Inc. (Retired)

GEORGE SIMPSON
Chief Executive Officer
Marconi, PLC (Retired)

TERRY D. STINSON
(Not standing for election)
President and CEO
Stinson Consulting LLC
Group Vice President
AAR Corp.

Fiscal 2008 Stock Prices
Per Common Share
$86.38
High
$48.25
Low
$56.93
Year-End

Common Stock
Triumph Group, Inc. Common Stock 
is listed on the NYSE.
Ticker symbol: TGI

Independent Auditors
Ernst & Young LLP
2001 Market Street
Suite 4000
Philadelphia, PA 19103

Transfer Agent
National City Bank
Corporate Trust Operations
P.O. Box 92301
Cleveland, OH 44193-0900
888-843-5542
E-mail: shareholder.inquiries@nationalcity.com

Equal Opportunity at Triumph
Triumph Group, Inc. is committed to
providing equal  opportunities in the
workplace.

Forward–Looking Statements
In accordance with the safe harbor
provisions of the Private Securities Litigation
Reform Act of 1995, the Company notes
that certain statements contained in this
report are forward-looking in nature. These
forward-looking statements include matters
such as our expectations for our industry,
our markets, our Company’s business
strategy and potential and other future-
oriented matters. Such matters inherently
involve many risks and uncertainties that
may cause actual results to differ materially
from expected results. For additional
information, please refer to the Company’s
Securities and Exchange Commission filings
including its Form 10-K for the year ended
March 31, 2008.

Certifications
The certifications by the Chief Executive
Officer and Chief Financial Officer of Triumph
Group, Inc. required under Section 302 of
the Sarbanes-Oxley Act of 2002 have been
filed as exhibits to Triumph Group, Inc.’s
2008 Annual Report on Form 10-K. In
addition, in August 2007, the Chief Executive
Officer of Triumph Group, Inc. certified to the
New York Stock Exchange (“NYSE”) that he
is not aware of any violation by the Company
of NYSE corporate governance listing
standards, as required by Section 303A.12(a)
of the NYSE Corporate Governance Rules.

9

Triumph Group, Inc.

1550 Liberty Ridge Drive
Suite 100
Wayne, PA 19087

610-251-1000
www.triumphgroup.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark  One)

FORM 10-K

(cid:1) QUARTERLY REPORT PURSUANT TO SECTION  13  OR 15(d) OF  THE

SECURITIES EXCHANGE ACT OF  1934

For the fiscal year ended March 31, 2008

or

(cid:2) TRANSITION REPORT PURSUANT  TO  SECTION 13  OR  15(d)  OF  THE

SECURITIES EXCHANGE ACT OF  1934

For the transition period from 

 to 

Commission File No. 1-12235

Triumph Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

51-0347963
(I.R.S. Employer Identification Number)

1550 Liberty Ridge Drive, Suite 100,  Wayne, Pennsylvania  19087
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (610) 251-1000

Securities registered pursuant to Section 12(b) of  the Act:

Common Stock, par value $.001 per share
(Title of each class)

New York Stock Exchange
(Name of each exchange on  which  registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate  by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act.  Yes (cid:1) No (cid:2)

Indicate  by check mark if the registrant is not required to file reports  pursuant to Section 13 or Section 15(d) of the Securities

Exchange Act of 1934. Yes (cid:2) No (cid:1)

Indicate by  check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (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 past 90  days. Yes (cid:1) No (cid:2)

Indicate  by check mark if disclosure of delinquent filers  pursuant to Item 405 of Regulation S-K is not contained herein, and will

not be contained, to the best of Registrant’s knowledge, in definitive  proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. (cid:2)

Indicate  by check mark whether the registrant is a large  accelerated filer, an accelerated filer,  a  non-accelerated  filer, or a smaller

reporting company. See definitions of ‘‘large accelerated  filer,’’  ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Rule 12b-2  of
the Exchange Act. (Check one):
Large accelerated filer (cid:1) Accelerated filer (cid:2) Non-accelerated filer (cid:2) Smaller reporting company (cid:2)

(Do not check if a
smaller reporting
company)

Indicate  by check mark whether the registrant is a shell  company (as defined  in Rule  12b-2  of the Securities Exchange Act  of

1934).  Yes (cid:2) No (cid:1)

As of September 30, 2007, the aggregate market value of the shares of  Common Stock held by non-affiliates of  the  Registrant was

approximately $1.3 billion. Such aggregate market value was computed by reference to the closing price  of the Common  Stock  as
reported on  the New York Stock Exchange on September  30, 2007.  For purposes  of making  this calculation  only,  the  Registrant  has
defined  affiliates as including all directors and executive officers.

The  number of outstanding shares of the Registrant’s Common  Stock,  par value $.001  per  share,  on April 30,  2008 was  16,522,874.

Portions of the following document are incorporated herein by  reference:

Documents Incorporated by Reference

The  Proxy Statement of Triumph Group, Inc. to be filed in connection with our 2008 Annual Meeting of Stockholders is

incorporated in  part in Part III hereof, as specified herein.

Item No.

Page

Table of Contents

PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1.
General
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Products and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proprietary Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Raw Materials and Replacement Parts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Locations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales, Marketing and Engineering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United States and International Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government Regulation and Industry Oversight
. . . . . . . . . . . . . . . . . . . . . . . . . .
Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and Development Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Submission of Matters to  a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . .
Item 4.

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 5.

Market for Registrant’s Common Equity, Related  Stockholder  Matters and  Issuer

Item 6.
Item 7.

Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and  Analysis  of Financial Condition and  Results of

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market  Risk . . . . . . . . . . . . . . . . .
Financial Statements and  Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Changes in and Disagreements With Accountants  on  Accounting and Financial
Item 9.

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers  and  Corporate  Governance . . . . . . . . . . . . . . . . . . . .
Item 10.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related
Item 12.

Item 13.
Item 14.

Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions,  and Director Independence . . . . . .
Principal Accounting Fees  and  Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits, Financial Statement  Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15.

3
3
3
3
4
5
6
14
14
15
15
15
16
17
17
17
18
18
22
22
23
24

25

25
27

28
42
43

80
80
83

83
83
83

84
84
84

84
84

2

Item 1. Business

PART I

This report contains forward-looking statements within the meaning  of  the Private  Securities
Litigation Reform Act of 1995 relating  to  our future operations and prospects, including statements
that are based on current projections  and  expectations about the markets in which we operate, and
management’s beliefs concerning future  performance and capital  requirements based upon  current
available information. Actual results  could differ materially from management’s current expectations.
Additional capital may be required and,  if  so, may  not  be  available  on reasonable  terms, if at  all,  at the
times and in the amounts we need. In  addition to these factors  and others described  elsewhere in  this
report, other  factors that could cause  actual results  to  differ  materially include  competitive and  cyclical
factors relating to the aerospace industry, dependence of some of our  businesses on  key  customers,
requirements of capital, product liabilities in excess of insurance,  uncertainties  relating to the
integration of acquired businesses, general  economic conditions  affecting our business segment,
technological developments, limited availability of raw materials or skilled personnel,  changes in
governmental regulation and oversight and international hostilities  and  terrorism. For a  more detailed
discussion of these and other factors  affecting us,  see the Risk Factors described in Item  1A of this
Annual Report on Form 10-K. We do  not undertake any obligation to revise these forward-looking
statements to reflect future events.

General

Triumph Group, Inc. (‘‘Triumph’’ or  the ‘‘Company’’) was incorporated in 1993 in Delaware. Our
companies design, engineer, manufacture,  repair, overhaul and distribute aircraft components, such  as
hydraulic, mechanical and electromechanical control systems, aircraft  and  engine accessories, structural
components and assemblies, non-structural composite  components, auxiliary  power  units, or APUs,
avionics and aircraft instruments. We serve a broad spectrum of the  aerospace  industry, including
original equipment manufacturers, or OEMs, of commercial, regional, business and military aircraft  and
components, as well as commercial airlines and air cargo carriers.

Products and Services

We  offer a variety of products and services to the aerospace industry through  two groups of
operating businesses: (i) Triumph Aerospace Systems  Group, whose companies design, engineer and
manufacture a wide range of proprietary and build-to-print  components, assemblies and  systems for the
global  aerospace OEM market; and (ii) Triumph Aftermarket  Services Group,  whose  companies serve
aircraft fleets, notably commercial airlines,  the U.S.  military  and cargo carriers, through  the
maintenance, repair and overhaul of  aircraft components  and accessories manufactured by third parties.

Our Aerospace Systems Group consists  of companies that service the full spectrum of aerospace

customers, which include aerospace OEMs and the top-tier  manufacturers who supply them  and
airlines, air cargo carriers, and domestic  and foreign  militaries. This group utilizes  its capabilities to
design, engineer and build complete mechanical, electromechanical  and hydraulic systems,  while
continuing to broaden the scope of detailed parts and assemblies that  we  supply to the aerospace
market. Customers typically return such systems to us  for  repairs and overhauls and  spare  parts. This
group also includes companies performing complex  manufacturing,  machining  and forming  processes
for a full range of structural components, as well  as complete assemblies  and subassemblies.

The products that  companies within this  group design, engineer,  build and repair  include:

(cid:127) Main engine gear box assemblies

(cid:127) High lift actuation

3

(cid:127) Hydraulic systems

(cid:127) Landing gear actuation systems

(cid:127) Primary and secondary flight control  systems

(cid:127) Thermal management systems

(cid:127) Wing spars and stringers

(cid:127) Stretch-formed leading edges and fuselage  skins

(cid:127) Formed structural sheet metal components

(cid:127) Monolithic floors, bulkheads and frames

(cid:127) Floor beams

(cid:127) Landing gear components and assemblies

(cid:127) Complex composite structures

(cid:127) Composite floor panels, environmental control system ducting and non-structural composite

flight deck and other interior components

(cid:127) Bonded components

Our Aftermarket Services Group serves a diverse group of customers which includes  airlines, air
cargo  carriers, domestic and foreign militaries and third-party repair and  overhaul providers. This group
operates one of the world’s largest independent APU repair and  overhaul  business  and endeavors  to be
the vendor of choice for airborne structures, airframe and main engine accessories  and component
repair and overhaul to our customers  as they continue to consolidate vendors.  We will also continue to
develop Federal Aviation Administration, or FAA, approved Designated Engineering Representative, or
DER, and Special Federal Aviation Regulation 36,  or SFAR 36,  proprietary repair  procedures  for the
components we repair and overhaul.  Companies in  our  aftermarket  services group repair  and overhaul
various components for the aviation  industry including:

(cid:127) APUs

(cid:127) Nacelles, thrust reversers and flight control surfaces

(cid:127) Engine accessories, including main engine  fuel pumps

(cid:127) Constant speed drives, integrated drive generators  and  air-cycle machines

(cid:127) Cockpit instrumentation

(cid:127) Interior sidewalls, ceiling panels and overhead bins

(cid:127) Ground support equipment

Certain financial information about our  two segments  can be found in Note 18 of ‘‘Notes to

Consolidated Financial Statements.’’

Proprietary Rights

We  benefit from our proprietary rights relating to designs, engineering and manufacturing

processes and repair and overhaul procedures. For some  products, our unique manufacturing
capabilities are required by the customer’s specifications or designs,  thereby necessitating  reliance  on us
for the production of such specially designed products. We also hold  two SFAR 36 certifications  that
permit us to develop proprietary repair procedures to be used in some repair and overhaul  processes.

4

We  view our name and mark as significant  to  our  business as  a whole. Our products are  protected

by a portfolio of patents, trademarks, licenses or other forms of intellectual property that expire  at
various dates in the future. We develop  and  acquire new intellectual property on an  ongoing  basis and
consider all of our intellectual property to be valuable. However, based  on the broad scope of our
product  lines, management believes that the loss or expiration of any single intellectual property  right
would not have a material effect on our  results of operations,  our financial position or  our business
segments. Our policy is to file applications and obtain patents for our new  products as appropriate,
including product modifications and improvements.  While  patents generally expire  20 years after the
patent application filing date, new patents  are issued to us on a regular basis.

In our overhaul and repair businesses, OEMs of equipment that we maintain for  our customers
increasingly include language in repair manuals  that relate to  their  equipment asserting broad claims of
proprietary rights to the contents of  the manuals  used  in our  operations. There can  be  no assurance
that OEMs will not try to enforce such claims including the possible use of legal proceedings.  In  the
event of such legal proceedings, there  can be no  assurance that such  actions against the Company  will
be unsuccessful. However, we believe  that our use of  manufacture and repair manuals  is lawful.

Raw Materials and Replacement Parts

We  purchase raw materials, primarily  consisting of extrusions, forgings, castings, aluminum and

titanium sheets and shapes, from various vendors.  We also  purchase replacement parts which are
utilized in our various repair and overhaul  operations. We believe that the availability of raw materials
to us is adequate to support our operations.

5

Operating Locations

We  conduct our business through operating  companies and  divisions. The following  chart describes

the operations, customer base and certain  other  information  with respect  to  our principal  operating
locations at April 30, 2008:

Operation

Subsidiary

TRIUMPH AEROSPACE SYSTEMS GROUP

Construction
Brevetees
d’Alfortville

Construction
Brevetees
d’Alfortville SAS

Operating
Location

Business

Type of Customers

Alfortville, France Manufactures

Triumph Actuation
Systems—
Clemmons(1)

Triumph
Actuation
Systems, LLC

Clemmons, NC

Triumph Actuation
Systems—
Freeport(1)

Freeport, NY

Triumph Actuation
Systems—
Connecticut

Triumph
Actuation
Systems—
Connecticut, LLC

Bloomfield, CT
East Lyme, CT
Bethel,  CT

Triumph Actuation
Systems—
Valencia(1)

Triumph
Actuation
Systems—
Valencia, Inc.

Valencia, CA

Number  of
Employees

57

268

147

Commercial and
Military  OEMs,
Ground
Transportation and
Marine OEMs.

Commercial,  General
Aviation,  and  Military
OEMs;  Commercial
Airlines, General
Aviation and Military
Aftermarket.

Commercial,  General
Aviation, and Military
OEMs;  Military
Aftermarket.

Commercial, General
Aviation,  and  Military
OEMs.

236

mechanical ball
bearing  control
assemblies for the
aerospace, ground
transportation,
defense and marine
industries.

Designs, manufactures
and repairs  complex
hydraulic and
hydromechanical
aircraft components
and systems,  such  as
variable displacement
pumps and motors,
linear actuators and
valves, and cargo door
actuation systems.

Designs, manufactures
and repairs complex
hydraulic,
hydromechanical and
mechanical
components and
systems, such as nose
wheel steering motors,
helicopter blade lag
dampers, mechanical
hold open rods,
coupling and latching
devices, as well as
mechanical and
electromechanical
actuation products.

Designs,  manufactures
and repairs  complex
hydraulic and
hydromechanical
aircraft components
and systems, such as
accumulators,
actuators, complex
valve packages, and
landing gear retract
actuators.

6

Business

Type of Customers

Commercial and
Military  OEMs;
Commercial  and
Military Aftermarket.

Number  of
Employees

144

Operation

Subsidiary

Triumph Aerospace
Systems—Newport
News

Triumph
Aerospace
Systems—
Newport
News, Inc.

Operating
Location

Newport News,
VA
San Diego, CA
Huntsville, AL
New Haven, CT

Triumph Aerospace
Systems—Seattle

Triumph
Actuation
Systems—
Connecticut, LLC

Redmond, WA
Rochester,  NY

Triumph Aerospace
Systems—
Wichita(1)

Triumph
Aerospace
Systems—
Wichita, Inc.

Wichita, KS

Triumph Composite
Systems

Triumph
Composite
Systems, Inc.

Spokane,  WA

Triumph Controls(1)

Triumph
Controls, LLC

North Wales, PA
Shelbyville, IN

Offers  a  fully
integrated  range of
capabilities, including
systems  engineering,
conceptual
engineering,
mechanical design and
analysis,
prototype and
limited-rate
production, and
instrumentation
assembly and testing
services and complex
structural composite
design and
manufacturing.

System engineering
and integration for
landing gear,
hydraulic, deployment,
cargo door and
electro-mechanical
type systems.
Capabilities include
design, analysis and
testing to support
these types of systems
and components.

Designs and
manufactures  aircraft
windows, sheet  metal
assemblies (wing spars
and leading edges),
pilot/co-pilot control
wheels, cockpit sun
visors, and structural
composite parts for
the aerospace
industry.

Manufactures interior
non-structural
composites  for the
aviation industry,
including
environmental control
system ducting, floor
panels, aisle stands
and glareshields.

Designs and
manufactures
mechanical and
electromechanical
control systems.

7

Commercial,  General
Aviation  and  Military
OEMs.

43

Commercial and
General Aviation
OEMs;  General
Aviation Aftermarket.

Commercial,  General
Aviation,  and  Military
OEMs; Commercial
Aftermarket.

Commercial, General
Aviation and Military
OEMs and
Aftermarket.

175

577

170

Operation

Subsidiary

Triumph
Fabrications—Fort
Worth(1)

Triumph
Fabrication—
Fort Worth, Inc.

Triumph
Fabrications—Hot
Springs

Triumph
Fabrications—
Hot
Springs, Inc.

Operating
Location

Fort Worth, TX

Hot Springs, AR

Triumph
Fabrications—
Shelbyville

The Triumph
Group
Operations, Inc.

Shelbyville,  IN

Triumph
Fabrications—
San Diego(1)

Triumph
Fabrications—
San Diego, Inc.

El Cajon,  CA

Triumph
Fabrications—
Phoenix

Triumph
Engineered
Solutions, Inc.

Chandler,  AZ

Number  of
Employees

170

382

153

218

Business

Type of Customers

Commercial, General
Aviation and Military
OEMs and
Aftermarket.

Commercial, General
Aviation and Military
OEMs  and
Aftermarket.

Commercial, General
Aviation  and  Military
OEMs.

Commercial,  General
Aviation and Military
OEMs.

Manufactures
metallic/composite
bonded  components
and assemblies.

Produces  complex
sheet metal parts  and
assemblies,  titanium
hot forming, and
performs chem-milling
and other metal
finishing processes.

Produces aircraft
fuselage  skins,  leading
edges and web
assemblies through
the stretch forming of
sheet, extrusion,
rolled shape and light
plate metals.

Produces complex
welded  and  riveted
sheet metal
assemblies for
aerospace
applications.
Components include
exhaust  systems,
ducting, doors,  panels,
control  surfaces and
engine components.

8

Operation

Subsidiary

Triumph Gear
Systems—Park City(1)

Triumph Gear
Systems, Inc.

Triumph Gear
Systems—Macomb(1)

Triumph Gear
Systems—
Macomb, Inc.

Operating
Location

Park City,  UT

Macomb, MI

Triumph Northwest

The Triumph
Group
Operations, Inc.

Albany, OR

Triumph Processing

Triumph
Processing, Inc.

Lynwood, CA

Triumph Structures— Triumph
Kansas City

Structures—
Kansas
City, Inc.

Grandview, MO

Westbury, NY

Triumph Structures— Triumph
Long Island

Structures—
Long
Island, LLC
(formerly B. &
R. Machine &
Tool Corp.)

Number  of
Employees

442

33

105

152

124

Business

Type of Customers

Commercial  and
Military OEMs and
Aftermarket.

Military, Medical and
Electronic OEMs.

Commercial,  General
Aviation, and Military
OEMs.

Commercial and
Military  OEMs.

Commercial and
Military OEMs.

Specializes in  the
design, development,
manufacture, sale and
repair of  gearboxes,
high-lift  flight control
actuators, gear-driven
actuators and gears
for the aerospace
industry.

Machines and
fabricates  refractory,
reactive, heat and
corrosion-resistant
precision products.

Provides  high-quality
finishing services to
the aerospace,
military and
commercial industries.

Manufactures
precision machined
parts and  mechanical
assemblies for the
aviation, aerospace
and defense
industries.

Manufactures high
quality structural  and
dynamic parts and
assemblies for
commercial and
military  aerospace
programs.

9

Operation

Subsidiary

Triumph
Structures—
Los Angeles

Triumph
Structures—
Los
Angeles, Inc.

Operating
Location

Chatsworth,  CA
City of Industry,
CA
Walnut, CA

Triumph Structures— Triumph
Wichita

Structures—
Wichita, Inc.

Wichita, KS

Triumph Thermal
Systems(1)

Triumph
Thermal
Systems, Inc.

Forest, OH

Business

Type of Customers

Commercial,  General
Aviation  and  Military
OEMs.

Number  of
Employees

342

Commercial and
Military  OEMs.

186

Commercial,  General
Aviation and Military
OEMs.

179

Manufactures long
structural
components,  such  as
stringers, cords, floor
beams and spars for
the aviation industry.
Machines, welds and
assembles large
complex precision
structural
components.

Specializes in
complex, high  speed
monolithic precision
machining, turning,
subassemblies, and
sheet metal
fabrication, serving
domestic and
international
aerospace customers.

Designs, manufactures
and repairs aircraft
thermal transfer
components and
systems.

10

Operation

Subsidiary

TRIUMPH AFTERMARKET SERVICES GROUP

Operating
Location

Triumph Accessory
Services—
Wellington(1)(2)

The Triumph
Group
Operations, Inc.

Wellington, KS
Milwaukee,  WI

Triumph Accessory
Services—Grand
Prairie(1)

Triumph
Accessory
Services—Grand
Prairie, Inc.

Grand Prairie,
TX

Triumph Air
Repair(1)(2)

Triumph Airborne
Structures(1)

The Triumph
Group
Operations, Inc.

Triumph
Airborne
Structures, Inc.

Phoenix, AZ

Hot Springs, AR

Business

Type of Customers

Number  of
Employees

129

Commercial, General
Aviation and Military
Aftermarket.

Commercial  and
Military  Aftermarket.

97

Commercial, General
Aviation and Military
Aftermarket.

Commercial
Aftermarket.

214

133

Provides maintenance
services  for  aircraft
heavy accessories and
airborne electrical
power generation
devices, including
constant speed drives,
integrated drive
generators, air cycle
machines and
electrical generators.

Provides  maintenance
services  for  engine
and air frame
accessories including a
variety of engine
gearboxes, pneumatic
starters, valves and
drive units, hydraulic
actuators, lube system
pumps, fuel nozzles,
fuel pumps and fuel
controls.

Repairs and overhauls
auxiliary  power  units
(APUs) and  related
accessories.

Repairs and overhauls
fan  reversers,  nacelle
components,  flight
control surfaces and
other aerostructures.

11

Operation

Subsidiary

Triumph Aviation
Services—Asia(1)

Triumph
Aviation
Services
Asia Ltd.

Operating
Location

Chonburi,
Thailand

Triumph Engines—
Tempe(1)

Triumph
Engineered
Solutions, Inc.

Tempe,  AZ
Chandler,  AZ

Triumph
Instruments—
Burbank(1)

Triumph
Instruments—
Burbank, Inc.

Burbank, CA

Triumph
Instruments—Ft.
Lauderdale(1)

Triumph
Instruments—
Austin(1)

Triumph
Instruments, Inc.

Ft. Lauderdale,
FL

Austin, TX

Business

Type of Customers

Commercial
Aftermarket.

Number  of
Employees

113

Commercial, General
Aviation  and  Military
Aftermarket.

182

Commercial,  General
Aviation  and  Military
Aftermarket.

Commercial,  General
Aviation and Military
Aftermarket.

58

68

Repairs and overhauls
complex aircraft
operational
components,  such as
auxiliary power units
(APUs), nacelles,
constant speed drives,
fan reversers and
related accessories.

Designs, engineers,
manufactures, repairs
and overhauls
aftermarket aerospace
gas turbine engine
components and
provides repair
services and
aftermarket parts and
services to aircraft
operators,
maintenance
providers, and third-
party overhaul
facilities.

Repairs  and  overhauls
aircraft
instrumentation,
power systems and
avionics. Distributes
and repairs aircraft
smoke detectors and
industrial
instrumentation.

Specializes in  the
repair,  overhaul and
exchange of
electromechanical and
pneumatic aircraft
instruments.

12

Operation

Subsidiary

Triumph Interiors

Triumph
Interiors, LLC

Triumph
Interiors
Limited

Triumph Logistics—
Phoenix

Triumph Logistics—
U.K.

Triumph San  Antonio
Support Center

The Triumph
Group
Operations, Inc.

Triumph
Logistics
(UK) Ltd.

The Triumph
Group
Operations, Inc.

Operation

Subsidiary

DISCONTINUED OPERATIONS

Triumph Precision
Castings

Triumph
Precision
Castings Co.

Operating
Location

Oakdale, PA(1)
Grand Prairie,
TX(1)

Shannon,
Ireland(1)

Phoenix, AZ

Basingstoke,
England

San Antonio, TX

Operating
Location

Chandler,  AZ

(1) Designates FAA-certified repair station.

(2) Designates SFAR 36 certification.

Number  of
Employees

132

45

31

Number  of
Employees

101

Business

Type of Customers

Commercial
Aftermarket.

Commercial,  General
Aviation and Military
Aftermarket.

Refurbishes and
repairs aircraft
interiors such as
sidewalls, ceiling
panels, galleys and
overhead storage bins
and manufactures a
full line of PMA
interior lighting and
plastic components.

Provides distribution,
exchange  and  lease
programs  for auxiliary
power units (APUs),
APU components and
components
supported by Triumph
Group Companies.

Provides maintenance Military Aftermarket.
services for aircraft
ground  support
equipment.

Business

Type of Customers

Commercial  and

Applies advanced
directionally  solidified Military  Aftermarket.
(polycrystal or  single
crystal) and Equiax
investment casting
processes to produce
products for the
commercial and
defense gas turbine
market.

13

Sales, Marketing and Engineering

While each of our operating companies maintains responsibility for selling and marketing  its
specific  products, we have developed two  group marketing teams  focused on  cross-selling  our  broad
capabilities. The focus of these two marketing organizations, one for  the Aerospace Systems Group and
one for the Aftermarket Services Group,  is to sell systems, integrated assemblies  and bundled repair
and overhaul services, reaching across our  operating companies,  to  our OEM, military, airline  and air
cargo  customers. We also conduct sales activities in the Wichita, Kansas area through  Triumph  Wichita
Support Center, a third party sales organization dedicated solely to a sales effort on  behalf of Triumph
Group companies, which is staffed by sales professionals focused  on Boeing IDS,  Spirit AeroSystems,
Cessna, Bombardier/Learjet and Raytheon.  In certain  limited  cases, we  use independent, commission-
based representatives to facilitate responsiveness to each customer’s changing needs and  current trends
in each market/geographic region in  which we  operate.

All three of these marketing organizations operate as the  front-end of  the selling  process,

establishing or maintaining relationships,  identifying opportunities to leverage our brand, and providing
service for our customers. Each individual operating company  is responsible  for its own  engineering
and technical support, pricing, manufacturing and product  support. Also,  within the Aerospace Systems
Group, we have created a group engineering  function to provide integrated  solutions  to  meet our
customer needs by designing systems  that  integrate the capabilities of our companies.

A significant portion of our government and defense contracts are awarded  on a  competitive
bidding basis. We generally do not bid or  act as  the primary contractor, but will typically bid and act  as
a subcontractor on contracts on a fixed fee basis. We generally sell to our other customers on a  fixed
fee, negotiated contract or purchase order basis.

Backlog

We  have a number of long-term agreements with several of our customers. These agreements
generally describe the terms under which the customer  may issue  purchase  orders  to  buy our products
and services during the term of the agreement. These terms typically  include a list of the products or
repair services customers may purchase, initial pricing, anticipated quantities and, to the extent known,
delivery dates. In tracking and reporting  our backlog, however,  we only include amounts for which  we
have actual purchase orders with firm  delivery dates or contract requirements generally within  the next
24 months, which primarily relates to sales to our OEM  customer  base.  Purchase  orders  issued by our
aftermarket customers are usually completed within a short  period  of time. As a result, our  backlog
data relates primarily to the OEM customers. The  backlog information set forth below does not include
the sales that we expect to generate from long-term  agreements for which  we do not have  actual
purchase orders with firm delivery dates.

As of March 31, 2008, our continuing operations  had outstanding purchase orders representing an
aggregate invoice price of approximately $1,278  million,  of  which $1,246  million  and $32  million  relate
to the Aerospace Systems Group and  the Aftermarket  Services Group, respectively. As of March 31,
2007, our continuing operations had  outstanding purchase orders representing an  aggregated invoice
price of approximately $1,127 million,  of which $1,093 million and $34 million relate to the  Aerospace
Systems Group and the Aftermarket  Services  Group, respectively. Of the existing backlog of
$1,278 million, approximately $426 million will  not be shipped by March  31, 2009.

For the year ended March 31, 2008, the  Boeing  Company, or Boeing, represented approximately
22.5% of the net sales. A significant reduction in sales to Boeing  could have material adverse impact
on our financial position, results of operations, and cash flows.

14

United States and International Operations

Our revenues from our continuing operations  to  customers in  the United  States  for fiscal  years
2008, 2007 and 2006 were approximately  $914  million, $735 million  and $581 million,  respectively. Our
revenues from our continuing operations  to  customers  in all other countries  for fiscal years 2008, 2007
and 2006 were approximately $237 million,  $202 million and $168 million, respectively.

As of March 31, 2008, 2007 and 2006, our long-lived  assets for our  continuing operations located
in the United States were approximately  $775 million, $687 million and $551 million, respectively. As  of
March 31, 2008, 2007 and 2006, our  long-lived assets for our continuing operations located in  all  other
countries were approximately $25 million, $23 million and $11 million, respectively.

Competition

We  compete primarily with the top-tier systems integrators and manufacturers that supply them,

some of which are divisions or subsidiaries  of other large  companies,  in the  manufacture of aircraft
systems components and subassemblies.  OEMs are increasingly focusing  on assembly activities  while
outsourcing more manufacturing and  repair to third parties, and therefore are less of a competitive
force than in previous years.

Competition for the repair and overhaul of aviation components  comes  from  three primary

sources, some with greater financial and  other resources than we have: OEMs, major  commercial
airlines and other  independent repair and overhaul companies.  Some  major commercial airlines
continue to own and operate their own  service centers, while  others have begun to sell  or outsource
their repair and overhaul services to other aircraft operators or third parties. Large domestic and
foreign airlines that provide repair and  overhaul services typically  provide  these services  not  only  for
their own aircraft but for other airlines  as well. OEMs also maintain service centers which provide
repair and overhaul services for the components they manufacture. Other independent service
organizations also compete for the repair and overhaul  business of other users of aircraft components.

Participants in the aerospace industry compete primarily  on the basis of breadth  of  technical

capabilities, quality, turnaround time, capacity and price.

Government Regulation and Industry  Oversight

The aerospace industry is highly regulated  in the United  States by the FAA and  in other countries
by similar agencies. We must be certified by  the FAA and,  in some cases, by individual OEMs, in order
to engineer and service parts and components used in specific aircraft models. If material
authorizations or approvals were revoked or suspended,  our operations would be adversely affected.
New and more stringent government  regulations may  be  adopted, or industry  oversight heightened, in
the future and these new regulations,  if  enacted, or any industry oversight, if heightened,  may have an
adverse impact on us.

We  must also satisfy the requirements of  our customers, including OEMs,  that  are subject to FAA

regulations, and provide these customers  with  products and repair services that comply with the
government regulations applicable to  aircraft  components  used in commercial flight operations. The
FAA regulates commercial flight operations  and requires that aircraft  components meet its stringent
standards. In  addition, the FAA requires  that various maintenance  routines  be  performed  on aircraft
components, and we currently satisfy  these maintenance standards in our  repair  and overhaul services.
Several of our operating locations are  FAA-approved repair stations.

Generally, the FAA only grants licenses for the manufacture  or repair of a specific aircraft
component, rather than the broader  licenses that have  been granted  in the past. The FAA licensing
process may be costly and time-consuming. In order to obtain an  FAA license,  an applicant  must  satisfy
all applicable regulations of the FAA  governing repair stations. These regulations  require that an

15

applicant have experienced personnel, inspection systems, suitable facilities  and equipment.  In  addition,
the applicant must demonstrate a need for  the license.  Because an applicant must procure
manufacturing and repair manuals from third parties  relating to each  particular aircraft component  in
order to obtain a license with respect to that  component, the application process may involve
substantial cost.

The license approval processes for the  European Aviation Safety  Agency (EASA was  formed in
2002 and is handling most of the responsibilities of the national aviation authorities, such as the United
Kingdom Civil Aviation Authority), which  regulates this industry in the  European Union, the Civil
Aviation Administration of China, and  other comparable foreign  regulatory authorities are similarly
stringent, involving potentially lengthy  audits.

Our operations are also subject to a variety of worker and  community safety laws. For example,
the Occupational Safety and Health Act  of 1970, or OSHA, mandates general requirements  for safe
workplaces for all employees. In addition,  OSHA provides special procedures  and measures  for the
handling of hazardous and toxic substances. Specific safety  standards  have been promulgated for
workplaces engaged in the treatment,  disposal or storage  of  hazardous waste.  We believe  that  our
operations are in material compliance  with  OSHA’s  health  and safety requirements.

Environmental Matters

Our business, operations and facilities are subject to numerous  stringent federal,  state, local and

foreign environmental laws and regulation by government  agencies, including the  Environmental
Protection Agency, or the EPA. Among other  matters, these regulatory  authorities impose requirements
that regulate the emission, discharge,  generation,  management, transportation and  disposal of
hazardous materials, pollutants and contaminants, govern public and  private  response  actions to
hazardous or regulated substances which  may be or  have been  released to the  environment, and require
us to obtain and maintain licenses and permits in  connection with  our operations. This extensive
regulatory framework imposes significant  compliance burdens and  risks on us. Although  management
believes that our operations and our facilities are in material compliance  with such  laws  and
regulations, future changes in these laws, regulations or  interpretations thereof or  the nature of our
operations or regulatory enforcement  actions which may arise, may require us  to  make significant
additional capital expenditures to ensure  compliance  in the future.

Certain of our facilities have been or are currently the subject  of environmental remediation
activities, the cost of which is subject  to  indemnification provided by  IKON Office  Solutions, Inc.
(‘‘IKON’’) in connection with the acquisition by us of these facilities in  1993 from IKON. One of these
facilities is located on a site included  in  the EPA’s  database of potential Superfund sites. IKON’s
indemnification covers us for losses we might suffer in connection with liabilities and obligations arising
under environmental, health and safety laws with respect  to operations or use  of  those facilities prior  to
their acquisition by us. Some other facilities acquired and operated by us  or one of  our subsidiaries,
including a leased facility located on  an EPA National Priorities List  site, were under active
investigation for environmental contamination by federal or state agencies  when acquired, and at  least
in some cases, continue to be under investigation. We are generally indemnified by prior owners or
operators and/or present owners of the  facilities for liabilities which  we  incur as a result  of  these
investigations and the environmental contamination found which pre-dates our acquisition of these
facilities, subject to certain limitations. We  also maintain a pollution  liability  policy that provides
coverage for material liabilities associated with  the clean-up  of on-site  pollution conditions,  as well as
defense and indemnity for certain third party suits (including Superfund liabilities at  third  party sites),
in each case, to the extent not otherwise indemnified. This policy applies  to all of our manufacturing
and assembly operations worldwide.  However, if we were  required to pay  the expenses  related to
environmental liabilities for which neither  indemnification  nor  insurance  coverage  is available, these
expenses could have a material adverse effect on us.

16

Employees

As of March 31, 2008, for our continuing  operations  we employed 5,572 persons, of whom 549

were management employees, 121 were sales and marketing personnel, 567 were technical personnel,
769 were administrative personnel and  3,566 were production workers. As of March 31,  2008, for  our
discontinued operations we employed 101  persons, of whom 4  were management employees, 10 were
technical personnel, 18 were administrative personnel and  69 were production workers.

Several of our subsidiaries are parties to collective bargaining agreements with labor unions. Under
those agreements, we currently employ  approximately 752  full-time employees.  Currently,  approximately
13.5% of our permanent employees are represented by labor  unions  and  approximately 21.9% of net
sales are derived from the facilities at  which at least some  employees are  unionized. Our inability to
negotiate an acceptable contract with any of these labor unions could  result in  strikes by the  affected
workers and increased operating costs as a result of higher  wages or  benefits paid to union members.  If
the unionized workers were to engage  in a  strike or  other work stoppage, or other  employees were to
become  unionized, we could experience  a  significant  disruption of our operations and  higher ongoing
labor costs, which could have an adverse effect on  our  business and results  of operations.

We  have not experienced any material labor-related work stoppage and consider our relations with

our  employees to be good.

Research and Development Expense

Certain information about our research  and  development expenses for the  fiscal  years  ended
March 31, 2008, 2007 and 2006 is available in Note 2 of  ‘‘Notes to Consolidated Financial Statements.’’

Executive Officers

Name

Richard C. Ill . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
M. David Kornblatt

Age

65
48

Position

President and Chief Executive Officer
Senior Vice President, Chief Financial Officer
and Treasurer

John B. Wright, II . . . . . . . . . . . . . .
Kevin E. Kindig . . . . . . . . . . . . . . . .

54 Vice President, General Counsel and Secretary
51 Vice President and Controller

Richard C. Ill has  been our President and Chief Executive  Officer and a director since 1993.
Mr. Ill is a director of P.H. Glatfelter Company, Airgas Inc.  and Baker  Industries and a member of  the
advisory board of Outward Bound, USA.

M. David Kornblatt has been Senior Vice President and  Chief Financial Officer since June 2007.

From 2006 until joining us, Mr. Kornblatt served  as Senior Vice President—Finance  and Chief
Financial Officer at Carpenter Technology  Corporation, a manufacturer and  distributor  of  specialty
alloys and various  engineered products. From 2003 to 2005, he  was Vice President and  Chief  Financial
Officer at York International, prior to  its  acquisition by Johnson Controls  in December 2005. Before
that, Mr. Kornblatt was the Director of Taxes-Europe for The Gillette Company  in London, England
for three years. Mr. Kornblatt is a director  of Universal Stainless &  Alloy  Products,  Inc.

John B. Wright, II has  been a Vice President and our General Counsel and Secretary since  2004.
From 2001 until he joined us, Mr. Wright  was a  partner  with the  law  firm  of Ballard  Spahr  Andrews &
Ingersoll, LLP, where he practiced corporate and securities  law.

Kevin E. Kindig has been our Controller since 1993 and  a Vice President  since April 1999.

17

Available  Information

For more information about us, visit our website at  www.triumphgroup.com. The contents  of  the

website are not part of this Form 10-K.  Our  electronic filings with  the Securities  and Exchange
Commission (including all Forms 10-K, 10-Q and  8-K, and  any amendments to these  reports)  are
available free of charge through our  website immediately after we electronically file with or furnish
them to the Securities and Exchange  Commission. These filings may also be read and copied  at the
SEC’s Public Reference Room which  is located at 100 F  Street, N.E.,  Washington, D.C. 20549.
Information about the operation of the Public  Reference  Room can be obtained by calling the SEC at
1-800-SEC-0330. The SEC maintains  an  Internet site  that contains  reports, proxy and information
statements, and other information regarding issuers  who file electronically with the  SEC at
www.sec.gov.

Item 1A. Risk Factors

Factors that have an adverse impact on the aerospace  industry may adversely affect our  results of
operations. A substantial percentage of our gross profit and operating income was derived  from
commercial aviation for fiscal year 2008.  Our operations are  focused on  designing, engineering  and
manufacturing aircraft components for  new aircraft, selling spare parts and  performing  repair and
overhaul services on existing aircraft and  aircraft components. Therefore, our  business  is directly
affected by economic factors and other  trends that affect  our customers  in the aerospace industry,
including a possible decrease in outsourcing by OEMs  and aircraft operators or projected market
growth that may not materialize or be  sustainable. We are also significantly dependent on sales to the
commercial aerospace market, which has been cyclical in nature with significant downturns  in the past.
When these economic and other factors adversely affect the aerospace  industry,  they tend to reduce  the
overall customer demand for our products and  services, which decreases  our operating income.
Economic and other factors that might affect  the aerospace  industry may  have an  adverse  impact  on
our  results of operations. The financial condition of our airline customers has deteriorated and thereby
introduced credit risk with some of our significant  airline customers,  as well as introducing negative
implications for their ability to fund the  acquisition of new aircraft for their fleet. In addition,  the
recent rise in energy costs has significantly increased the price of fuel to the airlines  resulting in
additional pressure on operating costs.  These  or other events may lead to further  declines in the
worldwide aerospace industry that could further  adversely affect our business  and financial condition.

Competitive pressures may adversely affect us. We have numerous competitors in the aerospace
industry. We compete primarily with the  top-tier systems  integrators and the  manufacturers  that  supply
them, some of which are divisions or  subsidiaries of OEMs and other large companies that
manufacture aircraft components and subassemblies. Competition for the repair  and overhaul of
aviation components comes from three  primary  sources: OEMs, major  commercial airlines and other
independent repair and overhaul companies. Some of  our competitors have substantially greater
financial and other resources than we  have. Competitive pressures  may materially adversely affect our
operating revenues and margins, and,  in turn, our  business and financial condition.

We may need to expend significant capital to keep  pace with technological developments  in  our

industry. The aerospace industry is constantly undergoing development and change and  it is likely  that
new products, equipment and methods of repair  and overhaul  service will be introduced in the future.
In order to keep pace with any new  developments, we  may  need to expend significant capital to
purchase new equipment and machines  or to train  our employees in the  new methods of production
and service.

We may incur significant expenses to comply with new  or  more stringent  governmental regulation. The

aerospace industry is highly regulated  in  the United States by the FAA and in other countries  by

18

similar agencies. We must be certified  by  the FAA and, in  some cases, by  individual OEMs in  order  to
engineer and service parts and components used in specific aircraft models. If any of our material
authorizations or approvals were revoked or suspended,  our operations would be adversely affected.
New or more stringent governmental  regulations  may be adopted,  or industry oversight heightened  in
the future, and we may incur significant  expenses to comply with  any  new regulations  or any
heightened industry oversight.

A significant decline in business with a  key customer could have a  material adverse effect  on us. For
the year ended March 31, 2008, The  Boeing  Company, or Boeing, represented approximately 22.5%  of
net sales. Accordingly, a significant reduction in purchases by this customer  could  have a material
adverse impact on our financial position,  results  of operations,  and cash flows. In addition, some of our
operating locations have significant customers,  the loss  of  whom could  have an adverse effect on those
businesses.

Demand for our military and defense products is dependent upon government  spending.

Approximately 33% of our sales for fiscal  year 2008 were derived  from the military and defense
market, which includes both direct and indirect sales  to  the U.S. Government.  The  military and  defense
market is largely dependent upon government budgets, particularly the U.S. defense budget, and even
an increase in defense spending may not be allocated to programs that  would benefit  our  business.
Moreover, the new military aircraft programs in which we participate  may not enter full-scale
production as expected. A change in the levels  of defense spending or levels of military flight
operations could curtail or enhance our  prospects in  this  market depending upon the programs
affected.

Some contractual arrangements with our customers may cause us to bear significant  up-front costs  that

we may not be able to recover. Many new aircraft programs require that major suppliers bear  the cost
of design, development and engineering work  associated with  the development of the  aircraft usually in
exchange for a long-term agreement to supply critical parts once the aircraft is in  production.  Boeing’s
787 and Airbus’ A380 are examples of  two new aircraft  programs in which we are competing in  a
product  development process in order to obtain  eventual  long term production agreements.  If the
aircraft fails to reach the full production  stage or we fail  to  win the long-term contract, the outlays we
have made in research and development and other start-up costs may  not  produce the  anticipated
return  on investment.

We may not realize our anticipated return on capital commitments made to expand our capabilities.

We  continually make significant capital expenditures  to  implement  new  processes and  to  increase both
efficiency and capacity. Some of these  projects  require additional training for  our  employees and not all
projects may be implemented as anticipated. If any of these projects do not achieve the  anticipated
increase in efficiency or capacity, our  returns on these capital expenditures  may not be as expected.

Our expansion into international markets may  increase  credit, currency and other  risks. As we pursue

customers in Asia, South America and other less  developed aerospace  markets  throughout the world,
our  inability to ensure the creditworthiness of  our customers in  these  areas could adversely impact our
overall profitability. In addition, with the  completion of our  Thailand  facility and as  we pursue
customers in other parts of the world, we will  be  subject to the legal, political, social and regulatory
requirements and economic conditions  of  other jurisdictions. In  the future,  we may also make
additional international capital investments, including acquisitions of companies  outside the  United
States or companies having operations outside the United  States. Risks inherent  to  international
operations include, but are not limited to, the following:

(cid:127) difficulty in enforcing agreements in some legal  systems outside the  United States;

19

(cid:127) countries may impose additional withholding taxes or  otherwise  tax our foreign income, impose
tariffs or adopt other restrictions on foreign trade  and  investment, including  currency  exchange
controls;

(cid:127) fluctuations in exchange rates may affect demand for our products  and  services  and may

adversely affect our profitability in U.S. dollars;

(cid:127) inability to obtain, maintain or enforce intellectual property  rights;

(cid:127) changes in general economic and political conditions in the countries in  which we operate;

(cid:127) unexpected adverse changes in the laws or regulatory requirements outside  the U.S.,  including

those with respect to environmental protection, export duties  and  quotas;

(cid:127) difficulty with staffing and managing widespread operations;  and

(cid:127) difficulty of and costs relating to compliance with the different commercial and legal

requirements of the countries in which we operate.

We may need additional financing for  acquisitions  and capital expenditures and additional  financing

may not be available on terms acceptable to us. A key element of our strategy has been,  and continues
to be, internal growth supplemented  by growth through the acquisition of  additional companies and
product  lines engaged in the aerospace  industry. In order to grow internally,  we may need to make
significant capital expenditures, such as  investing  in facilities in low cost  countries, and  may need
additional capital to do so. Our ability  to  grow is dependent upon, and may be limited by, among other
things, availability under our credit facility and by particular restrictions  contained in our credit facility
and our other financing arrangements. In  that  case,  additional funding sources may be needed, and we
may not be able to obtain the additional  capital  necessary to pursue our internal growth and acquisition
strategy or, if we can obtain additional  financing,  the additional financing may not be on financial terms
that are satisfactory to us, particularly  in  light of  the current instability in the  credit markets.

Cancellations, reductions or delays in customer orders  may adversely affect our results  of operations.
Our overall operating results are affected  by many factors,  including the timing of  orders  from large
customers and the timing of expenditures  to  manufacture parts and purchase inventory in anticipation
of future sales of products and services. A large portion of our operating expenses are relatively fixed.
Because several of our operating locations typically do not obtain long-term purchase orders or
commitments from our customers, they  must anticipate the  future volume of orders based  upon the
historic purchasing patterns of customers  and upon  our discussions with customers as to their
anticipated future requirements. These  historic  patterns  may  be  disrupted  by  many factors, including
changing  economic conditions, inventory  adjustments, or  work  stoppages or labor  disruptions at our
customers. Cancellations, reductions or  delays in orders by a customer or group of customers could
have a material adverse effect on our  business,  financial  condition and results of operations.

Our acquisition strategy exposes us to risks, including the  risk that we may not  be able to  successfully

integrate acquired businesses. We have a consistent strategy to grow, in  part, by the  acquisition  of
additional businesses in the aerospace  industry and are continuously evaluating various  acquisition
opportunities, including those outside  the United States  and  those that are larger than the acquisitions
we have made previously. However, we do not have any definitive agreements at this time to acquire
additional businesses. Our ability to grow  by  acquisition  is dependent upon, among other  factors, the
availability of suitable acquisition candidates. Growth  by acquisition involves risks that could adversely
affect our operating results, including  difficulties in integrating the  operations  and personnel of
acquired companies, the potential amortization of acquired intangible assets, the  potential impairment
of goodwill and the potential loss of key employees of acquired companies.  We may not be able to

20

consummate acquisitions on satisfactory terms  or, if any  acquisitions are consummated, satisfactorily
integrate these acquired businesses.

Any product liability claims in excess of insurance may  adversely affect our  financial  condition. Our

operations expose us to potential liability  for personal injury or  death as  a result of the  failure of an
aircraft component that has been serviced by us or the  failure of an aircraft  component  designed or
manufactured by us. While we believe  that our  liability  insurance is adequate to protect  us  from these
liabilities, our insurance may not cover  all liabilities. Additionally,  insurance coverage may not be
available in the future at a cost acceptable to us. Any material liability not  covered by insurance  or for
which  third party indemnification is not available could have a material adverse effect on our financial
condition.

The lack of available skilled personnel  may  have an adverse  effect on our operations. From time to

time, some of our operating locations have experienced difficulties in attracting and  retaining skilled
personnel to design, engineer, manufacture, repair  and overhaul sophisticated  aircraft components. Our
ability to operate successfully could be jeopardized  if  we are  unable  to  attract  and retain a sufficient
number of skilled personnel to conduct  our business.

Any exposure to environmental liabilities may  adversely affect us. Our business, operations and
facilities are subject to numerous stringent  federal, state, local and foreign environmental laws and
regulations. Although management believes that our operations  and facilities are in  material
compliance with such laws and regulations,  future  changes in such laws,  regulations  or interpretations
thereof or the nature of our operations or regulatory enforcement actions which may arise,  may require
us to make significant additional capital expenditures to ensure compliance in the future.  Some of our
facilities have been or are currently the  subject of environmental remediation activities,  the cost of
which  is subject to indemnification provided by IKON Office  Solutions, Inc., or  IKON. The IKON
indemnification covers the cost of liabilities that arise  from environmental  conditions or activities
existing at facilities prior to our acquisition from  IKON in July 1993, including the  costs and claims
associated with the environmental remediation activities  and liabilities  discussed  above. Some other
facilities acquired and operated by us  or  one of our subsidiaries have  at one time or another been
under active investigation for environmental contamination by federal or state  agencies when acquired
and, at least in some cases, continue  to  be under investigation or subject to remediation.  Individual
facilities of ours have also been subject  to  investigation on occasion for possible past waste disposal
practices which might have contributed to contamination  at or  from  remote waste disposal  sites. We are
often indemnified by prior owners or  operators and/or  present  owners of  the facilities for  liabilities
which  we might otherwise incur as a result of these investigations and the environmental contamination
found which pre-dates our acquisition  of  these  facilities,  subject to certain limitations, including  but not
limited to limitations on the survival  period  of the indemnity. We also maintain a  pollution liability
policy that provides coverage for material  liabilities associated with the clean-up of on-site  pollution
conditions, as well as defense and indemnity  for certain  third  party suits (including  Superfund liabilities
at third party sites), in each case, to the extent not otherwise indemnified. This  policy  applies to all of
our  manufacturing and assembly operations worldwide. However, if we were  required to pay  the
expenses related to environmental liabilities  for which neither indemnification nor insurance  coverage  is
available, these expenses could have a  material adverse effect on our financial  position,  results of
operations, and cash flows.

We are currently involved in intellectual property litigation, which could have a material and  adverse

impact on our profitability, and we could  become so  involved again in  the future. We and other
companies in our industry possess certain proprietary rights relating to designs, engineering,
manufacturing processes and repair and  overhaul procedures. In  the event that we believe that a  third
party is infringing upon our proprietary  rights, we  may bring an action to enforce such rights. In
addition, third parties may claim infringement  by  us  with respect to their proprietary rights and  may

21

initiate legal proceedings against us in  the future.  The expense  and time of bringing an action  to
enforce such rights or defending against  infringement claims  can be significant,  as in the  case of the
litigation arising out of the claims of Eaton Corporation discussed in  ‘‘Item 3. Legal Proceedings.’’ The
expense and time associated with such  litigation may have a  material and adverse impact on our
profitability. In addition, in our overhaul and repair  businesses,  OEMs of  equipment that we  maintain
for our  customers increasingly include  language in repair manuals relating to their equipment asserting
broad claims of proprietary rights to  the contents of the manuals used in  our  operations. Although we
believe that our use of manufacture  and  repair manuals is  lawful, there  can  be  no assurance  that
OEMs will not try  to enforce such claims, including  through the possible use  of legal proceedings, or
that any such actions will be unsuccessful.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our executive offices are located in Wayne, Pennsylvania,  where  we lease 11,691  square feet of

space.  In  addition,  as  of  May  15,  2008,  we  owned  or  leased  the  following  operating  facilities.

Location

Description

TRIUMPH AEROSPACE SYSTEMS GROUP
Hot Springs, AR . . . . . . . . . . . . . . Manufacturing facility/office
Chandler, AZ . . . . . . . . . . . . . . . . Manufacturing facility/office
Chatsworth, CA . . . . . . . . . . . . . . . Manufacturing facility/office
Chatsworth, CA . . . . . . . . . . . . . . . Manufacturing facility
City of Industry, CA . . . . . . . . . . . . Manufacturing facility/office
El Cajon, CA . . . . . . . . . . . . . . . . . Manufacturing facility/office
Lynwood, CA . . . . . . . . . . . . . . . . . Processing and finishing facility/office
Lynwood, CA . . . . . . . . . . . . . . . . . Office/warehouse/aerospace metal processing
San Diego, CA . . . . . . . . . . . . . . . Force measurement systems facility
Valencia, CA . . . . . . . . . . . . . . . . . Manufacturing facility/office
Walnut, CA . . . . . . . . . . . . . . . . . . Manufacturing facility/office
Bethel, CT . . . . . . . . . . . . . . . . . . . Office
Bloomfield, CT . . . . . . . . . . . . . . . Manufacturing facility/office
East Lyme, CT . . . . . . . . . . . . . . . . Manufacturing facility/office
New Haven, CT . . . . . . . . . . . . . . . Engineering/manufacturing
Alfortville, France . . . . . . . . . . . . . Manufacturing facility/office
Shelbyville, IN . . . . . . . . . . . . . . . . Manufacturing facility/office
Shelbyville, IN . . . . . . . . . . . . . . . . Manufacturing facility/office
Wichita, KS . . . . . . . . . . . . . . . . . . Manufacturing facility/office
Wichita, KS . . . . . . . . . . . . . . . . . . Manufacturing facility/office
Macomb, MI . . . . . . . . . . . . . . . . . Manufacturing facility/office
Grandview, MO . . . . . . . . . . . . . . . Manufacturing facility/office
Freeport, NY . . . . . . . . . . . . . . . . . Manufacturing facility/office/warehouse
Rochester, NY . . . . . . . . . . . . . . . . Engineering Office
Westbury, NY . . . . . . . . . . . . . . . . Manufacturing facility/office
Westbury, NY . . . . . . . . . . . . . . . . Aerospace Metal Processing
Clemmons, NC . . . . . . . . . . . . . . . Manufacturing facility/repair/office
Forest, OH . . . . . . . . . . . . . . . . . . Manufacturing facility/office

Square
Footage

Owned/
Leased

217,348 Owned
34,263 Leased
101,900 Owned
21,600 Leased
75,000 Leased
122,390 Leased
59,662 Leased
105,000 Leased
7,000 Leased
86,970 Leased
126,000 Leased
1,650 Leased
29,825 Leased
59,550 Owned
2,400 Leased
7,500 Leased
193,905 Owned
100,000 Owned
145,200 Leased
130,275 Leased
86,000 Leased
78,000 Owned
29,000 Owned
5,000 Leased
93,500 Leased
12,500 Leased
110,000 Owned
125,000 Owned

22

Location

Description

TRIUMPH AEROSPACE SYSTEMS GROUP (continued)
Albany, OR . . . . . . . . . . . . . . . . . . Machine shop/office
North Wales, PA . . . . . . . . . . . . . . Manufacturing facility/office
Fort Worth, TX . . . . . . . . . . . . . . . Manufacturing facility/office
Park City, UT . . . . . . . . . . . . . . . . Manufacturing facility/office
Newport News, VA . . . . . . . . . . . . Engineering/Manufacturing/office
Redmond, WA . . . . . . . . . . . . . . . . Manufacturing facility/office
Spokane, WA . . . . . . . . . . . . . . . . . Manufacturing facility/office

TRIUMPH AFTERMARKET SERVICES  GROUP
Hot Springs, AR . . . . . . . . . . . . . . Machine shop/office
Chandler, AZ . . . . . . . . . . . . . . . . Thermal processing facility/office
Phoenix, AZ . . . . . . . . . . . . . . . . . Repair and overhaul shop/office
Phoenix, AZ . . . . . . . . . . . . . . . . . Repair and overhaul/office
Tempe, AZ . . . . . . . . . . . . . . . . . . Manufacturing facility/office
Tempe, AZ . . . . . . . . . . . . . . . . . . Machine shop
Tempe, AZ . . . . . . . . . . . . . . . . . . Machine shop
Burbank,  CA . . . . . . . . . . . . . . . . .
Basingstoke, England . . . . . . . . . . . Repair  and overhaul/office
Ft.  Lauderdale, FL . . . . . . . . . . . . .
Shannon, Ireland . . . . . . . . . . . . . . Production/warehouse/office
Wellington, KS . . . . . . . . . . . . . . . . Repair and overhaul/office
Oakdale, PA . . . . . . . . . . . . . . . . . Production/warehouse/office
Austin,  TX . . . . . . . . . . . . . . . . . .
Dallas, TX . . . . . . . . . . . . . . . . . . . Production/office
Grand Prairie, TX . . . . . . . . . . . . . Repair and overhaul shop/office
San Antonio, TX . . . . . . . . . . . . . . Repair and overhaul/office
Chonburi, Thailand . . . . . . . . . . . . Repair and overhaul shop/office
Milwaukee, WI . . . . . . . . . . . . . . . Office

Instrument shop/warehouse/office

Instrument shop/warehouse/office

Instrument shop/warehouse/office

DISCONTINUED OPERATIONS
Chandler, AZ . . . . . . . . . . . . . . . . Casting facility/office

Square
Footage

Owned/
Leased

25,000 Owned
111,400 Owned
114,100 Owned
180,000 Owned
93,000 Leased
19,404 Leased
392,000 Owned

219,728 Owned
15,000 Leased
50,000 Leased
24,796 Leased
13,500 Owned
9,300 Owned
32,000 Owned
23,000 Leased
3,350 Leased
11,700 Leased
13,000 Leased
65,000 Leased
68,000 Leased
4,500 Leased
28,602 Leased
60,000 Leased
30,000 Leased
85,000 Owned
2,600 Leased

31,000 Leased

We  believe that our properties are adequate to support  our operations  for  the foreseeable  future.

Item 3. Legal Proceedings

On July 9, 2004, Eaton Corporation  and  several Eaton subsidiaries filed a complaint  against us,

our  subsidiary, Frisby Aerospace, LLC (now  named Triumph  Actuation Systems, LLC),  certain related
subsidiaries and certain employees of  ours  and  our subsidiaries. The complaint was filed in the  Circuit
Court of the First  Judicial District of  Hinds County,  Mississippi  and  alleged nineteen causes of action
under Mississippi law. In particular, the complaint alleged the misappropriation of  trade secrets and
intellectual property allegedly belonging to Eaton relating  to hydraulic pumps and motors  used  in
military and commercial aviation. Triumph Actuation Systems and the individual  defendants filed
separate responses to Eaton’s claims. Triumph Actuation Systems filed  counterclaims against Eaton
alleging  common law unfair competition, interference  with  existing and prospective  contracts, abuse of
process, defamation, violation of North Carolina’s Unfair  and Deceptive  Trade Practices Act, and
violation of the false advertising provisions of the  Lanham Act.  We and defendant  Jeff Frisby, President
of Triumph Actuation Systems at the time the engineer defendants were hired,  moved to dismiss the
complaint for lack of personal jurisdiction.

23

The above allegations also relate to alleged conduct  that has been the subject of an  investigation
by the office of the U.S. Attorney in Jackson,  Mississippi. On  January 22, 2004,  a search warrant was
executed on the offices of Triumph Actuation  Systems in  connection with this  investigation. Triumph
Actuation Systems cooperated with the  investigation.  On December 20,  2006, five  engineers of Triumph
Actuation Systems who are former employees of Eaton Aerospace, LLC,  were  indicted by a grand jury
sitting in the Southern District of Mississippi on five counts of trade secret misappropriation,  conspiracy
to misappropriate trade secrets, and  mail and wire fraud. On June 15, 2007,  all  counts other than
part of one count were dismissed by the court, leaving a  charge  of  conspiracy to misappropriate trade
secrets.

On October 11, 2007, the government  obtained a new indictment  against the  same five engineer
defendants raising new charges arising  out of  the same investigation,  which were essentially reiterated
in a second superseding indictment obtained on November 11,  2007. The defendant  engineers
subsequently filed pretrial motions, including motions to dismiss.  On April  25, 2008, the  court granted
some of those motions and dismissed seven of the twelve counts of the second superseding indictment.
The government has filed an appeal of this  dismissal  with the  United States Court of Appeals for  the
Fifth Circuit. The trial date of June 16, 2008 will  be  continued while the  appeal is  pending. No charges
have been brought against Triumph Actuation Systems  or us,  and we understand that neither Triumph
Actuation Systems nor the Company is  currently  the subject of the criminal  investigation.

In the civil case, following stays of most discovery while  the parties litigated a motion to dismiss

and a motion to protect the defendant engineers’ Fifth Amendment  rights, discovery recommenced in
late August 2007. However, on January 4,  2008, the judge in  the civil case, Judge  Bobby DeLaughter,
recused himself on his own motion. The  case has been reassigned  to  a  new judge, Chief Judge W.  Swan
Yerger.

On January 24, 2008, Triumph Actuation Systems  filed a  motion to stay all  discovery in  order  to
review and reconsider Judge DeLaughter’s prior orders based on the ongoing federal investigation of
an alleged ex parte and inappropriate relationship between Judge DeLaughter and  Ed Peters,  a lawyer
representing Eaton for whom Judge DeLaughter  had worked prior to his appointment to the  bench.
Judge DeLaughter has since been suspended  from the bench.  Triumph  Actuation Systems has  also filed
other motions relating to this alleged inappropriate relationship, including a  motion for sanctions.
Judge Yerger has ordered that this conduct be examined and  has undertaken, along with  a newly
appointed Special Master, to review Judge DeLaughter’s rulings in the case  from the time Mr. Peters
became  involved.  In  the  meantime,  all  other  proceedings  in  the  case  have  been  stayed.  No  trial  date
has been set. It is  too early to determine  what, if any, exposure to liability  Triumph Actuation Systems
or the Company might face as a result of  the civil  suit. We intend to continue to vigorously defend the
allegations contained in Eaton’s complaint and to vigorously prosecute the counterclaims brought by
Triumph Actuation Systems.

In the ordinary course of our business, we are also involved  in disputes, claims, lawsuits, and

governmental and regulatory inquiries  that we  deem to be immaterial.  Some may  involve  claims or
potential claims of substantial damages, fines or penalties. While we cannot predict  the outcome of any
pending or future litigation or proceeding,  we do not believe that  any pending matter will have a
material effect, individually or in the  aggregate, on our financial position or  results of operations,
although no assurances can be given to  that effect.

Item 4. Submission of Matters to a Vote  of  Security Holders

None.

24

Item 5. Market for Registrant’s Common Equity,  Related  Stockholder Matters  and Issuer Purchases

PART II

of Equity Securities

Range of Market Price

Our Common Stock is traded on the New York Stock  Exchange under the symbol ‘‘TGI.’’ The

following table sets forth the range of  high and  low prices for  our Common  Stock for the periods
indicated:

Fiscal 2007

1st Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2nd Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3rd Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4th Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fiscal 2008

1st Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2nd Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3rd Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4th Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

High

Low

$54.90
50.85
55.03
57.45

$69.63
85.14
86.38
82.71

$43.83
40.60
40.98
51.61

$54.49
65.72
71.84
48.25

On May 15, 2008, the reported closing price for our Common  Stock was $68.94.  As of May 15,
2008, there were approximately 78 holders  of record of our Common  Stock and we believe that our
Common Stock was beneficially owned  by  approximately 13,000  persons.

Dividend Policy

During  fiscal 2008 and 2007, we paid cash dividends of $0.16  per  share and $0.12 per share,
respectively. However, our declaration and payment of cash dividends in the  future and the amount
thereof will depend upon our results of  operations, financial condition, cash requirements,  future
prospects, limitations imposed by credit agreements  or indentures  governing debt securities  and other
factors deemed relevant by our board of  directors. No  assurance can be given that cash dividends will
continue to be declared and paid at historical levels or at all.  Certain of our debt arrangements,
including our credit facility, restrict our paying  dividends and making  distributions on  our  capital stock,
except for the payment of stock dividends and redemptions of an employee’s shares of capital stock
upon termination of employment.

Repurchases of Stock

Period

Total number of
shares purchased

Average price
paid per share

Total number of
shares purchased
as part of  publicly
announced plans

Maximum number
of shares that may
yet be purchased
under the plans

February 1-29, 2008 . . . . . . . . . . . . .

220,000

$56.10

499,200

500,800

Equity Compensation Plan Information

The information required regarding equity compensation plan information is included in our Proxy

Statement in connection with our 2008 Annual Meeting  of  Stockholders to be held  on July 24, 2008,
under the heading ‘‘Equity Compensation Plan Information’’ and is incorporated  herein  by  reference.

25

Stock Performance Graph

The following graph compares the cumulative 5-year total return provided shareholders  on

Triumph Group, Inc.’s common stock relative to the cumulative total returns of the Russell 2000  index
and the S&P Aerospace & Defense index. An investment  of  $100 (with  reinvestment of all dividends) is
assumed to have been made in our common stock and in  each of the indexes  on 3/31/2003 and its
relative performance is tracked through 3/31/2008. The  stock  price performance included  in this graph
is not necessarily indicative of future  stock  price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Triumph Group, Inc., The Russell 2000 Index
And The S&P Aerospace & Defense Index

$300

$250

$200

$150

$100

$50

$0

3/03

3/04

3/05

3/06

3/07

3/08

Triumph Group, Inc.

Russell 2000

S&P Aerospace & Defense

22MAY200816093858

*

$100 invested on 3/31/03 in stock  or  index-including reinvestment  of  dividends. Fiscal  year ended
March 31.

Triumph Group, Inc.
. . . . . . . . . . . . . . . . . . . . .
Russell 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P Aerospace & Defense . . . . . . . . . . . . . . . . .

100.00
100.00
100.00

147.22
163.83
141.37

173.45
172.70
177.87

197.15
217.34
219.14

247.09
230.18
254.32

254.79
200.25
267.32

3/03

3/04

3/05

3/06

3/07

3/08

26

Item 6. Selected Financial Data

The following selected financial data should  be  read in conjunction with the Consolidated
Financial Statements and related Notes thereto  and  ‘‘Management’s Discussion and Analysis of
Financial Condition and Results of Operations’’ included herein.

Fiscal Years Ended March 31,

2008(1)(2)(3)

2007(2)(3)(4)

2006(3)

2005(3)(5)

2004(3)(6)

(in thousands, except per share data)

Operating  Data:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of products sold, . . . . . . . . . . . . . . . . . . . . .

$1,151,090
822,288

$937,327
671,838

$749,368
549,307

$676,557
504,752

$602,868
449,486

Selling,  general and administrative expense . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . .
Interest  expense and other . . . . . . . . . . . . . . . . . .
. . . . . . . . .
Charge for  early extinguishment of debt

Income from continuing operations, before income

taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . .

Income from continuing operations
. . . . . . . . . . . .
Loss from discontinued operations . . . . . . . . . . . . .

328,802
159,262
43,215

126,325
13,422
—

112,903
37,161

75,742
(8,468)

265,489
135,887
35,703

93,899
11,706
5,088

77,105
26,129

50,976
(3,905)

200,061
108,063
30,827

61,171
10,304
—

50,867
11,608

39,259
(4,744)

171,805
105,382
29,500

36,923
11,259
—

25,664
6,437

19,227
(7,799)

153,382
88,812
28,054

36,516
11,780
—

24,736
5,108

19,628
(1,406)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

67,274

$ 47,071

$ 34,515

$ 11,428

$ 18,222

Earnings per share:

Income from continuing operations:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared per share . . . . . . . . . . . . . .

$
$
$

Shares used in computing earnings per share:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.59
4.32
0.16

16,497
17,540

$
$
$

3.14
3.11
0.12

16,220
16,413

$
$

2.47
2.45
—

$
$

1.21
1.20
—

15,920
16,060

15,877
15,971

$
$

1.24
1.23
—

15,842
15,918

2008(1)(2)(3)

2007(2)(3)(4)

2006(3)

2005(3)(5)

2004(3)(6)

As of March 31,

(in thousands)

Balance Sheet Data:
Working capital
. . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 404,180
1,414,835

$ 317,451
1,219,887

$256,480
977,253

$222,280
937,715

$260,269
935,541

Long-term debt,  including current portion . . . . . . . . . .

419,813

316,183

161,417

157,782

225,847

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . .

$ 692,729

$ 627,363

$563,703

$526,663

$514,314

(1)

Includes  the acquisition of the assets and business of B. & R. Machine & Tool Corp. from the date of acquisition. See
Note 3 to the Consolidated Financial Statements.

(2) Fiscal years 2008 and 2007 include stock-based compensation pre-tax charges of $2.8 million and $2.5 million, respectively,

related to the adoption of SFAS No. 123R as of April 1,  2006.

(3) During 2008, the Company sold the assets of Triumph Precision, Inc. and also decided to sell Triumph Precision

Castings Co. These businesses have been classified as  discontinued  operations in 2008 and, accordingly, the results for fiscal
years prior to 2008 have also been reclassified to  conform  with the 2008 presentation. See Note 4 to the Consolidated
Financial Statements.

(4)

Includes  the acquisition of the assets and businesses  of Excel  Manufacturing, Inc., Air Excellence International, Inc., Grand
Prairie Accessory Services, LLC and the acquisition through merger of Allied Aerospace Industries, Inc., from the date of
each respective acquisition. See Note 3 to the Consolidated Financial Statements.

(5) Results include $3.1 million of restructuring costs associated  with ceasing the operations of the Company’s Phoenix

Manufacturing Division of the Company’s Triumph Engineered Solutions  subsidiary and the divestitures of the Company’s
IGT repair division and the Wisconsin Manufacturing division of the Company’s Triumph Engineered Solutions subsidiary.

(6)

Includes  the acquisitions of Parker Hannifin’s United  Aircraft Products Division and Rolls-Royce Gear Systems, Inc. from
the date  of each respective acquisition.

27

Item 7. Management’s Discussion and  Analysis  of Financial  Condition and  Results  of Operations

(The following discussion should be read  in conjunction  with the Consolidated Financial

Statements and notes thereto contained elsewhere  herein.)

OVERVIEW

We  are a major supplier to the aerospace industry and have two  operating segments: (i) Triumph

Aerospace Systems Group, whose companies design, engineer,  manufacture and sell a wide range  of
proprietary and build-to-print components, assemblies and systems for the  global aerospace OEM
market; and (ii) Triumph Aftermarket Services Group, whose  companies serve aircraft  fleets, notably
commercial airlines, the U.S. military and cargo  carriers, through the  maintenance, repair  and overhaul
of aircraft components and accessories manufactured by  third  parties.

Financial highlights for the fiscal year ended  March 31, 2008 include:

(cid:127) Net sales for fiscal 2008 increased  23% to $1.2  billion

(cid:127) Operating income in fiscal 2008 increased 35% to $126.3 million

(cid:127) Net income for fiscal 2008 increased 43% to $67.3 million

(cid:127) Backlog increased 13% over prior year to $1.3 billion

For the fiscal year ended March 31,  2008, net  sales  totaled $1.2 billion,  a  23% increase  from fiscal

year 2007 net sales of $0.9 billion. Net income for fiscal year  2008 increased 43% to $67.3  million, or
$3.84 per diluted common share, versus $47.1  million,  or $2.87 per diluted common share,  for fiscal
year 2007.

Our working capital needs are generally funded through cash flows from operations and
borrowings under our credit arrangements. For the fiscal year ended March 31, 2008,  we generated
approximately $51.1 million of cash flows  from operating activities, used approximately $125.2 million
in investing activities and generated approximately  $79.8 million  in financing activities.

We  continue to remain focused on growing  our core businesses as well as growing through

strategic acquisitions. Our organic growth  remained strong in fiscal 2008  through the addition of
products and services, the expansion  of our operating capacity and marketing our complete portfolio of
capabilities, while benefiting from the  continued strength  in the aerospace markets generally. Our core
revenue growth in fiscal 2008 as compared  to  fiscal 2007 excluding  the impact of acquisitions was 19%.
Our company has  an aggressive but selective  acquisition  approach that adds  capabilities  and increases
our  capacity for strong and consistent internal growth. In February  2008, the Company  acquired the
assets and business of B. & R. Machine  & Tool Corp.  (‘‘B &  R’’) through  a newly organized,  wholly-
owned subsidiary of the Company, Triumph Structures—Long Island, LLC. Triumph Structures—Long
Island, LLC provides aircraft structural  components and dynamic  parts  and assemblies  for commercial
and military aerospace programs. The results for Triumph  Structures—Long  Island, LLC are included
in the Company’s Aerospace Systems Segment.

OUTLOOK

Based upon the assumptions about our market set  forth below, and subject to the risks and
uncertainties described elsewhere in this Annual Report on Form  10-K,  we expect net sales for the
fiscal year ending March 31, 2009 to be in  the range of $1.25 billion  to  $1.35 billion, and earnings  per
share for fiscal 2009 to be between $4.85  and $5.05. The  fiscal 2009 outlook assumes, among other
factors, a full-year effective tax rate of 35.0%, which reflects  the  fact that the  research  and development
tax credit expired on December 31, 2007.  The  2009 outlook for earnings per share is based on a  fully
diluted share count of 18 million shares.

28

Our fiscal 2009 outlook is based on  the  following market assumptions:

(cid:127) We  expect  the  commercial  jet  aircraft  market  and  the  airline  industry  to  remain  extremely

competitive. Market liberalization in Europe and Asia  has continued  to  enable low-cost airlines
to gain market share, and traditional  airlines continue  to  improve their competitive position by
lowering their cost structure through merger, bankruptcy and restructuring. Some of the  airline
restructurings have led to increased outsourcing opportunities, benefiting our Aftermarket
Services segment.

(cid:127) The financial health of the commercial  airline industry has a direct effect  on our commercial

aircraft programs. While near-term challenges include high fuel prices and continuing turmoil  in
global credit markets, airlines are responding  by  focusing on controlling  non-fuel related
expenses  and  implementing  operational  efficiencies.  Based  upon  currently  available  market
forecasts, we expect aircraft seat miles,  a key indicator of  airline health, to remain steady at 4%
to 5% annual growth in calendar 2008 and continue at these levels through calendar 2012,
positively affecting our business. The airlines’  ability to implement fare  increases to partially
offset the high cost of fuel should also help to stabilize the financial position of the  airlines.

(cid:127) Air cargo continues to exhibit strong growth and  financial  stability, a key market  segment for

Triumph given our product penetration with  these carriers.  We expect the continued growth in
air freight will benefit us and the industry.

(cid:127) Deliveries of Boeing and Airbus large commercial  aircraft are expected  to  be  higher in calendar
2008  compared  to  calendar  2007.  Boeing  and  Airbus  reported  actual  deliveries  for  calendar  2007
of 894 aircraft. Their deliveries for calendar 2008  are expected  to  increase by approximately 6%,
to about 950 aircraft. We expect our direct and indirect sales to Boeing and  Airbus  will benefit
from such increases.

(cid:127) Total regional and business aircraft  production is  expected to increase in fiscal 2009  compared to

fiscal 2008, as deliveries of business jets are expected  to  significantly increase with  the
production of various models of very light  jets. In the regional aircraft  market  we expect to see
growth driven by the 80-100 seat jet  and 40-60 seat turboprop  segments, slightly offset by
continued weakness in the 40-60 seat  jet products.

(cid:127) The major trends that shape the current military/defense environment  include a growing U.S.

Government defense budget and rapid expansion of information and communication
technologies. Although under pressure,  the U.S.  defense  budget remains strong and  focused on
transformation. With this continued pressure on the budget, we believe  the U.S. Department of
Defense will continue to focus on affordability  strategies emphasizing network-centric operations,
joint  interoperability,  long-range  strike  capability,  unmanned  air  combat  and  reconnaissance
vehicles, precision guided weapons and continued privatization of logistics and support  activities
as a means to improve overall effectiveness while  maintaining  control  over costs.

(cid:127) Military sales (OEM and aftermarket) are  expected to increase roughly in line with  global
military budgets, which are expected to grow in the  single  digit range for calendar 2008
compared to calendar 2007.

29

RESULTS OF OPERATIONS

Fiscal year ended March 31, 2008 compared to fiscal year ended  March 31, 2007

Year Ended March 31,

2008

2007

(in thousands)

Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,151,090

$937,327

Segment Operating Income . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate General and Administrative  Expenses . . . . . . . . .

148,292
(21,967)

113,251
(19,352)

Total Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense and Other . . . . . . . . . . . . . . . . . . . . . . . .
Charge for early extinguishment of debt . . . . . . . . . . . . . . . .
Income Tax Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income from Continuing Operations . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .

Loss from Discontinued Operations, net

126,325
13,422
—
37,161

75,742
(8,468)

93,899
11,706
5,088
26,129

50,976
(3,905)

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

67,274

$ 47,071

Net sales increased by $213.8 million, or 22.8%, to $1.2 billion for the fiscal  year ended March 31,

2008 from $937.3 million for the fiscal  year ended March  31, 2007. The  acquisitions  of the assets  and
businesses of Allied Aerospace Industries, Inc.  (now Triumph  Aerospace Systems—Newport  News) and
Grand Prairie Accessory Services, LLC (now Triumph Accessory Services—Grand Prairie),  which were
completed during the fiscal year ended  March 31, 2007, and the acquisition of the  assets and business
of B. & R. Machine & Tool Corp. (now  Triumph Structures—Long Island) together contributed
$39.3 million. Excluding the effects of  these acquisitions, organic sales  growth was $174.5 million,  or
19.0%.

The Aerospace Systems segment benefited primarily from increased  sales to our OEM  customers

driven by increased aircraft build rates,  while the increase in sales for our  Aftermarket  Services
segment was the result of increased demand for our services as a result of growth in global  air traffic.

Segment operating income increased  by  $35.0 million, or 30.9%,  to  $148.3 million for  the fiscal
year ended March 31, 2008 from $113.3  million  for the  fiscal  year ended March 31,  2007. Operating
income growth was a direct result of  margins attained on increased sales volume  as described  above,
and the contribution of $2.3 million from  the above-mentioned  acquisitions, partially offset by increases
in litigation costs, payroll, incentive compensation,  healthcare, and depreciation and  amortization
expenses associated with our acquisitions.

Corporate expenses increased by $2.6 million, or 13.5%, to $22.0 million for the fiscal year ended

March 31, 2008 from $19.4 million for  the  fiscal  year  ended March 31, 2007, primarily due to increased
litigation costs, workers compensation and stock  compensation  costs, partially offset  by  an insurance
reimbursement related to product liability  claims.

Interest expense and other increased by $1.7  million,  or 14.7%, to $13.4  million for the fiscal  year

ended March 31, 2008 compared to $11.7 million for  the prior  year period. This increase was due to
higher  average borrowings outstanding and amortization  of debt  issuance  costs, partially offset  by  lower
interest on our convertible notes issued  in September 2006  as compared to  the previously  outstanding
Class A Senior Notes and Class B Senior  Notes  (collectively, the ‘‘Senior  Notes’’).

During  the third quarter of fiscal 2007  we recorded a charge for  early extinguishment of debt
totaling $5.1 million related to the prepayment of the  Senior Notes  on October 4, 2006,  which included
a ‘‘make-whole’’ premium of approximately  $4.4 million and the write-off of unamortized debt issuance
costs related to the Senior Notes of $0.7 million.

30

The effective tax rate was 32.9% for the fiscal year  ended March 31,  2008 and 33.9% for the fiscal
year ended March 31, 2007. The decrease  in the tax rate was primarily due to final return  to  provision
adjustments. Additionally, both rates  vary  from the  Federal statutory tax rate  of 35% primarily due to
benefits realized from the research and  development tax credit  and the domestic production activities
deduction.

Loss from discontinued operations before income taxes was $13.0 million  for the  fiscal year  ended
March 31, 2008, which included an impairment  of  $4.0 million, compared with a loss from discontinued
operations before income taxes of $6.0  million for the  fiscal year  ended March 31,  2007. The benefit
for income taxes was $4.6 million for  the  fiscal  year  ended March 31, 2008 compared  to  a benefit of
$2.1 million for the prior year.

Fiscal year ended March 31, 2007 compared to fiscal year ended  March 31, 2006

Year Ended March 31,

2007

2006

(in thousands)

Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$937,327

$749,368

Segment Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate General and Administrative  Expenses . . . . . . . . . . .

113,251
(19,352)

75,678
(14,507)

Total Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense and Other . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge for early extinguishment of debt . . . . . . . . . . . . . . . . .
Income Tax Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income from Continuing Operations . . . . . . . . . . . . . . . . . .
Loss from Discontinued Operations, net . . . . . . . . . . . . . . . . .

93,899
11,706
5,088
26,129

50,976
(3,905)

61,171
10,304
—
11,608

39,259
(4,744)

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 47,071

$ 34,515

Net sales increased by $188.0 million, or 25.1%, to $937.3 million  for  the fiscal year ended
March 31, 2007 from $749.4 million for  the fiscal year  ended March 31,  2006. The acquisitions of the
assets and businesses of Excel Manufacturing, Inc.  (now  Triumph Structures—Wichita), Air Excellence
International, Inc. and its affiliates (now Triumph Interiors), Allied Aerospace Industries, Inc. (now
Triumph Aerospace Systems—Newport News)  and  Grand Prairie Accessory Services,  LLC (now
Triumph Accessory Services—Grand Prairie),  herein referred to collectively as  the ‘‘2007 Acquisitions,’’
contributed $75.7 million of the net sales  increase. Excluding the effects of the 2007 Acquisitions,
organic sales growth was $112.3 million, or 15.0%.

The Aerospace Systems segment benefited primarily from increased  sales to our OEM  customers

driven by increased aircraft build rates,  while the increase in sales for our  Aftermarket  Services
segment was the result of increased demand for our services as a result of growth in global  air traffic.

Segment operating income increased  by  $37.6 million, or 49.6%,  to  $113.3 million for  the year
ended March 31, 2007 from $75.7 million  for  the year  ended March  31, 2006. Operating  income  growth
was a direct result of margins attained  on  increased  sales volume as  described above  and the
contribution of $22.3 million from the  2007  Acquisitions, partially  offset by increases  in payroll,
healthcare, litigation costs and costs associated with the startup of our new Thailand maintenance and
repair facility.

Corporate general and administrative expenses increased by $4.8 million, or  33.4%, to

$19.4 million for the year ended March  31, 2007 from $14.5 million for  the year ended March 31, 2006,
primarily due to recognition of stock-based  compensation,  increased bonus accruals and a settlement  of
a $1.1 million claim.

31

Interest expense and other increased by $1.4  million,  or 13.6%, to $11.7  million for the year ended
March 31, 2007 from $10.3 million for  the  year  ended March 31,  2006. This increase was due to higher
average borrowings outstanding used to fund the 2007  Acquisitions  and our capital expenditures,
partially offset by lower interest on our  new convertible  notes issued on September 18, 2006 as
compared to the Senior Notes.

During  fiscal 2007, we recorded a charge for early extinguishment of debt totaling  $5.1 million
related to the prepayment of the Senior  Notes on October  4, 2006, which included a ‘‘make whole’’
premium of approximately $4.4 million and the  write-off of unamortized debt issuance costs related to
the Senior Notes of $0.7 million.

The effective income tax rates of 33.9% and 22.8% for the  year ended March 31, 2007 and  2006,

respectively, vary from the Federal statutory tax rate  of  35% primarily  due to tax  benefits realized from
export sales and domestic production  activities and from the  research and  development tax credit.
Additionally, fiscal 2006 included a $2.0 million reduction of income tax resulting from adjusting the
income tax rate at which reversals of  temporary differences were taxed  and a $2.2 million  reduction of
income tax expense related to the completion of income tax audits.

Business  Segment Performance

We  are a major supplier to the aerospace industry and have two  operating segments: (i) Triumph

Aerospace Systems Group; and (ii) Triumph Aftermarket Services  Group. Our  Aerospace Systems
segment includes 34 operating locations,  and  the Aftermarket Services  segment includes 17  operating
locations at March 31, 2008.

The Aerospace Systems segment consists of the Company’s  operations which manufacture products

primarily for the aerospace OEM market.  The Aerospace Systems segment’s operations design  and
engineer mechanical and electromechanical controls,  such as hydraulic systems  and components,  main
engine gearbox assemblies, accumulators  and  mechanical control cables.  The Aerospace Systems
segment’s revenues are also derived from  stretch forming,  die forming, milling, bonding, machining,
welding and assembly and fabrication  of  various structural components used in  aircraft wings,  fuselages
and other significant assemblies. Further,  the segment’s operations also design and manufacture
composite assemblies for floor panels, environmental control system  ducts and non-structural cockpit
components. These products are sold  to  various aerospace OEMs on  a  global basis.

The Aftermarket Services segment consists of  the Company’s operations that provide  maintenance,

repair and overhaul services to both  commercial and military markets on components and accessories
manufactured by third parties. Maintenance, repair  and overhaul revenues are  derived from services on
auxiliary power units, airframe and engine accessories,  including constant-speed drives,  cabin
compressors, starters and generators,  and  pneumatic drive units. In addition, the Aftermarket Services
segment’s operations repair and overhaul thrust  reversers, nacelle components and  flight control
surfaces. The Aftermarket Services segment’s operations  also perform repair  and overhaul services and
supply spare parts for various types of cockpit  instruments and  gauges  for a broad range  of  commercial
airlines on a worldwide basis.

32

Business  Segment Performance—Fiscal  year  ended March 31, 2008 compared to  fiscal year ended

March 31, 2007

Year Ended March 31,

2008

2007

%
Change

% of Total Sales

2008

2007

(in thousands)

NET SALES
Aerospace Systems . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket Services . . . . . . . . . . . . . . . . . . . . . . .
Elimination of inter-segment sales . . . . . . . . . . . . .

$ 907,376
246,609
(2,895)

$743,742
196,526
(2,941)

22.0% 78.8% 79.3%
25.5% 21.4% 21.0%
(1.6)% (.2)% (0.3)%

Total Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,151,090

$937,327

22.8% 100.0% 100.0%

Year Ended March 31,

2008

2007

(in thousands)

%
Change

% of Segment
Sales

2008

2007

SEGMENT OPERATING INCOME
. . . . . . . . . . . . . . . . . . . . . . . . . .
Aerospace Systems
Aftermarket Services . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$124,812
23,480
(21,967)

$101,867
11,384
(19,352)

22.5% 13.8% 13.7%
106.3% 9.5% 5.8%
(13.5)% n/a

n/a

Total Segment Operating Income . . . . . . . . . . . . . . . .

$126,325

$ 93,899

34.5% 11.0% 10.0%

Aerospace Systems: The Aerospace Systems segment net sales increased  by  $163.6  million, or
22.0%, to $907.4 million for the fiscal year  ended March 31, 2008 from  $743.7 million for the fiscal
year ended March 31, 2007. The increase was primarily due to organic sales growth  to  our OEM
customers of $150.5 million driven by increased aircraft build rates and  the net sales contributed from
the acquisition of the assets and business  of  Allied Aerospace Industries, Inc. (now Triumph Aerospace
Systems—Newport News).

Aerospace Systems segment operating income increased by $22.9 million, or 22.5%,  to

$124.8 million for the fiscal year ended March 31,  2008  from $101.9 million for the fiscal year ended
March 31, 2007. Operating income increased primarily due to margins  attained on increased sales
volume, partially offset by an  increase  of  $3.7 million in litigation  expenses, net of  insurance
reimbursements, and additional increases in payroll,  incentive compensation, and healthcare costs.

Aftermarket Services: The Aftermarket Services segment net sales increased by  $50.1 million, or

25.5%, to $246.6 million for the fiscal year  ended March 31, 2008 from  $196.5 million for the fiscal
year ended March 31, 2007. This increase  was due to the sales increase associated with the acquisition
of Triumph Accessory Services—Grand Prairie, Inc., and an increase in same store sales  of
$23.9 million due to new customers and products,  growth in global commercial air traffic and  U.S.
military maintenance requirements resulting in increased demand for repair and overhaul of auxiliary
power units and the brokering of similar  units.

Aftermarket Services segment operating  income increased by $12.1  million, or 106.3%, to
$23.5 million for the fiscal year ended March 31, 2008 from $11.4  million for the fiscal year ended
March 31, 2007. Operating income increased primarily due to margins  attained on increased sales
volume and the contribution from the acquisition of Triumph Accessory Services—Grand Prairie, Inc.
partially offset by increases in incentive compensation, write-offs of bad debt and  depreciation and
amortization expenses.

33

Business  Segment Performance—Fiscal  year  ended March 31, 2007 compared to  fiscal year ended

March 31, 2006

Year Ended March 31,

2007

2006

(in thousands)

%
Change

% of Total Sales

2007

2006

NET SALES
Aerospace Systems . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket Services . . . . . . . . . . . . . . . . . . . . . . . .
Elimination of inter-segment sales . . . . . . . . . . . . . .

$743,742
196,526
(2,941)

$593,759
159,198
(3,589)

25.3% 79.3% 79.2%
23.4% 21.0% 21.2%
(18.1)% (.3)% (0.4)%

Total Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$937,327

$749,368

25.1% 100.0% 100.0%

Year Ended March 31,

2007

2006

(in thousands)

%
Change

% of Segment
Sales

2007

2006

SEGMENT OPERATING INCOME
Aerospace Systems . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket Services . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$101,867
11,384
(19,352)

$ 67,122
8,556
(14,507)

51.8% 13.7% 11.3%
5.8% 5.4%
33.1%
n/a
33.4%

n/a

Total Segment Operating Income . . . . . . . . . . . . . . .

$ 93,899

$ 61,171

53.5% 10.0% 8.2%

Aerospace Systems: The Aerospace Systems segment net sales increased by  $150.0  million, or
25.3%, to $743.7 million for the year ended  March 31, 2007 from $593.8 million for the year ended
March 31, 2006. The increase was primarily due to increased sales to our OEM customers of
$94.2 million driven by increased aircraft build  rates  and the  net sales contributed from the acquisition
of the assets and business of Excel Manufacturing, Inc.  (now  Triumph  Structures-Wichita) and Allied
Aerospace Industries, Inc. (now Triumph  Aerospace Systems—Newport News) of $55.8  million.

Aerospace Systems segment operating income increased by $34.7 million, or 51.8%,  to

$101.9 million for the year ended March  31, 2007 from  $67.1 million for the year ended March  31,
2006. Operating income increased primarily due to margins attained on increased sales volume  and the
margins contributed from the Triumph Structures—Wichita  and Triumph Aerospace Systems—Newport
News acquisitions  of $19.7 million, partially offset  by increases in  payroll, research and development
costs, litigation costs and healthcare  costs.

Aftermarket Services: The Aftermarket Services segment net  sales increased by $37.3 million, or

23.4%, to $196.5 million for the year ended  March 31, 2007 from $159.2 million for the year ended
March 31, 2006. This increase was primarily due to organic  growth of $17.4  million which was
principally associated with global air traffic growth,  resulting in  increased demand  for our repair and
overhaul services and $19.9 million of  net  sales contributed from  the  acquisition  of the assets  and
business of Air Excellence International, Inc. and its affiliates (now  Triumph Interiors) and Grand
Prairie Accessory Services, LLC (now Triumph Accessory Services—Grand  Prairie).

Aftermarket Services segment operating income increased by $2.8  million, or 33.1%, to

$11.4 million for the year ended March  31, 2007 from $8.6 million for  the year ended March 31, 2006.
Operating income increased primarily  due to margins attained on increased sales  volume and the
contribution from the acquisition of  Triumph Interiors and Triumph Accessory  Services—Grand Prairie
of $2.6 million partially offset by increases in  payroll, costs associated with the startup of our new
Thailand maintenance and repair facility  and a charge related  to  a change in our  method of
recognizing revenue for the power by the  hour contracts.

34

Liquidity and Capital Resources

Our working capital needs are generally funded through cash flows from operations and
borrowings under our credit arrangements. During  the year  ended March  31, 2008, we generated
approximately $51.1 million of cash flows  from operating activities, used approximately $125.2 million
in investing activities and generated approximately  $79.8 million  in financing activities.

In February 2008, the Company acquired the assets  and  business of B. & R.  Machine  & Tool
Corp.  (now Triumph Structures—Long Island), located in Westbury, New York. The total cash paid at
closing for the acquisition of $67.0 million was  funded by borrowings under the  Company’s revolving
credit facility. Included in the purchase agreement is an earnout note for $13.0  million.  Payments under
the earnout note are contingent upon the  achievement  of certain earnings levels  during  the earnout
period. The maximum amounts payable  in respect of  fiscal 2009, 2010 and 2011,  respectively, are
$3.5 million, $4.5 million and $5.0 million, respectively.

In April 2006, the Company acquired the assets  and business of  Excel  Manufacturing, Inc. (now
Triumph Structures—Wichita), located  in  Wichita, Kansas. In April 2006, the Company  also acquired
the assets and business of Air Excellence International, Inc. and its affiliates (now Triumph  Interiors)
which  is headquartered in Pittsburgh,  Pennsylvania, and operates two other strategically located
facilities: Dallas, Texas, and Shannon,  Ireland. In November  2006, the  Company acquired Allied
Aerospace Industries, Inc. (now Triumph  Aerospace Systems—Newport News) located in  Newport
News, Virginia. In January 2007, the  Company acquired  Grand Prairie Accessory Services,  LLC (now
Triumph Accessory Services—Grand Prairie),  located in Grand Prairie,  Texas. The total cash paid at
closing for these acquisitions of approximately  $136.8 million  was  funded by borrowings under  the
Company’s revolving credit facility.

During  February 2008, the Company  exercised existing authority to make stock repurchases and
repurchased 220,000 shares of its outstanding shares under the  program  for an aggregate  consideration
of $12.3 million, funded by borrowings under the Company’s  existing amended and  restated credit
agreement (the ‘‘Credit Facility’’). In  February 2008, the  Company’s Board  of Directors then  authorized
an increase in the Company’s existing stock repurchase program by up to  an additional  500,000 shares
of its common stock. As a result, as of May 15, 2008,  the Company  remains able to purchase an
additional 500,800 shares. Repurchases may be made  from time to time in open market transactions,
block purchases, privately negotiated  transactions  or otherwise at prevailing  prices. No time  limit has
been set for completion of the program.

On September 18, 2006, the Company issued $201.3 million in  convertible senior subordinated
notes (the ‘‘Notes’’). The Notes are direct,  unsecured, senior  subordinated  obligations of the Company,
and rank (i) junior in right of payment to all  of  the Company’s existing and  future senior indebtedness,
(ii) equal in right of payment with any  other  future  senior  subordinated indebtedness, and  (iii) senior in
right of payment to all subordinated  indebtedness.

The Company received net proceeds  from the  sale of the Notes of approximately  $195.0 million

after deducting offering expenses of approximately $6.3 million. The use of the net proceeds from the
sale was for prepayment of the Company’s  outstanding Senior  Notes, including a make-whole premium,
fees and expenses in connection with  the prepayment, and to  repay a  portion of the outstanding
indebtedness  under the Company’s Credit Facility.  Approximately $6.3  million  in debt issuance costs
have been recorded as other assets in  the accompanying consolidated balance sheets. Debt  issuance
costs are being amortized over a period  of five years.

The Notes bear interest at a fixed rate of 2.625% per annum, payable  in cash  semi-annually in
arrears on each April 1 and October  1 beginning April 1, 2007. During the period commencing on
October 6, 2011 and ending on, but excluding,  April 1,  2012 and each six-month period from October 1
to March 31 or from April 1 to September 30  thereafter, the  Company will pay contingent interest

35

during the applicable interest period if the  average trading price of a Note  for the  five consecutive
trading days ending on the third trading day immediately preceding  the first day of the  relevant
six-month period equals or exceeds 120% of the principal amount of  the  Notes. The  contingent interest
payable per Note in respect of any six-month period  will  equal 0.25% per annum  calculated on the
average trading price of a Note for the  relevant five trading day period. This contingent interest feature
represents an embedded derivative. Since  it is  in the control of the Company to call the Notes at any
time after October 6, 2011, the value of  the derivative  was determined to be de  minimis. Accordingly,
no value has been assigned at issuance or at March  31, 2008.

The Notes mature on October 1, 2026  unless earlier redeemed, repurchased  or converted. The
Company may redeem the Notes for cash, either in whole or in part, anytime on  or after October  6,
2011 at a redemption price equal to 100% of the principal  amount  of the Notes to be redeemed plus
accrued and unpaid interest, including  contingent interest and additional  amounts,  if  any, up to but not
including the date of redemption. In  addition, holders  of  the Notes will  have the right to require  the
Company to repurchase for cash all or  a  portion of their Notes on October 1, 2011, 2016 and 2021, at
a repurchase  price equal to 100% of  the  principal  amount  of  the Notes  to be repurchased  plus accrued
and unpaid interest, including contingent  interest and additional amounts,  if  any, up to, but not
including, the date of repurchase. The Notes  are convertible  into  the Company’s  common stock at  a
rate equal to 18.3655 shares per $1,000  principal amount of  the  Notes  (equal to an  initial conversion
price of approximately $54.45 per share),  subject to adjustment as  described in the  Indenture.  Upon
conversion, the Company will deliver  to  the  holder  surrendering the  Notes for conversion, for each
$1,000 principal amount of Notes, an amount consisting of cash equal to the lesser  of  $1,000 and the
Company’s total conversion obligation  and,  to  the extent that the Company’s total conversion obligation
exceeds $1,000, at the Company’s election,  cash or shares of the  Company’s common  stock  in respect
of the remainder.

The Notes are eligible for conversion  upon meeting certain conditions as provided in the indenture

agreement. For the periods from October 1, 2007  through December 31,  2007 and January 1, 2008
through March 31, 2008, the Notes were  eligible for conversion; however,  during  this  period, none of
the Notes was converted.

To be included in the calculation of diluted earnings  per  share, the  average price of  the Company’s

common stock for the fiscal year must  exceed the conversion price per share of $54.45. The average
price of the Company’s stock for the fiscal  year  ended March 31,  2008 was $68.95,  therefore, 777,059
additional shares were included in the  diluted earnings per  share calculation. No  additional shares were
included in the diluted earnings per  share calculation for  the fiscal year ended March  31, 2007 since
the average price of the Company’s stock did not exceed the conversion price.

If the Company undergoes a fundamental change, holders of the  Notes will have the  right, subject
to certain conditions, to require the Company to repurchase for cash all or a  portion of their Notes at
a repurchase  price equal to 100% of  the  principal  amount  of  the Notes  to be repurchased  plus accrued
and unpaid interest, including contingent  interest and additional amounts,  if  any. The carrying amount
of convertible senior subordinated notes approximates fair value.

On October 4, 2006, the Company prepaid all of its outstanding  Senior Notes  and, accordingly, the

rights of the holders of the Senior Notes under the Note Purchase Agreement, dated November 21,
2002, between the Company and such holders, as  amended, ceased. The Senior Notes were  prepaid
with the proceeds from the Company’s  sale of the Notes as discussed above. Immediately prior  to
prepayment, $68.4 million aggregate  principal amount of  Class A Senior Notes, which carried a fixed
rate of interest of 6.06%, were outstanding,  and $56.0  million  aggregate  amount of Class B Senior
Notes, which carried a fixed rate of interest of 5.59%,  were  outstanding. If the  Company had not
prepaid the outstanding Senior Notes,  they would have  matured on  December 2, 2012, subject  to  a
requirement under the Note Purchase  Agreement  that the Company  annually prepay $8.0  million  of

36

the outstanding Class B Senior Notes  starting on December 2, 2006. The  Senior Notes  were senior
unsecured obligations of the Company  and  ranked junior in right of payment to the rights of the
Company’s secured creditors to the extent  of their security  in the Company’s assets, equal  in right of
payment to the rights of creditors under  the Company’s other existing and future  unsecured
unsubordinated obligations, senior in right of  payment to the rights  of creditors under obligations
expressly subordinated to the Senior Notes, and effectively subordinated to secured  and unsecured
creditors of the Company’s subsidiaries.  The prepayment  was made upon proper  notice to the  holders
of the Senior Notes at a price equal to  100% of the principal  amount  of the outstanding  Senior
Notes being prepaid, plus accrued and  unpaid interest of  approximately $2.5  million,  plus a ‘‘make
whole’’ premium of approximately $4.4 million based on the  value of the remaining scheduled interest
payments on the Senior Notes being prepaid. The Company expensed  the ‘‘make whole’’  premium of
$4.4 million as well as unamortized debt issuance costs  related to the  Senior Notes  of  $0.7 million in
the third quarter of fiscal 2007.

The indentures under the Company’s debt agreements and the Credit Facility contain restrictions

and covenants which include limitations on the Company’s ability to incur additional  indebtedness,
issue stock options or warrants, make certain  restricted payments and  acquisitions,  create liens, enter
into transactions with affiliates, sell substantial  portions of its assets  and pay cash dividends. Additional
covenants require compliance with financial  tests,  including leverage and interest coverage ratio.

At March 31, 2008, there were $193.8  million  in borrowings and $5.9  million in  letters of credit
outstanding under the Credit Facility. At  March 31,  2007, there  were $100.8  million in borrowings and
$6.3 million in letters of credit outstanding  under the Credit Facility.  The level of  unused borrowing
capacity  under the Company’s revolving  Credit Facility varies from time to time  depending in part  upon
its  compliance with financial and other  covenants set  forth in the related  agreement. The Company is
currently in compliance with all such covenants. As  of March 31,  2008, the Company had  borrowing
capacity  under the Credit Facility of $150.3 million, after  reductions for borrowings and letters  of credit
outstanding.

Effective April 2007, the Company entered into a  settlement agreement  with a customer relating

to a long-term supply agreement (‘‘LTSA’’). The  LTSA  is related  to  the Company’s acquisition of Rolls-
Royce Gear Systems, Inc., in fiscal 2004. The Company  has been producing  the component parts for
this  LTSA at a loss for approximately  two years which has been reserved  for through a loss contract
reserve.  The agreement provides for the parties to establish a transition  plan that provides  for the
customer to re-source the component parts  from other suppliers, essentially terminating  the Company’s
requirement to provide future deliveries  of these  component parts.  The agreement establishes a date of
no later than December 31, 2008 for completion of the  re-sourcing effort. Additionally, the  Company is
required to make a total of four payments of $0.5  million  upon successful transition of the component
parts by the customer to other vendors. A payment  of $0.5 million was made in October 2007. The
Company recorded the estimated impact of this settlement in its March  31, 2007 balance sheet, which
did not result in a significant adjustment  to the recorded  loss reserve. As  of  March 31, 2007  and
March 31, 2008, the recorded loss reserve was $7.2 million and $2.9 million, respectively. If the
transition is completed earlier than December 31, 2008, or the quantity, price  or cost of units delivered
by the Company is different than anticipated under the settlement  agreement, an adjustment to the
recorded  loss reserve may be required. Because  we cannot  determine the  extent of re-sourcing that may
occur or the timing of the re-sourcing,  we  monitor progress and make appropriate adjustments, as  may
be necessary, to the loss contract reserve  on a periodic basis.

Capital expenditures were approximately $62.4 million for the  fiscal year  ended March 31,  2008

primarily for manufacturing machinery  and equipment. We funded these expenditures through
borrowings under our Credit Facility. We expect capital expenditures to be in the  range of $55.0 to
$70.0 million for our fiscal year ending  March  31, 2009. The  expenditures are  expected to be used
mainly to expand capacity or replace  old equipment at  several facilities.

37

Our expected future cash flows for the  next five years for long term  debt,  leases and  other

obligations are as follows:

Contractual Obligations

Payments Due by Period

Total

Less than
1 year

1-3 years

4-5 years

After  5
Years

Debt Principal(1) . . . . . . . . . . . . . . . . . . . . . . .
Debt-Interest(2) . . . . . . . . . . . . . . . . . . . . . . . .
Operating Leases . . . . . . . . . . . . . . . . . . . . . . .
Purchase Obligations . . . . . . . . . . . . . . . . . . . .

$419,813
20,195
70,149
374,753

$

1,010
5,575
18,333
288,725

(in thousands)
$211,111
11,091
17,612
79,736

$200,048
2,993
12,764
6,218

$ 7,644
536
21,440
74

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$884,910

$313,643

$319,550

$222,023

$29,694

(1) Included in the Company’s balance  sheet at March  31, 2008.

(2) Includes fixed-rate interest only.

The above table excludes unrecognized tax  benefits of  $2.9  million  as of March  31, 2008 since  we

cannot predict with reasonable certainty  the timing  of  cash  settlements with  the respective taxing
authorities.

The table also excludes our pension  benefit  obligations.  We made pension contributions of

$2.7 million and $0.6 million in fiscal  2008 and 2007, respectively.  These  contributions include payments
related to a supplemental executive retirement plan of $2.3 million in  fiscal 2008, and payments  to  our
union pension plans of $0.4 million and $0.6 million in fiscal  2008 and 2007, respectively.  We  expect to
make pension contributions of $3.2 million to our pension plans during fiscal 2009.  See Note 10,
‘‘Employee Benefit Plans’’ of our Consolidated Financial Statements for  a further discussion of our
pension and other employee benefit  plans.

We  believe that cash generated by operations  and borrowings under the Credit Facility will be
sufficient to meet anticipated cash requirements for  our current operations. However, we have  a stated
policy to grow through acquisitions and are continuously  evaluating various acquisition opportunities.
As a result, we currently are pursuing the  potential purchase of a number  of  candidates. In the event
that more than one of these transactions  are successfully consummated, the availability under the
Credit  Facility might be fully utilized and  additional funding sources  may  be  needed. There  can be no
assurance that such funding sources will  be  available to us on  terms favorable  to  us, if  at all.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those  accounting policies that  can have a significant impact on the

presentation of our financial condition  and results of operations, and that require the use of complex
and subjective estimates based upon past experience and management’s judgment. Because of the
uncertainty inherent in such estimates, actual results  may  differ from these estimates. Below are those
policies applied in preparing our financial  statements that management  believes are  the most
dependent on the application of estimates and assumptions. For additional accounting policies, see
Note 2 of ‘‘Notes to Consolidated Financial Statements.’’

Allowance for Doubtful Accounts

Trade receivables are presented net of an allowance for doubtful  accounts. In determining the

appropriate allowance, we consider a  combination of factors, such  as industry trends,  our customers’
financial strength and credit standing, and payment and default  history.  The calculation of the required
allowance requires a judgment as to  the  impact  of  these  and other factors on the ultimate  realization of

38

our  trade receivables. We believe that these  estimates are reasonable and historically have not resulted
in material adjustments in subsequent periods  when the  estimates are adjusted  to  actual amounts.

Inventories

Inventories are stated at the lower of  cost or market using  the average cost or specific

identification methods. We write down our  inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost  of inventory and estimated market
value based upon assumptions about  future  demand and market conditions. If actual  market
conditions are less favorable than those anticipated, inventory adjustments  may be required.  We believe
that these estimates are reasonable and historically have not resulted in material adjustments in
subsequent periods when the estimates are adjusted  to  actual amounts.

Revenue Recognition

Revenues are recognized in accordance with the contract terms  when products are shipped,

delivery has occurred or services have  been rendered, pricing is fixed or determinable,  and collection is
reasonably assured. The Aftermarket Services Segment provides repair  and  overhaul services, certain of
which  services are provided under long  term power-by-the-hour  contracts. The Company applies  the
proportional performance method to recognize  revenue under these  contracts.  Revenue is  recognized
over the contract period as units are delivered based on the relative fair  value in proportion  to  the
total estimated contract consideration.

Reserves for contract losses are accrued when estimated costs to complete  exceed expected future

revenues. The Company’s policy with respect  to  sales  returns  and allowances  generally provides that the
customer may not return products or be given allowances, except at  the Company’s option.  Accruals  for
sales returns, other allowances, and estimated warranty costs  are  provided  at the time of shipment
based upon past experience.

Goodwill and Intangible Assets

Under Statement of Financial Accounting Standards (‘‘SFAS’’)  No. 142, Goodwill and Intangible

Assets (‘‘SFAS No. 142’’), goodwill and intangible assets with indefinite lives are not amortized; rather,
they are tested for impairment on at  least  an  annual basis. Additionally,  intangible assets with finite
lives continue to be amortized over their useful lives.

The Company’s operating segments of  Aerospace Systems and Aftermarket Services are  also the

reporting units under SFAS No. 142.  Each operating segment  has a  president who is  responsible  for
managing the segment and reporting to the president  and  CEO  of  the Company, the  Company’s Chief
Operating Decision Maker (‘‘CODM’’),  as defined  in SFAS No.  131, Disclosures about Segments of an
Enterprise and Related Information. Each of the operating segments is comprised of a number  of
operating units which are considered to be components  under SFAS No. 142. The operating units, for
which  discrete financial information exists, are  aggregated for purposes of goodwill  impairment testing.
The Company’s acquisition strategy is  to  acquire companies  that complement and enhance the
capabilities of the  operating segments  of  the  Company. Each acquisition is assigned to either the
Aerospace Systems reporting unit or  the Aftermarket  Services reporting unit. The goodwill that results
from each acquisition is also assigned to the reporting unit  to  which the  acquisition  is allocated,
because it is that reporting unit which is  intended to benefit  from  the synergies  of  the acquisition.

SFAS No. 142 requires a two-step impairment test for  goodwill. The first  step  is to compare the
carrying  amount of the reporting unit’s  assets to the fair  value of the reporting unit.  If the fair  value
exceeds the carrying value, no further  work is required  and  no impairment loss is  recognized. If  the
carrying  amount exceeds the fair value,  then the second step is required to be completed, which
involves allocating the fair value of the reporting unit  to  each asset and liability, with  the excess being

39

implied goodwill. An impairment loss occurs  if the amount of the recorded  goodwill  exceeds  the
implied goodwill. The determination  of the fair  value of our reporting units  is based,  among  other
things, on estimates of future operating performance of the  reporting unit being valued.  We are
required to complete an impairment  test  for goodwill  and record  any  resulting impairment losses at
least annually. Changes in market conditions,  among other factors, may have an impact on these
estimates and require interim impairment assessments. We completed our  required annual impairment
test in the fourth quarter of fiscal 2008 and determined that there was  no impairment.  For  our
impairment test, we use market multiples from  an external source  for an  average of stock price to
earnings before interest, taxes, depreciation and amortization (‘‘EBITDA’’) for certain companies  in the
aerospace and defense markets in computing the fair value of  each reporting unit.  In the  event that
market multiples for stock price to EBITDA in the aerospace and  defense markets decrease, or  the
expected EBITDA for our reporting  units decreases,  a goodwill impairment charge  may be required,
which  would adversely affect our operating results and financial condition.  No impairment  charges  have
been incurred since the adoption of SFAS No. 142.

Recently Issued Accounting Pronouncements

In May 2008, the Financial Accounting Standards  Board (‘‘FASB’’) issued FASB Staff Position
(‘‘FSP’’) No. APB 14-1, Accounting for Convertible Debt Instruments That  May  Be Settled in Cash  Upon
Conversion (Including Partial Cash Settlement) (‘‘FSP APB 14-1’’). FSP APB 14-1 clarifies that
convertible debt instruments that may be settled in cash  upon conversion (including partial cash
settlement) are not addressed by paragraph 12 of APB  Opinion No.  14, Accounting for Convertible Debt
and Debt Issued with Stock Purchase Warrants. Additionally, this FSP specifies that issuers of  such
instruments should separately account for  the liability and equity components  in a manner that will
reflect the entity’s nonconvertible debt  borrowing rate when interest cost is recognized  in subsequent
periods. This FSP is effective for financial  statements  issued for  fiscal  years beginning after
December 15, 2008, and interim periods  within  those fiscal years. Early  adoption is not permitted.  The
Company is currently evaluating the  impact  of the adoption of FSP APB 14-1 on the Company’s
financial condition and results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities (‘‘SFAS 161’’), which amends and expands the  disclosure requirements of FASB
Statement No. 133,  Accounting for Derivative Instruments and Hedging Activities (‘‘SFAS 133’’), with the
intent to provide users of financial statements with an enhanced understanding of:  (a) how and why an
entity uses derivative instruments; (b) how derivative instruments and related  hedged items are
accounted for under SFAS 133 and its  related interpretations; and (c)  how derivative  instruments and
related hedged items affect an entity’s  financial position, financial performance and cash flows.
SFAS 161 requires enhanced qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value  amounts of and gains and losses on derivative instruments and
enhanced disclosures about credit-risk-related contingent  features  in derivative instruments. This
statement applies to all entities and all derivative  instruments.  SFAS 161 is  effective for  financial
statements issued for fiscal years and  interim  periods beginning after November 15, 2008.

In December 2007, the FASB issued SFAS  No. 141(R), Business Combinations (‘‘SFAS 141(R)’’)

and SFAS No. 160, Accounting and Reporting of Noncontrolling  Interests in Consolidated  Financial
Statements, an amendment of ARB No.  51 (‘‘SFAS 160). SFAS 141(R) and SFAS 160  significantly change
the accounting for and reporting of business combination transactions and noncontrolling (minority)
interests. SFAS 141(R) and SFAS 160 are effective for fiscal years beginning after December 15, 2008.
SFAS 141(R) and SFAS 160 are effective  prospectively; however, the reporting  provisions of SFAS 160
are effective retroactively. SFAS 141(R)  is required  to  be  adopted concurrently with SFAS 160. The
Company is currently evaluating the  impact of the adoption of SFAS 141(R) and SFAS 160 on the
Company’s financial condition and results  of operations.

40

In July 2007, the FASB ratified Emerging Issues Task  Force Issue No. 06-11 Accounting for the
Income Tax Benefits of Dividends on Share-Based Payments  Awards (‘‘EITF 06-11’’). EITF 06-11 requires
companies to recognize the tax benefits  of dividends on  unvested share-based  payments in  equity and
reclassify those tax benefits from additional  paid-in capital  (‘‘APIC’’)  to  the income statement when the
related award is forfeited or no longer expected to vest. The amount reclassified is limited to the
amount of the Company’s APIC pool  balance on the reclassification date. EITF 06-11 is effective, on a
prospective basis, for fiscal years beginning after December 15,  2007. The Company  has determined the
impact of adopting EITF 06-11 will not be material to the Company’s results of  operations or  financial
condition.

In March 2007, the FASB ratified Emerging  Issues Task  Force Issue No. 06-10 Accounting for
Collateral Assignment Split-Dollar Life Insurance  Agreements (‘‘EITF 06-10’’). EITF 06-10 provides
guidance for determining a liability for the  post-retirement benefit  obligation  as well as  recognition and
measurement of the associated asset on the basis  of the terms of the collateral assignment agreement.
EITF 06-10 is effective for fiscal years beginning after December 15,  2007. The Company  has
determined the impact of adopting EITF  06-10 will  not  be  material  to  the Company’s  results of
operations or financial condition.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and

Financial Liabilities, including an amendment of FASB  Statement No.  115 (‘‘SFAS 159’’). SFAS 159
permits the Company to elect fair value  as the initial and subsequent measurement attribute  for certain
financial assets and liabilities that are  not  otherwise required  to  be  measured at fair value, on an
instrument-by-instrument basis. If the Company elects the fair  value option, it would  be  required to
recognize changes in fair value in its  earnings. This standard also establishes presentation and
disclosure requirements designed to improve comparisons between entities  that  choose different
measurement attributes for similar types  of assets and liabilities. SFAS 159 is effective for  fiscal years
beginning after November 15, 2007 although early adoption  is permitted. The Company does  not  expect
to elect the fair value measurement option provided by SFAS 159.

In September 2006, the FASB issued  SFAS No. 157, Fair Value Measurements (‘‘SFAS 157’’).

SFAS 157 does not require additional  fair  value measures but defines fair value, establishes a
framework for measuring fair value in accordance  with generally  accepted accounting principles and
expands disclosures about fair value measurements. SFAS  157 is effective for the fiscal years beginning
after November 15, 2007; however, the  FASB has  agreed to a one-year deferral  of  the adoption of
SFAS 157 for non-financial assets and  liabilities. The Company’s evaluation of the impact of the
adoption of SFAS  157 is ongoing; however,  the Company  does not  expect the  impact  of SFAS 157 on
the Company’s financial condition and results of operations to be material.

In June 2006, the FASB issued Interpretation No.  48, Accounting for Uncertainty in Income  Taxes,

an interpretation of SFAS No. 109 (‘‘FIN 48’’).  FIN  48 creates a  single model to address accounting for
uncertainty in tax positions by prescribing a minimum recognition threshold a tax position is required to
meet before being recognized in the  financial statements. FIN  48 also provides guidance on
derecognition, measurement, classification,  interest  and penalties, accounting in  interim periods,
disclosure and transition. FIN 48 is effective for  fiscal  years beginning after  December 15,  2006. In
connection with its adoption of FIN 48  on  April 1,  2007, the  Company recognized a charge of
approximately $0.3 million to retained earnings.  See Note 6 of ‘‘Notes  to  Consolidated Financial
Statements’’ for additional information regarding  the Company’s uncertain  tax positions.

Stock-Based Compensation

Through March 31, 2006, the Company used the  accounting method  set forth in  Accounting
Principles Board Opinion No. 25 (‘‘APB 25’’)  and related interpretations in accounting  for its employee
stock options. Under APB 25, generally,  when the  exercise price  of  the Company’s employee stock

41

options equals the  market price of the underlying stock on  the date  of grant, no  compensation cost is
recognized.

In December 2004, the FASB issued SFAS No.  123R, Share-Based Payment, which requires

companies to measure compensation cost for  all  share-based payments (including employee  stock
options) at fair value. The Company adopted  SFAS No. 123R, using  the modified-prospective transition
method, beginning on April 1, 2006, and therefore began to expense  the fair  value of all outstanding
options over their remaining vesting periods  to  the extent the options were not fully  vested  as of the
adoption date and began to expense the fair  value of  all options  granted subsequent to March 31, 2006
over their requisite service periods. SFAS  No. 123R  also requires the benefits of  tax deductions in
excess of recognized compensation expense to be reported as  a financing  cash flow ($1.7 million and
$1.9 million for fiscal years ended March  31, 2008 and March  31, 2007, respectively), rather than an
operating cash flow. Stock-based compensation expense  related to employee stock options recognized
under SFAS No. 123R for fiscal 2008  and fiscal  2007 was $2.8 million and $2.5  million, respectively,
and in accordance with Staff Accounting  Bulletin (‘‘SAB’’) 107  the Company  has classified share-based
compensation within selling, general and administrative expenses to correspond with  the same line
item as the majority of the cash compensation paid to employees. Previous periods have not been
restated.  The Company estimates it will record share-based compensation  expense of approximately
$3.3 million in fiscal 2009. This estimate  may be impacted by potential  changes  to  the structure  of  the
Company’s share-based compensation  plans which could  impact  the number  of  stock options  granted in
fiscal 2009, changes in valuation assumptions,  and changes in the market price  of the Company’s
common stock, among other things and,  as a  result, the actual share-based compensation  expense in
fiscal 2009 may differ from the Company’s  current estimate.  (See  Note 11 of ‘‘Notes to Consolidated
Financial Statements’’ for further details).

Forward-Looking Statements

This report contains forward-looking statements within the meaning  of  the Private  Securities
Litigation Reform Act of 1995 relating  to  our future operations and prospects, including statements
that are based on current projections  and  expectations about the markets in which we operate, and
management’s beliefs concerning future  performance and capital  requirements based upon  current
available information. Such statements are based on management’s beliefs  as well as  assumptions  made
by and information currently available to management.  When used in this document,  words like  ‘‘may,’’
‘‘might,’’  ‘‘will,’’ ‘‘expect,’’ ‘‘anticipate,’’  ‘‘believe,’’ ‘‘potential,’’ and  similar expressions are intended  to
identify forward-looking statements. Actual results  could  differ materially from management’s current
expectations. For example, there can be no  assurance that additional  capital will not be required or that
additional capital, if required, will be  available on reasonable terms,  if at all, at such times and in such
amounts as may be needed by us. In  addition to these  factors,  among other  factors that could cause
actual results to differ materially, are  uncertainties relating to the integration of acquired businesses,
general economic conditions affecting  our  business segments, dependence of certain  of  our  businesses
on certain key customers as well as competitive  factors relating to the aviation and  metals industries.
For a  more detailed discussion of these  and other factors affecting  us, see the risk factors  described in
‘‘Item 1A. Risk Factors’’.

Item 7A. Quantitative and Qualitative  Disclosures About Market Risk

Market Risk

Our primary exposure to market risk  consists of changes  in interest rates on  borrowings. An
increase in interest rates would adversely  affect  our  operating results  and  the cash  flow available after
debt service to fund operations and expansion. In addition, an increase in interest rates would adversely
affect our ability to pay dividends on  our common stock, if  permitted to do  so under certain of our
debt arrangements, including the Credit  Facility. We manage exposure to interest rate fluctuations by

42

optimizing  the  use  of  fixed  and  variable  rate  debt.  As  of  March 31,  2008,  approximately  52%  of  our
debt is fixed rate debt. In March 2008,  the  Company entered into a thirty-nine month interest  rate
swap to exchange floating rate for fixed  rate interest payments to hedge against interest rate changes
on $85.0 million of the Company’s outstanding balance of  the  Credit  Facility. The Company utilizes the
swap to provide protection to meet actual  exposures and does not speculate in derivatives. The net
effect of the spread between the floating  rate (30-day LIBOR) and  the  fixed rate  (2.925%) will be
reflected as an adjustment to interest  expense in the  period  incurred. No  gain or loss was recognized in
earnings during fiscal year 2008. The  Company estimates that $0.6 million of losses presently in
accumulated other comprehensive income  will be reclassified into earnings during  fiscal  year  2009. The
information below summarizes our market risks associated with debt  obligations and should  be  read in
conjunction with Note 7 of ‘‘Notes to Consolidated Financial Statements.’’

The following table presents principal cash flows and the related interest  rates. Fixed interest rates

disclosed represent the weighted average rate as of March 31, 2008.  Variable interest rates disclosed
fluctuate with the  LIBOR, federal funds  rates and other weekly rates and  represent  the weighted
average rate at March 31, 2008.

Expected Years of Maturity

Fixed rate cash flows

Next 12
Months Months

13-24

25-36
Months

37-48
Months

49-60
Months

Thereafter

Total

(in thousands) . . . . . . . . . . .

$ 933

$4,400

$206,649

$

5,809

$ 490

$1,830

$220,111

Weighted average interest

rate (%) . . . . . . . . . . . . . . . .

6.07

3.76

2.65

3.56

5.79

4.01

Variable rate cash flows

(in thousands) . . . . . . . . . . .

$ 77

$

61

$

0

$193,750

$

0

$5,814

$199,702

Weighted average interest

rate (%) . . . . . . . . . . . . . . . .

6.17

6.17

—

3.80

—

4.21

There are no other significant market  risk exposures.

Item 8. Financial Statements and Supplementary  Data

43

Report of Independent Registered Public  Accounting Firm

To the Board of Directors and Stockholders  of Triumph Group, Inc.

We  have audited the accompanying consolidated balance sheets of Triumph Group, Inc. as of
March 31, 2008 and 2007, and the related consolidated  statements of income, stockholders’ equity, and
cash flows for each of the three years in the period  ended March  31, 2008. Our audits also included the
financial statement schedule listed in the  index at Item 15(a).  These  financial statements  and
schedule are the responsibility of the Company’s management. Our  responsibility is  to  express an
opinion on these financial statements  and  schedule based  on our audits.

We  conducted our audits in accordance with the standards  of  the Public Company Accounting
Oversight Board (United States). Those  standards require that we  plan and perform the audit to obtain
reasonable assurance about whether  the  financial  statements are free  of material misstatement.  An
audit includes examining, on a test basis, evidence  supporting the amounts and disclosures  in the
financial statements. An audit also includes assessing the accounting  principles used  and significant
estimates made by management, as well as  evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable  basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly,  in all
material respects, the consolidated financial  position of  Triumph  Group, Inc. at March 31,  2008 and
2007, and the consolidated results of  its  operations  and its cash flows for  each  of the three years in the
period ended March 31, 2008, in conformity with  U.S. generally accepted accounting principles. Also, in
our  opinion, the related financial statement schedule,  when considered in relation to the  basic financial
statements taken as a whole, presents fairly in all  material respects the information set forth  therein.

As discussed in Notes 2 and 6, the Company changed its method of accounting for uncertain  tax
positions in 2008. As discussed in Note  2, the  Company changed  its  method of accounting  for employee
stock compensation plans in 2007. Also, as  discussed in Note 10, the Company  changed its method  of
accounting for defined benefit pension and  other postretirement  plans in  2007.

We  also have audited, in accordance  with the standards of  the Public Company Accounting
Oversight Board (United States), Triumph Group, Inc.’s internal  control over financial reporting  as of
March 31, 2008, based on criteria established in  Internal Control-Integrated Framework issued  by  the
Committee of Sponsoring Organizations  of  the Treadway  Commission and our  report dated May 27,
2008 expressed an unqualified opinion thereon.

/S/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
May 27, 2008

44

TRIUMPH GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share  data)

March 31,

2008

2007

Current assets:

ASSETS

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, less allowance for doubtful  accounts of $4,723

and $3,857 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets  held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

13,738

$

7,243

207,975
361,667
24,763
1,450
5,207

614,800
324,095
383,740
78,488
13,712

168,372
296,080
28,643
2,045
6,713

509,096
283,681
339,930
69,919
17,261

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,414,835

$1,219,887

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities related to assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 120,117
83,397
4,587
1,509
1,010

$ 101,332
75,582
7,545
1,484
5,702

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

210,620

191,645

Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

418,803
1,437
91,246

310,481
—
90,398

Stockholders’ equity:

Common stock, $.001 par value, 50,000,000 shares  authorized,  16,517,374

and 16,469,617 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost, 213,950 and 0  shares . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16
288,154
(12,003)
2,950
413,612

16
278,177
—
(120)
349,290

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

692,729

627,363

Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . .

$1,414,835

$1,219,887

See notes to consolidated financial statements.

45

TRIUMPH GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

Year ended March 31,

2008

2007

2006

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,151,090

$937,327

$749,368

Operating costs and expenses:

Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . .

822,288
159,262
43,215

671,838
135,887
35,703

549,307
108,063
30,827

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge for early extinguishment of debt . . . . . . . . . . . . . . . . . . . . .

Income from continuing operations before  income  taxes . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,024,765

843,428

688,197

126,325
13,422
—

112,903
37,161

93,899
11,706
5,088

77,105
26,129

61,171
10,304
—

50,867
11,608

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations, net

75,742
(8,468)

50,976
(3,905)

39,259
(4,744)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

67,274

$ 47,071

$ 34,515

Earnings per share—basic:

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations, net . . . . . . . . . . . . . . . . . . . .

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted average common shares outstanding—basic . . . . . . . . . . .

Earnings per share—diluted:

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations, net . . . . . . . . . . . . . . . . . . . .

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

$

4.59
(0.51)

4.08

16,497

4.32
(0.48)

3.84

$

$

$

$

3.14
(0.24)

2.90

16,220

3.11
(0.24)

2.87

$

$

$

$

2.47
(0.30)

2.17

15,920

2.45
(0.30)

2.15

Weighted average common shares outstanding—diluted . . . . . . . . .

17,540

16,413

16,060

See notes to consolidated financial statements.

46

TRIUMPH GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

Balance  at  March 31,  2005 . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . .

Foreign currency translation

adjustment . . . . . . . . . . . . . . . . . .

Minimum pension liability adjustment,

net  of  income  tax benefit of  $140 . . .

Unrealized  gain on  securities,  net of

income taxes of $37 . . . . . . . . . . . .

Total comprehensive income . . . . . .

Exercise of stock  options . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . .

Balance  at  March 31,  2006 . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . .
Foreign currency translation

adjustment . . . . . . . . . . . . . . . . . .

Minimum pension liability adjustment,

net  of  income  tax benefit of  $330 . . .

Reclassification  adjustment for  realized
gain on securities, net of income  tax
benefit  of $37 . . . . . . . . . . . . . . . .

Total comprehensive income . . . . . .

Adoption of SFAS No.  158, net of

income taxes of $948 . . . . . . . . . . .
Exercise of stock  options . . . . . . . . . .
Cash  dividends ($0.12  per  share) . . . . .
Share-based compensation . . . . . . . . .
Excess  tax benefit from exercise of

stock options

. . . . . . . . . . . . . . . .

Balance  at  March  31, 2007 . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . .
Foreign currency translation

adjustment . . . . . . . . . . . . . . . . . .

Pension  liability adjustment, net of

income tax benefit  of $396 . . . . . . .

Change in fair value  of interest rate
swap,  net of income tax  benefit  of
$196 . . . . . . . . . . . . . . . . . . . . . .

Total comprehensive income . . . . . .

Adoption of FIN. 48 . . . . . . . . . . . . .
Purchase  of  220,000  shares  of common

stock . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock  options . . . . . . . . . .
Cash  dividends ($0.16  per  share) . . . . .
Share-based compensation . . . . . . . . .
Excess  tax benefit from exercise of

stock options

. . . . . . . . . . . . . . . .

Common
Stock
All Classes

Capital in
Excess of
Par Value

Treasury
Stock

Accumulated
Other
Comprehensive
(Loss)  Income

$16

$259,448

$ (3,057)

$

306

Retained
Earnings

$269,950
34,515

Total

$526,663
34,515

(699)

169

62

(3)
679

2,602

(285)

(699)

169

62

34,047

2,314
679

16

260,124

(455)

(162)

304,180
47,071

563,703
47,071

1,155

562

(62)

(1,613)

13,588

455

2,524

1,941

16

278,177

—

(120)

(1,961)

349,290
67,274

2,731

674

(335)

1,155

562

(62)

48,726

(1,613)
14,043
(1,961)
2,524

1,941

627,363
67,274

2,731

674

(335)

70,344

(12,342)
339

5,431

2,809

1,737

(291)

(291)

(2,661)

(12,342)
5,770
(2,661)
2,809

1,737

Balance  at  March  31, 2008 . . . . . . . . . .

$16

$288,154

$(12,003)

$ 2,950

$413,612

$692,729

See notes to consolidated financial statements.

47

TRIUMPH GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

Operating Activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income  to  net cash  provided by

operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . .
Other amortization included in interest expense . . . . . . . . . . . . .
Provision for doubtful accounts receivable . . . . . . . . . . . . . . . . . .
Provision for deferred income taxes . . . . . . . . . . . . . . . . . . . . . .
Employee stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in other current assets and liabilities, excluding the

effects of acquisitions:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and income  taxes payable . . .
Changes in discontinued operations . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended March 31,

2008

2007

2006

$ 67,274

$ 47,071

$ 34,515

43,215
1,621
1,643
8,380
2,809

35,703
1,835
1,047
5,969
2,524

30,827
748
983
(489)
—

(36,112)
(54,903)
591
21,665
(3,913)
(1,148)

(9,571)
(51,330)
(623)
16,305
(792)
(2,699)

(18,596)
(15,019)
(903)
5,751
(3,405)
5,182

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . .

51,122

45,439

39,594

Investing Activities
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of assets and businesses . . . . . . . . . . . . . . . . . .
Cash used for businesses and intangible assets  acquired . . . . . . . . . .

(62,368)
5,698
(68,527)

(59,191)
1,123
(140,332)

(27,991)
114
(15,351)

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . .

(125,197)

(198,400)

(43,228)

Financing Activities
Net increase in revolving credit facility . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . .
Retirement of long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt and capital lease obligations . . . . . . . . . . . . . . .
Payment  of deferred financing cost . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options, including excess tax benefit
of $1,737 and $1,941 in 2008 and 2007 . . . . . . . . . . . . . . . . . . . .

68,975
92,950
161
202,088
— (124,424)
(114)
(6,252)
(1,961)
—

(5,775)
(72)
(2,661)
(12,342)

7,507

15,984

Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . .

79,768

154,296

Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . .

Net change in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

802

6,495
7,243

265

1,600
5,643

5,575
4,888
(2,320)
(4,508)
(1,317)
—
—

2,314

4,632

(135)

863
4,780

Cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 13,738

$

7,243

$ 5,643

See notes to consolidated financial statements.

48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

1. BASIS OF PRESENTATION

Triumph Group, Inc. (‘‘Triumph’’) is  a Delaware corporation  which, through  its operating
subsidiaries, designs, engineers, manufactures and sells  products  for the  global aerospace original
equipment manufacturers (‘‘OEMs’’) of  aircraft and  aircraft  components and  repairs and overhauls
aircraft components and accessories for  commercial airline, air cargo carrier and  military customers  on
a worldwide basis. Triumph and its subsidiaries (collectively,  the  ‘‘Company’’) is organized based  on the
products and services that it provides. Under this organizational structure, the Company has two
reportable segments: the Aerospace Systems Group and the  Aftermarket Services Group.

The Aerospace Systems segment consists of the Company’s  operations which manufacture products

primarily for the aerospace OEM market.  The segment’s  operations design and  engineer mechanical
and electromechanical controls, such  as hydraulic  systems and components, main  engine
gearbox assemblies, accumulators and mechanical control cables. The  segment’s revenues are also
derived from stretch forming, die forming, milling, bonding, machining, welding and assembly and
fabrication of various structural components used in aircraft  wings, fuselages and other significant
assemblies. Further, the segment’s operations also design and manufacture composite assemblies for
floor panels, environmental control system ducts and non-structural cockpit components. These
products are sold to various aerospace OEMs on  a global basis.

The Aftermarket Services segment consists of  the Company’s operations that provide  maintenance,

repair and overhaul services to both  commercial and military markets on components and accessories
manufactured by third parties. Maintenance, repair  and overhaul revenues are  derived from services on
auxiliary power units, air frame and engine  accessories, including  constant-speed drives, cabin
compressors, starters and generators,  and  pneumatic drive units. In addition, the segment’s  operations
repair and overhaul thrust reversers, nacelle components  and flight control  surfaces. The segment’s
operations also perform repair and overhaul services, and supply  spare  parts, for various types  of
cockpit instruments and gauges for a broad range of commercial  airlines on  a worldwide basis.

Repair services generally involve the  replacement of parts and/or  the remanufacture of parts, which

is similar to the original manufacture of  the part. The processes that the  Company performs related  to
repair and overhaul services are essentially the  repair of  wear parts  or replacement of parts that are
beyond economic repair. The repair service generally involves  remanufacturing a  complete part  or a
component of a part.

The accompanying consolidated financial statements include the accounts of  Triumph and its
subsidiaries. Intercompany accounts and transactions have been  eliminated from the  consolidated
financial statements.

The preparation of financial statements  in conformity with  accounting principles generally accepted

in the United States requires management to make estimates and assumptions that affect the  amounts
reported in the financial statements and  accompanying notes. Actual results  could  differ  from those
estimates.

Certain reclassifications have been made to prior year amounts in order  to conform to the current

year presentation.

49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES

Concentration of Credit Risk

Accounts receivable are recorded net of an allowance for doubtful accounts. The Company
performs ongoing credit evaluations of  its customers  and generally does not require  collateral. The
Company records the allowance for doubtful  accounts based  on prior experience  and for specific
collectibility matters when they arise.  The Company  writes  off balances against the reserve when
collectibility is deemed remote.

The Company’s trade accounts receivable are exposed to credit  risk; however, the risk is  limited

due to the diversity of the customer  base  and  the customer base’s  wide  geographical area. Trade
accounts receivable from The Boeing Company (‘‘Boeing’’) represented  approximately 17% and 16% of
total accounts receivable as of March  31, 2008 and 2007,  respectively. The Company had  no other
significant concentrations of credit risk. Sales to Boeing for fiscal 2008 were $259,516,  or 23% of net
sales, of which $215,018 and $44,498  were  from the Aerospace Systems segment and the Aftermarket
Services segment, respectively. Sales  to  Boeing for fiscal 2007 were $205,440 or 22%  of net sales, of
which  $172,829 and $32,611 were from the Aerospace Systems  segment and the Aftermarket Services
segment, respectively. Sales to Boeing for  fiscal 2006 were $164,992, or 22% of net  sales, of  which
$137,120 and $27,872 were from the  Aerospace Systems segment and the Aftermarket Services
segment, respectively. No other single customer accounted  for more than 10%  of the Company’s  net
sales; however, the loss of any significant customer, including Boeing, could have a material adverse
effect on the Company and its operating subsidiaries.

Inventories

Inventories are stated at the lower of  cost or market using  the average cost or specific

identification methods. We write down our  inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost  of inventory and estimated market
value based upon assumptions about  future  demand and market conditions. If actual  market
conditions are less favorable than those anticipated, inventory adjustments  may be required.  We believe
that these estimates are reasonable and historically have not resulted in material adjustments in
subsequent periods when the estimates are adjusted  to  actual amounts.

Property and Equipment

Property and equipment, which includes equipment  under capital lease and  leasehold

improvements, are recorded at cost and  depreciated  over the estimated useful lives of the  related
assets, or the initial lease term if shorter in the  case of leasehold  improvements,  by  the straight-line
method. Buildings and improvements are depreciated over a  period of 15 to 391⁄2 years, and machinery
and equipment are depreciated over a  period of 7  to  15 years  (except for furniture, fixtures  and
computer equipment which are depreciated  over a period of 3 to 10 years).

Goodwill and Intangible Assets

The Company accounts for purchased goodwill and intangible assets in  accordance with Statement

of Financial Accounting Standards (‘‘SFAS’’) No.  142, Goodwill and Other Intangible Assets (‘‘SFAS
No. 142’’). Under SFAS No. 142, purchased goodwill and intangible assets  with indefinite lives are  not
amortized; rather, they are tested for  impairment on at  least an annual basis. Intangible assets with
finite lives are amortized over their useful lives.

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES  (Continued)

The Company’s operating segments of  Aerospace Systems and Aftermarket Services are  also the

reporting units under SFAS No. 142.  Each operating segment  has a  president who is  responsible  for
managing the segment and reporting to the president  and  CEO  of  the Company, the  Company’s Chief
Operating Decision Maker (‘‘CODM’’),  as defined  in SFAS No.  131, Disclosures about Segments of an
Enterprise and Related Information. Each of the operating segments is comprised of a number  of
operating units which are considered to be components  under SFAS No. 142. The operating units, for
which  discrete financial information exists, are  aggregated for purposes of goodwill  impairment testing.
The Company’s acquisition strategy is  to  acquire companies  that complement and enhance the
capabilities of the  operating segments  of  the  Company. Each acquisition is assigned to either the
Aerospace Systems reporting unit or  the Aftermarket  Services reporting unit. The goodwill that results
from each acquisition is also assigned to the reporting unit  to  which the  acquisition  is allocated,
because it is that reporting unit which is  intended to benefit  from  the synergies  of  the acquisition.

In order to test goodwill and intangible assets  with indefinite lives under SFAS No. 142, a
determination of the fair value of the Company’s reporting units and intangible assets  with indefinite
lives is required and is based, among other things, on  estimates of future operating performance of  the
reporting unit and/or the component of  the entity being valued. The Company is required to complete
an impairment test for goodwill and intangible  assets with  indefinite lives and  record any  resulting
impairment losses at least on an annual  basis. The Company  uses an income approach to determine the
fair value of its reporting units and intangible assets with indefinite  lives. Changes in market  conditions,
among other factors, may have an impact on these fair values.  The  Company completed  its  required
annual impairment tests in the fourth  quarters of fiscal 2008, 2007  and 2006  and determined  that  there
was no impairment.

Revenue Recognition

Revenues are recognized in accordance with the contract terms  when products are shipped,

delivery has occurred or services have  been rendered, pricing is fixed or determinable,  and collection is
reasonably assured. The Aftermarket Services Segment provides repair  and  overhaul services, certain of
which  services are provided under long  term power-by-the-hour  contracts. The Company applies  the
proportional performance method to recognize  revenue under these  contracts.  Revenue is  recognized
over the contract period as units are delivered based on the relative fair  value in proportion  to  the
total estimated contract consideration.  Reserves for  contract losses are accrued when estimated costs  to
complete exceed expected future revenues.  The Company’s policy with respect to sales returns and
allowances generally provides that the customer may not return  products or be given allowances,  except
at the Company’s option. Accruals for  sales  returns, other allowances, and estimated warranty costs  are
provided at the time of shipment based  upon  past experience.

Shipping and Handling Costs

The cost of shipping and handling products is included in cost  of products sold.

Research and Development Expense

Research and development expense was  approximately $9,883, $8,767 and $7,988 for the fiscal

years ended March 31, 2008, 2007 and  2006, respectively.

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES  (Continued)

Foreign Currency Translation

The determination of the functional currency  for Triumph’s  foreign subsidiaries  is made based on

appropriate economic factors. The functional  currency of the Company’s  subsidiaries  in the United
Kingdom and Thailand is the U.S. dollar since that is  the currency in which those  entities primarily
generate and expend cash. The financial  statements  of the Company’s  French subsidiaries are measured
using the local currency as the functional currency. Assets  and  liabilities of  these  subsidiaries  are
translated at the rates of exchange at the  balance sheet date.  Income and expense  items are translated
at average monthly rates of exchange.  The  resultant  translation adjustments  are included in
accumulated other comprehensive income.  At March 31,  2008 and  2007, accumulated comprehensive
income resulting from foreign currency  translation was $5,111 and $2,380,  respectively. Gains  and losses
arising from foreign currency transactions  of these subsidiaries  are  included in  net earnings.

Income Taxes

In accordance with the provisions of  SFAS No. 109, Accounting for Income Taxes, the Company
accounts for income taxes using the asset  and liability method. The asset and  liability  method requires
recognition of deferred tax assets and liabilities for expected future tax  consequences of temporary
differences that currently exist between tax bases and financial reporting bases of the Company’s assets
and liabilities.

Recently Issued Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board  (‘‘FASB’’) issued FASB Staff Position
(‘‘FSP’’) No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash  Upon
Conversion (Including Partial Cash Settlement) (‘‘FSP APB 14-1’’). FSP APB 14-1 clarifies that
convertible debt instruments that may be settled in cash upon conversion (including partial cash
settlement) are not addressed by paragraph  12 of APB Opinion No.  14, Accounting for Convertible Debt
and Debt Issued with Stock Purchase Warrants. Additionally, this FSP specifies that  issuers of such
instruments should separately account for  the liability and  equity components  in a manner that will
reflect the entity’s nonconvertible debt  borrowing rate  when interest cost is recognized  in subsequent
periods. This FSP is effective for financial  statements issued for  fiscal  years beginning after
December 15, 2008, and interim periods  within those fiscal years. Early  adoption is not permitted.  The
Company is currently evaluating the  impact of the  adoption of FSP APB 14-1 on the Company’s
financial condition and results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities (‘‘SFAS 161’’), which amends and expands the  disclosure requirements of FASB
Statement No. 133,  Accounting for Derivative Instruments and Hedging Activities (‘‘SFAS 133’’), with the
intent to provide users of financial statements with an enhanced understanding of:  (a) how and why an
entity uses derivative instruments; (b) how derivative instruments and related  hedged items are
accounted for under SFAS 133 and its  related interpretations; and (c)  how derivative  instruments and
related hedged items affect an entity’s  financial position, financial performance and cash flows.
SFAS 161 requires enhanced qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value  amounts of and gains and losses on derivative instruments and
enhanced disclosures about credit-risk-related contingent  features  in derivative instruments. This

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES  (Continued)

statement applies to all entities and all derivative instruments.  SFAS 161 is  effective for  financial
statements issued for fiscal years and  interim periods beginning after November 15, 2008.

In December 2007, the FASB issued SFAS No.  141(R), Business Combinations (‘‘SFAS 141(R)’’)

and SFAS No. 160, Accounting and Reporting of Noncontrolling  Interests in Consolidated  Financial
Statements, an amendment of ARB No.  51 (‘‘SFAS 160). SFAS 141(R) and SFAS 160  significantly change
the accounting for and reporting of business combination transactions and noncontrolling (minority)
interests. SFAS 141(R) and SFAS 160 are effective for fiscal years beginning after December 15, 2008.
SFAS 141(R) and SFAS 160 are effective  prospectively; however, the reporting  provisions of SFAS 160
are effective retroactively. SFAS 141(R)  is required  to  be  adopted concurrently with SFAS 160. The
Company is currently evaluating the  impact of the adoption of SFAS 141(R) and SFAS 160 on the
Company’s financial condition and results  of operations.

In July 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-11 Accounting for the
Income Tax Benefits of Dividends on Share-Based Payments  Awards (‘‘EITF 06-11’’). EITF 06-11 requires
companies to recognize the tax benefits  of dividends on  unvested share-based  payments in  equity and
reclassify those tax benefits from additional  paid-in capital  (‘‘APIC’’)  to  the income statement when the
related award is forfeited or no longer expected to vest. The amount reclassified is limited to the
amount of the Company’s APIC pool  balance on the reclassification date. EITF 06-11 is effective, on a
prospective basis, for fiscal years beginning after December 15,  2007. The Company  has determined the
impact of adopting EITF 06-11 will not be material to the Company’s results of  operations or  financial
condition.

In March 2007, the FASB ratified Emerging  Issues Task  Force Issue No. 06-10 Accounting for
Collateral Assignment Split-Dollar Life Insurance  Agreements (‘‘EITF 06-10’’). EITF 06-10 provides
guidance for determining a liability for the  post-retirement benefit  obligation  as well as  recognition and
measurement of the associated asset on the basis  of the terms of the collateral assignment agreement.
EITF 06-10 is effective for fiscal years beginning after December 15,  2007. The Company  has
determined the impact of adopting EITF  06-10 will  not  be  material  to  the Company’s  results of
operations or financial condition.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and

Financial Liabilities, including an amendment of FASB  Statement No.  115 (‘‘SFAS 159’’). SFAS 159
permits the Company to elect fair value  as the initial and subsequent measurement attribute  for certain
financial assets and liabilities that are  not  otherwise required  to  be  measured at fair value, on an
instrument-by-instrument basis. If the Company elects the fair  value option, it would  be  required to
recognize changes in fair value in its  earnings. This standard also establishes presentation and
disclosure requirements designed to improve comparisons between entities  that  choose different
measurement attributes for similar types  of assets and liabilities. SFAS 159 is effective for  fiscal years
beginning after November 15, 2007 although early adoption  is permitted. The Company does  not  expect
to elect the fair value measurement option provided by SFAS 159.

In September 2006, the FASB issued  SFAS No. 157, Fair Value Measurements (‘‘SFAS 157’’).

SFAS 157 does not require additional  fair  value measures but defines fair value, establishes a
framework for measuring fair value in accordance  with generally  accepted accounting principles and
expands disclosures about fair value measurements. SFAS  157 is effective for the fiscal years beginning
after November 15, 2007; however, the  FASB has  agreed to a one-year deferral  of  the adoption of
SFAS 157 for non-financial assets and  liabilities. The Company’s evaluation of the impact of the

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES  (Continued)

adoption of SFAS  157 is ongoing; however, the  Company does not  expect the  impact  of SFAS 157 on
the Company’s financial condition and results of operations to be material.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes,

an interpretation of SFAS No. 109 (‘‘FIN 48’’). FIN 48 creates a  single model to address accounting for
uncertainty in tax positions by prescribing a minimum recognition threshold a tax position is required to
meet before being recognized in the  financial  statements.  FIN  48 also provides guidance on
derecognition, measurement, classification, interest and penalties, accounting in  interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after  December 15,  2006. In
connection with its adoption of FIN 48  on April  1, 2007, the  Company recognized a charge of
approximately $291 to retained earnings.  See Note  6 of ‘‘Notes to Consolidated Financial Statements’’
for additional information regarding  the Company’s uncertain tax positions.

Stock-Based Compensation

Through March 31, 2006, the Company  used  the accounting method  set forth in  Accounting
Principles Board Opinion No. 25 (‘‘APB 25’’) and  related interpretations in accounting  for its employee
stock options. Under APB 25, generally,  when the exercise price  of  the Company’s employee stock
options equals the  market price of the underlying stock on  the date  of grant, no  compensation cost is
recognized.

In December 2004, the FASB issued SFAS No.  123R, Share-Based Payment, which requires

companies to measure compensation cost for  all  share-based payments (including employee  stock
options) at fair value. The Company adopted  SFAS No. 123R, using  the modified-prospective transition
method, beginning on April 1, 2006, and therefore began to expense  the fair  value of all outstanding
options over their remaining vesting periods  to  the extent the options were not fully  vested  as of the
adoption date and began to expense the fair  value of  all options  granted subsequent to March 31, 2006
over their requisite service periods. SFAS  No. 123R  also requires the benefits of  tax deductions in
excess of recognized compensation expense to be reported as  a financing  cash flow ($1,737 and $1,941
for fiscal years ended March 31, 2008  and  March 31,  2007, respectively), rather than an  operating cash
flow. Stock-based compensation expense related to employee  stock options recognized under  SFAS
No. 123R for fiscal years 2008 and 2007 was $2,809 and  $2,524 respectively, and,  in accordance with
Staff Accounting Bulletin (‘‘SAB’’) 107  the Company has  classified  share-based compensation within
selling, general and administrative expenses to correspond with the same  line item as the majority of
the cash  compensation paid to employees. Previous periods  have not been restated. (See  Note 11  for
further details).

3. ACQUISITIONS

FISCAL 2008 ACQUISITIONS

Acquisition of B. & R. Machine & Tool  Corp.

Effective February 27, 2008, the Company acquired the assets  and  business of B.  & R. Machine  &

Tool Corp. (‘‘B & R’’) through a newly  organized, wholly-owned subsidiary  of  the Company, Triumph
Structures—Long Island, LLC. Triumph Structures—Long Island,  LLC provides aircraft structural
components and dynamic parts and assemblies for commercial  and military aerospace programs. The

54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

3. ACQUISITIONS (Continued)

results for Triumph Structures—Long Island, LLC are included in the  Company’s Aerospace Systems
segment.

The purchase price for B & R of $84,044  includes cash  paid  at  closing,  estimated  deferred

payments and direct costs of the transaction. Included in the estimated deferred  payments is an earnout
note for $13,000. Payments under the  earnout note are contingent upon the achievement  of certain
earnings levels during the earnout period.  The maximum amounts  payable in respect  of fiscal 2009,
2010 and 2011, respectively, are $3,500,  $4,500 and $5,000, respectively. The excess of the  purchase
price over the preliminary estimated fair  value  of  the net assets  acquired  of  $35,512 was recorded as
goodwill, all of which is tax deductible.  The Company has also  identified intangible assets valued  at
approximately $20,000 with a weighted-average  life of 10 years.  The  Company is  awaiting final
valuation of inventory and final appraisals  of tangible  and intangible assets related to its acquisition of
B  &  R.  Accordingly,  the  Company  has  recorded  its  best  estimate  of  the  value  of  inventory, intangible
assets and property and equipment. Therefore, the  allocation of purchase price  for the  acquisition  of
B & R is not complete and is subject to change.

FISCAL 2007 ACQUISITIONS

Acquisition of Excel Manufacturing, Inc.

Effective April 1, 2006, the Company acquired the assets and business of  Excel Manufacturing, Inc.

(‘‘Excel’’) through a newly organized,  wholly-owned subsidiary  of the Company, Triumph Structures—
Wichita, Inc. The results for Triumph Structures—Wichita,  Inc.  are included in the  Company’s
Aerospace Systems segment. The purchase  accounting for the acquisition of Excel was  finalized during
fiscal 2007.

Acquisition of Air Excellence International, Inc.

Effective April 1, 2006, the Company acquired the assets and business of  Air  Excellence
International, Inc. and its affiliates (‘‘Air Excellence’’) through two newly  organized, wholly-owned
subsidiaries of the Company, Triumph Interiors,  LLC  and Triumph Interiors  Limited.  The results for
Triumph Interiors, LLC and Triumph Interiors Limited are included  in the Company’s Aftermarket
Services segment. The purchase accounting for the acquisition of Air Excellence was finalized during
fiscal 2007.

Acquisition of Allied Aerospace Industries, Inc.

Effective November 1, 2006, the Company  acquired Allied  Aerospace Industries,  Inc. (‘‘Allied’’)

through the merger of a newly organized, wholly-owned subsidiary of the Company, with and into
Allied. The acquired business has since been consolidated into a single subsidiary  of the Company,
Triumph Aerospace Systems—Newport News, Inc. Triumph Aerospace Systems—Newport  News, Inc.
specializes in engineering design and  manufacturing  solutions for complex aerospace and  defense
programs. The results for Triumph Aerospace Systems—Newport News,  Inc. are  included in  the
Company’s Aerospace Systems segment.

During  the first half of fiscal 2008, the Company finalized  the purchase price allocation for the
Allied acquisition as a result of receiving  the final appraisal of tangible and intangible assets, finalizing
the deferred tax accounting and recording the final purchase price adjustment as per the purchase

55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

3. ACQUISITIONS (Continued)

agreement. Based on the revised allocation, an additional  $100  was allocated to intangible assets  while
the amount allocated to tangible assets was  reduced  by $232. The purchase price was reduced by $1,055
related to the final negotiation of the  values on  the closing balance sheet.

Acquisition of Grand Prairie Accessory Services, LLC

Effective January 1, 2007, the Company acquired the assets and business of  Grand Prairie

Accessory Services, LLC (‘‘Grand Prairie’’) through a newly  organized, wholly-owned subsidiary of the
Company, Triumph Accessory Services—Grand Prairie, Inc. Triumph Accessory Services—Grand
Prairie, Inc. provides comprehensive  maintenance solutions for engine accessories related to the CF34,
CFM56, CF6, CT7 and V2500 family  of engines. Capabilities include fuel,  oil, pneumatic, hydraulic and
mechanical engine accessories for those  and other aero and aero-derivative gas  turbine engines.  The
results for Triumph Accessory Services—Grand  Prairie  are included in the Company’s Aftermarket
Services segment.

During  the third quarter of fiscal 2008,  the Company finalized  the purchase price allocation for the

Grand Prairie acquisition as a result  of  receiving the final appraisal  of tangible and  intangible assets
and finalizing the deferred tax accounting. Based on  the revised allocation, an  additional $1,532  was
allocated to tangible assets; intangible  assets and goodwill  were reduced  by  $1,215 and  $561,
respectively; a deferred tax asset of $169 was established, and other  liabilities were reduced by $75.

The following condensed balance sheet  represents the amounts assigned to  each major asset  and

liability caption in the aggregate for  the B  & R acquisition:

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaids  and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,468
10,000
34
295
10,000
44,488
20,000

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$89,285

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,019
2,972
786
2,508

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,285

The B & R acquisition has been accounted for under  the purchase method and, accordingly, is
included in the consolidated financial  statements from the  effective  date of  acquisition.  The acquisition
was funded by the Company’s long-term  borrowings in place at the date  of  acquisition.

The following unaudited pro forma information for the fiscal  years  ended  March 31, 2008  and
2007 have been prepared assuming the  B & R  acquisition  and the 2007 Acquisitions had occurred on
April 1, 2006. The pro forma information for the fiscal year ended March 31, 2008  is as  follows: Net
sales: $1,192,080; Income from continuing  operations: $78,988; Income per share  from continuing

56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

3. ACQUISITIONS (Continued)

operations—basic: $4.79; Income per share from  continuing operations—diluted:  $4.50. The pro forma
information for the fiscal year ended March  31, 2007 is  as follows: Net sales: $1,012,840; Income from
continuing operations: $51,008; Income per share from continuing operations—basic: $3.14; and Income
per  share from continuing operations—diluted: $3.11.

The unaudited pro forma information includes adjustments for interest expense that would have
been incurred to finance the purchase, additional  depreciation based  on  the estimated fair market value
of the property and equipment acquired,  and the amortization  of the intangible assets  arising  from the
transactions. The unaudited pro forma financial  information  is not necessarily indicative of  the results
of operations as it would have been had  the transaction  been effected  on the assumed date.

4. DISCONTINUED OPERATIONS  AND  ASSETS  HELD FOR  SALE

In September 2007, the Company sold the assets  of Triumph  Precision, Inc., a  build-to-specification

manufacturer and supplier of ultra-precision  machined components and assemblies  in its Aerospace
Systems segment. The effective date of  the sale was July 1, 2007.  The Company recognized a pre-tax
loss of $650 on the sale of the business, which  included costs  to  sell  of  $150. The Company  has also
decided to sell Triumph Precision Castings Co., a casting facility  in its Aftermarket  Services segment
that specializes in producing high quality  hot gas  path  components for aero and land  based gas
turbines. The Company recognized a  pre-tax loss of $3,500  in the first quarter of fiscal 2008  based
upon a write-down of the carrying value  of  the business to estimated fair value less costs to sell.  The
write-down was applied to inventory and long-lived  assets, consisting primarily of property,  plant  and
equipment. For financial statement purposes, the assets,  liabilities, results of  operations and cash flows
of these  businesses have been segregated from  those of  the continuing operations  and are presented in
the Company’s consolidated financial statements as  discontinued operations and assets and liabilities
held for sale.

Revenues of discontinued operations  were $10,913, $17,408 and $11,053 for the fiscal years ended

March 31, 2008, March 31, 2007, and  March 31,  2006, respectively. The loss  from discontinued
operations was $8,468, $3,905 and $4,744,  net of income tax benefit of $4,560, $2,103 and $2,556 for the
fiscal years ended March 31, 2008, March  31, 2007, and March  31, 2006, respectively. Interest  expense
of $2,835, $2,762, and $2,215 was allocated  to  discontinued operations for the fiscal years ended
March 31, 2008, March 31, 2007, and  March 31,  2006, respectively, based upon the actual borrowings of
the operations, and such interest expense is included  in the loss from discontinued operations.

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

4. DISCONTINUED OPERATIONS  AND  ASSETS  HELD FOR  SALE (Continued)

Assets  and liabilities held for sale are comprised of the following:

March 31, March 31,

2008

2007

Assets held for sale:

Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7,689
11,272
5,711
91

$ 6,154
11,585
10,798
106

Total assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . .

$24,763

$28,643

Liabilities held for sale:

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities and other . . . . . . . . . . . . . . . . . . . . .

$ 1,378
1,253
1,956

$ 1,832
2,610
3,103

Total liabilities held for sale . . . . . . . . . . . . . . . . . . . . . . .

$ 4,587

$ 7,545

5. INVENTORIES

Inventories are stated at the lower of  cost (average cost  or specific identification methods) or

market. The components of inventories  are as follows:

Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufactured and purchased components . . . . . . . . . . . . . . .
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 31,937
133,343
117,061
79,326

$ 30,357
100,512
99,660
65,551

Total inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$361,667

$296,080

March 31,

2008

2007

6. INCOME TAXES

The components of income tax expense are as  follows:

Current:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$25,870
1,530

$18,582
1,338

$11,004
977

Year ended March 31,

2008

2007

2006

Deferred:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,400

19,920

11,981

9,498
263

9,761

5,688
521

6,209

1,315
(1,688)

(373)

$37,161

$26,129

$11,608

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

6. INCOME TAXES (Continued)

Income tax expense for the Company’s foreign  operations, which is included in  the above  amounts,

for fiscal years 2008, 2007 and 2006 was  $855, $1,289  and $487, respectively.

A reconciliation of the statutory federal income tax rate  to  the effective tax rate is as  follows:

Statutory federal income tax rate . . . . . . . . . . . . . . . . . . . . . . . .
State and local income taxes, net of federal tax benefit . . . . . . . .
Miscellaneous permanent items and nondeductible accruals . . . .
Research and development tax credit . . . . . . . . . . . . . . . . . . . . .
ETI exclusion/domestic production tax benefits . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended
March 31,

2008

2007

2006

35.0% 35.0% 35.0%
1.5
1.3
0.1
0.2
(2.0)
(1.8)
(2.3)
(1.3)
1.6
(0.5)

1.5
0.2
(1.8)
(3.5)
(8.6)

Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32.9% 33.9% 22.8%

The components of deferred tax assets and liabilities are  as  follows:

March 31,

2008

2007

Deferred tax assets:

Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,539
1,989
7,737
1,739

16,004
(1,374)

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,630

$ 3,380
1,626
8,363
1,687

15,056
—

15,056

Deferred tax liabilities:

Property and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill and other intangible assets . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . .

39,927
45,278
6,684
6,094

97,983

38,865
41,351
5,944
2,766

88,926

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$83,353

$73,870

As of March 31, 2008, the Company  has  federal  and state net operating loss  carryforwards expiring

in various years through 2025.

Net income taxes paid during the fiscal years ended  March 31, 2008, 2007 and 2006 were $21,740,

$19,351 and $6,979, respectively. The Company also has a foreign net operating  loss carryforward for
which  a valuation allowance has been  established.

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

6. INCOME TAXES (Continued)

Effective April 1, 2007, the Company adopted FIN 48, Accounting for Uncertainty in Income Taxes.

The cumulative effect of adoption of  FIN  48 has been  recorded as a charge of  $291 to retained
earnings, an increase of $66 to net deferred  income tax liabilities  and  an  increase of $225  to  income
taxes payable as of April 1, 2007.

In conjunction with the adoption of FIN  48, the Company has classified uncertain tax  positions  as

non-current income tax liabilities unless expected to be paid in one year.  Penalties and tax-related
interest expense are reported as a component of income tax expense. As  of  March 31, 2008  and upon
adoption of FIN 48 on April 1, 2007, the  total  amount of accrued income tax-related interest and
penalties was $433 and $254, respectively.

As of March 31, 2008, and April 1, 2007,  the total amount of unrecognized tax  benefits was $2,950

and $2,534, respectively, of which $2,698  and  $2,181, respectively,  would impact the effective rate, if
recognized. The Company anticipates that  total  unrecognized tax benefits may  be  reduced  by  $1,140
due to the expiration of statutes of limitation for various federal  tax issues in  the next 12  months.

As of March 31, 2008, the Company  was subject to examination in state jurisdictions for the fiscal
years ended March 31, 2004 through March 31, 2006,  none of which  we believe  is individually  material.
The Company has filed appeals in a  state  jurisdiction related to fiscal years ended  March 31, 1999
through March 31, 2003. The Company  believes appropriate provisions for all outstanding issues have
been made for all jurisdictions and all  open years.

With few exceptions, the Company is no longer subject  to U.S. federal income tax examinations for

fiscal years ended before March 31, 2005,  state or local examinations  for fiscal years ended before
March 31, 2004, or foreign income tax examinations  by tax authorities for fiscal years ended before
March 31, 2006.

From the FIN 48 adoption date of April 1,  2007 and during the fiscal year ended  March 31, 2008,

the Company added $517 of tax, interest  and  penalties  related to activity  for identified  uncertain tax
positions.

A reconciliation of the liability for uncertain tax positions for the year ended  March 31, 2008

follows:

Opening Balance—April 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions for tax positions related to the  current year . . . . . . . . . . . .
Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . .
Reductions as a result of a lapse of statute  of limitations . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ending Balance—March 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,279
329
87
(178)
—
—

$2,517

March 31, 2008

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

7. LONG-TERM DEBT

Long-term debt consists of the following:

Convertible senior subordinated notes . . . . . . . . . . . . . . . . . .
Revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated promissory notes . . . . . . . . . . . . . . . . . . . . . . .
Other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

March 31,

2008

2007

$201,250
193,750
13,000
11,813

419,813
1,010

$201,250
100,800
5,500
8,633

316,183
5,702

$418,803

$310,481

Credit Facility

On October 20, 2006, the Company amended the Credit Facility  with its lenders  to  increase the
Credit  Facility to $350,000 from $250,000, extend the maturity date to June  30, 2011 and amend certain
other terms and covenants. The Credit Facility bears interest at either: (i) LIBOR plus between  0.625%
and 2.00%; (ii) the prime rate; or (iii)  an overnight rate at the option  of  the Company.  The  applicable
interest rate is based upon the Company’s ratio of total indebtedness to earnings  before  interest, taxes,
depreciation and amortization. In addition, the  Company is required to pay a  commitment fee of
between 0.175% and 0.400% on the unused portion of the  Credit  Facility.

On December 22, 2006, the Company amended the Credit Facility with its lenders primarily to

eliminate a financial covenant restricting aggregate capital expenditures to 200%  of  consolidated
depreciation expense in any fiscal year. The  Company’s obligations  under the Credit Facility are
guaranteed by the Company’s subsidiaries.

At March 31, 2008, there were $193,750  in borrowings and $5,941 in letters  of credit  outstanding
under the facility. At March 31, 2007  there  were $100,800  in borrowings and $6,309  in letters of credit
outstanding under the facility. The level of unused  borrowing capacity under the Company’s  revolving
credit facility varies from time to time  depending in part upon its compliance with financial  and other
covenants set forth in the related agreement. The  Company is currently  in compliance with all such
covenants. As of March 31, 2008, the Company  had  borrowing capacity under  this  facility of  $150,309
after reductions for borrowings and letters of credit outstanding under  the facility.

Interest Rate Swap

The Company uses interest rate swaps, a type  of derivative  financial instrument,  to  manage  interest

costs and minimize the effects of interest  rate fluctuations on cash flows  associated with its  Credit
Facility. The Company does not use derivatives for trading or speculative purposes. While interest rate
swaps are subject to fluctuations in value, these  fluctuations are generally offset  by  the value  of the
underlying exposures being hedged. The  Company minimizes  the risk of credit  loss by entering  into
these agreements with major financial  institutions that have high credit  ratings. The Company  accounts
for its interest rate swaps in accordance  with SFAS  No. 133, Accounting for Derivative Instruments and
Hedging Activities, (‘‘SFAS 133’’), which requires that all derivatives be recorded on the balance sheet at
fair value. SFAS 133 also requires that  changes in the fair value be recorded each period in  current

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

7. LONG-TERM DEBT (Continued)

earnings or other comprehensive income, depending on whether  a  derivative  has been designated as
part of a hedge transaction and, if it  is, depending on  the type of hedge transaction. Interest  rate swaps
are designated as cash flow hedges. Changes in  the fair value of a cash  flow hedge, to the extent  the
hedge is  effective, are recorded, net of tax, in  other  comprehensive income (loss), a  component of
stockholders’ equity, until earnings are  affected by the variability  of  the hedged cash flows. Cash  flow
hedge ineffectiveness, defined as the extent that the  changes  in the  fair value of the derivative exceed
the variability of cash flows of the forecasted  transaction, is recorded  currently in earnings.

In March 2008, the Company entered into an $85,000 floating  to  fixed  interest rate swap
agreement (the ‘‘Swap’’), maturing June 2011. Under the Swap, the  Company receives interest
equivalent to the one-month LIBOR  and  pays  a fixed rate  of  interest of 2.925 percent  with settlements
occurring monthly. The objective of the  hedge is to eliminate  the variability  of  cash flows in  interest
payments for $85,000 of floating rate debt  under the  Credit  Facility. To maintain hedge accounting for
the Swap, the Company is committed  to  maintaining at least $85,000 in  borrowings  on the  revolver at
an interest rate based on one-month LIBOR, plus an  applicable margin, through June 2011. The
Swap’s fair value of $531 is included  in  deferred  income  taxes and  other on the consolidated balance
sheet and the corresponding change in fair value  is included in other  comprehensive income, a
component of stockholders’ equity. The Company estimates that $574 of losses  presently in
accumulated other comprehensive income  will be reclassified into earnings during  fiscal  year  2009.

Convertible Senior Subordinated Notes

On September 18, 2006, the Company issued $201,250 in  convertible senior subordinated

notes (the ‘‘Notes’’). The Notes are direct,  unsecured, senior  subordinated  obligations of the Company,
and rank (i) junior in right of payment to all  of  the Company’s existing and  future senior indebtedness,
(ii) equal in right of payment with any  other  future  senior  subordinated indebtedness, and  (iii) senior in
right of payment to all subordinated  indebtedness.

The Company received net proceeds  from the  sale of the Notes of approximately  $194,998 after
deducting offering expenses of approximately $6,252.  The use of  the net proceeds from the sale was for
prepayment of the Company’s outstanding senior notes, including  a make-whole premium,  fees  and
expenses in connection with the prepayment, and to repay a portion of  the  outstanding indebtedness
under the Company’s Credit Facility. Approximately $6,252  in debt  issuance costs have  been recorded
as other assets in the accompanying consolidated balance sheets. Debt  issuance  costs are  being
amortized over a period of five years.

The Notes bear interest at a fixed rate of 2.625% per annum, payable  in cash  semi-annually in
arrears on each April 1 and October  1 beginning April 1, 2007. During the period commencing on
October 6, 2011 and ending on, but excluding,  April 1,  2012 and each six-month period from October 1
to March 31 or from April 1 to September 30  thereafter, the  Company will pay contingent interest
during the applicable interest period if the  average trading price of a Note  for the  five consecutive
trading days ending on the third trading day immediately preceding  the first day of the  relevant
six-month period equals or exceeds 120% of the principal amount of  the  Notes. The  contingent interest
payable per Note in respect of any six-month period  will  equal 0.25% per annum  calculated on the
average trading price of a Note for the  relevant five trading day period. This contingent interest feature
represents an embedded derivative. Since  it is  in the control of the Company to call the Notes at any

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

7. LONG-TERM DEBT (Continued)

time after October 6, 2011, the value of  the derivative  was determined to be de  minimis. Accordingly,
no value has been assigned at issuance or at March  31, 2008.

The Notes mature on October 1, 2026  unless earlier redeemed, repurchased  or converted. The
Company may redeem the Notes for cash, either in whole or in part, anytime on  or after October  6,
2011 at a redemption price equal to 100% of the principal  amount  of the Notes to be redeemed plus
accrued and unpaid interest, including  contingent interest and additional  amounts,  if  any, up to but not
including the date of redemption. In  addition, holders  of  the Notes will  have the right to require  the
Company to repurchase for cash all or  a  portion of their Notes on October 1, 2011, 2016 and 2021, at
a repurchase  price equal to 100% of  the  principal  amount  of  the Notes  to be repurchased  plus accrued
and unpaid interest, including contingent  interest and additional amounts,  if  any, up to, but not
including, the date of repurchase. The Notes  are convertible  into  the Company’s  common stock at  a
rate equal to 18.3655 shares per $1,000  principal amount of  the  Notes  (equal to an  initial conversion
price of approximately $54.45 per share),  subject to adjustment as  described in the  Indenture.  Upon
conversion, the Company will deliver  to  the  holder  surrendering the  Notes for conversion, for each
$1,000 principal amount of Notes, an amount consisting of cash equal to the lesser  of  $1,000 and the
Company’s total conversion obligation  and,  to  the extent that the Company’s total conversion obligation
exceeds $1,000, at the Company’s election,  cash or shares of the  Company’s common  stock  in respect
of the remainder.

The Notes are eligible for conversion  upon meeting certain conditions as provided in the indenture
governing the Notes. For the periods  from October 1, 2007 through December 31, 2007  and January  1,
2008 through March 31, 2008, the Notes  were eligible for  conversion; however,  during this  period, none
of the Notes was converted. The Company  has classified the  Notes  as long-term as of  March 31, 2008.

To be included in the calculation of diluted earnings  per  share, the  average price of  the Company’s

common stock for the fiscal year must  exceed the conversion price per share of $54.45. The average
price of the Company’s common stock  for the  fiscal year ended March  31, 2008 was $68.95, therefore,
777,059 additional shares were included  in the diluted earnings per share calculation. No additional
shares were included in the diluted earnings per share calculation for the fiscal year ended  March 31,
2007 since the average price of the Company’s stock  did not exceed the conversion price.

If the Company undergoes a fundamental change, holders of the  Notes will have the  right, subject
to certain conditions, to require the Company to repurchase for cash all or a  portion of their Notes at
a repurchase  price equal to 100% of  the  principal  amount  of  the Notes  to be repurchased  plus accrued
and unpaid interest, including contingent  interest and additional amounts,  if  any.

Prepayment of Senior Notes

On October 4, 2006, the Company prepaid all of its outstanding  Class A Senior Notes and Class  B
Senior Notes (collectively, the ‘‘Senior  Notes’’)  and, accordingly, the rights of the holders  of the Senior
Notes under the Note Purchase Agreement,  dated  November 21,  2002, between the Company and  such
holders, as amended, ceased. The Senior  Notes were prepaid  with the  proceeds from  the Company’s
sale of the Notes as discussed above.  Immediately  prior to prepayment, $68,375 aggregate  principal
amount of Class A Senior Notes, which  carried  a fixed rate  of interest of 6.06%, were outstanding,  and
$56,049 aggregate  amount of Class B  Senior  Notes, which carried a  fixed  rate of interest of 5.59%,
were outstanding. If the Company had not prepaid  the outstanding  Senior Notes,  they would  have
matured on December 2, 2012, subject  to  a requirement under the Note Purchase Agreement  that  the

63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

7. LONG-TERM DEBT (Continued)

Company annually prepay $8,007 of the  outstanding Class B Senior Notes starting on  December 2,
2006. The Senior Notes were senior  unsecured obligations of  the Company and ranked  junior in right
of payment to the rights of the Company’s secured creditors to the extent of their security  in the
Company’s assets,  equal in right of payment to the  rights of creditors under the Company’s  other
existing and future unsecured unsubordinated obligations, senior in right of  payment to the rights of
creditors under obligations expressly subordinated to the  Senior  Notes,  and effectively subordinated to
secured and unsecured creditors of the Company’s subsidiaries. The prepayment was made upon proper
notice to the holders of the Senior Notes at a price equal to 100%  of the principal amount of the
outstanding Senior Notes being prepaid,  plus accrued  and unpaid  interest of approximately $2,466,  plus
a ‘‘make whole’’ premium of approximately $4,395 based on  the value of the remaining scheduled
interest payments on the Senior Notes being prepaid. The Company expensed  the ‘‘make whole’’
premium of $4,395 as well as unamortized debt issuance costs related to the Senior  Notes of  $693 in
the third quarter of fiscal 2007.

The indentures under the debt agreements  and the  Credit Facility described above contain
restrictions and covenants which include  limitations on the Company’s  ability to incur additional
indebtedness, issue stock options or warrants, make certain restricted  payments and acquisitions, create
liens, enter into transactions with affiliates, sell substantial  portions of its assets and  pay cash  dividends.
Additional covenants require compliance  with financial tests, including  leverage and interest coverage
ratio.

The Company’s long-term debt portfolio consists of fixed-rate and variable-rate instruments and is
managed to reduce the overall cost of  borrowing and  to  mitigate fluctuations in  interest  rates. Interest
rate fluctuations result in changes in the market value  of the Company’s  fixed-rate debt.  The fair values
of the Company’s Notes are determined using discounted cash flows  based upon  the Company’s
estimated current cost for similar types of  borrowings  or current  market  value. The  fair value  of the
Notes was $247,874 and $238,218 as  of  March 31, 2008  and March 31, 2007,  respectively. The  carrying
value of other long-term debt and notes  payable approximate  their  fair market values  as of March 31,
2008 and March 31, 2007, respectively.

As of March 31, 2008, the maturities  of long-term  debt  are as  follows:  2009—$1,010;  2010—$4,461;

2011—$206,649; 2012—$199,559; 2013—$490; thereafter, $7,644 through 2026.

Interest paid on indebtedness during the  years  ended March 31, 2008, 2007,  and 2006  amounted  to

$14,512, $16,880 and $11,379, respectively.

8. STOCKHOLDERS’ EQUITY

During  February 2008, the Company  exercised existing authority to make stock repurchases and
repurchased 220,000 shares of its outstanding shares under the  program  for an aggregate  consideration
of $12,342, funded by borrowings under  the Company’s Credit  Facility. In  February  2008, the
Company’s Board of Directors then authorized  an increase in the Company’s  existing stock repurchase
program by up to an additional 500,000  shares of its common stock. As a result,  as of May 15, 2008,
the Company remains able to purchase an additional 500,800 shares. Repurchases may  be  made from
time to time in open market transactions, block purchases,  privately  negotiated transactions  or
otherwise at prevailing prices. No time  limit has  been set  for  completion of the  program.

64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

8. STOCKHOLDERS’ EQUITY (Continued)

During  fiscal 2007, the Company filed  a registration statement with the SEC to register  shares of

Common Stock issuable by the Company  upon conversion  (the  ‘‘Conversion Shares’’) of  the Company’s
issued and outstanding Notes. The Company cannot  determine  the number of  Conversion  Shares  it will
issue upon conversion of the Notes, if any. The Notes are further discussed in Note 7.

The holders of the Common stock and the Class D  common stock are entitled to one vote per
share on all matters to be voted upon by the stockholders of Triumph except that Class  D does not
participate in the voting of directors and  is  entitled to participate  ratably in  any distributions.

The Company has preferred stock of $.01  par value, 250,000 shares authorized. At  March 31, 2008

and 2007, no shares of preferred stock were  outstanding.

The Company has Class D common stock  of  $.001 par  value,  6,000,000 shares authorized. At

March 31, 2008 and 2007, no shares of  Class D common stock were outstanding.

9. EARNINGS PER SHARE

The following is a reconciliation between the weighted average common shares outstanding used in

the calculation of basic and diluted earnings per share:

Weighted average common shares outstanding—basic . . . .
Net effect of dilutive stock options . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Net effect of convertible debt

16,497
266
777

(thousands)
16,220
193
—

15,920
140
—

Weighted average common shares outstanding—diluted . .

17,540

16,413

16,060

Year ended March 31,

2008

2007

2006

10. EMPLOYEE BENEFIT PLANS

Defined Contribution Pension Plan

The Company sponsors a defined contribution 401(k)  plan, under which  salaried and certain
hourly employees may defer a portion of  their  compensation.  Eligible  participants may  contribute to
the plan up to the allowable amount  as determined by the  plan of  their  regular compensation before
taxes. The Company generally matches contributions at 50%  of  the first  6% of compensation
contributed by the participant. All contributions  and  Company  matches are invested at the direction of
the employee in one or more mutual  funds. Company matching contributions vest immediately and
aggregated $5,309, $4,006 and $3,619  for the fiscal years ended  March 31,  2008, 2007 and 2006,
respectively.

Defined Benefit Pension Plans

The Company has several defined benefit pension plans  covering  eligible employees. U.S. plans

covering union employees generally provide  benefit payments of stated  amounts for each year of
service. The Company also sponsors  an unfunded supplemental executive retirement plan (‘‘SERP’’)
that provides retirement benefits to certain key employees. The Company uses a December 31
measurement date for its union plans  and  March  31 for its SERP.

65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

10. EMPLOYEE BENEFIT PLANS (Continued)

On March 31, 2007, the Company adopted  the recognition and disclosure provisions  of  SFAS
No. 158. SFAS No. 158 required the  Company to recognize the funded status (i.e., the difference
between the fair value of plan assets and  the projected  benefit obligations) of the Company’s pension
plans and SERP plan as of March 31, 2007 in  its Consolidated Balance Sheet,  with a corresponding
adjustment to accumulated other comprehensive  income  (loss), net of tax. The adjustment to
accumulated other comprehensive income  (loss)  at adoption represents the net unrecognized actuarial
gains/(losses), unrecognized prior service  costs  and unrecognized transition obligation remaining from
the initial adoption of SFAS No. 87, all  of which were  previously netted against the plan’s funded status
in the Company’s Consolidated Balance  Sheet. These amounts will  be  subsequently recognized as net
periodic benefit cost. Further, actuarial gains and losses that  arise in subsequent periods and  are not
recognized as net periodic benefit cost in  the same periods  will be recognized  as a component of
accumulated other comprehensive income  (loss).  Those amounts will be subsequently recognized  as a
component of net periodic benefit cost on the same  basis as the  amounts recognized  in accumulated
other comprehensive income (loss) at adoption  of  SFAS No.  158.

The effects of adopting the provisions of  SFAS  No. 158 at March 31, 2007  resulted in  an increase

in total liabilities of $2,561 and a reduction  of total stockholders’ equity of $1,613. The adoption of
SFAS No. 158 had no effect on the Company’s Consolidated Statement of Income for the fiscal  year
ended March 31, 2007, or for any prior  periods presently  and will not affect the Company’s
Consolidated Statement of Income in  future periods.

SFAS No. 158 also includes a requirement to measure plan  assets and  benefit obligations as of the

date  of  the Company’s fiscal year-end  statement of financial  position. The requirement is effective  for
fiscal years ending after December 15,  2008, and shall not be applied retrospectively. The Company will
adopt the measurement provisions of  SFAS No.  158 on  March 31, 2009. Only  the Company’s union
plans are affected by the measurement  provisions  of SFAS  No. 158 since the union  plans have  a
December 31 measurement date. The net  periodic benefit  cost for the period between December 31,
2008 and March 31, 2009 shall be recognized,  net of tax, as a separate  adjustment  of the opening
balance of retained earnings. The Company does  not  expect the  impact of  adopting  the measurement
provisions of SFAS No. 158 on the Company’s financial condition and results of operations to be
material.

Included in accumulated other comprehensive income at  March 31, 2008, are the following
amounts that have not yet been recognized in  net periodic pension  cost:  unrecognized prior service
costs of $1,083 ($682 net of tax) and unrecognized actuarial losses of $1,815 ($1,144 net of tax). The
prior service cost and actuarial loss included  in other comprehensive income and  expected to be
recognized in net periodic pension cost  during  the fiscal year ended March 31, 2009  is $519 ($327 net
of tax) and $108 ($68 net of tax), respectively.

The following table sets forth the Company’s consolidated defined benefit  pension plans for its
union employees as of December 31,  2007  and 2006  and  its SERP as of March 31, 2008  and 2007, and
the amounts recorded in the Consolidated Balance Sheet at  March 31,  2008 and 2007. Company
contributions include amounts contributed  directly  to  plan assets and indirectly as benefits  are paid

66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

10. EMPLOYEE BENEFIT PLANS (Continued)

from the Company’s assets. Benefit payments reflect the  total benefits paid  from the plan  and the
Company’s assets.  Information on the plans includes both the qualified  and non-qualified  plans.

Change in Projected Benefit Obligations
Projected benefit obligation at beginning of year . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss/(gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in plan provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

March 31,

2008

2007

$12,562
91
608
319
—
(451)
(2,580)

$11,450
200
677
(15)
428
—
(178)

Projected benefit obligation at end of year . . . . . . . . . . . . . . . . .

$10,549

$12,562

Weighted-average Assumptions Used to Determine Benefit

Obligations at End of Year

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Plan Assets
Fair value of plan assets at beginning  of  year . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6.25% 6.00%
N/A

N/A

$ 6,206
426
(155)
2,699
(2,580)

$ 5,217
704
(141)
604
(178)

Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . .

$ 6,596

$ 6,206

Funded Status (Underfunded)
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (3,953) $ (6,356)

Amounts Recognized in the Balance Sheet Consist of:
Accrued expenses—current liability . . . . . . . . . . . . . . . . . . . . . .
Pension obligation—noncurrent liability . . . . . . . . . . . . . . . . . . .
Pension asset—current asset . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (3,003) $ (2,292)
(4,064)
—

(1,102)
152

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (3,953) $ (6,356)

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

10. EMPLOYEE BENEFIT PLANS (Continued)

The components of net periodic pension cost  for fiscal years 2008, 2007  and 2006  are as follows:

Year Ended March 31,

2008

2007

2006

Components of Net Periodic Pension Cost:
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost . . . . . . . . . . . . . . . . . . .
Amortization of net loss . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 171
608
(489)
518
104

$ 260
677
(433)
482
199

$ 234
616
(371)
465
179

Total net periodic pension cost

. . . . . . . . . . . . . . . . . . . . .

$ 912

$1,185

$1,123

Weighted-average Assumptions Used to Determine Net

Periodic Pension Cost:

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate on assets . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . N/A

6.00% 5.75% 5.75%
8.00% 8.00% 8.00%
N/A

N/A

Expected Pension Benefit Payments

Benefit payments for pensions (including  the SERP), which reflect expected future service, as

appropriate, are expected to be as follows:

Year

2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014-2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$3,284
326
581
376
402
2,477

The table below sets forth the Company’s target  asset allocation for fiscal 2009  and the  actual asset

allocations at March 31, 2008 and 2007.

Asset Category

Actual Allocation

Target Allocation

March 31,

Fiscal 2009

2008

2007

Equity securities . . . . . . . . . . . . . . . . . . . . . . .
Fixed income securities . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40-70%
25-40%
0-10%

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

62%
37%
1%

66%
34%
0%

100% 100%

68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

10. EMPLOYEE BENEFIT PLANS (Continued)

Investment Policy and Strategy

The policy, as established by the benefits committee (‘‘Committee’’), is to provide for growth  of
capital with a moderate level of volatility  by investing assets per the  target allocations stated above. The
assets will be reallocated periodically,  but  in no  event less than  every six months, to meet the above
target allocations. The investment policy will be reviewed  on a regular basis, in conjunction with an
investment advisor, to determine if the policy should  be  changed.

Determination of Expected Long-term Rate of Return

The expected long-term rate of return for the plan’s total assets is  based on the expected return of

each  of the above categories, weighted  based  on the median of  the  target allocation for each class.
Equity securities are expected to return 10%  to  11% over the  long-term, while cash and fixed income is
expected to return between 4% to 6%. Based on historical experience, the  Committee expects that the
plans’ asset managers will provide a  modest (0.5% to 1.0% per annum) premium to their respective
market benchmark indices.

Anticipated Contributions to Defined Benefit  Plans

Assuming a normal retirement age of  65, the Company  expects to contribute approximately $3,194

to its pension plans during fiscal 2009.

11. STOCK COMPENSATION PLANS

The Company has stock incentive plans under which  employees and non-employee directors may

be granted options to purchase shares of the Company’s common  stock  at the  fair value  at the  time of
the grant. Employee options and non-employee director options generally vest over three to four years
and expire ten years from the date of the  grant. Compensation  expense recognized for  all  option grants
is net of estimated forfeitures and is recognized over the  awards’ respective requisite service periods.
There were no employee or non-employee  director options granted  during  fiscal  2008 or 2007.  The fair
values relating to prior option grants were  estimated  using a Black-Scholes  option pricing model.
Expected volatilities are based on historical  volatility of the Company’s  stock  and other  factors, such  as
implied market volatility. We used historical  exercise data  based on the age at grant  of the option
holder to estimate the options’ expected  term,  which represents  the  period of  time that the  options
granted are expected to be outstanding.  The  Company anticipated  the future option  holding  periods  to
be similar to the historical option holding  periods. The risk-free rate for periods within the contractual
life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.  The  Company
recognizes compensation expense for the fair  values of these awards on a  straight-line  basis over the
requisite service period of these awards.

In April 2005, the Compensation and  Management Development Committee  approved the
granting of restricted stock to several of  its senior executives and employees, the  number of  shares of
which  was to be determined based upon the Company’s  financial  performance  during  fiscal 2006. Also
on the same date,  the Compensation  and Management Development Committee granted to the  same
group of executives and employees options to purchase 113,750  shares  of  the Company’s common  stock
at an exercise price of $30.74 per share. In April  2006, 54,898 restricted shares were earned  following
the determination of net earnings per  share  for fiscal 2006. The restricted  shares are  subject to

69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. STOCK COMPENSATION PLANS (Continued)

forfeiture should the grantee’s employment be terminated prior  to  the fourth anniversary of the date of
grant, and are included in capital in excess of par value.

Restricted shares generally vest in full  after four years. The  fair value of restricted  shares under
the Company’s restricted stock plans is  determined by the  product of the  number of shares granted and
the grant date market price of the Company’s common stock. The  fair value of restricted shares is
expensed on a straight-line basis over  the requisite service period of four years.

The Company recorded $2,809 and $2,524 of share-based  compensation  expense during the  fiscal
years ended March 31, 2008 and March 31,  2007, respectively. The total income tax benefit recognized
for share-based compensation arrangements for fiscal years ended  March 31,  2008 and  March 31, 2007
was $937 and $808, respectively. Total share-based compensation expense was comprised of stock
option expense of  $453 and $595 and restricted stock expense of  $2,356 and $1,929 for the fiscal years
ended March 31, 2008 and March 31,  2007, respectively. The Company estimates it  will  record share-
based compensation expense of approximately  $3,300 in fiscal 2009. This estimate may  be  impacted  by
potential changes to the structure of the  Company’s share-based compensation  plans which could
impact the number of stock options granted in  fiscal 2009, changes in valuation assumptions, and
changes in the market price of the Company’s common stock, among other things and, as a  result, the
actual share-based compensation expense  in fiscal 2009 may differ from the Company’s  current
estimate. The following table illustrates the impact of  share-based compensation on  reported amounts:

Fiscal Year ended
March 31, 2008

Fiscal Year ended
March 31, 2007

Operating income . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . .

$126,325
$ 75,742

$2,809
$1,872

As
Reported

Impact of
Share-Based
Compensation

As
Reported

$93,899
$50,976

Impact  of
Share-Based
Compensation

$2,524
$1,716

Earnings per share:

Income from continuing operations—

Basic . . . . . . . . . . . . . . . . . . . . . . . . . .

Income from continuing operations—

Diluted . . . . . . . . . . . . . . . . . . . . . . . .

$

$

4.59

$ 0.11

4.32

$ 0.11

$

$

3.14

$ 0.11

3.11

$ 0.10

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. STOCK COMPENSATION PLANS (Continued)

A summary of the Company’s stock option activity  and related information for  its option plans for

the fiscal year ended March 31, 2008 was as follows:

Outstanding at March 31, 2007 . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . .

Options

508,869
—
(170,943)
(3,044)

Outstanding at March 31, 2008 . . . . . . . . .

334,882

Exercisable at March 31, 2008 . . . . . . . . .

301,223

Weighted
Average
Exercise
Price

$35.91
—
$37.87
$30.74

$34.95

$35.42

Weighted
Average
Remaining
Contractual
Term

Aggregate
Intrinsic  Value

4.5 years

4.2 years

$7,933

$6,994

At March 31, 2008 and 2007, 1,384,504 shares and 1,424,840 shares  of common stock, respectively,

were available for issuance under the  plans. A  summary  of  the status of the Company’s nonvested
options as of March 31, 2008 and changes during  the fiscal year ended March 31, 2008, is  presented
below:

Nonvested at March 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Options

72,823
—
(36,120)
(3,044)

Nonvested at March 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33,659

Weighted
Average Grant
Date Fair Value

$14.25
—
$14.25
$14.25

$14.25

Expected future compensation expense relating to the 33,659  nonvested options  outstanding as of
March 31, 2008, net of expected forfeitures, is  approximately  $32, which is expected  to  be  recognized
over a weighted-average period of .25 years.

There are 49,792 nonvested restricted shares outstanding  from  the 2006  grant of restricted stock
from the 2004 Stock Incentive Plan as  of March 31,  2008. Expected future compensation expense  on
these shares, net of expected forfeitures, is approximately  $581, which  is expected to be recognized  over
the remaining vesting period of 1.0 years.

There are 90,399 nonvested restricted shares outstanding  from  the 2007  grant of restricted stock
from the 2004 stock Incentive Plan as of  March 31, 2008.  Expected  future  compensation  expense on
those shares, net of expected forfeitures,  is  approximately  $2,174,  which is expected  to  be  recognized
over the remaining vesting period of 2.0  years.

In June 2007, the Compensation and Management Development Committee of the  Board of
Directors approved the granting of restricted stock to several of its senior  executives  and employees,
the number of shares of which was to  be  determined based upon the Company’s financial performance
during fiscal 2008. In April 2008, 40,902 restricted shares  were  earned  following the determination of
net earnings per share for fiscal 2008.  Expected  future  compensation  expense on  these  shares, net of

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. STOCK COMPENSATION PLANS (Continued)

anticipated forfeitures is approximately $1,816, which is expected  to  be  recognized  over the remaining
vesting period of 3.0 years.

In July 2006, the Board of Directors  approved the granting of deferred stock units to each of the

non-employee members of the Board  of Directors under  the Directors’  Plan. Concurrent  with the
approval, in July 2006, 5,000 total deferred  stock units were granted to the non-employee members  of
the Board of Directors. In June 2007,  an additional  2,500 deferred  stock  units were granted to the
non-employee members of the Board  of Directors. Each deferred stock unit represents the contingent
right to receive one share of the Company’s common  stock.  The deferred  stock  units vest over a  four
year period and the shares of common  stock  underlying  vested deferred stock units will  be  delivered  on
January 1 of the year following the year  in which the non-employee director terminates  service  as a
Director of the Company.

Pro forma disclosure for 2006 regarding net  income and earnings per share has been determined

as if the Company had accounted for  its employee  stock options under the  fair value  method. The fair
value of the Company’s stock options was estimated at the  date of  grant using a Black-Scholes  option
pricing model with the following weighted-average assumptions: risk-free  interest rate  of 4.0%;  no
dividends; a volatility factor of the expected market price of the Company’s  common stock of .42, and a
weighted-average expected life of the  options  of  6 years.

For purposes of pro forma disclosures, the weighted average fair value of the options ($14.25) is
amortized to expense over the options’ assumed vesting  period.  The  following  pro forma information
has been prepared assuming the Company  accounted for its  stock options  under the  fair value  method:

Pro Forma Income and Earnings Per  Share from Continuing Operations

Income from continuing operations, as reported . . . . . . . . . . . . . . . . . . . . . . .
Stock-based employee compensation cost, net  of  related tax effects, included in
reported income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based employee compensation cost, net  of  related tax effects, determined
under the fair value method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended
March 31, 2006

$39,259

430

(3,590)

Pro forma income from continuing operations

. . . . . . . . . . . . . . . . . . . . . . . .

$36,099

Earnings per share—basic:

Income from continuing operations, as reported . . . . . . . . . . . . . . . . . . . . .
Pro forma income from continuing operations . . . . . . . . . . . . . . . . . . . . . . .

Earnings per share—diluted

Income from continuing operations, as reported . . . . . . . . . . . . . . . . . . . . .
Pro forma income from continuing operations . . . . . . . . . . . . . . . . . . . . . . .

$
$

$
$

2.47
2.27

2.45
2.25

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

12. ACCRUED EXPENSES

Accrued expenses are composed of the following items:

Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payable relating to CFM56 Contract  (see  Note 15) . . . .
All other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$39,098
—
44,299

$31,628
2,860
41,094

Total accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$83,397

$75,582

March 31,

2008

2007

13. LEASES

At March 31, 2008, future minimum payments  under noncancelable operating leases  with initial  or

remaining terms of more than one year  were as  follows: 2009—$18,333; 2010—$9,073; 2011—$8,539;
2012—$7,198; 2013—$5,567; thereafter, $21,440 through 2022. In  the normal course of business,
operating leases may contain residual value  guarantees  and purchase options are  generally  renewed or
replaced by other leases.

At March 31, 2008, future minimum sublease rentals are  as follows: 2009—$636; 2010—$654;

2011—$669; 2012—$685; 2013—$618; thereafter, $2,539 through 2018.

Total rental expense was $14,725, $13,151 and $12,007 for the  fiscal years ended March 31, 2008,

2007 and 2006, respectively.

73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

14. PROPERTY AND EQUIPMENT

Net property and equipment at March 31,  2008 and  2007 is:

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . .

March 31,

2008

2007

$ 17,802
128,038
369,683

515,523
191,428

$ 18,075
124,655
300,845

443,575
159,894

$324,095

$283,681

Depreciation expense for the fiscal years ended  March 31, 2008, 2007 and 2006 was  $32,779,

$26,947 and $23,642, respectively, which includes  depreciation of assets under  capital lease.

15. GOODWILL AND OTHER INTANGIBLE ASSETS

The following is a summary of the changes  in the carrying  value  of goodwill  by  reportable segment,

for the fiscal years ended March 31,  2008 and March  31, 2007:

Aerospace
Systems

Aftermarket
Services

Total

Fiscal 2008
Balance at beginning of year . . . . . . . . . . . . . . . .
Goodwill recognized in connection with

acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase price allocation adjustments . . . . . . . . . .
Effect of exchange rate changes and other . . . . . .

$285,797

$54,133

$339,930

44,488
(1,103)
993

—
(568)
—

44,488
(1,671)
993

Balance at end of  year . . . . . . . . . . . . . . . . . . . .

$330,175

$53,565

$383,740

Fiscal 2007
Balance at beginning of year . . . . . . . . . . . . . . . .
Goodwill recognized in connection with

acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes and other . . . . . .

$241,776

$30,961

$272,737

43,517
504

23,172
—

66,689
504

Balance at end of  year . . . . . . . . . . . . . . . . . . . .

$285,797

$54,133

$339,930

Intangible assets, cost and accumulated amortization at  March 31,  2008 were  $129,920 and $51,432,
respectively. Intangible assets, cost and accumulated  amortization at March 31, 2007  were $112,710 and
$42,791, respectively. Intangible assets  consist of two major classes: (i) product rights and licenses,
which  at March 31, 2008 had a weighted-average life of  11.3  years,  and (ii) non-compete  agreements,
customer relationships and other, which  at March  31, 2008 had a weighted-average life of  10.4 years.
Gross cost and accumulated amortization of product rights and licenses at March 31,  2008 were  $74,082
and $38,087 respectively, and at March 31,  2007 were $73,957 and $31,070,  respectively. Gross cost and
accumulated amortization of noncompete  agreements, customer  relationships and other at March 31,
2008 were $55,838 and $13,345, respectively, and  at March 31, 2007  were  $38,753 and  $11,721,

74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

15. GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

respectively. Amortization expense for  the fiscal years ended March 31, 2008, 2007,  and 2006  was
$10,436, $8,756 and $7,185, respectively.  Amortization  expense for the five fiscal  years  succeeding
March 31, 2008 by year is expected to be as follows:  2009: $10,544; 2010:  $10,294; 2011:  $8,546;
2012: $6,997; 2013: $6,792.

Effective February 9, 2007, the Company, through its Triumph Air Repair subsidiary, included in

the Aftermarket Services segment, entered into a software licensing agreement with Honeywell
Intellectual Properties, Inc. (‘‘Honeywell’’). The agreement grants  Triumph a non-exclusive, limited
license to access Honeywell proprietary  commercial service manuals identified  for use on  the Boeing
331-250[G] APU installed on the United  States Air Force  C-17 aircraft. The license expires on
September 30, 2013. As consideration,  the Company agreed to pay $5,000 inclusive  of imputed interest
of $529, of which $700 and $1,500 was  paid during fiscal years 2008 and  2007, respectively.  At
March 31, 2008, the remaining payable to Honeywell  of  $2,302 is  included in  the balance sheet  in
accrued expenses and deferred income taxes and other in the amounts of $631  and $1,671, respectively.
As a result of the agreement, the Company  recorded  an intangible asset in the amount of $4,471, which
is included in product rights and licenses intangible assets, with a  life  of  6.7 years. The Company
amortized to expense $671 and $112 of  this intangible  during fiscal years 2008 and 2007,  respectively.

Effective January 1, 2005, the Company, through  its  Triumph Gear Systems—Macomb  subsidiary,
included in the Aerospace Systems segment, entered into an  exclusive  agreement with General Electric
(‘‘GE’’) to provide the inlet gearbox as  well as specific related  spare  parts  for the  CFM56  engine
program for the life of the program.  The Boeing 737  and  the Airbus A318, A319, A320, A321 and
A340-200/-300 aircraft are the primary platforms for  the CFM56 engine. As consideration, the
Company agreed to pay an amount of  $32,158 for  the exclusive right to use certain propriety
technology owned  by GE, of which $2,572, $10,200,  $14,232 and $5,154 was paid  during  fiscal 2008,
2007, 2006 and fiscal 2005, respectively. As a result  of the agreement,  the Company recorded  an
intangible asset in the amount of $32,158,  which is included in  product rights and  licenses intangible
assets, with a weighted-average life of  12.1  years.  The  Company amortized to expense $2,814, $2,816,
and $2,808 of this intangible asset during  fiscal  2008, 2007 and 2006, respectively.

16. COMMITMENTS AND CONTINGENCIES

Certain of the Company’s business operations  and  facilities  are subject to a  number of  federal,
state, local and foreign environmental  laws  and  regulations. Former  owners generally  indemnify the
Company for environmental liabilities related to the assets and businesses acquired which existed prior
to the acquisition dates. In the opinion of  management, there are no  significant environmental  concerns
which  would have a material effect on  the financial condition or operating  results of the  Company
which  are not covered by such indemnification.

In the ordinary course of our business, we are also involved  in disputes, claims, lawsuits, and

governmental and regulatory inquiries  that we  deem to be immaterial.  Some may  involve  claims or
potential claims of substantial damages, fines or penalties. While we cannot predict  the outcome of any
pending or future litigation or proceeding  and no assurances can be given, we  do  not  believe that any
pending matter will have a material effect, individually  or in the aggregate, on our financial position or
results of operations.

75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

17. COLLECTIVE BARGAINING AGREEMENTS

Approximately 14% of the Company’s labor force is covered under  collective  bargaining

agreements.

18. SEGMENTS

The Company is organized based on  the products and services  that it provides.  Under  this

organizational structure, the Company  has  two reportable segments: the Aerospace Systems Group  and
the Aftermarket Services Group. The  Company evaluates performance and allocates  resources  based on
operating income of each reportable  segment. The  accounting policies of the reportable segments are
the same as those described in the summary  of  significant accounting policies  (see Note 2). Each
segment has a president and controller  who  manage  their  respective segment. The  segment president
reports directly to the President and  CEO  of the  Company, the Chief Operating  Decision Maker
(‘‘CODM’’), as defined in SFAS No.  131, Disclosure about Segments of an Enterprise  and Related
Information. The segment presidents maintain regular contact with the  CODM to discuss operating
activities, financial results, forecasts and  plans  for the  segment. The segment controllers  have dual
reporting responsibilities, reporting to  both their segment president  as well as  the Corporate Controller.
The Company’s CODM evaluates performance and  allocates resources based upon  review of segment
information. The CODM utilizes operating income as a  primary  measure of profitability.

Our Aerospace Systems segment consists of 34  operating locations,  and the Aftermarket Services

segment consists of 17 operating locations at March  31, 2008.

The Aerospace Systems segment consists of the Company’s  operations which manufacture products

primarily for the aerospace OEM market.  The segment’s  operations design and  engineer mechanical
and electromechanical controls, such  as hydraulic  systems, main engine gearbox assemblies,
accumulators and mechanical control  cables.  The  segment’s revenues  are  also derived from  stretch
forming, die forming, milling, bonding,  machining,  welding  and assembly and fabrication of  various
structural components used in aircraft  wings, fuselages and other  significant  assemblies.  Further, the
segment’s operations also manufacture metallic and composite bonded  honeycomb assemblies  for floor
panels, fuselage, wings and flight control  surface parts.  These  products are sold  to  various aerospace
OEMs on a global basis.

The Aftermarket Services segment consists of  the Company’s operations that provide  maintenance,

repair and overhaul services to both  commercial and military markets on components and accessories
manufactured by third parties. Maintenance, repair  and overhaul revenues are  derived from services on
auxiliary power units, aircraft accessories,  including constant-speed  drives, cabin compressors, starters
and generators, and pneumatic drive units. In  addition, the  segment’s operations repair and overhaul
thrust reversers, nacelle components and other aerostructures. The  segment’s operations also perform
repair and overhaul services, and supply spare parts, for  various types  of  cockpit instruments and
gauges for a broad range of commercial  airlines  on a  worldwide  basis.

Segment operating income is total segment revenue  reduced by operating expenses identifiable

with that segment. Corporate includes  general  corporate  administrative costs and  any other  costs not
identifiable with one of the Company’s  segments.

The Company does not accumulate net sales information by product or service or groups of similar

products and services, and therefore the  Company does  not disclose net sales by product  or service
because to do so would be impracticable.

76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

18. SEGMENTS (Continued)

Selected financial information for each reportable segment is as  follows:

Year Ended March 31,

2008

2007

2006

Net sales:

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . . .
Elimination of inter-segment sales . . . . . . . . . . . . . . . . .

$ 907,376
246,609
(2,895)

$743,742
196,526
(2,941)

$593,759
159,198
(3,589)

$1,151,090

$937,327

$749,368

Income before income taxes:
Operating income (loss):

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 124,812
23,480
(21,967)

$101,867
11,384
(19,352)

$ 67,122
8,556
(14,507)

Interest expense and other . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
Charge for early extinguishment of debt

Depreciation and amortization:

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital expenditures:

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

126,325
13,422
—

93,899
11,706
5,088

61,171
10,304
—

$ 112,903

$ 77,105

$ 50,867

$

$

$

30,007
12,943
265

$ 26,080
9,394
229

$ 23,278
7,396
153

43,215

$ 35,703

$ 30,827

40,762
20,652
954

$ 39,220
19,672
299

$ 17,148
10,470
373

$

62,368

$ 59,191

$ 27,991

March 31,
2008

March 31,
2007

Total Assets:

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,034,294
321,757
34,021
24,763

$ 883,890
272,972
34,382
28,643

$1,414,835

$1,219,887

During  fiscal years 2008, 2007 and 2006,  the Company had foreign  sales  of  $237,043, $201,920 and
$167,791, respectively. The Company  reports as foreign sales those  sales  with delivery  points outside of
the United States.

77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

19. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

BUSINESS SEGMENT SALES

Fiscal 2008

Fiscal 2007(1)

June 30

Sept. 30

Dec. 31 Mar. 31

June  30

Sept. 30

Dec.  31 Mar.  31

(2)

Aerospace Systems . . . . . . . . . $217,280 $220,511 $213,025 $256,560 $172,573 $178,520 $187,846 $204,803
55,585
Aftermarket Services . . . . . . . .
(622)
Inter-segment Elimination . . . .

46,447
(1,024)

44,035
(746)

50,459
(549)

58,313
(589)

60,054
(793)

62,728
(654)

65,514
(859)

TOTAL SALES . . . . . . . . . . . $275,004 $279,772 $275,099 $321,215 $217,996 $221,809 $237,756 $259,766

GROSS PROFIT(3) . . . . . . . . . . $ 81,118 $ 80,043 $ 76,462 $ 91,179 $ 59,770 $ 63,184 $ 67,364 $ 75,171

OPERATING INCOME

Aerospace Systems . . . . . . . . . $ 30,329 $ 31,135 $ 26,095 $ 37,253 $ 20,341 $ 25,332 $ 26,064 $ 30,130
2,950
Aftermarket Services . . . . . . . .
(6,514)
Corporate . . . . . . . . . . . . . . .

2,989
(4,112)

3,229
(4,780)

6,519
(3,888)

6,408
(8,159)

2,216
(3,946)

5,728
(5,803)

4,825
(4,117)

TOTAL OPERATING INCOME . $ 30,254 $ 31,843 $ 28,726 $ 35,502 $ 19,218 $ 23,602 $ 24,513 $ 26,566

INCOME FROM

Continuing Operations . . . . . . . $ 17,811 $ 18,702 $ 17,923 $ 21,306 $ 10,466 $ 13,272 $ 11,730 $ 15,508
(1,282)
Discontinued Operations . . . . .

(1,206)

(1,896)

(3,894)

(1,472)

(1,033)

(929)

(661)

NET INCOME . . . . . . . . . . . . . $ 13,917 $ 17,230 $ 16,717 $ 19,410 $

9,433 $ 12,611 $ 10,801 $ 14,226

Basic Earnings per Share(4)

Continuing Operations . . . . . . . $
Discontinued Operations . . . . .

1.08 $
(0.24)

1.13 $
(0.09)

1.08 $
(0.07)

1.30 $
(0.12)

0.65 $
(0.06)

0.82 $
(0.04)

0.72 $
(0.06)

0.95
(0.08)

Net Income . . . . . . . . . . . . . . $

0.85 $

1.04 $

1.01 $

1.18 $

0.59 $

0.78 $

0.66 $

0.87

Diluted Earnings per share(4)(5)

Continuing Operations . . . . . . . $
Discontinued Operations . . . . .

1.04 $
(0.23)

1.05 $
(0.08)

1.00 $
(0.07)

1.26 $
(0.11)

0.64 $
(0.06)

0.81 $
(0.04)

0.71 $
(0.06)

0.93
(0.08)

Net Income . . . . . . . . . . . . . . $

0.81 $

0.97 $

0.93 $

1.15 $

0.58 $

0.77 $

0.66 $

0.86

(1) The historical amounts presented above have  been  reclassified  to  present  the  Company’s  former  Triumph

Precision and Triumph Precision Castings  businesses as  discontinued  operations.

(2) The results for the third quarter of fiscal  2007  include  a  charge  to  earnings  of $5,088  ($3,307 after  tax or

$0.20 per diluted share) for early extinguishment  of debt.

(3) Gross profit includes depreciation.

(4) The sum of the earnings for Continuing Operations and Discontinued Operations  does  not  necessarily  equal

the earnings for the quarter due to rounding.

(5) The sum of the diluted earnings per share  for the  four  quarters  does  not  necessarily  equal  the total  year

diluted earnings per share due to the  dilutive effect  of  the  potential  common  shares related  to  the convertible
debt.

78

TRIUMPH GROUP, INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)

Balance
at beginning of
year

Additions
charged to
expense

Additions(1)
(Deductions)(2)

Balance  at
end of year

For year ended March 31, 2008:

Allowance for doubtful accounts receivable . . . .

$3,857

For year ended March 31, 2007:

Allowance for doubtful accounts receivable . . . .

$3,625

For year ended March 31, 2006:

Allowance for doubtful accounts receivable . . . .

$5,176

For year ended March 31, 2005:

1,687

1,036

983

Allowance for doubtful accounts receivable . . . .

$7,272

2,071

130
(951)
23
(827)
(14)
(2,520)
451
(4,618)

$4,723

$3,857

$3,625

$5,176

(1) Additions consist of accounts receivable recoveries, miscellaneous adjustments and amounts

recorded in conjunction with the acquisitions of B &  R, Allied, Grand Prairie, Parker Hannifin’s
United Aircraft Products Division and Triumph Gear Systems, Inc.

(2) Deductions represent write-offs of  related account balances.

79

Item 9.

Changes in and Disagreements With  Accountants on  Accounting  and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and  Procedures

We  maintain disclosure controls and procedures that  are designed  to  ensure that information
required to be disclosed in our Exchange  Act  reports is  recorded, processed,  summarized and  reported
within the time periods specified in the  SEC’s rules  and forms, and that such information is
accumulated and communicated to our management, including  our principal executive  officer and
principal financial officer, as appropriate,  to  allow timely decisions regarding required disclosure.  In
designing and evaluating the disclosure  controls and procedures,  management recognized that any
controls and procedures, no matter how  well designed and operated, can provide only reasonable
assurance of achieving the desired control  objectives, and management necessarily was required to
apply  its judgment in evaluating the cost-benefit relationship of  possible  controls  and procedures.

As of March 31, 2008, we completed an evaluation,  under the  supervision and with the
participation of our management, including our principal executive  officer  and principal  financial
officer, of the effectiveness of the design and operation of our disclosure controls  and procedures.
Based on the foregoing, our principal  executive  officer and principal financial officer concluded that
our  disclosure controls and procedures were  effective at  the reasonable assurance level as of March 31,
2008.

80

MANAGEMENT’S REPORT ON INTERNAL CONTROL  OVER  FINANCIAL REPORTING

The management of Triumph Group,  Inc. (‘‘Triumph’’) is responsible  for establishing  and

maintaining adequate internal control  over financial  reporting as defined in  Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934. Triumph’s internal control system  over financial
reporting is designed to provide reasonable assurance regarding  the reliability of financial reporting and
the preparation of financial statements for  external purposes  in accordance with  U.S. generally
accepted accounting principles. The company’s  internal control over financial reporting includes  those
policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly  reflect

the transactions and dispositions of the assets  of  the company;

(ii) provide reasonable assurance that transactions  are recorded as  necessary to permit

preparation of financial statements in accordance with U.S. generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors  of  the company; and

(iii) provide reasonable assurance regarding prevention  or timely  detection of unauthorized

acquisition, use or  disposition of the  company’s assets that could have  a  material effect on  the
financial statements.

Because of inherent limitations, internal control over  financial  reporting may not prevent or detect

misstatements. Therefore, even those  systems  determined  to be effective can  provide only reasonable
assurance with respect to financial statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future  periods  are subject to risk that controls may become  inadequate
because of changes in condition, or that the degree of compliance  with the  policies  or procedures may
deteriorate.

Triumph’s management assessed the effectiveness  of  Triumph’s internal  control over financial
reporting as of March 31, 2008. In making this assessment, management used the criteria set forth  by
the Committee of Sponsoring Organizations  of the Treadway Commission  (COSO) in  Internal Control-
Integrated Framework. Based on management’s  assessment and those  criteria, management  believes
that Triumph maintained effective internal  control  over financial reporting  as of March 31,  2008.

Triumph’s independent registered public accounting  firm, Ernst & Young LLP, has issued an  audit

report on the effectiveness of Triumph’s internal control over financial reporting. This report appears
on  page  82.

/s/ RICHARD C. ILL

Richard C. Ill
President and Chief Executive Officer

/s/ M. DAVID KORNBLATT

Senior Executive Vice President,
Chief Financial Officer & Treasurer

/s/ KEVIN E. KINDIG

Kevin E. Kindig
Vice President and Controller

May 28, 2008

81

Report of Independent Registered Public  Accounting  Firm on Internal Control  Over
Financial Reporting

To the Board of Directors and Stockholders  of Triumph Group, Inc.

We  have audited Triumph Group, Inc.’s  internal control over financial reporting as of March 31,
2008, based on criteria established in  Internal Control—Integrated Framework  issued by the Committee
of Sponsoring Organizations of the Treadway Commission  (the  COSO criteria).  Triumph Group Inc.’s
management is responsible for maintaining  effective internal  control over financial reporting  and for its
assessment of the effectiveness of internal  control over financial reporting included  in the
accompanying Management’s Report  on Internal Control Over Financial Reporting.  Our responsibility
is to express an opinion on the company’s internal control over financial reporting based  on our audit.

We  conducted our audit in accordance with the standards of  the Public Company Accounting
Oversight Board (United States). Those  standards require that we  plan and perform the audit to obtain
reasonable assurance about whether  effective  internal control over financial reporting was maintained
in all material respects. Our audit included  obtaining an understanding  of internal control  over
financial reporting, assessing the risk that a  material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based  on the assessed risk, and performing such other
procedures as we considered necessary in  the circumstances. We  believe that our audit provides a
reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide  reasonable

assurance regarding the reliability of  financial  reporting and the preparation  of  financial  statements  for
external  purposes in accordance with  generally accepted accounting  principles. A company’s internal
control over financial reporting includes those policies and procedures that (1)  pertain to the
maintenance of records that, in reasonable  detail, accurately and fairly reflect the  transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions  are
recorded  as necessary to permit preparation of financial statements in  accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made  only
in accordance with authorizations of management and directors of the company; and  (3) provide
reasonable assurance regarding prevention  or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that  could have a material effect on the financial statements.

Because of its inherent limitations, internal control over  financial  reporting may not prevent or

detect misstatements. Also, projections  of any evaluation  of  effectiveness to future periods are  subject
to the risk that controls may become inadequate  because of changes in conditions, or  that  the degree
of compliance with the policies or procedures may deteriorate.

In our opinion, Triumph Group, Inc. maintained, in all material respects,  effective internal  control

over financial reporting as of March  31,  2008, based  on the COSO  criteria.

We  also have audited, in accordance  with the standards of  the Public Company Accounting
Oversight Board (United States), the  consolidated balance sheets of Triumph Group, Inc.,  as of
March 31, 2008 and 2007, and the related consolidated  statements of income, stockholders’ equity, and
cash flows for each of the three years in the period  ended March  31, 2008 and our report dated
May 27, 2008 expressed an unqualified  opinion thereon.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
May 27, 2008

82

Changes in Internal Control Over Financial Reporting

In addition to management’s evaluation of disclosure controls and procedures as discussed  above,

we continue to review and enhance our  policies and procedures for internal control over financial
reporting.

We  have developed and implemented a formal set  of internal controls and procedures for  financial
reporting in accordance with the SEC’s rules regarding management’s report on  internal controls. As a
result of continued review and testing  by management  and by our  internal and independent  auditors,
additional changes may be made to our internal controls  and  procedures. However, we  did not make
any changes to our internal control over financial reporting  in our  fourth quarter of fiscal 2008 that has
materially affected or is reasonably likely to materially  affect our  internal control over  financial
reporting.

Item 9B. Other Information

None.

Item 10. Directors, Executive Officers and  Corporate Governance

PART III

The information required for directors is incorporated herein by reference to our  definitive Proxy
Statement for our 2008 Annual Meeting of Stockholders,  which shall be filed within  120 days after  the
end of our fiscal year (the ‘‘2008 Proxy Statement’’). Information required  by  this item concerning
executive officers is included in Part I  of  this Annual Report on Form  10-K.

Section 16(a) Beneficial Ownership Reporting Compliance

The information required regarding Section 16(a) beneficial ownership reporting compliance  is

incorporated herein by reference to the 2008 Proxy  Statement.

The information required regarding our Code  of  Business Conduct is incorporated herein by

reference to the 2008 Proxy Statement.

Code  of Business Conduct

Stockholder Nominations

The information required with respect to any material changes to the procedures by which

stockholders may recommend nominees to the Company’s board of directors  is incorporated herein by
reference to the 2008 Proxy Statement.

Audit Committee

The information required with respect to the  Audit Committee and Audit Committee financial

experts is incorporated herein by reference to the 2008 Proxy Statement.

Item 11. Executive Compensation

The information required regarding executive compensation is incorporated herein by reference to

the 2008 Proxy Statement.

83

Item 12. Security Ownership of Certain Beneficial Owners  and  Management and Related Stockholder

Matters

The information required under this item  is incorporated  herein  by reference to the  2008 Proxy

Statement.

Item 13. Certain Relationships and Related Transactions, and Director  Independence

The information required under this item  is incorporated  herein  by reference to the  2008 Proxy

Statement.

Item 14. Principal Accounting Fees and  Services

The information required under this item  is incorporated  herein  by reference to the  2008 Proxy

Statement.

Item 15. Exhibits, Financial Statement  Schedules

(a) Financial Statements

PART IV

(1) The following consolidated financial  statements  are included  in Item 8  of  this  report:

Triumph Group, Inc.

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm . . . . . .
Consolidated Balance Sheets as of March 31, 2008  and 2007 . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for  the Fiscal  Years Ended March  31, 2008, 2007

and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Stockholders’  Equity  for the  Fiscal  Years  Ended  March 31,

2008, 2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Cash Flows  for  the Fiscal  Years  Ended  March 31, 2008,

2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) The following financial statement  schedule is included in this report:

Schedule II—Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

44
45

46

47

48
49

Page

79

All other schedules have been omitted  as not applicable or because the information  is included

elsewhere in the Consolidated Financial Statements or  notes thereto.

(3) The following is a list of exhibits. Where so indicated by footnote, exhibits which were

previously filed are incorporated by reference.

Exhibit
Number

3.1

3.2

3.3

4.1

Description

Amended and Restated Certificate  of  Incorporation of Triumph Group, Inc.(1)

Bylaws of Triumph Group, Inc.(1)

Certificate of Amendment to Amended  and  Restated Certificate of Incorporation of
Triumph Group, Inc.(2)

Form of certificate evidencing Common Stock  of Triumph Group, Inc.(1)

84

Exhibit
Number

4.2

4.3

4.4

10.1

10.2

Indenture, dated as of September 18,  2006, between Triumph Group, Inc.  and The Bank of
New York Trust Company, N.A. relating  to  the 2.625% Convertible Senior  Subordinated
Notes Due 2026.(3)

Description

Form of the 2.625% Convertible Senior Subordinated Note Due 2026.  (Included as
Exhibit A to Exhibit 4.2).(3)

Registration Rights Agreement, dated as  of  September 18, 2006, between Triumph
Group, Inc. and Banc of America Securities LLC.(3)

Amended and Restated Directors’ Stock Incentive Plan.(4)

Form of Deferred Stock Unit  Award Agreement under the  Amended  and Restated
Directors’ Stock Incentive Plan.(4)

10.3#

2004 Stock Incentive Plan.(5)

10.4

10.4(a)

10.4(b)

10.4(c)

10.4(d)

Amended and Restated Credit  Agreement  (the  ‘‘Amended  and  Restated Credit Agreement’’)
dated July 27, 2005 among Triumph Group, Inc., PNC Bank  National Association, as
Administrative Agent, Bank of America,  N.A., as  Syndication Agent,  Citizens Bank of
Pennsylvania, as Documentation Agent, and Manufacturers and Traders Trust Company, as
Managing Agent, National City Bank  of Pennsylvania, as Managing Agent and PNC Capital
Markets, Inc., as Lead Arrangers and the  Banks  party thereto.(6)

First Amendment to Amended  and Restated  Credit Agreement, dated September 18,
2006.(7)

Second Amendment to Amended and Restated Credit  Agreement, dated October  20,
2006.(7)

Third Amendment to Amended  and  Restated Credit Agreement, dated December 22,
2006.(8)

Fourth Amendment to Amended and  Restated Credit Agreement,  dated  October 15,
2007.(9)

10.5#

Triumph Group, Inc. Supplemental  Executive Retirement Plan effective January 1,  2003.(10)

10.6

10.7

10.8

10.9

10.10

21.1*

23.1*

31.1*

31.2*

32.1*

Compensation for the non-employee members of  the  Board of Directors of Triumph
Group, Inc.(4)

Form of Stock Award Agreement under the 2004 Stock Incentive Plan.(11)

Description of the Triumph Group, Inc. Annual Cash Bonus Plan.(12)

Change of Control Employment Agreement  with: Richard C. Ill, M.  David Kornblatt,
John B. Wright, II and Kevin E. Kindig.(13)

Restricted Stock Award Agreement  for M. David Kornblatt.(14)

Subsidiaries of Triumph Group, Inc.

Consent of Ernst & Young LLP,  Independent Registered  Public  Accounting  Firm.

Principal Executive Officer  Certification Required  by Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as amended.

Principal Financial Officer Certification  Required by Rule 13a-14(a) or Rule  15d-14(a) under
the Securities Exchange Act of 1934,  as  amended.

Principal Executive Officer  Certification Required  by Rule 13a-14(b) or Rule  15d-14(b)
under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section  1350.

85

Exhibit
Number

32.2*

Principal Financial Officer Certification  Required by Rule 13a-14(b) or Rule 15d-14(b)
under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section  1350.

Description

(1) Incorporated by reference to our Registration Statement on Form S-1 (Registration

No. 333-10777), declared effective on  October 24, 1996.

(2) Incorporated by reference to our Annual Report on Form  10-K for the year ended  March 31,

1999.

(3) Incorporated by reference to our Current Report on Form 8-K filed  on September 22, 2006.

(4) Incorporated by reference to our Current Report on Form 8-K filed  on August 1, 2006.

(5) Incorporated by reference to our Proxy Statement on Schedule 14A for  the 2004 Annual Meeting

of Stockholders.

(6) Incorporated by reference to our Current Report on Form 8-K filed  August 2,  2005.

(7) Incorporated by reference to our Current Report on Form 8-K filed  on October 26, 2006.

(8) Incorporated by reference to our Current Report on Form 8-K filed  on December 29, 2006.

(9) Incorporated by reference to our Quarterly Report on Form  10-Q  for the  quarter  ended

September 30, 2007.

(10) Incorporated by reference to our Annual Report on Form  10-K for the year ended  March 31, 2003

(11) Incorporated by reference to our Current Report on Form 8-K filed  on June 12,  2007.

(12) Incorporated by reference to our Current Report on Form 8-K filed  on July 31, 2007.

(13) Incorporated by reference to our Current Report on Form 8-K filed  on March  13, 2008

(14) Incorporated by reference to our Current Report on Form 8-K filed  on June 14,  2007.

*

Filed herewith.

# Compensation plans and arrangements for executives and others.

86

Pursuant to the requirements of Section  13  or 15(d) of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused  this  report to be signed by the undersigned, thereunto duly
authorized.

SIGNATURES

TRIUMPH GROUP, INC.

Dated: May 28, 2008

By: /s/ RICHARD C. ILL

Richard C. Ill
President and Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange  Act of 1934, as amended, this report has

been signed below by the following persons on behalf of the  Registrant and in  the capacities and on
the dates  indicated.

Each  person whose signature appears  below in so signing  also makes, constitutes and appoints

Richard C. Ill and M. David Kornblatt, and each or anyone  of  them, his true  and lawful
attorneys-in-fact and agents with full  power  of substitution  and resubstitution, for  him and, in  his name,
place and stead in any and all capacities to execute and cause  to  be  filed with the Securities and
Exchange Commission any or all amendments to this report.

/s/ RICHARD C. ILL

Richard C. Ill

President, Chief Executive Officer and Director
(Principal Executive Officer)

May 28, 2008

/s/ M. DAVID KORNBLATT

M. David Kornblatt

Senior Vice President, Chief Financial  Officer
and Treasurer (Principal Financial Officer)

May 28, 2008

/s/ KEVIN E. KINDIG

Kevin E. Kindig

Vice President and Controller (Principal
Accounting Officer)

/s/ WILLIAM O. ALBERTINI

William O. Albertini

/s/ RICHARD C. GOZON

Richard C. Gozon

/s/ CLAUDE F. KRONK

Claude F. Kronk

/s/ GEORGE SIMPSON

George Simpson

/s/ TERRY D. STINSON

Terry D. Stinson

Director

Director

Director

Director

Director

87

May 28, 2008

May 28,  2008

May 28,  2008

May 28,  2008

May 28,  2008

May 28,  2008

Exhibit
Number

3.1

3.2

3.3

4.1

4.2

4.3

4.4

10.1

10.2

EXHIBIT INDEX

Description

Amended and Restated Certificate of Incorporation of  Triumph Group,  Inc.(1)

Bylaws of Triumph Group, Inc.(1)

Certificate of Amendment to  Amended and Restated  Certificate  of  Incorporation  of Triumph
Group, Inc.(2)

Form of certificate evidencing  Common Stock of Triumph Group,  Inc.(1)

Indenture, dated as of September  18, 2006, between  Triumph Group,  Inc. and  The Bank  of
New York Trust Company, N.A. relating  to  the 2.625% Convertible Senior  Subordinated
Notes Due 2026.(3)

Form of the 2.625% Convertible  Senior Subordinated Note Due  2026. (Included as Exhibit A
to Exhibit 4.2).(3)

Registration Rights Agreement, dated  as of September 18, 2006, between Triumph
Group, Inc. and Banc of America Securities LLC.(3)

Amended and Restated Directors’ Stock Incentive Plan.(4)

Form of Deferred Stock Unit  Award  Agreement under the Amended and Restated
Directors’ Stock Incentive Plan.(4)

10.3#

2004 Stock Incentive Plan.(5)

10.4

10.4(a)

10.4(b)

10.4(c)

10.4(d)

Amended and Restated Credit  Agreement (the ‘‘Amended and Restated  Credit Agreement’’)
dated July 27, 2005 among Triumph Group, Inc., PNC Bank  National Association,  as
Administrative Agent, Bank of America, N.A., as Syndication Agent,  Citizens Bank of
Pennsylvania, as Documentation Agent, and Manufacturers and Traders Trust Company, as
Managing Agent, National City Bank of Pennsylvania, as Managing Agent and  PNC Capital
Markets, Inc., as Lead Arrangers and  the  Banks  party thereto.(6)

First Amendment to Amended and  Restated  Credit Agreement, dated September  18,
2006.(7)

Second  Amendment to Amended  and  Restated Credit Agreement, dated October 20,
2006.(7)

Third Amendment to Amended and Restated Credit Agreement,  dated December  22,
2006.(8)

Fourth Amendment to Amended and Restated  Credit  Agreement, dated October  15,
2007.(9)

10.5#

Triumph Group, Inc. Supplemental Executive Retirement Plan effective January  1, 2003.(10)

10.6

10.7

10.8

10.9

Compensation for the non-employee members  of the Board of Directors of Triumph
Group, Inc.(4)

Form of Stock Award Agreement  under the 2004 Stock Incentive Plan.(11)

Description of the Triumph  Group, Inc. Annual  Cash Bonus Plan.(12)

Change of Control Employment  Agreement with: Richard C. Ill, M. David  Kornblatt,
John B. Wright, II and Kevin E. Kindig.(13)

88

Exhibit
Number

10.10

21.1*

23.1*

31.1*

31.2*

32.1*

32.2*

Restricted Stock Award Agreement for M. David  Kornblatt.(14)

Subsidiaries of Triumph Group,  Inc.

Description

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

Principal Executive Officer Certification Required by Rule 13a-14(a) or Rule 15d-14(a)  under
the Securities Exchange Act of 1934, as  amended.

Principal Financial Officer  Certification Required  by Rule 13a-14(a) or  Rule 15d-14(a)  under
the Securities Exchange Act of 1934, as  amended.

Principal Executive Officer Certification Required by Rule 13a-14(b) or  Rule 15d-14(b)
under the Securities Exchange Act of  1934, as amended, and 18 U.S.C. Section  1350.

Principal Financial Officer  Certification Required  by Rule 13a-14(b)  or Rule 15d-14(b) under
the Securities Exchange Act of 1934, as  amended, and 18 U.S.C. Section 1350.

(1) Incorporated by reference to our Registration Statement on Form S-1 (Registration

No. 333-10777), declared effective on  October 24, 1996.

(2) Incorporated by reference to our Annual Report on Form  10-K for the year ended  March 31,

1999.

(3) Incorporated by reference to our Current Report on Form 8-K filed  on September 22, 2006.

(4) Incorporated by reference to our Current Report on Form 8-K filed  on August 1, 2006.

(5) Incorporated by reference to our Proxy Statement on Schedule 14A for  the 2004 Annual Meeting

of Stockholders.

(6) Incorporated by reference to our Current Report on Form 8-K filed  August 2,  2005.

(7) Incorporated by reference to our Current Report on Form 8-K filed  on October 26, 2006.

(8) Incorporated by reference to our Current Report on Form 8-K filed  on December 29, 2006.

(9) Incorporated by reference to our Quarterly Report on Form  10-Q  for the  quarter  ended

September 30, 2007.

(10) Incorporated by reference to our Annual Report on Form  10-K for the year ended  March 31, 2003

(11) Incorporated by reference to our Current Report on Form 8-K filed  on June 12,  2007.

(12) Incorporated by reference to our Current Report on Form 8-K filed  on July 31, 2007.

(13) Incorporated by reference to our Current Report on Form 8-K filed  on March  13, 2008

(14) Incorporated by reference to our Current Report on Form 8-K filed  on June 14,  2007.

*

Filed herewith.

# Compensation plans and arrangements for executives and others.

89

SUBSIDIARIES OF TRIUMPH GROUP, INC.

Exhibit 21.1

Triumph Brands, Inc.

Triumph Group Acquisition Corp.

Triumph Group Acquisition Holdings,  Inc.

The Triumph Group Operations, Inc.

CBA Acquisition LLC

Triumph Controls (Europe) SAS

Construction Brevetees d’Alfortville SAS

HT  Parts LLC

Kilroy Steel, Inc.

Kilroy Structural Steel Co.

Lamar Electro-Air Corp.

Nu-Tech Brands, Inc.

Triumph Accessory Services—Grand Prairie, Inc.

Triumph Actuation Systems, LLC

Triumph Actuation Systems—Connecticut,  LLC

Triumph Actuation Systems—Valencia,  Inc.

Triumph Aerospace Systems Group, Inc.

Triumph Aerospace Systems—Wichita, Inc.

Triumph Aerospace Systems—Newport News, Inc.

Triumph Aftermarket Services Group, Inc.

Triumph Logistics- UK, Ltd.

Triumph Airborne Structures, Inc.

Triumph Aviations Inc.

Triumph Aviation Services Asia, Ltd.

Triumph Composite Systems, Inc.

Triumph Controls, LLC

Triumph Engineering Services, Inc.

Triumph Engineered Solutions, Inc.

Triumph Fabrications—Fort Worth, Inc.

Triumph Fabrications—Hot Springs, Inc.

Triumph Fabrications—San Diego, Inc.

Triumph Gear Systems, Inc.

Triumph Gear Systems—Macomb, Inc.

Triumph Instruments, Inc.

Triumph Instruments—Burbank, Inc.

Triumph Interiors Limited

Triumph Interiors, LLC

Triumph Metals Company

Triumph Precision, Inc.

Triumph Precision Castings Co.

Triumph Processing, Inc.

Triumph Structures—Kansas City, Inc.

Triumph Structures—Long Island, LLC

Triumph Structures—Los Angeles, Inc.

Triumph Structures—Wichita, Inc.

Triumph Thermal Systems, Inc.

Triumph Turbine Services, Inc.

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Registered  Public Accounting  Firm

We consent to the  incorporation by reference in the following Registration  Statements:

1) Registration Statements (Form S-8  No. 333-36957 and Form  S-8 No. 333-50056)  pertaining to

the 1996 Stock Option Plan of Triumph Group, Inc.;

2) Registration Statements (Form S-8  No. 333-81665 and Form  S-8 No. 333-134861)  pertaining to

the Amended and Restated Directors’ Stock Incentive Plan of Triumph Group, Inc.;

3) Registration Statement (Form S-8 No.  333-125888)  pertaining to the 2004  Stock Incentive Plan

of Triumph Group, Inc.; and

4) Registration Statement (Form S-3 No.  333-139323)  pertaining to the resale of the Triumph

Group, Inc. 2.625% Convertible Senior  Notes  Due  2026 and the  shares of Triumph
Group, Inc. Common Stock issuable upon conversion,

of our reports dated May 27, 2008, with respect  to  the  consolidated financial statements and schedule
of Triumph Group, Inc. and the effectiveness  of  internal control  over financial  reporting of Triumph
Group, Inc., included in this Annual Report (Form 10-K) for the year ended March  31, 2008.

Philadelphia, Pennsylvania
May 27, 2008

/s/ Ernst & Young LLP

Exhibit 31.1

CERTIFICATION  PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES AND EXCHANGE  ACT  OF 1934

I, Richard C. Ill, certify that:

1.

I have reviewed this annual report  on Form 10-K of Triumph Group, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material  fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and  other financial  information included in
this report, fairly present in all material respects  the financial condition, results of operations and  cash
flows of the registrant as of, and for, the  periods presented in  this report;

4. The registrant’s other certifying  officer  and I are responsible for establishing and  maintaining

disclosure controls and procedures (as defined  in Exchange  Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined  in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:

a)

designed such disclosure controls and  procedures, or caused such disclosure controls and

procedures to be designed under our  supervision, to ensure that material  information relating to
the registrant, including its consolidated subsidiaries, is  made known  to  us by others within  those
entities, particularly during the period in which  this report  is being prepared;

b) designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed  under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting  principals;

c)

evaluated the effectiveness of the registrant’s disclosure controls and  procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in  the registrant’s internal control over  financial
reporting that occurred during the registrant’s fourth fiscal quarter that has  materially affected,  or
is reasonably likely to materially affect, the registrant’s internal control over financial  reporting;
and

5. The registrant’s other certifying  officer  and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design  or  operation  of internal

control over financial reporting which are reasonably likely  to  adversely affect  the registrant’s
ability  to record, process, summarize and report financial information; and

b)

any fraud, whether or not material,  that involves management  or other employees who

have  a significant role in the registrant’s internal control over financial reporting.

Dated: May 28, 2008

/s/ RICHARD C. ILL

Richard C. Ill
President and Chief Executive Officer (Principal
Executive Officer)

Exhibit 31.2

CERTIFICATION  PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES AND EXCHANGE  ACT  OF 1934

I, M. David Kornblatt, certify that:

1.

I have reviewed this annual report  on Form 10-K of Triumph Group, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material  fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and  other financial  information included in
this report, fairly present in all material respects  the financial condition, results of operations and  cash
flows of the registrant as of, and for, the  periods presented in  this report;

4. The registrant’s other certifying  officer  and I are responsible for establishing and  maintaining

disclosure controls and procedures (as defined  in Exchange  Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined  in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:

a)

designed such disclosure controls and  procedures, or caused such disclosure controls and

procedures to be designed under our  supervision, to ensure that material  information relating to
the registrant, including its consolidated subsidiaries, is  made known  to  us by others within  those
entities, particularly during the period in which  this report  is being prepared;

b) designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed  under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting  principals;

c)

evaluated the effectiveness of the registrant’s disclosure controls and  procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in  the registrant’s internal control over  financial
reporting that occurred during the registrant’s fourth fiscal quarter that has  materially affected,  or
is reasonably likely to materially affect, the registrant’s internal control over financial  reporting;
and

5. The registrant’s other certifying  officer  and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design  or  operation  of internal

control over financial reporting which are reasonably likely  to  adversely affect  the registrant’s
ability  to record, process, summarize and report financial information; and

b)

any fraud, whether or not material,  that involves management  or other employees who

have  a significant role in the registrant’s internal control over financial reporting.

Dated: May 28, 2008

/s/ M. DAVID KORNBLATT

M. David Kornblatt
Senior Vice President, Chief Financial Officer and
Treasurer (Principal Financial Officer)

CERTIFICATION  PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY  ACT  OF 2002

Exhibit 32.1

In connection with the Annual Report  of Triumph Group,  Inc. (the ‘‘Company’’) on Form 10-K for

the year ended March 31, 2008 as filed with  the Securities  and Exchange Commission on  the date
hereof (the ‘‘Report’’), I, Richard C. Ill, President, and  Chief Executive Officer of the  Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted  pursuant  to  § 906 of the Sarbanes-Oxley  Act of 2002,
to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section  13(a) or  15(d)  of the Securities

Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly  presents, in  all material  respects, the financial

condition and results of operations of  the Company.

By: /s/ RICHARD C. ILL

Richard C. Ill
President and Chief Executive Officer
(Principal Executive Officer)
May 28, 2008

A signed original of this written statement required  by  Section 906 has  been provided to Triumph
Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.

CERTIFICATION  PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY  ACT  OF 2002

Exhibit 32.2

In connection with the Annual Report  of Triumph Group,  Inc. (the ‘‘Company’’) on Form 10-K for

the year ended March 31, 2008 as filed with  the Securities  and Exchange Commission on  the date
hereof (the ‘‘Report’’), I, M. David Kornblatt, Senior Vice  President, Chief Financial Officer  and
Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906  of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section  13(a) or  15(d)  of the Securities

Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly  presents, in  all material  respects, the financial

condition and results of operations of  the Company.

By: /s/ M. DAVID KORNBLATT

M. David Kornblatt
Senior Vice President, Chief Financial Officer and
Treasurer(Principal Financial Officer)
May 28, 2008

A signed original of this written statement required  by  Section 906 has  been provided to Triumph
Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.