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Triumph Group

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FY2009 Annual Report · Triumph Group
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Triumph Group, Inc. : 2009 Annual Report

The Triumph Advantage

One name. Many solutions.

Despite a challenging economic environment, Triumph set records in every key
performance measure in fiscal 2009.

(cid:129) Net sales in fiscal 2009 totaled more than $1.24 billion, an 8% increase over 2008. 

(cid:129) Net income totaled $93.1 million in fiscal 2009, a 38% increase over 2008.

(cid:129) Income from continuing operations grew 29% to $97.8 million or $5.90 per diluted

share – up from $4.32 per share last year.

(cid:129) During fiscal 2009, Triumph generated $135.0 million of cash flow from operations,

a 193% increase over last year. 

(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 within the next two

years, increased 4% to a record $1.3 billion in fiscal 2009. 

Triumph Group, Inc., headquartered 
in Wayne, Pennsylvania, is comprised 
of 42 highly specialized aerospace
manufacturing and maintenance
companies at 56 locations, 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.

C2

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

Weighted Shares – Diluted (in thousands)

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

March 09
$1,240,378

$

97,812
8%
45,586
8,516
$ 151,914
12%
48,611
$ 200,525
16%

$

$

$

93,067
8%

5.90
(0.29)
5.61

16,584

$

45,421

$ 372,159
2.2

$ 553,592
$ 332,467

$ 475,304
14,478
$ 460,826
779,650
$1,240,476
37%

$

$

47.00

6,131
202

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

17,540

$

56,971

$ 416,842
3.0

$ 502,861
$ 311,433

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

$

$

41.94

5,572
207

March 07
$937,327

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

$ 47,071
5%

$

$

3.11
(0.24)
2.87

16,413

$ 55,092

$324,877
2.7

$436,149
$276,255

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

$ 38.09

5,010
187

$

* Management believes that earnings before interest, taxes, depreciation and amortization (“EBITDA”) provides useful information with respect to our overall operating performance, debt service capacity and ability to fund  
capital expenditures. 

Sales

Cash Flow from
Operations 

EBITDA

Backlog

0
4
2
,
1

1
5
1
,
1

7
3
9

5
3
1

1
4

6
4

1
0
2

0
7
1

0
3
1

8
7
2
,
1

3
2
3
,
1

7
2
1
,
1

07 

08 

09

07 

08 

09

07 

08 

09

07 

08 

09

1

 
 
 
Despite these factors, the aerospace industry as a whole
remains financially sound in an extremely difficult economic
environment. While future industry performance is ultimately
linked to the health of the general economy, we believe its long-
term prospects are excellent. Triumph’s strong financial position
will enable us to weather these hard times, and may well provide
opportunities to enhance our competitive position.

The Triumph Advantage

During times of uncertainty and change, Triumph draws on its
heritage as a decentralized organization – today made up of 42
individual companies at 56 locations – built through a combination
of acquisition and internal growth over the past 15 years. Our
philosophy is 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 corporate entity.

We manage Triumph according to principles common to any
successful, well-run, entrepreneurial enterprise – adhering to a
conservative management style emphasizing hard work, rigorous
cost control, and prudent financial management.

Because each company maintains its own identity, specialized
skills, and distinct customer base, Triumph as a whole
possesses exceptional flexibility to respond to changes in the
marketplace during stressful times. Since each company is
responsible for its own contribution to Triumph’s financial
performance, each is motivated to develop new capabilities and
to seek new potential opportunities, all the while carefully
managing expenses in line with anticipated returns. 

We believe Triumph’s manufacturing capabilities are second to
none. Through the years we’ve invested in state-of-the-art
equipment and tooling which keep our companies at the
forefront of technology.

But the real key to our manufacturing expertise is the quality of our
people. We provide all our companies with a highly competitive
employee benefits package that helps them recruit and retain the
best talent in our industry. Equally important, every employee is
empowered in his or her own way to harness Triumph’s creative
energy and can-do work ethic for the benefit of our customers. 

One name. Many solutions.

The Triumph name and our excellent reputation in the
marketplace allow our companies to join with their Triumph
peers to compete at the global level.

Our group marketing organizations in both Aerospace Systems
and Aftermarket Services focus on reaching across our
companies to sell systems, integrated assemblies and repair and
overhaul services to our original equipment manufacturer (OEM),
military, commercial and cargo customers.

As companies everywhere seek to reduce costs to improve
financial performance, Triumph offers our customers the ability to
satisfy a broad range of needs from a single source. Today a
significant portion of our revenues are derived from sales where
two or more Triumph companies work together to achieve a
result neither could accomplish on its own.

RICHARD C. ILL

President and 

Chief Executive Officer

Fellow Stockholders:

In many respects, fiscal 2009 was a year of paradox. Despite a
challenging economy with few bright spots, Triumph achieved
the best financial performance in our history. We set new
records in revenue, operating income, cash flow, earnings per
share, and backlog. At a time when many companies struggled
to survive, Triumph continued to grow and to achieve the goals
we set for ourselves. 

Nobody can say for certain what the future holds, and we cannot
allow ourselves simply to assume we can sustain these results
regardless of external forces. However, in 2009 we demonstrated
that we are well prepared to take advantage of the opportunities
which always accompany challenge and change. 

Industry Outlook

As the worst recession of the postwar era continues, the short-
term economic outlook is not encouraging. The coming months
will be difficult and challenging for all businesses, and Triumph is
no exception. 

In the aerospace industry, it’s generally assumed that the current
growth cycle has peaked, even though the momentum of the
past four years should carry forward through 2010, by which
time the overall economy may rebound. This outlook is
constrained, however, by a number of uncertainties.

(cid:129) Buffeted by falling demand, commercial and air cargo carriers
may defer or even cancel deliveries until economic recovery
appears more certain. 

(cid:129) The world’s airlines, already hit by rising fuel costs in 2008, are

now confronting an overall decline in both business and personal
air travel.

(cid:129) Business aviation was among the first sectors affected by the

financial crisis, as corporations pared down budgets and acted
to avoid even the appearance of ostentatious expenditures.

(cid:129) The Obama Administration’s ongoing reassessment of military
spending may adversely affect some existing military programs
as it increases opportunities in others.

2

New Capabilities

While 2009 was a year of contraction for many companies,
Triumph’s aggressive acquisition strategy continued to add new
companies and capabilities: 

(cid:129) Saygrove Defence and Aerospace Group, Ltd., based in
Buckley, U.K., provides expertise in actuation and control
systems for all-electric aircraft and Unmanned Aerial Vehicles
(UAVs). The company will operate as Triumph Actuation &
Motion Control Systems-UK, Ltd.

(cid:129) Merritt Tool Co., Inc., Kilgore, Texas, specializes in complex
precision machining of aircraft structural components. The
company will operate as Triumph Structures-East Texas, Inc.

(cid:129) Mexmil Company, LLC, is a global leader in the design,

manufacture and repair of thermal-acoustic insulation systems
for commercial aerospace applications. Based in Santa Ana,
California, Mexmil has manufacturing locations in Mexico and,
through a joint venture, in China. The company will operate as
Triumph Insulation Systems, LLC.

(cid:129) The aviation segment of Kongsberg Automotive, with facilities in
Basildon, U.K., and Heiligenhaus, Germany, produces and
repairs cable control systems for ground, flight, engine
management and cabin comfort features in aircraft, and
complements our skill set in electromechanical control systems.
The company will operate as Triumph Controls-UK, Ltd., and as
Triumph Controls-Germany, GmbH.

In 2009, Triumph demonstrated the real power of our core
business strategies:

(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.

These strategies have served Triumph well since our founding,
and they will continue to guide our growth in the years ahead.

Transitions

Sadly, in June 2008, one of Triumph’s greatest supporters
passed away unexpectedly. William O. Albertini, a senior
executive with Bell Atlantic Global Wireless until his retirement in
1999, served as a Director of Triumph and as Chairman of our
Audit Committee for nine years. Bill served as an active steward
of our company’s and our stockholders’ interests, and Triumph
benefited significantly from his business and financial insights.
His friendship and guidance will be greatly missed. 

In October 2008, shareholders elected two new board members,
Paul Bourgon and Joseph M. Silvestri. Mr. Bourgon is President
of the Aeroengine Division of SKF USA, where he manages a
global aerospace supplier business with major operations in the
United States, Canada, Italy, England, and France. Mr. Silvestri
has served as Managing Partner of Court Square Capital and its
predecessor, Citigroup Venture Capital, since 1990. 

Together, we expect these acquisitions will add more than 
$100 million in 2010 revenues and will immediately contribute 
to earnings. 

On behalf of all of us at Triumph, I extend a warm welcome to
these two distinguished board members, and look forward to
their many contributions in the months and years ahead.

In addition, we announced plans to establish new manufacturing
capabilities in Zacatecas, Mexico – allowing us to better manage
production costs and to expand the capacity of our domestic
U.S. manufacturing plants. 

Sustaining the Triumph Advantage

Triumph is fortunate to be able to continue our aggressive
acquisition strategy during a period of economic distress and
scarce credit. We have carefully managed our balance sheet to
avoid excessive debt, and our existing credit facilities, combined
with the exceptional ability of our companies to generate cash,
provide ample reserves to take advantage of new opportunities.

For example, in 2009 we made outstanding progress in better
managing our working capital by employing just-in-time supply
strategies, reducing inventories, and freeing cash for other, more
productive uses. Significantly, cash flow from operations funded
fully 96% of Triumph’s acquisitions in 2009.

Serving our customers requires innovation, flexibility and the
imagination to create opportunity where others see only peril. 

Looking Ahead

It’s unlikely that the coming months will be easy or problem free.
Nor is there any guarantee that we will sustain the record-setting
financial performance Triumph has achieved in recent years.
Forces at work in the global economy are too strong and too
widespread to permit confident predictions about what the
future has in store.

However, we know it’s at times like these when companies with
a clear vision, a sound strategy and the ability to adapt to new
conditions are able to seize the moment, to stand apart from the
rest, and thrive. We look to the future with self-assurance and
anticipation, thanks to the contributions of our 6,000-plus
employees. Because of their efforts, Triumph is well positioned
to perform and prosper.

RICHARD C. ILL
President and Chief Executive Officer

3

The Triumph Advantage

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3

The Triumph Group’s 42 specialty manufacturing companies offer the ability to design,
engineer, fabricate or overhaul virtually any kind of part, component or assembly. 

All Triumph companies meet the exacting standards and quality requirements of the
global aerospace industry – providing fully integrated systems solutions through a
single point of contact.

One name. Many solutions.

Design and Engineering
Triumph’s design and engineering teams have the skills and experience required to transform ideas and
concepts into finished product solutions for our customers. No job is too small or too large – from simple
brackets and components to major structural assemblies.

Contract Manufacturing
Many customers rely on Triumph’s specialized manufacturing capabilities to outsource the fabrication of a
range of parts and components. The diversity of our companies’ capabilities allows us to meet virtually any
customer need. 

Systems Integration 
Because of Triumph’s diversity and scale, we’re able to participate at any level of the manufacturing process,
contributing whatever’s required to produce a fully integrated product or assembly – from large structural
components to sophisticated systems and controls.

Maintenance, Repair and Overhaul
Triumph’s commitment to customer care encompasses both the products we manufacture ourselves and
those we service for others. We maintain, repair, overhaul and provide replacement parts for virtually every
major aircraft system. 

Top Ten Platforms
as of March 31, 2009
(based on backlog)

1. Boeing 777

2. Boeing 737 NG

3.

4.

5.

V-22 Osprey

CH-47 Chinook 

UH-60 Black Hawk 

6. Boeing 787

7.

8.

C-17 Freighter

F-15 Eagle 

9. Boeing 747

10. Airbus A320/321

4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Structures and Fabrications

Triumph manufactures a broad array of airframe
structures for the world’s leading aerospace
manufacturers. We have the capability to form 
and machine both large and small components –
adding value with our expertise in exotic metals,
composites, metals finishing, and thermal
technologies. These world-class skills allow 
us to design, engineer and manufacture

structures meeting strict quality controls and
rigorous performance specifications. Triumph’s
expertise with new and emerging technologies
allows us to design products that establish new
standards of excellence in the industries we 
serve – reducing maintenance requirements and
improving cost efficiency.

Metal 
Forming

Precision
Machining 

Exotic 
Metals

Composite 
Systems

Metals 
Finishing

Thermal 
Technology

Drawing on our experience
fabricating large structural
components for the aerospace
industry, Triumph has the
capability to provide virtually any
metal forming solution. We have
proficiency in super plastic
stretch, bulge, drop hammer, and
hydro-forming of most materials
used in industry today.
Complementing our forming
capabilities is our expertise in
chemical milling, resistance and
fusion welding, and material
bonding. Because of our
extensive skill set, we offer our
customers the ability to select
the best approach from a broad
range of possibilities. 

Triumph companies offer state-of-
the-art machining expertise that
meets the stringent requirements
of the aerospace and defense
industries. Our precision
machining capabilities include
small, medium and large 3-, 4-, 5-
and 6-axis milling – with output
ranging from very small turned
parts to components up to 150
feet in length. Our high-speed
machining techniques can produce
thin-walled monolithic structures
with tolerances of .010-inch.
Because of Triumph’s ongoing
investment in our machining
capabilities, we’re able to provide
seamless support from prototype
development to full production.

In addition to manufacturing
components from commonly-used
materials like stainless steel and
aluminums, Triumph also
fabricates parts from exotic
materials such as molybdenum,
tantalum, Inconel® and titanium.
While exotic metals possess
unique properties such as
durability, corrosion resistance and
the ability to withstand high
temperatures, virtually all share a
common characteristic – they can
be very difficult to form and
machine. Triumph has developed
this highly specialized expertise
from decades of service to the
aerospace and defense industries. 

Triumph designs and
manufactures a vast array of
both structural and non-structural
composite parts and assemblies
for aircraft interiors. These
include flooring systems,
environmental control system
ducting, glare-shields, drip-
shields, side-wall risers, aisle
stands, and mix bay manifolds.
Utilizing a variety of
manufacturing processes –
including rotational molding,
Ultem® post-forming, and
reinforced thermoplastic laminate
(RTL) pressing – Triumph can
fabricate any type of composite
part or assembly.

Triumph offers comprehensive
metals finishing capabilities –
from base metal primers to final
coatings and paint. We have the
capacity to handle virtually any
part size – from small
components to large structures.
Capabilities include chromic and
sulfuric anodizing, chemical
conversion coatings, phosphate
fluoride treatments, penetrants,
thermal optical coatings,
ammonium biflouride etch
inspections, and cleaning and
inspection of titanium. We also
offer the technology to composite
wrap metal enclosures to reduce
weight and enhance strength 
and durability. 

Triumph is a leader in thermo-
acoustic insulation design and
manufacturing. Every year we
deliver more than one million
high-performance insulation
blankets to the world’s leading
aerospace manufacturers and
carriers. Our material R&D team
searches all industries to find
new materials and processes
that will enable us to meet and
exceed rigorous performance
standards for thermal, acoustic
and fire protection.

5

Systems and Controls

Triumph provides extensive expertise in a wide
range of systems and controls to monitor and
manage the operation of complex equipment –
including geared products, electromechanical
controls, hydraulic systems, actuation systems,
thermal controls and instrumentation. Individual
Triumph companies have many years of

experience in each of these specialties and
collaborate with each other to recommend and
produce the best system for each customer
application. Our companies employ the most
advanced technologies to engineer highly efficient
solutions – saving money by increasing reliability
and reducing maintenance requirements.

Geared 
Products

Electromechanical
Controls 

Hydraulic 
Systems 

Actuation 
Systems 

Thermal 
Controls 

Instrumentation

Triumph companies offer more
than 60 years of experience in
advanced power transmission
engineering and manufacturing –
from single-piece detailed gears to
complex rotorcraft drive trains.
Applications include propulsion
and accessory drive transmissions,
high-lift and flight trim systems,
and utility actuation. Triumph
products are found on some of 
the world’s best-known aircraft
and rotorcraft. This depth of
experience and our use of proven
design elements reduce technical
risk, decrease the development
time cycle, and ensure customer
satisfaction. 

6

Triumph electromechanical
designs are used in a variety of
applications – from simple
electromechanical actuation to
complex, software-controlled
systems. We are leading the
technological advance in the
design and manufacture of
electrical braking actuation. 
We have adapted this design
capability to replace many
systems which historically had
been hydraulic-operated –
increasing reliability and
decreasing complexity.

Triumph offers the capability to
design and manufacture complete
hydraulic control systems. We
produce every component used in
typical hydraulic systems –
including fixed and variable
displacement pumps and motors,
linear actuators, valves and other
components used on a wide range
of commercial and military aircraft.
Our customers include every major
airframe manufacturer in North
America and Europe.

Triumph designs and produces
the control systems that connect
critical flight control systems
through mechanical means or
software. We offer a range of
aircraft cockpit controls and
instruments – including
pilot/copilot control wheels,
landing gear and park brake
levers, flap and spoiler selection
controls and steering tillers. 

Triumph provides multidisciplinary
solutions for a wide range of
actuation systems, including
comprehensive systems analysis
and trade studies for the specific
system type and control. Based
on this analysis, we then specify
the optimal combination of
mechanical, electromechanical,
hydraulic, and hydromechanical
control systems to meet the
customers’ requirements. 
Our experience is based on
complex aerospace and military
applications – requiring a
combination of precise control,
ease of operation and absolute
reliability. 

Triumph is a world leader in
thermal systems management –
designing and manufacturing
heat exchange and transfer
systems and related components
for temperature control in 
fuel, lubrication, hydraulic,
environmental, and related systems
in aerospace and commercial
applications. Products include plate
fin heat exchangers, tubular heat
exchangers, and liquid cooling
systems – including tanks and
reservoirs. Our team of designers
and engineers incorporates
systems thinking to reduce the
most complex temperature control
requirements to a component
solution, customized to meet the
requirements of each application.

Maintenance, Repair, and Overhaul (MRO)

Triumph provides extensive MRO support for the
world’s commercial and air cargo carriers, private
aviation, and the military. We service all the
structures, components and assemblies we
manufacture as original equipment (OE), as well
as thousands of other products developed by
others. This diverse range of capabilities –
including virtually every major aircraft system –

enables Triumph to provide our customers 
with MRO services covering a broad range of
products – all through a single point of contact. 
In addition, we assist our customers in managing
their inventory – reducing carrying costs while
ensuring that the parts and components are
available when and where they are needed.

Airframe 
Structures

Triumph provides comprehensive
MRO services for a broad range
of metal and composite aircraft
structures. Capabilities include
repair, overhaul, training and field
service engineering for thrust
reversers, engine cowlings and
flight surfaces. Additional
structural refurbishment services
include interior components such
as side walls, galleys and bin
doors. In addition, DER-approved
repair development and PMA
replacement part capabilities
make Triumph a leading provider
of low-cost, high-quality
structural MRO solutions.

Engine and APU
Components and
Accessories

Triumph provides MRO services 
for APUs and accessories, with
facilities in the United States and
Asia. We are designated as a
Honeywell Factory Service Center
for select models. Internal
manufacturing, fabrication,
processing and repair capabilities
provide Triumph with a competitive
advantage in the APU market. 
In addition to APU capabilities,
Triumph supports a number of
engine fuel components including
fuel pumps, nozzles, flow
transmitters and controls.

Systems and
Equipment

Triumph specializes in the repair of
pneumatic, hydraulic, heat transfer
and electromechanical systems –
including environmental systems,
starters, power generation,
lubrication pumps, ACC valves and
stators and rotors. Our MRO
support extends to all our OE
products, including complex
hydraulic and hydromechanical
systems, secondary power drive
systems, high lift systems and
heat exchanger and oil cooler
systems. Capabilities include
hydraulic valves and actuators,
power transfer units, fixed and
variable displacement pumps,
landing gear actuation, hydraulic
manifolds, accumulators,
reservoirs, engine gearboxes, flap
actuators and trim actuators.

High-Power
Accessories and
Instrumentation

Triumph specializes in the 
repair, overhaul and exchange 
of high-power accessories;
electromechanical, digital and
pneumatic aircraft instruments,
and accessories. These capabilities
include indicators, transmitters,
flight director indicators, flight and
navigation display, Traffic Collision
Avoidance System (TCAS) antenna,
vertical and directional gyroscopes
and pneumatic altimeter and
airspeed indicators. Capabilities
also include repair and overhaul 
of our OE electromechanical
control systems, including
push/pull cable controls, helix
cable controls, engine and 
thrust reverser controls, flap and
control modules, and landing gear
steering control modules.

7

Company Directory

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

Construction Brevetees d’Alfortville

(C.B.A.)

Manufactures mechanical ball bearing
control assemblies for the aerospace,
ground transportation, defense and marine
industries.
Pierre Vauterin, President
E-mail: pvauterin@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.
Bill Boyd, President
E-mail: bboyd@triumphgroup.com
Phone: 661-295-1015
Valencia, California

Triumph Actuation & Motion Control

Systems – UK

Designs and builds proprietary advanced
control products for flight actuation and motor
control applications in all-electric aircraft and
Unmanned Aerial Vehicles (UAVs).
Steven A. Ward, President
E-mail: sward@triumphgroup.com
Phone: 011 44 1244 550 0022
Buckley, United Kingdom

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
Phone: 858-537-2020
San Diego, California
Phone: 256-544-4106
Huntsville, Alabama 
Phone: 860-255-7005
Burlington, Connecticut

8

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
Rochester, New York

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 Controls – Germany
Triumph Controls – UK
Produces and repairs cable control systems
for ground, flight, engine management and
cabin comfort features in aircraft.
William Bernardo, President
E-mail: bbernardo@triumphgroup.com
Phone: 011 49 205 69130
Heiligenhaus, Germany
Phone: 011 44 1268 522 861
Basildon, United Kingdom

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: 619-440-2004
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 Group – Mexico
Provides rough machining of gears,
actuations and structure components, as
well as assembly, fabrications, engineering
and composites to Triumph companies and
certain customers. Facility scheduled to
open early 2010.
Ron Scruggs, President
E-mail: rscruggs@triumphgroup.com
Zacatecas, Mexico

Triumph Insulation Systems
Produces insulation systems provided to
original equipment manufacturers, airlines,
maintenance, repair and overhaul
organizations and air cargo carriers. Also
provides products in the ancillary aircraft
interiors and spares markets.
Scott W. Holland, President
E-mail: sholland@triumphgroup.com
Phone: 316-942-0432
Santa Ana, California
Mexicali, Mexico
Beijing, China

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 – East Texas
Manufactures of aircraft structural
components specializing in complex
precision machining primarily for commercial
and military aerospace programs.
A.P. Merritt, President
E-mail: amerritt@triumphgroup.com
Phone: 903-984-1128
Kilgore, Texas

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.
Marwan Hammouri, President
E-mail: mhammouri@triumphgroup.com
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: 419-273-1169
Forest, Ohio

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

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.
Richard R. Rockwood, Interim President
E-mail: rrockwood@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; sells, leases
and exchanges APU’s, related components
and other aircraft material.
Elizabeth Rakestraw, President
E-mail: erakestraw@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.
Richard R. Rockwood, Interim President
E-mail: rrockwood@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

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

Triumph San Antonio Support Center
Provides maintenance services for aircraft
ground support equipment.
Richard R. Rockwood, Interim President
E-mail: rrockwood@triumphgroup.com
Phone: 210-932-6700
San Antonio, Texas

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 23, 2009, 9:00 am
Triumph  Group, Inc.
1550 Liberty Ridge Drive, Suite 100
Wayne, PA 19087

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
PAUL BOURGON
President, Aeroengine Division
SKF USA

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)

JOSEPH M. SILVESTRI
Managing Partner
Court Square Capital

Fiscal 2009 Stock Prices
Per Common Share
$73.76
High
$26.89
Low
$38.20
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, 2009.

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
2009 Annual Report on Form 10-K. In
addition, in July 2008, 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) ANNUAL  REPORT PURSUANT  TO  SECTION 13  OR  15(d)  OF  THE

SECURITIES EXCHANGE ACT OF  1934

For the fiscal year ended March 31, 2009

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 whether the registrant has submitted  electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter  period that the registrant was required to  submit  and  post such files). Yes (cid:2) 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, 2008, the aggregate market value of the shares of  Common Stock held by non-affiliates of  the  Registrant was

approximately $740 million. 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, 2008.  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,  2009 was  16,667,914.

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 2009 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dependence on Significant Customer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United States and International Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government Regulation and Industry Oversight
. . . . . . . . . . . . . . . . . . . . . . . . . .
Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and Development Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

3
3
3
3
5
5
6
13
13
13
14
14
14
15
15
16
16
17
17
21
21
22
23

24

24
26

27
45
45

88
88
93

93
93
93

94
94
94

94
94

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.

In March 2009, we acquired Merritt Tool Company, Inc. (now Triumph Structures—East Texas),

Saygrove Defence & Aerospace Group Limited (now Triumph Actuation  & Motion Control Systems—
UK), the aviation segment of Kongsberg  Automotive Holdings ASA (now Triumph  Controls—UK and
Triumph Controls—Germany) and The  Mexmil Company,  LLC (now Triumph  Insulation  Systems),
collectively the ‘‘fiscal 2009 acquisitions’’. Through the addition of Triumph Actuation & Motion
Control  Systems—UK, we have added advanced  control  products  for flight actuation  and motor  control
applications in all-electric aircraft and  Unmanned Aerial Vehicles (‘‘UAVs’’).  Through the addition of
Triumph Insulation Systems, we have enhanced our  ability  to  provide a more comprehensive interiors
solution to our current and future customers. In addition, through the  additions  of Triumph
Structures—East Texas, Triumph Controls—UK and  Triumph  Controls—Germany, we  have expanded
our  capacity and increased our market share in structural components and cable control  systems. Also
in March 2009, we announced that we will  establish a new manufacturing facility in Zacatecas, Mexico
to complement our existing manufacturing  sites. Our investment is initially expected to amount to as
much  as  $20 million over the next 24  months and will involve a significant number  of our  operating
companies and a wide range of capabilities and technologies.

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

3

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

(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, thermal-acoustic insulation  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

4

(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 22 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.

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, 2009:

Operation

Subsidiary

TRIUMPH AEROSPACE SYSTEMS GROUP

Construction
Brevetees
d’Alfortville

Construction
Brevetees
d’Alfortville SAS

Alfortville, France Manufactures

Operating
Location

Business

Type  of  Customers

Number  of
Employees

Triumph Actuation &
Motion Control
Systems

Triumph Actuation
Systems—
Clemmons(1)

Triumph Actuation
Systems—
Freeport(1)

Triumph
Actuation &
Motion Control
Systems—
UK, Ltd.
(formerly
Saygrove
Defence &
Aerospace
Group, Ltd.)

Triumph
Actuation
Systems, LLC

Buckley, UK

Clemmons, NC

Freeport, NY

Triumph Actuation
Systems—
Connecticut

Triumph
Actuation
Systems—
Connecticut, LLC

Bloomfield, CT
East Lyme, CT
Bethel, CT

60

56

260

154

Commercial and
Military OEMs,
Ground Transportation
and Marine OEMs.

Commercial, General
Aviation, and Military
OEMs.

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

Designs and builds
proprietary advanced
control products for
flight actuation and
motor control
applications in all
electrical aircraft and
Unmanned Aerial
Vehicles (‘‘UAVs’’).

Commercial, General
Aviation, and Military
OEMs; Commercial

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

Aviation and Military

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

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.

6

Operation

Subsidiary

Triumph Actuation
Systems—
Valencia(1)

Triumph
Actuation
Systems—
Valencia, Inc.

Operating
Location

Valencia, CA

Triumph Aerospace
Systems—Newport
News

Triumph
Aerospace
Systems—
Newport
News, Inc.

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

Business

Type  of  Customers

Commercial, General
Aviation, and Military
OEMs.

Number  of
Employees

222

Commercial and
Military OEMs;
Commercial and
Military Aftermarket.

150

Commercial, General
Aviation and Military
OEMs.

49

Commercial and
General Aviation
OEMs; General
Aviation Aftermarket.

143

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

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.

7

Operation

Subsidiary

Triumph Composite
Systems

Triumph
Composite
Systems, Inc.

Operating
Location

Spokane, WA

Triumph Controls(1)

Triumph
Controls, LLC

North Wales, PA
Shelbyville, IN

Business

Type  of  Customers

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

Designs and
manufactures
mechanical and
electromechanical
control systems.

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

Commercial, General
Aviation and Military
OEMs and
Aftermarket.

Triumph Controls—
Germany

Triumph
Controls—
Germany, GmbH
(formerly
aviation segment
of Kongsberg
Automotive)

Heiligenhaus,
Germany

Produces and repairs
Commercial and
cable control systems for Military OEMs.
ground, flight, engine
management and cabin
comfort features in
aircraft.

Triumph Controls—
UK

Triumph
Controls—
UK, Ltd.

Triumph
Fabrications—Fort
Worth(1)

Triumph
Fabrication—
Fort Worth, Inc.

Triumph
Fabrications—Hot
Springs

Triumph
Fabrications—
Hot
Springs, Inc.

Basildon, UK

Fort Worth, TX

Hot Springs, AR

Triumph
Fabrications—
Shelbyville

The Triumph
Group
Operations, Inc.

Shelbyville, IN

Commercial, General
Aviation and Military
OEMs and
Aftermarket.

Commercial, General
Aviation and Military
OEMs and
Aftermarket.

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.

Number  of
Employees

478

154

30

136

381

117

8

Number  of
Employees

241

449

928

25

95

96

Operation

Subsidiary

Operating
Location

El Cajon, CA

Chandler, AZ

Triumph
Fabrications—San
Diego, Inc.

Triumph
Engineered
Solutions, Inc.

Triumph Gear
Systems, Inc.

Park City, UT

Macomb, MI

Business

Type  of  Customers

OEMs.

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

Military OEMs and
Aftermarket.

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

Triumph
Fabrications—
San Diego(1)

Triumph
Fabrications—
Phoenix

Triumph Gear
Systems—Park
City(1)

Triumph Gear
Systems—Macomb(1)

Triumph Insulation
Systems

Triumph Northwest

Triumph Processing

Triumph Structures—
East Texas

Triumph Structures—
Kansas City

Triumph Gear
Systems—
Macomb, Inc.

Triumph
Insulation
Systems, LLC
(formerly The
Mexmil
Company, LLC)

The Triumph
Group
Operations, Inc.

Triumph
Processing, Inc.

Triumph
Structures—East
Texas, Inc.
(formerly Merritt
Tool Company,
Inc.)

Triumph
Structures—
Kansas City, Inc.

Santa Ana, CA
Mexicali, Mexico
Beijing, China(3)

Designs, manufactures
and repairs thermal-
acoustic insulation
systems for commercial
aerospace applications.

Commercial and
Military OEMs.

Albany, OR

Lynwood, CA

Kilgore, TX

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

Electronic OEMs.

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

Commercial, General
Aviation, and Military
OEMs.

Commercial and
Manufactures structural
components specializing Military OEMs.
in complex precision
machining primarily for
commercial and military
aerospace programs.

Grandview, MO

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

Commercial and
Military OEMs.

136

9

Business

Type  of  Customers

Commercial and
Military OEMs.

Number  of
Employees

134

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

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.

Commercial, General
Aviation and Military
OEMs.

334

Commercial and
Military OEMs.

168

Commercial, General
Aviation and Military
OEMs.

177

Operation

Subsidiary

Triumph Structures—
Long Island

Triumph
Structures—
Long Island, LLC

Operating
Location

Westbury, NY

Triumph Structures—
Los Angeles

Triumph
Structures—
Los Angeles, Inc.

Chatsworth, CA
City of Industry,
CA
Walnut, CA

Triumph Structures—
Wichita

Triumph
Structures—
Wichita, Inc.

Wichita, KS

Triumph Thermal
Systems(1)

Triumph
Thermal Systems, Inc.

Forest, OH

10

Business

Type  of  Customers

Number  of
Employees

125

Commercial, General
Aviation and Military
Aftermarket.

Commercial and
Military Aftermarket.

119

Commercial, General
Aviation and Military
Aftermarket.

Commercial
Aftermarket.

Commercial
Aftermarket.

Commercial, General
Aviation and Military
Aftermarket.

114

137

128

109

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; sells, leases
and exchanges APUs,
related components and
other aircraft material.

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

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.

Operation

Subsidiary

TRIUMPH AFTERMARKET SERVICES GROUP

Triumph Accessory
Services—
Wellington(1)(2)

The Triumph
Group
Operations, Inc.

Operating
Location

Wellington, KS
Milwaukee, WI

Triumph Accessory
Services—Grand
Prairie(1)

Triumph
Accessory
Services—Grand
Prairie, Inc.

Grand Prairie,
TX

Triumph Air
Repair(1)(2)

The Triumph
Group
Operations, Inc.

Phoenix, AZ

Triumph Airborne
Structures(1)

Triumph
Airborne
Structures, Inc.

Hot Springs, AR

Triumph Aviation
Services—Asia(1)

Triumph
Aviation Services
Asia Ltd.

Chonburi,
Thailand

Triumph Engines—
Tempe(1)

Triumph
Engineered
Solutions, Inc.

Tempe, AZ
Chandler, AZ

11

Operation

Subsidiary

Triumph
Instruments—
Burbank(1)

Triumph
Instruments—
Burbank, Inc.

Operating
Location

Burbank, CA

Triumph
Instruments—Ft.
Lauderdale(1)

Triumph
Instruments—
Austin(1)

Triumph Interiors

Triumph
Instruments, Inc.

Ft. Lauderdale,
FL

Triumph
Interiors, LLC

Austin, TX

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

Triumph Logistics—
UK

Triumph
Logistics (UK) Ltd.

Basingstoke, UK

Triumph San Antonio
Support Center

The Triumph Group
Operations, Inc.

San Antonio, TX

Business

Type  of  Customers

Number  of
Employees

61

58

103

4

Commercial, General
Aviation and Military
Aftermarket.

Commercial, General
Aviation and Military
Aftermarket.

Commercial
Aftermarket.

Commercial, General
Aviation and Military
Aftermarket.

Military Aftermarket.

31

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.

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
services for aircraft
ground support
equipment.

Operation

Subsidiary

DISCONTINUED OPERATIONS

Operating
Location

Business

Type  of  Customers

Number  of
Employees

Triumph Precision
Castings

Triumph Precision
Castings Co.

Chandler, AZ

Commercial and
Military Aftermarket.

62

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

(1) Designates FAA-certified repair station.

(2) Designates SFAR 36 certification.

(3)

Through an affiliate, Triumph Insulation Systems, LLC manages a 50% interest in a joint venture operating in Beijing China, with
Beijing Kailan Aviation Technology Co., Ltd., an unrelated party based in China. Our interest in the joint venture is accounted for
in our consolidated financial statements on the equity method.

12

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  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, 2009, our continuing operations  had outstanding purchase orders representing an
aggregate invoice price of approximately $1,323  million,  of  which $1,282  million  and $42  million  relate
to the Aerospace Systems Group and  the Aftermarket  Services Group, respectively. As of March 31,
2008, our continuing operations had  outstanding purchase orders representing an  aggregated 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. Of the existing backlog of
$1,323 million, approximately $452 million will  not be shipped by March  31, 2010.

Dependence on Significant Customer

For the year ended March 31, 2009, the  Boeing  Company, or Boeing, represented approximately
23% of the net sales. A significant reduction in sales to Boeing  could have a material adverse impact
on our financial position, results of operations, and cash flows.

13

United States and International Operations

Our revenues from our continuing operations  to  customers in  the United  States  for fiscal  years
2009, 2008 and 2007 were approximately  $974  million, $914 million,  and $735 million,  respectively. Our
revenues from our continuing operations  to  customers  in all other countries  for fiscal years 2009, 2008
and 2007 were approximately $267 million,  $237 million, and $202 million, respectively.

As of March 31, 2009 and 2008, our long-lived assets  for  our continuing  operations located  in the

United States were approximately $851 million and $775 million, respectively. As  of  March 31, 2009
and 2008, our long-lived assets for our  continuing  operations located in all other countries were
approximately $63 million and $25 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

14

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 in  Europe,  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, including 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 for potential environmental contamination.  We are  frequently 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.

Employees

As of March 31, 2009, for our continuing  operations  we employed 6,131 persons, of whom 649
were management employees, 85 were sales and marketing personnel, 728 were technical personnel,
631 were administrative personnel and  4,038 were production workers. As of March 31,  2009, for  our

15

discontinued operations, we employed 62  persons, of whom 7  were management employees, 14 were
technical personnel, 10 were administrative personnel and  31 were production workers.

Several of our subsidiaries are parties to collective bargaining agreements with labor unions. Under
those agreements, we currently employ  approximately 683  full-time employees.  Currently,  approximately
11.1% of our permanent employees are represented by labor  unions  and  approximately 20.0% 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 Expenses

Certain information about our research  and  development expenses for the  fiscal  years  ended
March 31, 2009, 2008 and 2007 is available in Note 2 of  ‘‘Notes to Consolidated Financial Statements.’’

Executive Officers

Name

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

Age

66
49

Position

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

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

55 Vice President, General Counsel and Secretary
52 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.

16

Available  Information

For more information about us, visit our website at  www.triumphgroup.com. The contents  of  the
website are not part of this Annual Report  on Form  10-K. Our electronic filings with  the Securities and
Exchange Commission, or SEC (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 SEC. 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 and liquidity. A substantial percentage of our gross profit and operating income was derived
from commercial aviation for fiscal year 2009. 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 and liquidity. The  financial condition  of our  airline customers is a  concern and
thereby introduces 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,
last year’s dramatic rise in energy costs 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.

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

17

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

A significant decline in business with a  key customer could have a  material adverse effect  on us. For

the year ended March 31, 2009, The  Boeing  Company, or Boeing Commercial,  Military & Space,
represented approximately 23% 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 36% of our sales for fiscal  year 2009 were derived  from the military and defense
market, which includes primarily 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.

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  acquisition  of  operations in the U.K.,  Germany, and Mexico,
along with our existing 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
further 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;

(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

18

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.

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
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.

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’ A350 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.

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

19

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.  Certain  of
our  facilities, including 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 for potential environmental contamination. 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 frequently 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, 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
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.

20

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, 2009, 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
Santa Ana, CA . . . . . . . . . . . . . . . Office
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
Heiligenhaus, Germany . . . . . . . . . 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
Mexicali, Mexico . . . . . . . . . . . . . . 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
Albany, OR . . . . . . . . . . . . . . . . . . Machine shop/office
North Wales, PA . . . . . . . . . . . . . . Manufacturing facility/office
Fort Worth, TX . . . . . . . . . . . . . . . Manufacturing facility/office
Kilgore,  TX . . . . . . . . . . . . . . . . . . Manufacturing facility/office
. . . . . . . . . . . . . . . . Manufacturing facility/office
Basildon, UK.
. . . . . . . . . . . . . . . . Manufacturing facility/office
Buckley, UK.
Park City, UT . . . . . . . . . . . . . . . . Manufacturing facility/office
Newport News, VA . . . . . . . . . . . . Engineering/Manufacturing/office
Redmond, WA . . . . . . . . . . . . . . . . Manufacturing facility/office
Spokane, WA . . . . . . . . . . . . . . . . . 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
15,250 Leased
86,970 Leased
126,000 Leased
1,650 Leased
29,825 Leased
59,550 Owned
2,400 Leased
7,500 Leased
2,200 Leased
193,905 Owned
100,000 Owned
145,200 Leased
130,275 Leased
86,000 Leased
261,000 Leased
78,000 Owned
29,000 Owned
5,000 Leased
93,500 Leased
12,500 Leased
110,000 Owned
125,000 Owned
25,000 Owned
111,400 Owned
114,100 Owned
83,000 Owned
1,900 Leased
8,000 Leased
180,000 Owned
93,000 Leased
19,404 Leased
392,000 Owned

21

Location

Description

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, UK . . . . . . . . . . . . . . Repair  and overhaul/office
Ft.  Lauderdale, FL . . . . . . . . . . . . .
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

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
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.

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.

22

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 appealed the dismissal  with respect to three  of the seven counts dismissed. On
January 21, 2009, while the appeal was still  pending,  the government  obtained  a new indictment against
the five engineers containing three counts stating essentially the same  charges as  those covered by the
government’s appeal. On February 9,  2009, the  United States Court of Appeals for the Fifth  Circuit
unanimously affirmed the dismissal of one of the counts covered by the government’s appeal  and
reversed as to the other two counts. The  defendant engineers have filed pretrial  motions,  including
motions to dismiss, relating to the counts  now  pending  against them. Trial is  scheduled to commence
on September 8, 2009. 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  and indicted by a federal grand jury
sitting in the Northern District of Mississippi. Triumph Actuation Systems  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. The court
initially stayed all other proceedings  while conducting its review of the conduct  of Mr. Peters, ordered
that discovery resume on October 30, 2008, and then on  March 4, 2009 again stayed discovery on  the
merits  to focus discovery exclusively  on  the conduct of Mr.  Peters in  the litigation. Trial is presently
scheduled to begin on May 3, 2010.

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.

23

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 2008

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

Fiscal 2009

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

High

Low

$69.63
85.14
86.38
82.71

$73.76
58.87
46.45
47.00

$54.49
65.72
71.84
48.25

$46.16
39.20
26.89
31.12

On May 15, 2009, the reported closing price for our Common  Stock was $38.74.  As of May 15,
2009, there were approximately 61 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 2009 and 2008, we paid cash dividends of $0.16  per  share and $0.16 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. On April 27,  2009, the Company announced that its Board  of
Directors declared a regular quarterly  dividend of  $0.04 per share  on its outstanding  common stock.
The dividend is payable June 15, 2009 to shareholders  of record as of May  29, 2009.

Repurchases of Stock

The following summarizes repurchases  made pursuant  to  the Company’s share repurchase plan
during three years ended March 31,  2009. In  December, 1998, we announced a program to repurchase
up to 500,000 shares of our common  stock.  In  February 2008, the Company’s Board of  Directors
authorized an increase in the Company’s existing stock repurchase program by up  to  an additional
500,000 shares of its common stock. From the inception of the program through March  31, 2009, we
have repurchased a total of 499,200 shares for a  total  purchase price of  $19.2 million.  As a  result, as of
May 15, 2009, 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

24

transactions or otherwise at prevailing  prices. No time limit has  been set for completion of the
program.

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 1-28, 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 2009 Annual Meeting  of  Stockholders to be held  on July 23, 2009,
under the heading ‘‘Equity Compensation Plan Information’’ and is incorporated  herein  by  reference.

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 3/31/2004 and its
relative performance is tracked through 3/31/2009.

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

$200

$180

$160

$140

$120

$100

$80

$60

$40

$20

$0

3/04

3/05

3/06

3/07

3/08

3/09

Triumph Group, Inc.

Russell 2000

S&P Aerospace & Defense

19MAY200921001959

*

$100 invested on 3/31/04 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

117.82
105.41
125.81

133.92
132.66
155.01

167.84
140.50
179.90

173.07
122.23
189.09

116.57
76.39
110.00

The stock price performance included  in  this graph is not  necessarily  indicative  of  future stock  price

3/04

3/05

3/06

3/07

3/08

3/09

performance.

25

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,

2009(1)(2)

2008(2)(3)(4)

2007(2)(4)(5)

2006(4)

2005(4)(6)

(in thousands, except per share data)

Operating  Data:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .

Cost of sales.

$1,240,378
877,744

$1,151,090
822,288

$937,327
671,838

$749,368
549,307

$676,557
504,752

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

Operating income . . . . . . . . . . . . . . . . . . . . . . . . .
Interest  expense and other . . . . . . . . . . . . . . . . . .
. . . . . . .
(Gain) loss on early extinguishment of debt

Income from continuing operations, before income

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

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

362,634
162,109
48,611

151,914
11,096
(2,580)

143,398
45,586

97,812
(4,745)

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)

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

$

93,067

$

67,274

$ 47,071

$ 34,515

$ 11,428

Earnings per share:

Income from continuing operations:

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

$
$
$

Shares used in computing earnings per share:

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

5.97
5.90
0.16

16,384
16,584

$
$
$

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

2009(1)(2)

2008(2)(3)(4)

2007(2)(4)(5)

2006(4)

2005(4)(6)

As of March 31,

(in thousands)

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

$ 372,159
1,592,907

$ 416,842
1,414,835

$ 324,877
1,219,887

$256,480
977,253

$222,280
937,715

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

475,304

419,813

316,183

161,417

157,782

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

$ 779,650

$ 692,729

$ 627,363

$563,703

$526,663

(1)

Includes  the acquisition of Merritt Tool Company, Inc., Saygrove Defence and Aerospace Group Limited., The Mexmil
Company, LLC and acquisition of the aviation segment of Kongsberg Automotive Holdings ASA from the date of
acquisition. See Note 3 to the Consolidated Financial  Statements.

(2) Fiscal years 2009, 2008 and 2007 include stock-based compensation pre-tax charges of $3.2 million, $2.8 million and

$2.5 million, respectively, related to the adoption of  SFAS No. 123R as of April 1, 2006.

(3)

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.

(4) 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 2009 and 2008 and, accordingly, the results
for fiscal years prior to 2008 have also been reclassified to conform  to  the 2008 presentation. See Note 4 to the
Consolidated Financial Statements.

(5)

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.

(6) 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.

26

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, 2009 include:

(cid:127) Net sales for fiscal 2009 increased  7.8% to $1.2  billion.

(cid:127) Operating income in fiscal 2009 increased 20.3% to $151.9 million.

(cid:127) Net income for fiscal 2009 increased 38.3% to $93.1 million.

(cid:127) Backlog increased 3.6% over the prior year to $1.3 billion.

For the fiscal year ended March 31,  2009, net  sales  totaled $1.24 billion,  a 7.8% increase  from

fiscal year 2008 net sales of $1.15 billion. Net  income for  fiscal  year 2009 increased 38.3% to
$93.1 million, or $5.61 per diluted common share, versus $67.3 million, or $3.84  per  diluted common
share, for fiscal year 2008. As discussed in  further detail below under ‘‘Results of Operations’’, the
increase in net income is attributable to the  increased  sales,  including the contribution from recent
acquisitions and reduced expenses, particularly  for  litigation and incentive compensation.

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, 2009,  we generated
approximately $135.0 million of cash flows  from operating activities, used approximately $185.6 million
in investing activities and generated approximately  $52.1 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 2009  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 2009 as compared  to  fiscal 2008, excluding  the impact of acquisitions, was
4.5%, which was negatively impacted by  the Boeing strike and major  program delays (particularly in
Boeing’s 787 and 747-8 programs), partially  offset by a favorable settlement  of  a retroactive pricing
agreement. Our company has an aggressive but selective acquisition approach that adds  capabilities  and
increases our capacity for strong and consistent internal growth.  In  March 2009, we acquired Merritt
Tool Company, Inc. (now Triumph Structures—East Texas), Saygrove  Defence & Aerospace  Group
Limited (now Triumph Actuation & Motion Control Systems—UK),  the aviation segment  of  Kongsberg
Automotive Holdings ASA (now Triumph Controls—U.K  and Triumph Controls-Germany) and The
Mexmil Company, LLC (now Triumph  Insulation Systems),  collectively the ‘‘fiscal 2009  acquisitions.’’ In
February 2008, we 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. The results for the fiscal 2009 acquisitions and Triumph Structures—Long Island, LLC are
included in the Company’s Aerospace Systems Segment.

27

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, 2010 to be in  the range of $1.275 billion  to  $1.375 billion, and earnings
per  share from continuing operations  for fiscal 2009 of approximately $5.00 per diluted share.  The
fiscal 2010 outlook assumes, among other factors, a full-year effective tax rate of 33%. The 2010
outlook for earnings per share is based on a fully diluted share count of  17.2 million  shares.

Our fiscal 2010 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 challenges include volatile fuel prices, customers rescheduling  orders
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 decline 2% to 3% as airlines attempt to match  capacity with  air  travel  demand.

(cid:127) Deliveries of Boeing and Airbus large commercial  aircraft are expected  to  be  higher in calendar
2009 compared to calendar 2008, due to the effect of  the Boeing strike in calendar 2008. Boeing
and Airbus reported actual deliveries for calendar  2008 of 858 aircraft.  Their deliveries  for
calendar 2009 are expected to increase  by  approximately 12%, to about 960  aircraft. Our outlook
is based on Boeing’s and Airbus’ current  projected  production rates.

(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 2009
compared to calendar 2008.

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

Government defense budget. 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 affordable strategies in particular,  programs
currently in production, which would include continued significant investment in rotocraft.

(cid:127) Total regional and business aircraft  production is  expected to decrease in fiscal 2010 compared

to fiscal 2009, as deliveries of business jets are expected  to significantly decrease, along with  the
increase in pre-owned business jet inventory.  In  the regional aircraft market we expect to see
declines impacted  by the drop in passenger traffic and  the rescheduling  of  deliveries.

(cid:127) We expect a weakened air cargo market, which is a  key  market  segment for  our  Aftermarket

Services Group given our product penetration with  these carriers.

RESULTS OF OPERATIONS

The following includes a discussion of our consolidated and business segment  results of operations.

The Company’s diverse structure and customer base do  not  provide for precise comparisons of the
impact of price and volume changes to our results. However,  we have disclosed the significant variances
between the respective periods.

28

Fiscal year ended March 31, 2009 compared to fiscal year ended  March 31, 2008

Year Ended March 31,

2009

2008

(in thousands)

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

$1,240,378

$1,151,090

Segment operating income . . . . . . . . . . . . . . . . . . . . . . . .
Corporate general and administrative expenses . . . . . . . . .

Total operating income . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense and other . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on early extinguishment of debt . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

178,882
(26,968)

151,914
11,096
(2,580)
45,586

97,812
(4,745)

148,292
(21,967)

126,325
13,422
—
37,161

75,742
(8,468)

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

$

93,067

$

67,274

Net sales increased by $89.3 million, or 7.8%, to $1.24 billion for the fiscal  year ended March 31,
2009 from $1.15 billion for the fiscal  year  ended March 31,  2008. The fiscal 2009  acquisitions and  the
fiscal 2008 acquisition of B. & R. Machine  & Tool Corp. (now  Triumph  Structures—Long Island)
together contributed $37.0 million. Excluding the effects  of  this acquisition, organic sales growth was
$52.3 million, or 4.5%, which was negatively impacted  by  the Boeing strike  and major program  delays
(particularly in the 787 and 747-8 programs), partially offset by  a favorable settlement of  a retroactive
pricing agreement.

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

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

Cost of sales increased by $55.4 million, or 6.7%, to $877.7 million for the fiscal year ended
March 31, 2009 from $822.3 million for  the fiscal year  ended March 31,  2008. This increase includes
the acquisitions noted above, which contributed  $17.9 million. Excluding  the effects of these
acquisitions, gross margin was 28.6% for  the fiscal  year ended  March 31,  2009, compared with 28.4%
for the fiscal year ended March 31, 2008. Despite having consistent consolidated gross  margin, the
gross  margin for our Aerospace Systems  segment was favorably impacted  by  contribution from the
acquisition of B. & R. Machine & Tool Company and the favorable settlement  of  a retroactive pricing
agreement, whereas the gross margin  for our Aftermarket Services segment was negatively impacted by
charges due to contract terminations ($1.3 million) and  changes in  estimate under  power-by-the  hour
contracts ($1.1 million) as well as losses at our Phoenix APU facility due to cost  overruns and excess
overhead ($4.8 million) and higher than  expected warranty expenses ($0.6 million).

Segment operating income increased  by  $30.5 million, or 20.6%,  to  $178.9 million for  the fiscal
year ended March 31, 2009 from $148.3  million  for the  fiscal  year ended March 31,  2008. Operating
income growth was a direct result of  margins attained on increased sales as described above,  the
contribution of $13.8 million from the  above-mentioned acquisitions, and decreases  in litigation costs
($3.7 million) and incentive compensation ($1.3 million), partially offset by increases in payroll
($2.4 million) and depreciation and amortization expenses  ($1.1 million) associated  with our
acquisitions.

Corporate expenses increased by $5.0 million, or 22.8%, to $27.0 million for the fiscal year ended

March 31, 2009 from $22.0 million for  the  fiscal  year  ended March 31, 2008, primarily due to increased
healthcare ($3.0 million), stock compensation costs ($0.6  million) and the write-off  of acquisition costs

29

on a potential acquisition that was not  consummated ($0.5 million), partially offset by decreases  in
litigation costs ($1.8 million).

Interest expense and other decreased by $2.3 million, or  17.3%, to $11.1 million for the fiscal year

ended March 31, 2009 compared to $13.4 million for  the prior  year. During fiscal 2009, the Company
entered into certain foreign currency derivative instruments  that did not meet hedge accounting criteria
and primarily were intended to protect against exposure related to fiscal 2009  acquisitions. These
instruments resulted in a gain of $1.4 million in  fiscal  2009, which  is included in interest expense and
other. In addition to this gain, the decrease in interest expense was  impacted  by  declining interest rates.
Also during fiscal 2009, the Company  paid $15.4 million to purchase $18.0 million of principal  on the
convertible senior subordinated notes, resulting in  a gain on early extinguishment of $2.6  million.

The effective tax rate was 31.8% for the fiscal year  ended March 31,  2009 and 32.9% for the fiscal

year ended March 31, 2008. The decrease  in the tax rate was primarily due to the retroactive
reinstatement of the research and experimentation tax credit  back  to  January 1,  2008.

Loss from discontinued operations before income taxes was $7.3 million  for the  fiscal year  ended

March 31, 2009, compared with a loss  from discontinued  operations  before income taxes  of
$13.0 million for the fiscal year ended March 31, 2008,  which included an impairment  charge of
$4.0 million. The income tax benefit  for discontinued operations was  $2.6 million for  the fiscal year
ended March 31, 2009 compared to a benefit of $4.6 million  for  the prior year.

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 . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on 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 $1.15 billion for the fiscal  year  ended

March 31, 2008 from $973.3 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 B. &  R.
Machine & Tool Corp. (now Triumph Structures—Long  Island)  together contributed $39.3 million.
After considering the effects of these  acquisitions,  organic sales growth of $174.5 million, or 19.0%,
accounted for the remaining increase.  Organic sales  growth was due to increased sales to our OEM
customers of $150.6 million driven by increased aircraft build  rates within our Aerospace  Systems
segment, while the increase in sales for our Aftermarket  Services segment of $23.9 million  was the
result of increased demand for our services, as  a result  of  growth in  global air traffic  and market share
gain.

30

Cost of sales increased by $150.5 million, or 22.4%, to $822.3 million for the fiscal year ended

March 31, 2008 from $671.8 million for  the fiscal year  ended March 31,  2007. This increase includes
the acquisitions noted above, which contributed  $28.7 million; offset by  an insurance  reimbursement
($2.3 million) related to product liability claims. Excluding the  effects  of these acquisitions and
insurance reimbursement, gross margin  was  28.4% for the fiscal  year ended  March 31, 2008,  compared
with 28.3% for the fiscal year ended March  31, 2007.

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  the margins attained on  increased sales volume as described above
approximating $52.5 million, and the contribution of $2.3 million from the above mentioned
acquisitions, partially offset by incurred  increases  in litigation costs  ($3.7 million) due to developments
discussed under ‘‘Legal Proceedings;’’  increases  in payroll ($5.3  million),  incentive compensation
($2.3 million), and healthcare ($1.0 million) to match  our  operating needs due to increased sales levels;
and increases in depreciation and amortization expenses ($7.5 million) due to increased capital
additions and intangibles acquired in business combinations.

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 ($1.7 million) due to developments addressed under ‘‘Legal Proceedings’’ and increased
workers compensation ($1.0 million) and incentive compensation costs ($1.0  million) to match  our
operating needs due to increased sales levels; partially offset by  an insurance reimbursement of
$2.3 million 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.

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  charge 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 income tax benefit for discontinued  operations  was  $4.6 million for the fiscal year ended March  31,
2008 compared to a benefit of $2.1 million  for  the prior year.

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 39 operating locations,  and  the Aftermarket Services  segment includes 16  operating
locations at March 31, 2009. The results of operations between our operating  segments vary due to
differences in competitors, customers, extent of proprietary deliverables  and performance. For example,

31

our  Aerospace Systems segment generally  includes proprietary products and/or arrangements  where we
become  the primary source or one of  a  few  primary  sources  to  our customers, where our unique
manufacturing capabilities command  a  higher margin. Also, OEMs  are  increasingly focusing on
assembly activities while outsourcing more  manufacturing  and  repair to third parties, and as a  result,
are less of a competitive force than in  previous years. In contrast, our Aftermarket Services segment
provides maintenance, repair and overhaul (‘‘MRO’’) services on components  and accessories
manufactured by third parties, with more  diverse  competition, including airlines, OEMs  and other
third-party service  providers. In addition, variability in  the timing and extent of customer requests
performed in the Aftermarket Services segment can provide for greater volatility in  revenue and
earnings than that experienced in the Aerospace  Systems segment.

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.

We  currently generate a majority of our  revenue from  clients  in the commercial aerospace
industry, the military, and the regional airline industry. Our growth and financial results are largely
dependent on continued demand for  our products  and services from clients in these  industries. If any
of these  industries experiences a downturn, our clients  in these sectors may  conduct  less  business  with
us. The following table summarizes our  net sales  by  end market by business segment. The loss of one

32

or more of our major customers or an  economic downturn in the commercial  airline or the military and
defense markets could have a material adverse effect on our business.

Aerospace Systems
Commercial aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Military . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Jets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended March 31,

2009

2008

2007

28.3% 30.7% 32.4%
33.0% 29.5% 28.8%
5.3% 4.2% 4.4%
7.9% 8.1% 7.8%
5.1% 6.2% 5.9%

Total Aerospace Systems net sales . . . . . . . . . . . . . . . . . . .

79.6% 78.7% 79.3%

Aftermarket Systems
Commercial aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Military . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Jets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14.4% 13.7% 12.7%
3.3% 3.3% 3.8%
0.6% 0.9% 0.9%
0.9% 0.7% 1.5%
1.2% 2.7% 1.8%

Total Aftermarket Services net sales . . . . . . . . . . . . . . . . .

20.4% 21.3% 20.7%

Total Consolidated net sales . . . . . . . . . . . . . . . . . . . . . . .

100.0% 100.0% 100.0%

The decline in our percentage of net sales to the Commercial aerospace  end market was impacted

by the effect of the Boeing strike and major  program  delays (particularly in the 787  and 747-8
programs) in fiscal 2009, as well as continued growth in the Military end market.

Business  Segment Performance—Fiscal  year  ended March 31, 2009 compared to  fiscal year ended

March 31, 2008

Year Ended March 31,

2009

2008

%
Change

% of  Total  Sales

2009

2008

(in thousands)

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

$ 988,359
254,638
(2,619)

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

8.9% 79.7% 78.8%
3.3% 20.5% 21.4%
(9.5)% (.2))% (.2)%

Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,240,378

$1,151,090

7.8% 100.0% 100.0%

Year Ended March 31,

2009

2008

(in thousands)

%
Change

% of Segment
Sales

2009

2008

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

$168,006
10,876
(26,968)

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

34.6% 17.0% 13.8%
(53.7)% 4.3% 9.5%
22.8% n/a

n/a

Total segment operating income . . . . . . . . . . . . . . . . .

$151,914

$126,325

20.3% 12.2% 11.0%

Aerospace Systems: The Aerospace Systems segment net sales increased by $81.0  million, or
8.9%, to $988.4 million for the fiscal  year  ended March 31,  2009 from $907.4 million  for the  fiscal year

33

ended March 31, 2008. The increase  was primarily  due  to  organic sales growth  to  our OEM customers
of $44.0 million driven by increased aircraft build rates and by  a  favorable  settlement of a  retroactive
pricing agreement , negatively impacted  by the Boeing strike and  major program  delays (particularly  in
the 787 and 747-8 programs). The net sales contributed from  the  fiscal  2009 acquisitions and the fiscal
2008 acquisition of B. & R. Machine  &  Tool Corp. (now  Triumph  Structures—Long Island) of
$37.0 million accounted for the remaining  increase.

Aerospace Systems segment operating income increased by $43.2 million, or 34.6%,  to

$168.0 million for the fiscal year ended March 31, 2009  from  $124.8 million for the fiscal year ended
March 31, 2008. Operating income increased primarily due  to  margins  attained on increased sales,
including the contribution of $13.8 million  from the above-mentioned  acquisitions,  as well as  decreases
in litigation expenses ($3.8 million) and  incentive compensation ($1.1 million),  partially offset by
increases in payroll ($2.9 million) and healthcare costs ($2.0 million).

Aerospace Systems segment operating income as a  percentage of segment  sales  increased to 17.0%

for the fiscal year ended March 31, 2009 as  compared with  13.8% for  the fiscal year ended  March 31,
2008, due to the contribution of the acquisition of  B.  & R. Machine & Tool Corp,  the reduction  in
expenses discussed above, and the favorable settlement of  a  retroactive pricing agreement.

Aftermarket Services: The Aftermarket Services segment net  sales increased by $8.0 million, or

3.3%, to $254.6 million for the fiscal  year  ended March 31,  2009 from  $246.6 million  for the  fiscal year
ended March 31, 2008. This increase  was due to increased market penetration  in the repair and
overhaul of auxiliary power units and thrust reversers primarily at our Thailand repair  and maintenance
facility. These increases were offset by decreased fleet utilization by customers  under power-by-the hour
(‘‘PBH’’) contracts impacting revenue  by  approximately  $3.1  million.

Aftermarket Services segment operating income decreased by  $12.6 million, or 53.7%,  to
$10.9 million for the fiscal year ended March 31, 2009  from $23.5  million for the fiscal year ended
March 31, 2008. Operating income decreased primarily due to losses at the Phoenix APU operations
due to cost overruns and excess overhead ($4.8 million),  higher than expected  warranty  expenses
($0.6 million), lower than expected PBH  revenue ($3.1 million), PBH contract  charges ($1.1 million)
and additional charges for the early termination of a  maintenance contract ($1.3 million), partially
offset by higher margins attained on  increased sales  as described above,  as well as  decreases in payroll
($0.8 million) and incentive compensation expenses ($1.1  million).

Aftermarket Services segment operating income as  a percentage of  segment sales decreased  to

4.3% for the fiscal year ended March 31, 2009  as compared with 9.5%  for the fiscal  year ended
March 31, 2008, due to the $5.5 million in  charges due  to  contract terminations and changes in
estimate under PBH contracts as well  as  the production and operation losses at the Phoenix APU
operations.

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)% (.3)%

Total net sales

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

$1,151,090

$937,327

22.8% 100.0% 100.0%

34

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,
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.

Aftermarket Services segment operating income as  a percentage of  segment sales increased  to

9.5% for the fiscal year ended March 31, 2008  as compared with 5.8%  for the fiscal  year ended
March 31, 2007, due to the full year  contributions from the acquisition of  Triumph Accessory
Services—Grand Prairie, Inc. and the expansion  of our operations in our  Thailand repair and
maintenance facility. In addition, we experienced improved  operating margins  on our APU and nacelle
components businesses due to increased  efficiencies as a  result of  higher sales volumes.

Liquidity and Capital Resources

Our working capital needs are generally funded through cash flow from operations and borrowings

under our credit arrangements. During the  year ended March 31, 2009, we generated approximately
$135.0 million of cash flow from operating  activities, used approximately $185.6 million in  investing
activities and generated approximately  $52.1 million in  financing activities.  During the  fiscal year  ended
March 31, 2009, our increased cash flow  from  operations  was  attributable to higher net  income  and an
improved performance on working capital due to increased cash  collections efforts, offset by timing of
cash disbursements and utilization of  inventory.

35

On July 10, 2008, we amended the existing  amended and restated credit agreement (the ‘‘Credit

Facility’’) with our lenders primarily  to  allow for  a receivable securitization  facility  of  up to
$125.0 million and amend certain other terms and covenants. Coincident with the amendment, we
exercised a provision of the Credit Facility to increase the amount available  under the Credit Facility to
$370.0 million from $350.0 million. As of March  31, 2009, $236.7  million  was  available  under our Credit
Facility. On March 31, 2009, an aggregate amount of approximately $127.7 million  was outstanding
under the Credit Facility, which was accruing interest at LIBOR  plus applicable basis  points totaling
2.7% per annum. Amounts repaid under  the Credit Facility may be reborrowed.

In August 2008, we entered into a receivable securitization facility (the ‘‘Securitization  Facility’’).

Under the Securitization Facility, the  Company sells  on a  revolving  basis certain accounts  receivable to
Triumph Receivables, LLC, a wholly-owned  special purpose entity, which in turn sells a  percentage
ownership interest in the receivables to commercial paper conduits sponsored by financial institutions.
The Company is the servicer of the accounts  receivable under the Securitization  Facility. As of
March  31,  2009,  the  maximum  amount  available  under  the  Securitization  Facility was  $125.0  million.
The Securitization Facility is due to expire in August  2009 and  is subject  to  annual renewal through
August 2013. Interest rates are based  on  prevailing market rates for  short-term commercial  paper plus
a program fee and a commitment fee. The program fee is 35 basis  points on the amount outstanding
under the Securitization Facility. Additionally, the commitment fee is 30 basis points on  102% of the
maximum amount available under the Securitization  Facility.  At  March 31,  2009, there was
$75.0 million outstanding under the Securitization Facility included in the current portion of long-term
debt on the consolidated balance sheet.  We  use this facility because  it offers an  attractive interest  rate
relative to other financing sources. The  Company securitizes its accounts receivable, which are generally
non-interest bearing, in transactions that  are  accounted for  as borrowings  under SFAS No. 140,
‘‘Accounting for Transfers and Servicing  of Financial  Assets and  Extinguishments of Liabilities.’’ The
agreement governing the Securitization  Facility contains  restrictions and covenants  which include
limitations on the making of certain restricted  payments, creation of certain liens, and certain corporate
acts such as mergers, consolidations and the sale of substantially all assets.

In March 2009, we acquired Merritt Tool Company, Inc. (now Triumph Structures—East Texas),

Saygrove Defence & Aerospace Group Limited (now Triumph Actuation  & Motion Control Systems—
UK), the aviation segment of Kongsberg  Automotive  Holdings ASA (now Triumph Controls—UK and
Triumph Controls—Germany) and The  Mexmil Company,  LLC (now Triumph  Insulation  Systems),
collectively the ‘‘fiscal 2009 acquisitions’’. No in-process research and development was  attributed to the
fiscal 2009 acquisitions. The total cash paid  at closing for the fiscal 2009  acquisitions of $143.6  million
was funded by borrowings under our Credit  Facility. The fiscal 2009  acquisitions further provide for
deferred payments of $3.5 million, of  which $2.1  million and $1.4 million are payable in March 2010
and September 2010, respectively. The  fiscal 2009 acquisitions also provide for contingent payments of
$24.9 million, certain of which are contingent  upon the  achievement of specified earnings levels during
the earnout period and another $10.0  million  that is contingent upon entering into a  specific customer
contract. The maximum earnout amounts payable  in respect of fiscal 2010, 2011, 2012 and  2013 are
$2.3 million, $4.6 million, $5.4 million and $2.6  million, respectively. The contingent amounts  have not
been recorded as the contingencies have not been resolved and the consideration has not been paid.

Also in March 2009, we entered into a 7-year Master Lease Agreement (the  ‘‘Leasing Facility’’)
creating a capital lease of certain existing  property  and  equipment,  resulting in  net proceeds  of  $58,546
after deducting debt issuance costs of approximately $188. The net proceeds from the  Leasing Facility
were used to repay a portion of the outstanding  indebtedness under  our Credit Facility.  The debt
issuance costs have been recorded as other assets in  the accompanying  consolidated  balance  sheets  and
are being amortized over the term of  the Leasing Facility. The  Leasing Facility  bears interest at a
weighted average fixed rate of 6.1% per annum.

36

Cash provided by operations for the fiscal  year ended  March 31,  2008 was $45.7  million, compared

to cash  provided by operations of $41.3  million  for the  fiscal  year ended March 31,  2007. During the
fiscal year ended March 31, 2008, our increased cash flow  from operations was attributable to higher
net income offset by a decline in performance on working  capital, due to timing of cash collections and
utilization of inventory offset by timing  of  cash  disbursements.

In February 2008, we 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 our Credit Facility. The purchase
agreement provides for 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, are  $3.5 million, $4.5 million and
$5.0 million, respectively.

In April 2006, we acquired the assets  and business of Excel  Manufacturing, Inc.  (now  Triumph

Structures—Wichita), located in Wichita, Kansas. In April 2006, we 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 in
Dallas, Texas and Shannon, Ireland (now  closed).  In November 2006,  we acquired Allied Aerospace
Industries, Inc. (now Triumph Aerospace  Systems—Newport News) located in Newport  News,  Virginia.
In January 2007, we 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 our Credit  Facility.

During  February 2008, we exercised existing authority to make  stock repurchases and repurchased

220,000 shares of our outstanding shares  under  the program for an aggregate consideration of
$12.3 million, funded by borrowings  under  our Credit  Facility. In February 2008, the Company’s  Board
of Directors then authorized an increase in our  existing stock repurchase  program by up to an
additional 500,000 shares of our common  stock. As a  result, as  of May  15, 2009, we remain 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, we 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  our 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  our  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 our 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
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

37

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, 2009.

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 were 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,  2009 was $46.49,  therefore, no
additional shares were included in the  diluted earnings per  share calculation. The average price  of the
Company’s stock for the fiscal year ended March 31,  2008 was $68.95. Accordingly, 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.

During  fiscal 2009, we paid $15.4 million to purchase $18.0  million  of principal on  the convertible

senior subordinated notes, resulting in a  gain  on early extinguishment  of $2.6 million.

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

rights of the holders of the Class A Senior Notes  and  Class B  Senior  Notes  (collectively,  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

38

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  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, 2009, there were $127.7  million  in borrowings and $5.6  million in  letters of credit
outstanding under the Credit Facility. At  March 31,  2008, there  were $193.8  million in borrowings and
$5.9 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 Credit Facility
contains certain affirmative and negative  covenants  including  limitations on specified levels of
indebtedness  to earnings before interest, taxes, depreciation and amortization, and  interest  coverage
requirements, and includes limitations  on, among other things,  liens, mergers, consolidations, sales of
assets, and incurrence of debt. The Company  is currently in compliance with all such covenants. As of
March 31, 2009, the Company had borrowing capacity  under the  Credit Facility  of  $236.7 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 established a  date of
no later than December 31, 2008 for completion of the  re-sourcing effort. Additionally, the  Company
was 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.  All contract  terms
have been fulfilled as of March 31, 2009. As of  March 31, 2008 and March 31, 2009, the recorded loss
reserve  was $2.9 million and zero, respectively.

Capital expenditures were approximately $45.4 million for the  fiscal year  ended March 31,  2009

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 $45.0 to
$50.0 million for our fiscal year ending  March  31, 2010. The  expenditures are  expected to be used
mainly to expand capacity or replace  old equipment at  several facilities. During the same  period, we

39

anticipate approximately $7.5 million of start up costs related  to  the Mexican facility which  is in
addition to our investment in capital and  infrastructure.

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

Debt principal(1) . . . . . . . . . . . . . . . . . . . . . . . .
Debt-interest(2) . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . .
Contingent payments(3) . . . . . . . . . . . . . . . . . . .
Purchase obligations . . . . . . . . . . . . . . . . . . . . .

$475,304
38,118
61,423
24,975
315,458

$ 89,085
11,354
12,630
10,000
261,924

(in thousands)
$339,819
19,364
20,556
6,920
51,395

$17,888
4,147
12,007
8,055
2,094

After  5
Years

$28,512
3,253
16,230
—
45

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

$915,278

$384,993

$438,054

$44,191

$48,040

(1) Included in the Company’s balance  sheet at March  31, 2009.

(2) Includes fixed-rate interest only.

(3) Includes contingent payments in connection with the  fiscal  2009 acquisitions.

The above table excludes unrecognized tax  benefits of  $3.2  million  as of March  31, 2009 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

$0.3 million and $2.7 million in fiscal  2009 and 2008, respectively.  These  contributions include payments
related to a supplemental executive retirement plan of zero  and  $2.3 million  in fiscal 2009 and 2008,
respectively, and payments to our union  pension plans  of  $0.3 million and $0.4 million in fiscal  2009
and 2008, respectively. We expect to make pension  contributions of $3.4  million  to  our pension plans
during fiscal 2010. As of March 31, 2009, our defined benefit pension plans are frozen. See Note 15,
‘‘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 for the foreseeable future.
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 is 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.’’

40

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
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.  In estimating the total contract consideration,  we evaluate  the
projected utilization of our customer’s  fleet over  the term of  the  contract, in connection with the
related estimated repair and overhaul servicing requirements to the fleet based on such utilization.
Changes in utilization of the fleet by  our customers, among other  factors, may have  an impact on these
estimates and require adjustments to  our  estimates of revenue to be realized.

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

41

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 and  intangible  assets with  indefinite
lives. 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 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 intangible assets  with
indefinite lives 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 2009 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.

Intangible assets are evaluated for indicators  of impairment in accordance  with SFAS  No. 144,
Accounting for the Impairment or Disposal  of  Long-Lived Assets. We continually evaluate whether events
or circumstances have occurred that would indicate that the  remaining  estimated useful lives of our
long-lived assets may warrant revision or that  the remaining balance may  not be recoverable. When
factors indicate that long-lived assets should be evaluated for possible  impairment, an estimate  of the
related undiscounted cash flows over  the remaining life of the  long-lived assets  is used to measure
recoverability. Some of the more important factors we  consider include our financial performance
relative to our expected and historical  performance,  significant changes in the way we manage  our
operations, negative events that have  occurred, and  negative industry and economic  trends. If any
impairment is indicated, measurement of  the impairment will be based on the difference  between the
carrying  value and fair value of the asset, generally determined  based on the  present  value of  expected
future cash flows associated with the  use  of the asset.  For the fiscal years  ended March 31,  2009, 2008
and 2007, there were no reductions to  the remaining useful lives and no write-downs of long-lived
assets were required.

Recently Issued Accounting Pronouncements

In June 2008, the FASB issued Staff Position  EITF 03-06-1,  ‘‘Determining Whether  Instruments

Granted in Share-Based Payment Transactions Are Participating Securities’’ (‘‘FSP EITF  03-06-1’’).
This Staff Position provides that unvested  share-based payment awards  that  contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are  participating securities and
shall be  included in the computation  of  earnings per share pursuant to the two-class method  in SFAS
No. 128, ‘‘Earnings per Share’’. FSP EITF  03-06-1  is effective for fiscal  years beginning after
December 15, 2008 and interim periods  within  those years and  requires all prior-period earnings per
share data to be adjusted retrospectively. FSP  EITF 03-06-1  is effective for the  Company on  April 1,

42

2009. The adoption of FSP EITF 03-06-1 is not expected to have a material impact on the Company’s
financial statements.

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 estimates the impact of adopting FSP  APB 14-1 will  result  in a cumulative  effect adjustment
of approximately $2.2 million reducing the April  1, 2007 balance of retained  earnings and additional
charges to interest expense resulting  in a  reduction to net income of approximately $4.2  million and
$5.1 million for fiscal 2008 and fiscal  2009,  respectively.

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.  See Note 18
of ‘‘Notes to Consolidated Financial  Statements’’ for additional information regarding  the Company’s
derivatives.

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 position and results of operations.

Effective April 1, 2008, the Company adopted  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. The Company recognized a cumulative-effect adjustment of $3.0 million
reducing the April 1, 2008 balance of retained earnings and creating a liability.

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

43

expands disclosures about fair value measurements.  This Statement  was to be effective for  the
Company as of April 1, 2008. However,  in February 2008 the  FASB issued FSP  No. 157-1, which
amends SFAS 157 to exclude SFAS No.  13, ‘‘Accounting for  Leases,’’ and other accounting
pronouncements that address fair value measurements for lease transactions, and  FSP No. 157-2, which
delayed the effective date of SFAS 157 as  it relates  to  nonfinancial assets  and nonfinancial  liabilities
until April 1, 2009 for the Company  except for items that are recognized  or  disclosed at fair value in
the Company’s financial statements on  a  recurring basis. Effective  April  1, 2008, the Company adopted
the provisions of this Statement except as  it relates to those  nonfinancial  assets and  nonfinancial
liabilities excluded under FSP No. 157-2.  The nonfinancial assets and nonfinancial liabilities for which
the Company has not applied the fair  value provisions of SFAS 157 include:  goodwill; intangible and
other long-lived asset impairment testing; asset retirement obligations;  liabilities for  exit or disposal
activities; and business combinations.  The  Company is  currently evaluating  the impact this Statement
will have on the Company’s financial position, results  of operations  and cash flows as  it relates  to
nonfinancial assets and nonfinancial  liabilities.

In December 2008, the FASB issued FSP FAS 132(R)-1, ‘‘Employers’ Disclosures about
Postretirement Benefit Plan Assets.’’ This FSP amends SFAS No.  132 (revised 2003), ‘‘Employers’
Disclosures about Pensions and Other  Postretirement Benefits,’’ to provide  guidance on an  employer’s
disclosures about plan assets of a defined  benefit  pension or other postretirement plan on  investment
policies and strategies, major categories of plan  assets, inputs and valuation  techniques  used  to  measure
the fair value of plan assets and significant concentrations of risk within plan assets. This FSP shall be
effective for fiscal years ending after  December  15, 2009, with earlier  application permitted.  Upon
initial application, the provisions of this  FSP are not  required for earlier periods that are presented for
comparative purposes. We are currently evaluating the  disclosure requirements  of  this  new FSP.

In April 2009, the FASB issued FSP FAS 107-1  and APB 28-1. This FSP amends SFAS No. 107,

Disclosures about Fair Value of Financial  Instruments, to require disclosures about fair value of  financial
instruments not measured on the balance sheet at  fair value in interim  financial  statements as well  as in
annual financial statements. Prior to this  FSP, fair values  for these assets  and  liabilities  were only
disclosed annually. This FSP applies  to  all financial instruments  within the  scope of SFAS 107 and
requires all entities to disclose the method(s) and significant assumptions  used to estimate the  fair
value of financial instruments. This FSP  shall be effective for interim periods ending  after June 15,
2009, with early adoption permitted for periods ending  after March 15, 2009. An  entity may early adopt
this  FSP only if it also elects to early  adopt FSP  FAS 157-4 and FSP  FAS  115-2 and  FAS 124-2.  This
FSP does not require disclosures for earlier periods presented  for comparative purposes at  initial
adoption. In periods after initial adoption,  this FSP requires  comparative disclosures only for  periods
ending after initial adoption. We are currently evaluating the disclosure  requirements of this new FSP.

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,

44

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  aerospace  industry.  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
optimizing the use of fixed and variable  rate debt.  As of  March 31, 2009,  approximately  75% of our
debt is fixed rate debt. Our financing policy states that we generally maintain between 50%  and 75% of
our  debt as fixed rate debt. We anticipate  that our  fixed  rate debt may exceed 75%  of our  total debt
during fiscal 2010. 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 variable rate  debt.  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.  For the fiscal year  ended March 31,  2009, $0.5 of  losses were
reclassified into earnings from accumulated other comprehensive income. The Company estimates that
$1.9 million of losses presently in accumulated other comprehensive income will  be  reclassified into
earnings during fiscal year 2010. The  information below summarizes our  market risks associated  with
debt obligations and should be read in conjunction with  Note 11  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, 2009.  Variable interest rates disclosed
fluctuate with the  LIBOR, federal funds  rates and other weekly rates and  represent  the weighted
average rate at March 31, 2009.

Expected Years of Maturity

Fixed rate cash flows(1)

Next 12
Months

13-24
Months

25-36
Months

37-48

49-60

Months Months

Thereafter

Total

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

$14,023

$14,733

$282,356

$8,850

$9,035

$26,860

$355,857

Weighted average interest

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

2.85

2.86

2.87

5.43

5.42

5.4

Variable rate cash flows

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

$75,062

$

0

$ 42,730

$

0

$

0

$ 1,655

$119,447

Weighted average interest

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

2.95

—

1.66

—

—3

3.74

(1) Includes $85 million of variable  rate  debt which has effectively been converted to fixed rate

through an interest rate swap agreement.

There are no other significant market risk exposures.

Item 8. Financial Statements and Supplementary Data

45

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, 2009 and 2008, and the related consolidated  statements of income, stockholders’ equity, and
cash flows for each of the three years in the period  ended March  31, 2009. 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,  2009 and
2008, and the consolidated results of  its  operations  and its cash flows for  each  of the three years in the
period ended March 31, 2009, 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 Note 2, the Company changed its method  of  accounting for  collateral  assignment
split-dollar life insurance agreements  in  2009. Also, as  discussed in Note 15, 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, 2009, 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 22,
2009 expressed an unqualified opinion thereon.

/S/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
May 22, 2009

46

TRIUMPH GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share  data)

March 31,

2009

2008

Current assets:

ASSETS

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, less allowance for doubtful  accounts of $5,641  and

$4,723 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rotable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets  held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

$

14,478

$

13,738

209,463
389,348
25,652
27,695
1,727
4,434
6,021

678,818
332,467
459,541
108,350
13,731

207,975
350,937
23,392
24,763
1,450
—
5,207

627,462
311,433
383,740
78,488
13,712

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

$1,592,907

$1,414,835

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

$ 103,711
109,580
4,283
—
89,085

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

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

306,659

210,620

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

386,219
2,917
117,462

418,803
1,437
91,246

Stockholders’ equity:

Common  stock,  $.001  par  value,  100,000,000  and  50,000,000  shares

authorized, 16,763,984 and 16,731,324 shares  issued,  16,589,567 and
16,517,374 outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost, 174,417 and 213,950 shares . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16
291,304
(9,785)
(2,233)
500,348

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

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

779,650

692,729

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

$1,592,907

$1,414,835

See notes to consolidated financial statements.

47

TRIUMPH GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

Year ended March 31,

2009

2008

2007

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

$1,240,378

$1,151,090

$937,327

Operating costs and expenses:

Cost of sales (exclusive of depreciation  shown separately below) . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . .

877,744
162,109
48,611

822,288
159,262
43,215

671,838
135,887
35,703

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on early extinguishment of  debt . . . . . . . . . . . . . . . . .

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

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

1,088,464

1,024,765

843,428

151,914
11,096
(2,580)

143,398
45,586

97,812
(4,745)

126,325
13,422
—

112,903
37,161

93,899
11,706
5,088

77,105
26,129

75,742
(8,468)

50,976
(3,905)

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

$

93,067

$

67,274

$ 47,071

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

$

$

$

$

5.97
(0.29)

5.68

16,384

5.90
(0.29)

5.61

$

$

$

$

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

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

16,584

17,540

16,413

See notes to consolidated financial statements.

48

TRIUMPH GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

Common Capital in

Accumulated
Other

Outstanding
Shares

Stock

All Classes Par Value

Excess of Treasury Comprehensive Retained
(Loss) Income Earnings

Stock

Total

16,000,269

$16

$260,124

$

(455)

$ (162)

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

Balance at March 31, 2008 . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment .
Pension liability adjustment, net of

income taxes of $253 . . . . . . . . . . .

Change in fair value of interest rate
swap, net  of income tax benefit of
$1,073.

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

Total comprehensive income . . . . . .

Adoption  of EITF 06-10 and other . . . .
Exercise of stock options . . . . . . . . . .
Cash dividends ($0.16 per share) . . . . .
Share-based compensation . . . . . . . . .
Excess tax benefit from exercise of stock
options . . . . . . . . . . . . . . . . . . . .

—

—

—

—
417,937
—
51,411

—

16,469,617
—
—

—

—

—

(220,000)
170,943
—
96,814

—

16,517,374
—
—

—

—

—
37,333
—
34,860

—

—

—

—

—
—
—
—

—

16
—
—

—

—

—

—
—
—
—

—

16
—
—

—

—

—
—
—
—

—

—

—

—

—
13,588
—
2,524

1,941

278,177
—
—

—

—

—

—

—

—

—
455
—
—

—

—
—
—

—

—

—

— (12,342)
339
—
—

5,431
—
2,809

1,737

288,154
—
—

—

(12,003)
—
—

—

—

—

—

—
(275)
—
3,180

—
2,218
—
—

245

—

$304,180 $563,703
47,071
1,155

47,071
—

—

—

562

(62)

48,726

— (1,613)
— 14,043
(1,961)
2,524

(1,961)
—

—

1,941

349,290
67,274
—

627,363
67,274
2,731

—

—

674

(335)

— 70,344

(291)

(291)

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

—

1,737

413,612
93,067

692,729
93,067
— (2,927)

—

(431)

1,155

562

(62)

(1,613)
—
—
—

—

(120)
—
2,731

674

(335)

—

—
—
—
—

—

2,950
—
(2,927)

(431)

(1,825)

— (1,825)

87,884

(2,965)
1,229
(2,652)
3,180

(2,965)
(714)
(2,652)
—

—

245

—
—
—
—

—

Balance at March 31, 2009 . . . . . . . . . .

16,589,567

$16

$291,304

$ (9,785)

$(2,233)

$500,348 $779,650

See notes to consolidated financial statements.

49

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 . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on early extinguishment of debt . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rotable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and  income  taxes payable
Changes in discontinued operations . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended March 31,

2009

2008

2007

$ 93,067

$ 67,274

$ 47,071

48,611
(2,580)
2,059
2,406
15,248
3,180

10,478
(7,719)
(2,260)
1,066
(23,467)
(3,236)
(1,856)

43,215
—
1,621
1,643
8,380
2,809

(36,112)
(46,950)
(13,350)
591
21,665
(3,913)
(1,148)

45,725

35,703
—
1,835
1,047
5,969
2,524

(9,571)
(51,844)
(3,585)
(623)
16,305
(792)
(2,699)

41,340

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

134,997

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

(45,421)
881
(141,073)

(56,971)
5,698
(68,527)

(55,092)
1,123
(140,332)

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

(185,613)

(119,800)

(194,301)

Financing Activities
Net (decrease) increase in revolving credit facility . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . .
Proceeds from equipment leasing facility . . . . . . . . . . . . . . . . . . . .
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

(66,020)
78,282
58,734
(15,420)
(1,101)
(1,187)
(2,652)
—

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

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

benefit of $245, $1,737, and $1,941 in  2009, 2008, and 2007 . . . .

1,474

7,507

15,984

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

52,110

79,768

154,296

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

(754)

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

740
13,738

802

6,495
7,243

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

$ 14,478

$ 13,738

$

265

1,600
5,643

7,243

See notes to consolidated financial statements.

50

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

1. BACKGROUND AND 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.

51

TRIUMPH GROUP, INC.

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.

Inventories

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

identification methods. The Company  writes down  its  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. The Company
believes 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 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.

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

52

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES  (Continued)

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. Changes  in market conditions, among other  factors, may
have an impact on these estimates and require interim impairment assessments. The Company
completed its required annual impairment tests  in the fourth quarters of fiscal  2009, 2008 and 2007 and
determined that there was no impairment.

Intangible assets are evaluated for indicators  of impairment in accordance  with SFAS  No. 144,
Accounting for the Impairment or Disposal  of  Long-Lived Assets. The Company continually evaluates
whether events or circumstances have  occurred  that would indicate that the remaining estimated useful
lives of long-lived assets may warrant revision  or that the remaining balance may  not  be  recoverable.
When factors indicate that long-lived assets  should be evaluated for possible impairment, an estimate of
the related undiscounted cash flows over the remaining life  of  the long-lived assets is used  to  measure
recoverability. Some of the more important factors management considers include the  Company’s
financial performance relative to expected and historical performance, significant changes in  the way
the Company manages its operations, negative  events that have  occurred, and negative industry and
economic trends. If any impairment is  indicated, measurement  of  the impairment will be based  on the
difference between the carrying value and  fair value of the  asset, generally determined  based on the
present  value of expected future cash  flows  associated with  the use  of  the asset. For the fiscal years
ended March 31, 2009, 2008 and 2007,  exclusive  of  the charges recorded in  connection with
discontinued operations, there were no reductions to the remaining useful lives and no  write-downs  of
long-lived assets were required.

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 Group  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.  In estimating the total contract consideration,  management
evaluates the projected utilization of  its  customer’s  fleet over the  term of the contract, in connection
with the related estimated repair and  overhaul servicing requirements to the fleet based  on such
utilization. Changes in utilization of the fleet by customers, among other factors,  may have an impact
on these estimates and require adjustments to estimates of revenue  to  be  realized.

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

53

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES  (Continued)

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 $21,001, $9,883 and $8,767 for the fiscal

years ended March 31, 2009, 2008 and  2007, respectively.

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,  Triumph Logistics
(UK) Ltd. and Triumph Aviation Services—Asia, is  the U.S. dollar since that is the currency in which
those entities primarily generate and  expend cash. The functional currency of the Company’s remaining
subsidiaries is the local currency, since that  is the currency in  which those entities primarily generate
and expend cash. 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, 2009 and 2008, accumulated  comprehensive income  resulting from foreign currency
translation was $2,184 and $5,111, respectively. Gains and losses arising from foreign currency
transactions of these subsidiaries are  included in  net income.

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 June 2008, the Financial Accounting Standards Board  (‘‘FASB’’) issued  Staff  Position
EITF 03-06-1, Determining Whether Instruments Granted in Share-Based  Payment  Transactions Are
Participating Securities (‘‘FSP EITF 03-06-1’’). This Staff Position provides that  unvested share-based
payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of earnings per share
pursuant to the two-class method in SFAS No. 128, Earnings per Share. FSP EITF 03-06-1 is effective
for fiscal years beginning after December 15,  2008 and interim periods  within those years and  requires
all prior-period earnings per share data to be adjusted  retrospectively. FSP  EITF 03-06-1 is effective for
the Company on April 1, 2009. The adoption of FSP  EITF 03-06-1  is not expected  to  have a material
impact on the Company’s financial statements.

54

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES  (Continued)

In May 2008, the 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 estimates the impact of  adopting FSP
APB 14-1 will result in a cumulative effect  adjustment of approximately $2,185 reducing the April 1,
2007 balance of retained earnings and additional charges to interest expense resulting in a  reduction to
net income for fiscal 2008 and fiscal 2009 of approximately  $4,194 and  $5,114, respectively.

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  and, as  a
result, enhanced disclosures have been  included  in Note  18.

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  position  and  results  of  operations.

Effective April 1, 2008, the Company adopted,  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 postretirement  benefit obligation as well as
recognition and measurement of the  associated  asset on  the basis  of  the terms of the  collateral
assignment agreement. The Company recognized a cumulative-effect adjustment of $2,991 reducing the
April 1, 2008 balance of retained earnings and creating a  long-term liability.

55

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES  (Continued)

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. This  Statement  was to be effective for  the
Company as of April 1, 2008. However,  in  February 2008,  the  FASB issued FSP  No. 157-1, which
amends SFAS 157 to exclude SFAS No.  13, Accounting for Leases, and other accounting
pronouncements that address fair value measurements for lease transactions, and  FSP No. 157-2, which
delayed the effective date of SFAS 157 as  it relates to nonfinancial assets  and nonfinancial  liabilities
until April 1, 2009 for the Company  except for  items  that are recognized  or  disclosed at fair value in
the Company’s financial statements on  a  recurring basis.  Effective  April  1, 2008, the Company adopted
the provisions of this Statement except as  it  relates to those  nonfinancial  assets and  nonfinancial
liabilities excluded under FSP No. 157-2.  The  nonfinancial assets and nonfinancial liabilities for which
the Company has not applied the fair  value provisions of SFAS 157 include:  goodwill; intangible and
other long-lived asset impairment testing; asset retirement obligations;  liabilities for  exit or disposal
activities; and business combinations.  The  Company is currently evaluating  the impact this Statement
will have on the Company’s financial position,  results of operations  and cash flows as  it relates  to
nonfinancial assets and nonfinancial  liabilities.

In December 2008, the FASB issued FSP FAS  132(R)-1, Employers’ Disclosures about Postretirement

Benefit Plan Assets. This FSP amends SFAS No. 132 (revised  2003), Employers’ Disclosures about
Pensions and Other Postretirement Benefits, to provide guidance on an employer’s  disclosures about  plan
assets of a defined benefit pension or  other  postretirement plan on investment policies and strategies,
major categories of plan assets, inputs  and  valuation  techniques used to measure the fair  value of  plan
assets and significant concentrations  of risk  within plan assets. This FSP shall be effective for fiscal
years ending after December 15, 2009, with earlier application permitted. Upon initial application, the
provisions of this FSP are not required  for earlier periods  that are presented for comparative  purposes.
We  are currently evaluating the disclosure  requirements of this new FSP.

In April 2009, the FASB issued FSP FAS 107-1 and  APB 28-1 (‘‘the FSP’’). This FSP  amends

SFAS No. 107, Disclosures about Fair Value of Financial  Instruments, to require disclosures about fair
value of financial instruments not measured on the balance sheet at fair value in interim  financial
statements as well as in annual financial  statements.  Prior to this FSP, fair values for these  assets and
liabilities were only disclosed annually. This FSP  applies to  all financial instruments within the  scope  of
SFAS 107 and requires all entities to disclose the  method(s) and  significant  assumptions used  to
estimate the fair value of financial instruments. This FSP shall be effective  for interim  periods  ending
after June 15, 2009, with early adoption  permitted  for  periods ending after  March 15, 2009.  An entity
may early adopt this FSP only if it also elects to early  adopt FSP FAS 157-4 and FSP  FAS 115-2 and
FAS 124-2. This FSP does not require  disclosures for earlier periods presented  for comparative
purposes  at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures
only for periods ending after initial adoption. We  are currently evaluating the disclosure  requirements
of this new FSP.

56

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES  (Continued)

Stock-Based Compensation

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 ($245, $1,737 and
$1,941 for fiscal years ended March 31, 2009,  2008 and 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 2009, 2008,  and  2007 was $3,180, $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.
Upon the exercise  of stock options or  vesting  of  restricted stock, the  Company first transfers treasury
stock, then will issue new shares. (See  Note 16  for further details.)

3. ACQUISITIONS

FISCAL 2009 ACQUISITIONS

Acquisition of Merritt Tool Company

Effective March 13, 2009, the Company acquired all of the  outstanding shares of Merritt Tool

Company, Inc. (‘‘Merritt’’), renamed Triumph  Structures—East Texas, Inc. Triumph  Structures—East
Texas, Inc. is a manufacturer of aircraft  structural  components specializing in complex  precision
machining primarily for commercial and military  aerospace programs.  Merritt  provides the Company
with expanded capacity and increased market share in structural components. The results  for Triumph
Structures—East Texas, Inc. are included in the Company’s  Aerospace  Systems  segment.

Acquisition of Saygrove Defence & Aerospace Group Limited

Effective March 13, 2009, the Company acquired all of the  outstanding shares of Saygrove
Defence & Aerospace Group Limited  (‘‘Saygrove’’), renamed Triumph Actuation  & Motion Control
Systems—UK, Ltd. Triumph Actuation  & Motion Control Systems—UK,  Ltd. is a  provider  of  motion
control and actuation products for the  aerospace and defense industry.  Saygrove provides the Company
with added advanced control products  for  flight actuation and  motor control applications  in all-electric
aircraft and Unmanned Aerial Vehicles. The results for Triumph  Actuation &  Motion Control
Systems—UK, Ltd. are included in the Company’s Aerospace Systems  segment.

Acquisition of Aviation Segment of Kongsberg Automotive Holdings ASA

Effective March 31, 2009, the Company acquired the assets of the aviation segment of Kongsberg

Automotive Holdings ASA (‘‘KA’’) through two newly organized wholly-owned subsidiaries, Triumph
Controls—UK, Ltd. and Triumph Controls—Germany, GmbH. The acquired business, which is located

57

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

3. ACQUISITIONS (Continued)

in Basildon, U.K. and Heiligenhaus,  Germany,  provides cable control systems for  commercial and
military aircraft to Europe’s leading aerospace manufacturers. KA provides the Company with
expanded capacity and increased market  share in cable control systems. The results  for Triumph
Controls—UK, Ltd. and Triumph Controls—Germany, GmbH will  be  included  in the Company’s
Aerospace Systems segment.

Acquisition of The Mexmil Company,  LLC

Effective March 31, 2009, the Company acquired all of the  equity interests of The Mexmil

Company, LLC, and all of the equity  interests of several affiliates (‘‘Mexmil’’), renamed  Triumph
Insulation Systems, LLC. Triumph Insulation  Systems, LLC and its  affiliates primarily  provide insulation
systems to OEMs, airlines, maintenance, repair and overhaul  organizations  and air cargo  carriers.
Mexmil provides the Company with an  enhanced ability to  provide a more comprehensive interiors
solution to current and future customers.  The  results for Triumph Insulation Systems, LLC and  its
affiliates will be included in the Company’s Aerospace  Systems segment.

The acquisitions of Merritt, Saygrove, KA  and  Mexmil are  herein  referred  to  as the ‘‘fiscal 2009
acquisitions.’’ The combined purchase price of the fiscal  2009  acquisitions of $151,532 includes cash
paid at closing, estimated deferred payments  and  direct costs of the transactions.  Included in the
deferred payments are delayed payments of  $2,132 and  $1,421 payable in March 2010 and  September
2010, respectively. The fiscal 2009 acquisitions also provide for contingent payments, certain of which
are contingent upon the achievement  of  specified  earnings levels  during the earnout period  and another
$10,000 that is contingent upon entering  into a  specific customer  contract.  The maximum amounts
payable in respect of fiscal 2010, 2011,  2012 and 2013, respectively, are $2,322, $4,598,  $5,426 and
$2,629. The contingent amounts have  not  been  recorded as the contingencies have  not  been resolved
and the consideration has not been paid.  The excess of the combined purchase price over the
preliminary estimated fair value of the net assets  acquired of $73,260 was recorded as goodwill,  $60,944
of which is tax-deductible. The Company  has  also identified intangible  assets valued at approximately
$45,466 comprised of noncompete agreements, customer  relationships, and product  rights and licenses
with a weighted-average life of 9.3 years.  The Company  is awaiting  final appraisals of tangible  and
intangible assets and assumed liabilities  related to the fiscal 2009 acquisitions. Accordingly, the
Company has recorded its best estimate  of  the intangibles  and property and equipment subject to
appraisals. Therefore, the allocation  of  purchase price  for  the fiscal 2009  acquisitions is not complete
and is subject to change.

58

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

3. ACQUISITIONS (Continued)

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

liability caption in the aggregate for  fiscal 2009  acquisitions:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,182
15,040
28,156
2,111
1,269
16,094
73,260
45,466

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

$186,578

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

$ 9,499
21,229
20
4,298

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

$ 35,046

The fiscal 2009 acquisitions have been accounted for  under the purchase method of accounting

and, accordingly, are included in the  consolidated financial statements from the  effective dates  of
acquisition. The fiscal 2009 acquisitions were funded by the Company’s long-term borrowings in  place
at the dates of acquisition.

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
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 are $3,500, $4,500 and  $5,000, respectively. The excess of the purchase price over the
estimated fair value of the net assets  acquired of $47,885 was recorded as goodwill, all of which is
tax-deductible. The Company has also identified intangible assets  valued at  approximately  $16,300 with
a weighted-average life of 10 years. During  fiscal 2009, the  Company finalized the  purchase  price
allocation for the B & R acquisition  as a  result of receiving the  final valuation of inventory  and final

59

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

3. ACQUISITIONS (Continued)

appraisal of tangible and intangible assets. Based on  the revised allocation, an  additional $1,257  and
$2,443 was allocated to inventory and  goodwill, respectively; intangible assets were  reduced  by  $3,700.

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,416
11,257
6
9,962
82
47,885
16,300

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

$89,908

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

$ 3,019
3,595
786
2,508

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

$ 9,908

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.

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.

60

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

3. ACQUISITIONS (Continued)

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
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 unaudited pro forma information for the fiscal  years  ended  March 31, 2009  and
2008 have been prepared assuming the  fiscal 2009 acquisitions and the B  & R acquisition had occurred
on April 1, 2007. The pro forma information  for  the fiscal year ended March  31, 2009 is as follows:  Net
sales: $1,334,025; Income from continuing  operations: $95,807; Income per share  from continuing
operations—basic: $5.85; Income per share from  continuing operations—diluted:  $5.78. The pro forma
information for the fiscal year ended March  31, 2008 is  as follows: Net sales: $1,288,708; Income from
continuing operations: $74,988; Income per share from continuing operations—basic: $4.55; and Income
per  share from continuing operations—diluted: $4.28.

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

61

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

3. ACQUISITIONS (Continued)

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 pretax
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  pretax 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 $10,433, $10,913 and $17,408 for the fiscal years ended

March 31, 2009, March 31, 2008 and  March 31,  2007, respectively. The loss  from discontinued
operations was $4,745, $8,468 and $3,905,  net of income tax benefit of $2,556, $4,560 and $2,103 for the
fiscal years ended March 31, 2009, March  31, 2008 and March  31, 2007, respectively. Interest  expense
of $2,913, $2,835 and $2,762 was allocated  to  discontinued operations for the fiscal years ended
March 31, 2009, March 31, 2008 and  March 31,  2007, respectively, based upon the actual borrowings of
the operations, and such interest expense is included  in the loss from discontinued operations.

On October 6, 2008, the Company exercised the buy out provision in the  operating lease on its

casting facility. Accordingly, the property,  plant  and  equipment  related  to the  assets held for sale
increased by $3,535.

62

TRIUMPH GROUP, INC.

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,

2009

2008

Assets held for sale:

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

$ 6,838
11,763
9,062
32

$ 7,689
11,272
5,711
91

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

$27,695

$24,763

Liabilities held for sale:

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

$ 1,630
475
2,178

$ 1,378
1,253
1,956

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

$ 4,283

$ 4,587

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

$ 51,856
142,833
113,641
81,018

$ 31,937
133,343
117,061
68,596

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

$389,348

$350,937

March 31,

2009

2008

6. ROTABLE ASSETS

In the third quarter of fiscal 2009, the Company made a change  to  the classification of its

inventory of rotable assets. Rotable assets are those  assets that can  be  repaired and then reused by the
Company in an exchange transaction  through its maintenance, repair and overhaul businesses.  The
Company now classifies its inventory  of rotable  assets as  a current asset whereas  previously these assets
were classified by the Company’s operating locations as either inventory or property and equipment.

The Company has reclassified amounts in  its prior-period financial statements, included herein, to

conform to the current-year presentation. Rotable assets of $23,392 as  of March 31, 2008 are now
shown separately within current assets  in the  accompanying consolidated balance sheets. This amount is
comprised of $10,730 and $12,662 which  was  previously  reported in inventory and property and
equipment, net, respectively. Also, additions to rotable  assets  during the fiscal years ended March 31,
2008 and 2007 of $5,397 and $4,099, respectively,  originally classified as capital expenditures  within
investing activities, are now reflected  in  the accompanying  consolidated statement of  cash flows as  a

63

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

6. ROTABLE ASSETS (Continued)

component of operating activities. This change resulted in no  impact to previously reported  income
from operations, net income or earnings per share.

7. PROPERTY AND EQUIPMENT

Net property and equipment at March 31,  2009 and  2008 is:

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . .

March 31,

2009

2008

$ 18,052
133,055
402,485

553,592
221,125

$ 17,802
128,038
357,021

502,861
191,428

$332,467

$311,433

Depreciation expense for the fiscal years ended  March 31, 2009, 2008 and 2007 was  $36,836,

$32,779 and $26,947, respectively, which includes  depreciation of assets under  capital lease.

8. 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,  2009 and March  31, 2008:

Aerospace
Systems

Aftermarket
Services

Total

Fiscal 2009
Balance at beginning of year . . . . . . . . . . . . . . . .
Goodwill recognized in connection with

acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase price allocation adjustments . . . . . . . . . .
Effect of exchange rate changes and other . . . . . .

$330,175

$53,565

$383,740

73,260
3,518
(971)

—
—
(6)

73,260
3,518
(977)

Balance at end of year . . . . . . . . . . . . . . . . . . . .

$405,982

$53,559

$459,541

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

Intangible assets, cost and accumulated amortization at  March 31,  2009 were  $171,558 and $63,208,
respectively. Intangible assets, cost and accumulated  amortization at March 31, 2008  were $129,920 and

64

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

8. GOODWILL AND OTHER INTANGIBLE  ASSETS (Continued)

$51,432, respectively. Intangible assets  consist of two major classes: (i) product rights and licenses,
which  at March 31, 2009 had a weighted-average life of  11.3  years,  and (ii) noncompete agreements,
customer relationships and other, which  at March  31, 2009 had a weighted-average life of  10.1 years.
Gross cost and accumulated amortization of product rights and licenses at March 31,  2009 were  $74,082
and $45,079 respectively, and at March 31,  2008 were $74,082 and $38,087,  respectively. Gross cost and
accumulated amortization of noncompete  agreements, customer  relationships and other at March 31,
2009 were $97,476 and $18,129, respectively, and  at March 31, 2008  were  $55,838 and  $13,345,
respectively. Amortization expense for  the fiscal years ended March 31, 2009, 2008,  and 2007  was
$11,775, $10,436 and $8,756, respectively.  Amortization  expense for the five fiscal  years  succeeding
March 31, 2009 by year is expected to be as follows:  2010: $16,612; 2011:  $14,827; 2012:  $13,330; 2013:
$13,145; 2014: $12,139 and thereafter:  $38,327.

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, $700 and $1,500 was paid during fiscal years 2009, 2008 and 2007,  respectively.
At March 31, 2009, the remaining payable to Honeywell of $1,671  is included  in the consolidated
balance sheet in accrued expenses and deferred income taxes and  other in the amounts of  $592 and
$1,079, 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  $502, $671  and $112 of this  intangible during fiscal years
2009, 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 $2,810, $2,814
and $2,816 of this intangible asset during  fiscal  2009, 2008 and 2007, respectively.

65

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

9. ACCRUED EXPENSES

Accrued expenses are composed of the following items:

Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 38,592
23,317
5,956
41,715

$39,098
6,795
4,165
33,339

Total accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$109,580

$83,397

March 31,

2009

2008

Deferred revenue increased significantly  in fiscal 2009  as a result of the acquisition of  Merritt,

which  received an advance payment on one of its major  contracts.

10. LEASES

At March 31, 2009, future minimum payments  under noncancelable operating leases  with initial  or

remaining terms of more than one year  were as  follows: 2010—$12,630; 2011—$11,761; 2012—$8,795;
2013—$6,432; 2014—$5,575 thereafter—$16,230 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, 2009, future minimum sublease rentals are  as follows: 2010—$654; 2011—$669;

2012—$685; 2013—$618; 2014—$547; thereafter—$1,992 through 2018.

Total rental expense was $14,441, $14,725 and $13,151 for the  fiscal years ended March 31, 2009,

2008 and 2007, respectively.

11. LONG-TERM DEBT

Long-term debt consists of the following:

Convertible senior subordinated notes . . . . . . . . . . . . . . . . . .
Revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivable securitization facility . . . . . . . . . . . . . . . . . . . . . . .
Equipment leasing facility . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated promissory notes . . . . . . . . . . . . . . . . . . . . . . .
Other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

March 31,

2009

2008

$183,250
127,730
75,000
58,734
16,575
14,015

475,304
89,085

$201,250
193,750
—
—
13,000
11,813

419,813
1,010

$386,219

$418,803

66

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT (Continued)

Credit Facility

On July 10, 2008, the Company amended its  existing amended and restated credit  agreement (the

‘‘Credit Facility’’) with its lenders, primarily to allow  for an asset securitization facility of up to $125,000
and to amend certain other terms and covenants. Coincident with the amendment, the  Company
exercised a provision of the Credit Facility to increase the amount available  under the Credit Facility to
$370,000 from $350,000. 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. 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.

At March 31, 2009, there were $127,730  in borrowings and $5,600 in letters  of credit  outstanding
under the Credit Facility. At March 31,  2008, there were  $193,750 in  borrowings and  $5,941 in letters
of credit outstanding under the Credit Facility.  The  level of  unused borrowing capacity  under the
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  Credit Facility contains certain affirmative  and
negative covenants including limitations on  specified levels  of indebtedness to earnings before  interest,
taxes, depreciation and amortization, and  interest  coverage  requirements,  and includes  limitations on,
among other things, liens, mergers, consolidations, sales of  assets, and incurrence  of  debt.  The
Company is currently in compliance with  all such  covenants. As  of  March 31,  2009, the Company had
borrowing capacity under the Credit Facility of  $236,670 after  reductions  for borrowings and  letters of
credit outstanding under the Credit Facility.

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 debt issuance costs 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.  The  debt issuance costs have been recorded as other

67

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT (Continued)

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  semiannually  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
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, 2009.

During  fiscal  2009,  the  Company  paid  $15,420  to  purchase  $18,000  of  principal  on  the  Notes,

resulting in a gain  on early extinguishment of $2,580.

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.

A holder may surrender its Notes for  conversion: (i) during any  fiscal quarter if the last reported

sale price of the Company’s common  stock for at  least 20 trading days during the  period of 30
consecutive trading days ending on the last  trading  day  of the previous  fiscal quarter is more  than
130% of the applicable conversion price  per  share of  the Company’s common  stock  on such trading
day; (ii) during the five business days immediately following any five consecutive trading-day period in
which  the trading price per $1,000 principal amount of a  Note for each day  of that period  was  less  than
98% of the product of the closing price of the Company’s common stock and the conversion rate of the
Notes on each such day; (iii) if the Company  has called  the Notes for  redemption; (iv) on  the
occurrence of a specified corporate transaction as provided in the indenture  governing the Notes
(i.e., change in control, distribution of  rights or  warrants  to purchase  common stock below market

68

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT (Continued)

value, distribution of assets (including cash) with a per share  value  exceeding 10% of the market value
of common stock); or (v) during the two-month period  prior to maturity (starting August 1,  2026).  The
last reported sale price of the Company’s  common  stock on any date  means the closing sales price  per
share on such date as reported by the New York Stock Exchange.

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
were converted. The Company has classified  the Notes  as long-term as of March 31,  2009.

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, 2009 was $46.49. Therefore,
no additional shares were included in  the diluted earnings per share  calculation. 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 its 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.

Receivable Securitization Program

In August 2008, the Company entered into a  receivable securitization facility (the ‘‘Securitization

Facility’’). In connection with the Securitization Facility,  the Company sells on  a revolving  basis certain
accounts receivable to Triumph Receivables, LLC,  a wholly-owned special-purpose  entity, which in  turn
sells  a percentage ownership interest in the receivables  to  commercial paper conduits sponsored by
financial institutions. The Company is the  servicer of the accounts  receivable under the  Securitization
Facility.  As  of  March  31,  2009,  the  maximum  amount  available  under  the  Securitization  Facility  was
$125,000. The Securitization Facility is  due to expire in  August  2009 and is  subject to annual  renewal
through August 2013. Interest rates are  based  on prevailing  market  rates for short-term commercial
paper plus a program fee and a commitment fee. The program fee is  35 basis points on  the amount
outstanding under the Securitization Facility. Additionally, the commitment  fee is 30 basis points  on
102% of the maximum amount available under  the Securitization Facility. At March 31, 2009, there  was
$75,000 outstanding under the Securitization Facility. In  connection with  entering into the Securitization
Facility, the Company incurred approximately $823  of costs, which were deferred  and are  being
amortized over the life of the Securitization Facility. The  Company securitizes its accounts  receivable,
which  are generally non-interest bearing, in  transactions that are accounted for as borrowings under
SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities.

The agreement governing the Securitization Facility contains restrictions  and covenants  which
include limitations on the making of certain restricted payments, creation of certain liens, and certain
corporate acts such as mergers, consolidations and the  sale of substantially all assets.

69

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT (Continued)

Equipment Leasing Facility

During  March 2009, the Company entered into a  7-year Master Lease Agreement (‘‘Leasing
Facility’’) creating a capital lease of certain existing property and  equipment, resulting  in net proceeds
of $58,546 after deducting debt issuance  costs of approximately $188. The  net proceeds  from the
Leasing Facility were used to repay a portion of the outstanding indebtedness under the Company’s
Credit  Facility. The debt issuance costs have been  recorded as other  assets in the accompanying
consolidated balance sheets and are  being amortized over the term of the Leasing Facility.  The  Leasing
Facility bears interest at a weighted-average  fixed  rate of 6.1% per annum.

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
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

70

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT (Continued)

estimated current cost for similar types of  borrowings  or current  market  value. The  fair value  of the
Notes was $174,546 and $247,874 as  of  March 31, 2009  and March 31, 2008,  respectively. The  carrying
value of other long-term debt and notes  payable approximate  their  fair market values  as of March 31,
2009 and March 31, 2008, respectively.

Interest paid on indebtedness during the  years  ended March 31, 2009, 2008  and 2007  amounted  to

$13,352, $14,512 and $16,880, respectively.

As of March 31, 2009, the maturities  of long-term  debt  are as  follows:  2010—$89,085;  2011—

$14,734; 2012—$325,085; 2013—$8,852; 2014—$9,036;  thereafter—$28,512 through 2026.

12. INCOME TAXES

The components of income tax expense are as  follows:

Current:

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

$27,547
2,791

$25,870
1,530

$18,582
1,338

Year ended March 31,

2009

2008

2007

Deferred:

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

30,338

27,400

19,920

14,308
940

15,248

9,498
263

9,761

5,688
521

6,209

$45,586

$37,161

$26,129

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

for fiscal years 2009, 2008 and 2007 was  $1,100, $855  and $1,289, 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 . . . . . . . . . . . . . . . . . . . . .
Foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ETI domestic/exclusion production tax  benefits . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended
March 31,

2009

2008

2007

35.0% 35.0% 35.0%
1.5
1.3
1.3
0.1
0.2
0.9
(2.2)
(2.0)
(1.8)
(1.4) — —
(2.3)
(1.3)
(1.3)
1.6
(0.5)
(0.5)

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

31.8% 32.9% 33.9%

71

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

12. INCOME TAXES (Continued)

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

March 31,

2009

2008

Deferred tax assets:

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

$

4,014
2,263
9,515
4,898

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

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

20,690
(351)

16,004
(1,374)

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

20,339

14,630

Deferred tax liabilities:

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

50,982
53,100
8,396
9,252

121,730

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

97,983

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

$101,391

$83,353

As of March 31, 2009, the Company  has  federal  and state net operating loss  carryforwards of

$63,206 expiring in various years through 2029.

Net income taxes paid during the fiscal years ended  March 31, 2009, 2008 and 2007 were $28,094,

$21,740 and $19,351, respectively. The Company also has a foreign net operating loss  carryforward of
$1,169 for which a valuation allowance  has been established. The net change in  total valuation
allowance for fiscal 2009 was a decrease  of $1,023.

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, 2009  and 2008,
and upon adoption of FIN 48 on April  1,  2007, the total amount of accrued income tax-related  interest
and penalties was $427, $433 and $254,  respectively.

As of March 31, 2009 and 2008, and April 1, 2007,  the total amount of  unrecognized  tax benefits

was $3,211, $2,950 and $2,534, respectively, of  which $3,188,  $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 $685 due to the expiration of statutes of limitation for  various federal tax  issues in
the next 12 months.

72

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

12. INCOME TAXES (Continued)

As of March 31, 2009, the Company  was subject to examination in state jurisdictions for the fiscal

years ended March 31, 2005 through March 31, 2007,  none of which  the Company believes is
individually material. The Company has  filed appeals  in a state  jurisdiction related  to  fiscal years ended
March 31, 1999 through March 31, 2005. 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, 2006,  state or local examinations  for fiscal years ended before
March 31, 2005, or foreign income tax examinations  by tax authorities for fiscal years ended before
March 31, 2007.

From the FIN 48 adoption date of April 1,  2007 and during the fiscal years ended March 31, 2009

and 2008, the Company added $490 and  $517 of tax, interest and  penalties related  to  activity for
identified uncertain tax positions, respectively.

A reconciliation of the liability for uncertain tax positions for the fiscal years ended March 31,

2008 and 2009 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,279
329
87
(178)
—
—

2,517
497
940
(4)
(1,014)
—

Ending Balance—March 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,936

13. 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, 2009,
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.

73

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

13. 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 11.

The holders of the common stock are entitled to one vote per share  on all matters to be voted

upon by the stockholders of Triumph.

The Company has preferred stock of $.01  par value, 250,000 shares authorized. At  March 31, 2009

and 2008, no shares of preferred stock were  outstanding.

Prior to August 2008, the Company had Class  D common  stock  of  $.001 par  value, 6,000,000
shares authorized. At March 31, 2008,  no shares  of  Class  D common stock were outstanding.  The
Class D common stock was eliminated upon the amendment and  restatement of the Company’s
Certificate of Incorporation effective August 12,  2008.

14. 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 and nonvested  stock . .
. . . . . . . . . . . . . . . . . . .
Net effect of convertible debt

16,384
200
—

(thousands)
16,497
266
777

16,220
193
—

Weighted-average common shares outstanding—diluted . .

16,584

17,540

16,413

Year ended March 31,

2009

2008

2007

15. 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 $5,648, $5,309 and $4,006  for the fiscal years ended  March 31,  2009, 2008 and 2007,
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

74

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

15. EMPLOYEE BENEFIT PLANS (Continued)

service. The Company also sponsors  an unfunded supplemental executive retirement plan (‘‘SERP’’)
that provides retirement benefits to certain key employees.

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
adopted 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 of approximately $27 was  recognized, net  of tax,  during  the fiscal year ended
March 31, 2009.

Included in accumulated other comprehensive income at  March 31, 2009, are the following
amounts that have not yet been recognized in  net periodic pension  cost:  unrecognized prior service
costs of $564 ($356 net of tax) and unrecognized actuarial losses of $3,020 ($1,902 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, 2010  is $317 ($200 net
of tax) and $138 ($87 net of tax), respectively.

The following table sets forth the Company’s consolidated defined benefit  pension plans for its
union employees as of March 31, 2009  and December 31, 2007  and  its SERP as of March  31, 2009 and
2008, and the amounts recorded in the  consolidated balance sheets at March 31,  2009 and  2008.
Company contributions include amounts  contributed directly to plan assets and indirectly as  benefits

75

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

15. EMPLOYEE BENEFIT PLANS (Continued)

are paid from the Company’s assets.  Benefit payments reflect  the total  benefits paid from the  plans and
the Company’s assets. Information on the  plans includes both the  qualified and  nonqualified plans.

Change in projected benefit obligations
Projected benefit obligation at beginning of year . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

March 31,

2009

2008

$10,549
17
670
(741)
—
(347)

$12,562
91
608
319
(451)
(2,580)

Projected benefit obligation at end of  year . . . . . . . . . . . . . . . . .

$10,148

$10,549

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

7.25% 6.25%
N/A

N/A

$ 6,596
(1,757)
(213)
342
(348)

$ 6,206
426
(155)
2,699
(2,580)

Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . .

$ 4,620

$ 6,596

Funded status (underfunded)
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (5,528) $ (3,953)

Amounts recognized in the consolidated  balance sheet consist of
Accrued expenses—current liability . . . . . . . . . . . . . . . . . . . . . .
Pension obligation—noncurrent liability . . . . . . . . . . . . . . . . . . .
Pension asset—current asset . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (3,123) $ (3,003)
(1,102)
152

(2,405)
—

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (5,528) $ (3,953)

76

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

15. EMPLOYEE BENEFIT PLANS (Continued)

The components of net periodic pension cost  for fiscal years 2009, 2008  and 2007  are as follows:

Year Ended March 31,

2009

2008

2007

Components of net periodic pension cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost
. . . . . . . . . . . . . . . . . . .
Amortization of net loss . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 82
670
(512)
519
84

$ 171
608
(489)
518
104

$ 260
677
(433)
482
199

Total net periodic pension cost . . . . . . . . . . . . . . . . . . . . . .

$ 843

$ 912

$1,185

Weighted-average assumptions Used to determine  net

periodic pension cost

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate on assets . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . .

6.25% 6.00% 5.75%
8.00% 8.00% 8.00%
N/A

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

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$3,437
523
377
402
443
2,683

The table below sets forth the Company’s target  asset allocation for fiscal 2010  and the  actual asset

allocations at March 31, 2009 and 2008.

Asset Category

Actual Allocation

Target Allocation

March 31,

Fiscal 2010

2009

2008

Equity securities . . . . . . . . . . . . . . . . . . . . . . .
Fixed income securities . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40-65%
25-40%
0-10%

Total

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

57%
42
1

62%
37
1

100% 100%

77

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

15. 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 plans’ 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 $3,451

to its pension plans during fiscal 2010.

16. 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  2009 or 2008.  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 awarded following

78

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

16. STOCK COMPENSATION PLANS (Continued)

the determination of net earnings per  share  for fiscal 2006. The restricted  shares are  subject to
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 recognized $3,180, $2,809  and  $2,524 of share-based compensation expense during

the fiscal years ended March 31, 2009,  2008 and  2007, respectively. The total income tax benefit
recognized for share-based compensation  arrangements for fiscal years ended  March 31, 2009,  2008 and
2007 was $1,048, $937 and $808, respectively.  Total share-based compensation expense was  comprised
of stock option expense of $32, $453 and $595  and restricted stock expense of $3,148, $2,356 and
$1,929 for the fiscal years ended March  31, 2009, 2008 and 2007,  respectively. The Company  estimates
it will record share-based compensation expense  of  approximately $3,300  in fiscal 2010.  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 2010, 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 2010 may differ from  the
Company’s current estimate.

A summary of the Company’s stock option activity  and related information for  its option plans for

the fiscal year ended March 31, 2009 was as follows:

Outstanding at March 31, 2008 . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted-
Average
Remaining
Contractual
Term

Aggregate
Intrinsic Value

Weighted-
Average
Exercise
Price

$34.95
—
$32.92
$43.29

Options

334,882
—
(37,333)
(5,500)

Outstanding at March 31, 2009 . . . . . . . . . . . .

292,049

$35.05

3.5 Years

Exercisable at March 31, 2009 . . . . . . . . . . . .

292,049

$35.05

3.5 Years

$3,340

$3,340

As of March 31, 2009, all stock options are  fully vested with no expected future compensation
expense related to them. The intrinsic  value of stock options exercised during fiscal 2009 was $927.

79

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

16. STOCK COMPENSATION PLANS (Continued)

At March 31, 2009 and 2008, 1,380,958 and 1,415,918 shares of common  stock,  respectively, were
available for issuance under the plans.  A  summary  of  the status of the Company’s nonvested shares  as
of March 31, 2009 and changes during  the fiscal year  ended March 31,  2009, is  presented  below:

Nonvested at March 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares

164,363
48,702
—
(8,242)

Nonvested at March 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

204,823

Weighted-
Average Grant
Date Fair Value

$49.77
57.19
—
50.98

$51.49

Expected future compensation expense on restricted stock net  of expected forfeitures, is

approximately $3,158, which is expected  to  be  recognized over the remaining weighted-average  vesting
period of 2.1 years.

In June 2007 and 2008, 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 and 2009,  respectively. In April 2008,  40,902 restricted shares were
granted  following  the  determination  of  net  earnings  per  share  for  fiscal  2008.  In  April  2009,  62,989
restricted shares were granted following the determination of net  earnings per share  for fiscal  2009.
Expected future compensation expenses  on this April 2009 grant, net of  expected forfeitures, is
approximately $1,932, which is expected  to  vest 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. During the  fiscal  years
ended March 31, 2009 and 2008, 7,800  and 2,500  deferred stock  units were granted to the
non-employee members of the Board  of Directors, respectively. 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.

17. 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.

80

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

17. COMMITMENTS AND CONTINGENCIES (Continued)

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.

18. DERIVATIVES

Interest Rate Swap

The Company uses interest rate swaps, a 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 derivative  financial instruments for trading or speculative purposes. While
interest rate swaps are subject to fluctuations in value,  these fluctuations are generally  offset by the
estimated fair value of the underlying exposures being hedged. 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 consolidated balance
sheet at fair value. SFAS 133 also requires that changes  in the fair value be  recorded each period in
current earnings or other comprehensive income, depending on  the effectiveness 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 interest  rate  swap agreement (the ‘‘Swap’’), maturing

June 2011 involving the receipt of floating  rate  amounts in exchange for fixed rate  interest payments
over the life of the agreement, without  exchange of the  underlying  principal amount. 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. To  maintain  hedge
accounting for the  Swap, the Company  is  committed  to  maintaining at least $85,000 in  borrowings  at an
interest rate based on one-month LIBOR, plus an applicable margin,  through June 2011.

As of March 31, 2009, the total notional amount of the  Company’s receive-variable/pay-fixed
interest rate swap was $85,000. For the year  ended March  31, 2009, $566  of losses were reclassified into
earnings from accumulated other comprehensive income.

The fair value of the interest rate swap of $3,429  and $531 for the fiscal years ended March  31,

2009 and 2008, respectively, were included in Deferred income  taxes and other.

81

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

18. DERIVATIVES (Continued)

The effect of derivative instruments in the consolidated statements  of  income  is as follows:

Reclassification Adjustment
Gain (Loss) Location
(Effective Portion)

Cash Flow Hedges

Interest rate

Amount of Gain (Loss) in OCI
(Effective Portion)
Year ended March 31,

Reclassification Adjustment
Gain (Loss) Amount
Year ended  March 31,

2009

2008

2009

2008

$—

swap . . . . . . .

Interest expense and other

$(1,825)

$(335)

$(566)

The amount of ineffectiveness on the  interest rate swap is not significant.  The Company estimates
that approximately $1,888 of losses presently  in accumulated other comprehensive income (loss) will be
reclassified into earnings during fiscal  2010.

During  fiscal 2009, the Company entered into certain  foreign currency derivative  instruments that
did not meet hedge accounting criteria and primarily were intended  to  protect against  exposure related
to fiscal 2009 acquisitions. The Company recognized a gain of $1,411  in fiscal 2009, which is included in
interest expense and other related to  these  instruments.

19. FAIR VALUE MEASUREMENTS

In September 2006, the FASB issued  SFAS 157, Fair Value Measurements. This Statement defines

fair value, establishes a framework for  measuring  fair value under generally accepted accounting
principles and expands disclosures about fair  value  measurements. On  April 1, 2008, the provisions of
SFAS 157 became effective for financial assets  and financial  liabilities of  the Company.

SFAS 157 defines fair value as the price that  would be received to sell an asset or paid  to  transfer

a liability in an orderly transaction between market participants at the measurement date. SFAS 157
classifies the inputs used to measure fair value into the  following  hierarchy:

Level 1 Unadjusted quoted prices in active  markets for  identical  assets or liabilities

Level 2 Unadjusted quoted prices in active  markets for  similar  assets or  liabilities,  or unadjusted
quoted prices for identical or similar assets  or liabilities in markets  that are not active, or
inputs other than quoted prices that  are observable for the asset or liability

Level 3 Unobservable inputs for the asset  or liability

The following table provides the liabilities reported at  fair value in Deferred income tax  and other

and measured on a recurring basis as of  March  31, 2009:

Fair Value Measurements Using:

Quoted Prices
in Active
Markets for
Identical Assets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs

Description

Total

(Level 1)

(Level 2)

(Level 3)

Interest rate swap, net of tax of $(1,269) . . . . . . . . .

$(2,160)

$—

$(2,160)

$—

The fair value of the interest rate swap contract is determined using  observable current market

information as of the reporting date such as the  prevailing LIBOR-based  interest rate.

82

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

20. CUSTOMER CONCENTRATION

Trade accounts receivable from The Boeing Company (‘‘Boeing’’) represented approximately 16%

and 17% of total accounts receivable as  of March 31, 2009  and  2008, respectively. The  Company had
no other significant concentrations of  credit risk.  Sales to Boeing for fiscal 2009 were $284,687, or  23%
of net sales, of which $240,494 and $44,193 were from the  Aerospace Systems segment  and the
Aftermarket Services segment, respectively. 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. 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.

The Company currently generates a majority of its revenue  from  clients in the commercial

aerospace industry, the military, and the  regional airline industry. The Company’s growth and financial
results are largely dependent on continued demand  for its products and  services from clients in these
industries. If any of these industries experiences  a downturn, clients in these sectors may conduct less
business with the Company.

21. COLLECTIVE BARGAINING AGREEMENTS

Approximately 11% of the Company’s labor force is covered under  collective  bargaining

agreements.

22. 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.

The Aerospace Systems segment consists of 39 operating locations,  and the Aftermarket Services

segment consists of 16 operating locations at March  31, 2009.

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

83

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

22. SEGMENTS (Continued)

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.

84

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

22. SEGMENTS (Continued)

Selected financial information for each reportable segment is as  follows:

Year Ended March 31,

2009

2008

2007

Net sales:

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Elimination of inter-segment sales . . . . . . . . . . . . . . . . . .

$ 988,359
254,638
(2,619)

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

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

$1,240,378

$1,151,090

$937,327

Income before income taxes:
Operating income (loss):

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 168,006
10,876
(26,968)

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

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

Interest expense and other . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on early extinguishment of  debt . . . . . . . . . . .

Depreciation and amortization:

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital expenditures:

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

151,914
11,096
(2,580)

126,325
13,422
—

93,899
11,706
5,088

$ 143,398

$ 112,903

$ 77,105

$

$

$

$

$

$

34,784
13,515
312

48,611

34,618
8,804
1,999

30,007
12,943
265

$ 26,080
9,394
229

43,215

$ 35,703

40,762
15,255
954

$ 39,220
15,573
299

$

45,421

$

56,971

$ 55,092

March 31,

2009

2008

Total Assets:

Aerospace systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aftermarket services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,213,142
318,596
33,474
27,695

$1,034,294
321,757
34,021
24,763

$1,592,907

$1,414,835

85

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

22. SEGMENTS (Continued)

During  fiscal years 2009, 2008 and 2007,  the Company had foreign  sales  of  $266,646, $237,043 and
$201,920, respectively. The Company  reports as foreign sales those  sales  with delivery  points outside of
the United States.

23. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Fiscal 2009

Fiscal 2008

June 30

Sept. 30

Dec. 31 Mar. 31

June  30

Sept. 30

Dec.  31 Mar.  31

BUSINESS SEGMENT SALES

Aerospace Systems . . . . . . . . . $258,232 $257,569 $222,751 $249,807 $217,280 $220,511 $213,025 $256,560
65,514
Aftermarket Services . . . . . . . .
(859)
Inter-segment Elimination . . . .

62,968
(644)

66,481
(659)

63,107
(615)

62,082
(701)

58,313
(589)

60,054
(793)

62,728
(654)

TOTAL SALES . . . . . . . . . . . $320,556 $323,391 $285,243 $311,188 $275,004 $279,772 $275,099 $321,215

GROSS PROFIT(1) . . . . . . . . . . $ 95,826 $ 94,573 $ 80,570 $ 89,162 $ 80,651 $ 78,917 $ 75,399 $ 89,228

OPERATING INCOME

Aerospace Systems . . . . . . . . . $ 46,070 $ 46,515 $ 34,269 $ 41,152 $ 30,329 $ 31,135 $ 26,095 $ 37,253
6,408
Aftermarket Services . . . . . . . .
(8,159)
Corporate . . . . . . . . . . . . . . .

6,519
(3,888)

4,825
(4,117)

1,874
(7,585)

2,219
(6,057)

5,728
(5,803)

3,887
(6,629)

2,896
(6,697)

TOTAL OPERATING INCOME . $ 43,328 $ 42,714 $ 30,431 $ 35,441 $ 30,254 $ 31,843 $ 28,726 $ 35,502

INCOME (LOSS) FROM

Continuing Operations . . . . . . . $ 26,034 $ 26,069 $ 21,946 $ 23,763 $ 17,811 $ 18,702 $ 17,923 $ 21,306
(1,896)
Discontinued Operations . . . . .

(1,631)

(3,894)

(1,203)

(1,472)

(1,206)

(1,093)

(818)

NET INCOME . . . . . . . . . . . . . $ 24,831 $ 24,976 $ 21,128 $ 22,132 $ 13,917 $ 17,230 $ 16,717 $ 19,410

Basic Earnings (Loss) per

Share(2)
Continuing Operations . . . . . . . $
Discontinued Operations . . . . .

1.59 $
(0.07)

1.59 $
(0.07)

1.34 $
(0.05)

1.45 $
(0.10)

1.08 $
(0.24)

1.13 $
(0.09)

1.08 $
(0.07)

1.30
(0.12)

Net Income . . . . . . . . . . . . . . $

1.52 $

1.52 $

1.29 $

1.35 $

0.85 $

1.04 $

1.01 $

1.18

Diluted Earnings (Loss) per

share(2)(3)
Continuing Operations . . . . . . . $
Discontinued Operations . . . . .

1.54 $
(0.07)

1.57 $
(0.07)

1.33 $
(0.05)

1.43 $
(0.10)

1.04 $
(0.23)

1.05 $
(0.08)

1.00 $
(0.07)

1.26
(0.11)

Net Income . . . . . . . . . . . . . . $

1.47 $

1.50 $

1.28 $

1.33 $

0.81 $

0.97 $

0.93 $

1.15

(1) Gross profit includes depreciation.

(2) The sum of the earnings for Continuing Operations and Discontinued Operations  does  not  necessarily  equal

the earnings for the quarter due to rounding.

(3) 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.

86

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, 2009:

Allowance for doubtful accounts

receivable . . . . . . . . . . . . . . . . .

$4,723

2,406

246

(1,734)

$5,641

For year ended March 31, 2008:

Allowance for doubtful accounts

receivable . . . . . . . . . . . . . . . . .

$3,857

1,687

130

(951)

$4,723

For year ended March 31, 2007:

Allowance for doubtful accounts

receivable . . . . . . . . . . . . . . . . .

$3,625

1,036

23

(827)

$3,857

(1) Additions consist of accounts receivable recoveries, miscellaneous adjustments and amounts

recorded in conjunction with the acquisitions of Merritt, Saygrove, KA,  Mexmil, 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.

87

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, 2009, 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,
2009.

88

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, 2009. 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,  2009.

Management’s assessment of and conclusion  on the effectiveness of the Company’s  internal control

over financial reporting did not include the internal control of Triumph  Structures—East Texas, Inc.,
Triumph Actuation & Motion Control  Systems—UK, Ltd., Triumph Controls—UK, Ltd., Triumph
Controls—Germany, GmbH, and Triumph Insulation Systems, LLC (and several  of its  affiliates), all
companies which were acquired in March 2009.  These acquisitions,  which are more  fully discussed  in
Note 3 to the consolidated financial  statements  for fiscal  2009, are included in  the 2009 consolidated
financial statements of Triumph Group, Inc. and represented total assets  of approximately  $185 million
at March 31, 2009. Under guidelines established by the SEC,  companies are  allowed  to  exclude
acquisitions from their first assessment  of internal  control over  financial reporting following  the date  of
acquisition.

89

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  91.

/s/ RICHARD C. ILL

Richard C. Ill
President and Chief Executive Officer

/s/ M. DAVID KORNBLATT

M. David Kornblatt
Senior Vice President,
Chief Financial Officer & Treasurer

/s/ KEVIN E. KINDIG

Kevin E. Kindig
Vice President and Controller

May 22, 2009

90

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,
2009, 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.

As indicated in the accompanying Management’s Report on Internal Control  Over  Financial
Reporting, management’s assessment of and conclusion on the effectiveness of  internal control over
financial reporting did not include the internal controls of Triumph Structures—East Texas, Inc.,
Triumph Actuation & Motion Control  Systems—UK, Ltd., Triumph Controls—UK, Ltd., Triumph
Controls—Germany, GmbH, and Triumph Insulation Systems, LLC (and several  of its  affiliates), which
are included in the 2009 consolidated  financial statements of Triumph Group, Inc. and  constituted
approximately $185 million of total assets  as  of  March 31, 2009. Our audit of internal  control over
financial reporting of Triumph Group, Inc. also did  not  include  an evaluation  of  the internal  control
over financial reporting of Triumph Structures—East  Texas, Inc., Triumph Actuation & Motion Control
Systems—UK, Ltd., Triumph Controls—UK, Ltd., Triumph  Controls—Germany, GmbH, and Triumph
Insulation Systems, LLC (and several of its affiliates).

In our opinion, Triumph Group, Inc. maintained, in all material respects,  effective internal  control

over financial reporting as of March  31,  2009, based  on the COSO  criteria.

91

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, 2009 and 2008, and the related consolidated  statements of income, stockholders’ equity, and
cash flows for each of the three years in the period  ended March  31, 2009 and our report dated
May 22, 2009 expressed an unqualified  opinion thereon.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
May 22, 2009

92

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 2009 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 2009 Annual Meeting of Stockholders,  which shall be filed within  120 days after  the
end of our fiscal year (the ‘‘2009 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 2009 Proxy  Statement.

The information required regarding our Code  of  Business Conduct is incorporated herein by

reference to the 2009 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 2009 Proxy Statement.

Audit Committee and Audit Committee Financial Expert

The information required with respect to the  Audit Committee and Audit Committee financial

experts is incorporated herein by reference  to  the 2009 Proxy Statement.

Item 11. Executive Compensation

The information required regarding executive  compensation is incorporated herein by reference to

the 2009 Proxy Statement.

93

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  2009 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  2009 Proxy

Statement.

Item 14. Principal Accountant Fees  and  Services

The information required under this item  is incorporated  herein  by reference to the  2009 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, 2009  and 2008 . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for  the Fiscal  Years Ended March  31, 2009, 2008

and 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Stockholders’  Equity  for the  Fiscal  Years  Ended  March 31,

2009, 2008 and 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Cash Flows  for  the Fiscal  Years  Ended  March 31, 2009,

2008 and 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) The following financial statement  schedule is included in this report:

Schedule II—Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

46
47

48

49

50
51

Page

87

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

Description

3.1*

Amended and Restated Certificate  of  Incorporation of Triumph Group, Inc.

3.2

4.1

4.2

Bylaws of Triumph Group, Inc.(1)

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.(2)

94

Exhibit
Number

4.3

4.4

10.1

10.2

Description

Form of the 2.625% Convertible Senior Subordinated Note Due 2026.  (Included as
Exhibit A to Exhibit 4.2).(2)

Registration Rights Agreement, dated as  of  September 18, 2006, between Triumph
Group, Inc. and Banc of America Securities LLC.(2)

Amended and Restated Directors’ Stock Incentive Plan.(3)

Form of Deferred Stock Unit  Award Agreement under the  Amended  and Restated
Directors’ Stock Incentive Plan.(3)

10.3#

2004 Stock Incentive Plan.(4)

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.(5)

First Amendment to Amended  and Restated  Credit Agreement, dated September 18,
2006.(6)

Second Amendment to Amended and Restated Credit  Agreement, dated October  20,
2006.(6)

Third Amendment to Amended  and  Restated Credit Agreement, dated December 22,
2006.(7)

Fourth Amendment to Amended and  Restated Credit Agreement,  dated  October 15,
2007.(8)

10.4(e)

Fifth Amendment to Amended and Restated  Credit  Agreement, dated July 10, 2008.(9)

10.5#

Triumph Group, Inc. Supplemental  Executive Retirement Plan effective January 1,  2003.(10)

10.6

Compensation for the non-employee members of  the  Board of Directors of Triumph
Group, Inc.(3)

10.7*#

Form of Stock Award Agreement under the 2004 Stock Incentive Plan.

10.8*#

Form of letter confirming Stock Award  Agreement under  the 2004 Stock Incentive Plan.

10.9#

Description of the Triumph Group, Inc. Annual Cash Bonus Plan.(11)

10.10#

Change of Control Employment Agreement  with: Richard C. Ill, M.  David Kornblatt,
John B. Wright, II and Kevin E. Kindig.(12)

10.11#

Restricted Stock Award Agreement  for M. David Kornblatt.(13)

10.12

21.1*

23.1*

31.1*

31.2*

Form of Receivables Purchase Agreement, by and among the Triumph Group, Inc.,  as Initial
Servicer, Triumph Receivables, LLC,  as Seller,  the various Purchasers and Purchase  Agents
from time to time party thereto and PNC National  Association, as Administrative Agent.(9)

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.

95

Exhibit
Number

32.1*

32.2*

Description

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  Current Report on Form 8-K filed on  September 22,  2006.

(3) Incorporated by reference to our  Current Report on Form 8-K filed on  August 1, 2006.

(4) Incorporated by reference to our  Proxy  Statement on Schedule 14A for the 2004  Annual Meeting

of Stockholders.

(5) Incorporated by reference to our  Current Report on Form 8-K filed August  2, 2005.

(6) Incorporated by reference to our  Current Report on Form 8-K filed on  October 26,  2006.

(7) Incorporated by reference to our  Current Report on Form 8-K filed on  December 29, 2006.

(8) Incorporated by reference to our  Quarterly Report on Form  10-Q for the quarter ended

September 30, 2007.

(9) Incorporated by reference to our  Current Report on Form 8-K filed on  August 12, 2008.

(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  July 31, 2007.

(12) Incorporated by reference to our  Current Report on Form 8-K filed on  March 13, 2008

(13) 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.

96

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 22, 2009

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.

/s/ RICHARD C. ILL

Richard C. Ill

President, Chief Executive Officer and Director
(Principal Executive Officer)

May 22, 2009

/s/ M. DAVID KORNBLATT

M. David Kornblatt

Senior Vice President, Chief Financial  Officer
and Treasurer (Principal Financial Officer)

May 22, 2009

/s/ KEVIN E. KINDIG

Kevin E. Kindig

/s/ PAUL BOURGON

Paul Bourgon

/s/ RICHARD C. GOZON

Richard C. Gozon

/s/ CLAUDE F. KRONK

Claude F. Kronk

/s/ GEORGE SIMPSON

George Simpson

/s/ JOSEPH M. SILVESTRI

Joseph M. Silvestri

May 22, 2009

May 22,  2009

May 22,  2009

May 22,  2009

May 22,  2009

May 22,  2009

Vice President and Controller (Principal
Accounting Officer)

Director

Director

Director

Director

Director

97

Exhibit
Number

EXHIBIT INDEX

Description

3.1*

Amended and Restated Certificate of Incorporation of  Triumph Group,  Inc.

3.2

4.1

4.2

4.3

4.4

10.1

10.2

Bylaws of Triumph Group, Inc.(1)

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.(2)

Form of the 2.625% Convertible  Senior Subordinated Note Due  2026. (Included as Exhibit A
to Exhibit 4.2).(2)

Registration Rights Agreement, dated  as of September 18, 2006, between Triumph
Group, Inc. and Banc of America Securities LLC.(2)

Amended and Restated Directors’ Stock Incentive Plan.(3)

Form of Deferred Stock Unit  Award  Agreement under the Amended and Restated
Directors’ Stock Incentive Plan.(3)

10.3#

2004 Stock Incentive Plan.(4)

10.4

10.4(a)

10.4(b)

10.4(c)

10.4(d)

10.4(e)

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.(5)

First Amendment to Amended and  Restated  Credit Agreement, dated September  18,
2006.(6)

Second  Amendment to Amended  and  Restated Credit Agreement, dated October 20,
2006.(6)

Third Amendment to Amended and Restated Credit Agreement,  dated December  22,
2006.(7)

Fourth Amendment to Amended and Restated  Credit  Agreement, dated October  15,
2007.(8)

Form of the Fifth Amendment to Amended and Restated Credit Agreement,  dated  July 10,
2008.(9)

10.5#

Triumph Group, Inc. Supplemental Executive Retirement Plan effective January  1, 2003.(10)

10.6

Compensation for the non-employee members  of the Board of Directors of Triumph
Group, Inc.(3)

10.7*# Form of Stock Award Agreement  under the 2004 Stock Incentive Plan.

10.8*# Form of letter confirming Stock Award Agreement under the 2004  Stock Incentive Plan.

10.9#

Description of the Triumph  Group, Inc. Annual  Cash Bonus Plan.(11)

10.10# Change of Control Employment  Agreement with: Richard C. Ill, M. David  Kornblatt,  John

B. Wright, II and Kevin E. Kindig.(12)

98

Exhibit
Number

Description

10.11# Restricted Stock Award Agreement for M. David  Kornblatt.(13)

10.12

21.1*

23.1*

31.1*

31.2*

32.1*

32.2*

Form of Receivables Purchase  Agreement,  by and  among the  Triumph Group,  Inc., as Initial
Servicer, Triumph Receivables, LLC,  as Seller, the various Purchasers  and Purchase  Agents
from time to time party thereto and  PNC National  Association, as Administrative Agent.(9)

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.

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  Current Report on Form 8-K filed on  September 22,  2006.

(3) Incorporated by reference to our  Current Report on Form 8-K filed on  August 1, 2006.

(4) Incorporated by reference to our  Proxy  Statement on Schedule 14A for the 2004  Annual Meeting

of Stockholders.

(5) Incorporated by reference to our  Current Report on Form 8-K filed August  2, 2005.

(6) Incorporated by reference to our  Current Report on Form 8-K filed on  October 26,  2006.

(7) Incorporated by reference to our  Current Report on Form 8-K filed on  December 29, 2006.

(8) Incorporated by reference to our  Quarterly Report on Form  10-Q for the quarter ended

September 30, 2007.

(9) Incorporated by reference to our  Current Report on Form 8-K filed on  August 12, 2008.

(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  July 31, 2007.

(12) Incorporated by reference to our  Current Report on Form 8-K filed on  March 13, 2008

(13) 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.

99

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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 22, 2009

/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 22, 2009

/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, 2009 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 22, 2009

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.

Exhibit 32.2

CERTIFICATION  PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY  ACT  OF 2002

In connection with the Annual Report  of Triumph Group,  Inc. (the ‘‘Company’’) on Form 10-K for

the year ended March 31, 2009 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 22, 2009

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.

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