Triumph Group Annual Report 2012

← All annual reports

FY2012 Annual Report · Triumph Group

Loading PDF…

Triumph Group, Inc.
Triumph Group, Inc.
Annual Report 2012
Annual Report 2012

Desi g n e d

t o

n t

i f

r m

uilt to p e rf o

T R I U M P H . O N E N A M E . M A N Y S O L U T I O N S .

In fiscal 2012, Triumph achieved its best year ever – setting new
records for revenue, income and cash flow. Favorable market
conditions point the way toward continued growth as Triumph
enters its 20th year.

In fiscal 2012, revenues increased 17 % and income from continuing operations grew 85% over
fiscal 2011.

All of Triumph’s three business segments reported healthy year-over-year organic growth in revenue and
operating margins.

Triumph generated over $349 million in cash flow from operations before pension contributions of
$121.9 million – further evidence of quality earnings and continued effective working capital management.

The integration of Triumph Aerostructures-Vought Aircraft Division is on target to produce at least
$50 million in annual cost savings as work continues to consolidate and streamline operations and
supply chains.

The Board of Directors declared a two-for-one stock split in the form of a 100% stock dividend payable
on July 14, 2011 to stockholders of record on June 22. Triumph continues to pay a quarterly dividend
of $.04 per share following the stock split – effectively doubling the total dividend award.

Triumph announced a management succession plan in which company founder Richard Ill will continue
as Chairman and Jeffry Frisby will assume new responsibilities as CEO on July 19.

Major Markets
as of March 31, 2012

52% Commercial

32% Military

13% Business Jets

2% Non-Aviation

1% Regional Jets

Top Ten Platforms
as of March 31, 2012
(based on backlog)

1. Boeing 747-8

2. Boeing 777

3. Gulfstream G450, G550

4. V-22 Osprey

5. Boeing C-17

6. Boeing 737

7. Boeing 787

8. Airbus A330, A340

9. Lockheed C-130

10. Boeing 767

About Triumph

Triumph Group, Inc., headquartered
in Berwyn, Pennsylvania, designs,
engineers, manufactures, repairs
and overhauls a broad portfolio of
aerostructures, aircraft
components, accessories,
subassemblies and systems –
providing integrated solutions for
the global aerospace market. The
company serves a broad, worldwide
spectrum of the aviation industry,
including original equipment
manufacturers of commercial,
regional, business and military

aircraft and aircraft components, as
well as commercial and regional
airlines and air cargo carriers.

Triumph is comprised of 44 highly
specialized manufacturing
companies, operating at 63
locations worldwide. The company
is organized into three groups:
Aerostructures, Aerospace Systems
and Aftermarket Services.

Triumph’s mission is to be the
premier aerospace and defense
company recognized by customers

as their supplier of choice for
the aerospace assemblies,
subassemblies and components
Triumph provides. To achieve
its goals, Triumph protects the
integrity of the individual Triumph
companies while offering each
company the advantage of being
part of a larger entity. This operating
philosophy provides flexibility to
capitalize on the changing market
environment and deliver superior
customer satisfaction.

All companies share the Triumph
name and a common dedication
to the core values of Integrity,
Innovation, Quality and Service,
Flawless Execution and
Commitment. In fiscal 2011,
Triumph implemented “Striving
for Excellence,” a company-wide
program to communicate and
reinforce these values among
all employees.

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

Amortization of Acquired Contract Liabilities
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

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 12
$ 3,407,929

$ 281,622
8%
155,955
77,138
$ 514,715*
15%
(26,684)
119,724
567,355
17%

$ 280,857*
8%

March 11
$2,905,348

$ 152,411
5%
82,066
79,559

$ 314,036**

11%
(29,214)
99,657
$ 384,479
13%

$ 149,899**

5.43*
(0.01)
5.41^

3.21**
(0.05)
3.16

51,873

47,488

March 10
$1,294,780

85,288
7%
41,167
28,826
$ 155,281
12%
—
54,418
$ 209,699
16%

67,762
5%

2.56
(0.53)
2.03

33,332

93,969

90,025

31,665

$ 698,402

$1,135,344
$ 733,380

$1,158,862
29,662
$1,129,200
1,793,369
$2,922,569
39%

36.21

12,602
270

$ 436,638

$1,056,711
$ 734,879

$1,312,004
39,328
$1,272,676
1,632,217
$2,904,893
44%

33.64

12,097
240

$ 487,411

$ 585,688
$ 328,694

$ 505,780
157,218
$ 348,562
860,686
$1,209,248
29%

25.81

5,991
216

* Includes $40.4 million of net curtailment gain ($26.1 milion after tax or $0.50 per diluted share) and $6.3 million of acquisition and integration expenses associated with the Vought acquisition ($4.0 million after tax

or $0.08 per diluted share).

** Includes $20.9 million of acquisition and integration expenses associated with the Vought acquisition ($15.7 million after tax or $0.33 per diluted share).
*** 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.

^ Difference due to rounding.

Sales

8
0
4

5
0
9

5
9
2
,
1

Cash Flow from
Operations*

9
4
3

7
7
2

0
7
1

EBITDA

Backlog

7
6
5

0
8
7

7
0
9

4
8
3

0
1
2

9
0
3
,
1

* Cash Flow from Operations in 2012 and 2011 was $349 and $277 million before pension contributions of $122 and $135 million, respectively.

Fellow Stockholders:

RICHARD C. ILL
Chairman and Chief Executive Officer

“Of all our achievements, I am

proudest of the performance of the

12,000 people who work at Triumph

companies, because it’s our

employees who live the ideals

that make Triumph ‘Different

by Design.’”

IN FISCAL 2012, Triumph delivered the best financial results in our
history. This was accomplished while integrating the operations
of a company nearly three times our previous size – at the same
time redefining our role and enhancing our profile in the
aerospace marketplace.

In addition, in April we announced leadership succession plans
in which I will remain as Chairman and Jeffry Frisby, currently
President and Chief Operating Officer, will become Triumph’s
CEO on July 19.

Jeff has served in his current role since July 2009. He joined
Triumph as President of Frisby Aerospace, Inc., when the
company was acquired by Triumph in 1998. In 2000, he was
named Group President of the Triumph Control Systems Group,
and was later named Group President of the Triumph Aerospace
Systems Group when it was formed in April 2003.

Jeff’s background and abilities exemplify the qualities that have
made Triumph successful through the years. As he assumes his
new responsibilities, I am confident that he and our entire
management team will lead Triumph to an even more
prosperous and profitable future.

As I near the end of my tenure as CEO, I believe it’s appropriate
to reflect on the principles that have guided Triumph’s growth
and the template they provide for our actions in the years
ahead. While the culture and philosophy of every successful
company must grow and evolve to meet the needs of a
constantly changing marketplace, there are certain ideas that
make Triumph unique.

Our management philosophy
We say we are “Designed to be Different” and “Built to Perform.”
That is certainly true. Since our inception we have followed a
unique, decentralized management philosophy that is
entrepreneurial, customer-focused, and value-driven at its very core.

Triumph is an acquisitions-oriented company, currently with
44 companies and 63 locations throughout the world. We protect
the integrity of each individual company, while providing all the
benefits of belonging to a large corporation. In return, each
individual company is accountable for achieving superior financial
results and contributing to the success of the larger organization.

The emphasis on accountability and attention to detail extends
to individual Triumph employees, who understand the direct
relationship between their actions and the success of Triumph
as a whole.

In many ways Triumph is a $3.4 billion small business. Our
companies retain the agility and flexibility to respond quickly to
the needs of our customers – all the while backed by the
resources of a large, financially strong corporation. At Triumph
we reject many of the trappings of size – avoiding bureaucracy
wherever possible. We carefully and frugally manage our costs –
knowing that every dollar of expense is a dollar subtracted from
our earnings.

When, in June 2010, Triumph acquired Vought Aircraft Industries
– an aerostructures company more than twice our size – many
thought that the Triumph operating philosophy would not survive
the merger. In fact, precisely the opposite was true. In fiscal
2012 we continued the process of restructuring our
aerostructures organization into discrete operating units – each
with its own management team accountable for its own financial
objectives. As with all Triumph companies, each unit will have
broad latitude and discretion to apply Triumph strategies in ways
that make sense for their own markets and customers.

We are on target to capture at least $50 million in annual
synergies from the acquisition, as we continue to consolidate
functions and/or explore opportunities to leverage our supply
chain by insourcing to heritage Triumph companies.

Enhanced capabilities
The greatest benefit of the acquisition, however, is Triumph’s
ability to participate at all levels of the aerospace supply chain –
from manufacturing a single part to producing integrated
structural assemblies.

Triumph is now a Tier I supplier with the ability to provide direct
support to the world’s prime aerospace manufacturers. However,
unlike our competitors, Triumph remains able to contribute
significant content as a Tier II or Tier III supplier in situations where
it may not be profitable or prudent to participate at Tier I. This is
why we refer to ourselves as a “Tier I capable” supplier.

Today Triumph offers what we believe is the broadest line of
products in the aerospace industry. This makes it possible to focus
our diverse capabilities to produce both aerostructures and the
systems and controls which allow them to function – all within the
Triumph organization.

We have the expertise required to manage complex projects from
design all the way through to production utilizing our own Triumph
project teams – creating working groups with the specialized talent
required to deliver whatever solutions our customers may require.
Our capabilities are comprehensive and extensive – ranging
from research and development to design, engineering, testing,
manufacturing, overhaul and repair, and supply chain management.
Triumph is able to provide a solution wherever we can meet a
customer need and earn a fair profit.

All Triumph companies are united behind “One Name”, delivering
“Many Solutions.” Our group marketing organizations represent all
of Triumph’s capabilities – providing our customers with a single
point of contact and a single source of supply.

Market outlook
This adaptability is especially important in today’s constantly
changing global marketplace. We are careful to maintain a
balanced mix of business – commercial and military, fixed wing
and rotorcraft – to avoid dependency on any one segment.

Triumph is well positioned to take advantage of increasing build
rates as growing global demand for air travel sustains a healthy
backlog of orders. While U.S. and European legacy carriers have
postponed new investment because of the challenging
economic environment, their fleets are aging and ultimately must
yield to the next generation of fuel efficient alternatives in order
to remain competitive.

The military market remains uncertain, as the United States eyes
significant spending cuts – even as it remains the preeminent
world power. However, the majority of Triumph’s military
contracts involve rotorcraft, tankers, freighters and UAVs –
platforms which will remain vital regardless of changes in policy
or priorities.

Prospects for regional and business jets markets are expected
to improve as the economy stabilizes and spending returns to
historical levels. As commercial carriers consolidate routes in
major cities, regional jets are expected to emerge as the most
cost-effective option to service smaller markets.

Triumph, however, has never allowed our performance
expectations to be driven by the unpredictable ups and downs
of the economy. We expect our companies to remain profitable
regardless of economic conditions, and our decentralized
structure provides company management with the freedom to
scale resources to demand in order to maintain profitability.

Indeed, since our inception, Triumph has achieved a record of
consistent growth in revenue, earnings and cash flow. While we
acquired significant debt in the Vought acquisition, as well as a
net unfunded pension liability, we are making excellent progress
in reducing these obligations. In fiscal 2012 we made cash
contributions of $121.9 million to the Vought pension plans.
Since the acquisition in 2010, we have reduced Vought’s
unfunded pension obligations by $285 million. In addition, we
are ahead of schedule in our commitment to repay $750 million
in debt by fiscal 2015.

Employees at Triumph Actuation Systems – Clemmons designed and painted
a mural in the cafeteria at Kimberley Park Elementary School in an ongoing
commitment to the school made through Triumph’s Wings Program.

Looking ahead
As we enter our 20th year, Triumph is stronger than ever, and
we owe this to a strategy which has remained constant since
our founding. It remains our strategy today:

To continually add products and services,

To expand operating capacity,

To acquire aggressively,

To market our complete portfolio of capabilities, and

To expand our international presence.

I look to the next generation of Triumph leadership to build on
the solid foundation we have created.

However, Triumph’s achievement is not the result of philosophies,
strategies and slogans, but rather the expertise and skill and
commitment of our people. Just as our companies are unfettered
by the constraints of bureaucracy and management lethargy, we
have provided our people with the freedom to learn and grow
and contribute to our common mission.

Today the majority of our employees work in the United States,
where the popular imagination holds that manufacturing is on the
decline. At Triumph, we strongly and vehemently disagree.
Triumph manages one of the most advanced, sophisticated and
productive manufacturing organizations on the globe – providing
precision parts and components to the most technologically
demanding industry the world has ever known.

Of all our achievements, I am proudest of the performance of
the 12,000 people who work at Triumph companies, because
it’s our employees who live the ideals that make Triumph
“Different by Design.” Together, they have created a work culture
which reflects our values of Integrity, Innovation, Quality and
Service, Flawless Execution and Commitment.

They demonstrated those values recently in the ongoing “Wings”
program developed by our incoming CEO, Jeff Frisby. The idea
was to demonstrate Triumph’s commitment to the cities and
towns where our employees live and work by organizing and
implementing a local community project.

In typical Triumph style, employees weren’t told what to do, but
were asked to create and invent their own projects. The results
far exceeded our expectations. They created outdoor learning
centers, assembled food packages for the poor, helped a
community recover from a tornado, organized a theft prevention
program, repaired playground equipment, and organized a
career opportunity day and plant tour for local disadvantaged
kids. They took the initiative to create ongoing projects with
lasting benefits.

Our employees exhibited the same entrepreneurial commitment
to their communities that Triumph demonstrates to our
customers each and every day. They demonstrated that
Triumph’s unique culture is strong and vibrant and ready for
whatever the future holds.

As I complete my tenure as CEO, I look forward to continuing as
Chairman and witnessing Triumph’s continued growth as a new
generation of leadership takes charge. I have great confidence in
Triumph’s future, and wish every success to Jeff Frisby, our
management team, and all our employees.

It’s been a privilege to lead the people of this fine organization –
a company Designed to be Different, Built to Perform, and
destined to prosper beyond our wildest expectations.

RICHARD C. ILL
Chairman and Chief Executive Officer

One name. Many solutions.

Triumph is unique in the global aerospace marketplace because of the ability of
Triumph companies to compete at all levels of the supply chain – as a Tier III
supplier of individual parts and components, as a Tier II supplier of subassemblies
and system components, and as a Tier I supplier of complex, integrated structures
and systems. Each Triumph company is sized and structured for a particular
manufacturing or service capability – providing both specialized expertise and high
productivity, while maintaining close customer relationships. This allows them to
respond to changing customer needs with speed and precision by suggesting and
implementing design and manufacturing process improvements. Today Triumph
provides products and services for virtually every major aerospace manufacturer
in the world.

<
<
<

systems
Triumph companies provide
highly specialized expertise in
gear, electro-mechanical,
hydraulic, thermal and propulsion
systems for fixed-wing aircraft
and rotorcraft.

<
<
<

integrated
structures
Triumph is a leader in the
delivery of complex integrated
aerostructures, ready for final
assembly at the prime
contractor’s facility. Triumph
can produce the entire structure
– from detailed design through
assembly – including the hydraulic,
electrical, environmental,
thermal and insulation systems
and components.

<
<
<

parts
Triumph companies produce
individual parts from a range of
metals and composites –
fabricated to exacting aerospace
tolerances utilizing state-of-the art
manufacturing technologies.

<
<
<

assemblies
Triumph companies deliver a wide
range of assemblies to our
customers – from small, metallic,
built-up structures and kits to
large, complex metallic and
composite assemblies. Whatever
the requirement, Triumph can
provide customized fabrication
and assembly capabilities to
deliver precision assemblies ready
for integration.

Providing comprehensive expertise, technology and service

Triumph has the ability to provide the level of service and support each customer
requires – ranging from build-to-print manufacturing ... through collaboration in
product and process development ... to outsourced design, engineering,
manufacturing and product support.
traditional role of subcontractor or key supplier. Triumph’s diverse and extensive
portfolio of capabilities – coupled with the flexibility and agility of the Triumph
business model – allows customers to work with us as an extension of their own
organizations, depending on Triumph as a trusted partner and business ally.

Customer relationships extend beyond the

<
<
<

design and
engineering
A complete range of design and
engineering disciplines and
program management processes
enable Triumph to perform and
document the analytical, testing
and development tasks required
to satisfy aircraft manufacturers
and regulatory requirements.
Triumph’s Knowledge-Based
Engineering (KBE) teams offer
certification-centered engineering
services as an independent
design and development source,
or as part of the customer’s
integrated product team.

<
<
<

research and
development
Triumph companies continuously
monitor emerging capabilities
and technologies and match
them to the needs of our
customers. Triumph’s R&D
programs provide expertise in
the use of advanced materials
and production methods to
improve performance, reduce
weight and noise, minimize
maintenance requirements and
increase efficiency.

<
<
<

manufacturing
Triumph can produce parts made
from nearly any material used in
the aerospace industry ranging
from small metallic clips and
brackets to complex composite
structures. Triumph’s
manufacturing capabilities include
precision machining, metal
fabrication and assembly, metal
finishing, composite systems and
assembly/systems integration.

<
<
<

testing and
certification
Triumph offers extensive
structures and system testing
capabilities that support
customers’ product development,
manufacturing and product
certification requirements.
Triumph operates independent
test facilities which meet the
requirements of the U.S. Air
Force, U.S. Navy, and U.S.
Federal Aviation Administration,
as well as facilities required for
classified U.S. Department of
Defense programs.

… and customer benefits no competitor can match

Triumph’s breadth of experience and capabilities makes it unique among aerospace
industry suppliers. Triumph’s $3.4 billion revenue provides the scale required to
make significant commitments to programs, technologies and manufacturing
capabilities. This carefully maintained financial strength enables Triumph companies
to make long-term investments with confidence in their ability to see them through.

supply chain
management

<
<
<

Triumph’s work scope often
includes the sourcing of materials,
components and assemblies
from other suppliers located
around the world. In addition to
providing turnkey assemblies to
customers, Triumph develops
and manages a supply base in
support of a specific product or
program. This ability to take
responsibility for all supply chain
management for customers
simplifies the start-up of
production.

<
<
<

overhaul
and repair
Triumph provides maintenance,
repair and overhaul services for
the products it produces, as well
as for an extensive array of other
manufacturers’ products,
including airframe and nacelle
structures, interiors, actuation
systems, cockpit controls and
instrumentation, auxiliary power
units, and engine components
and accessories, among others.

broad
experience

Triumph is experienced in all major
aircraft markets – commercial,
military, regional and business jets,
rotorcraft, and unmanned aerial
vehicles (UAVs).

<
<
<

global reach
Triumph supports companies
around the world – aggressively
expanding manufacturing and
service capabilities in Mexico,
Europe, China and Thailand.

<
<
<

aftermarket
services
Triumph companies provide
maintenance services including
component exchange, spares
stocking and management, repair
management and configuration
management – supporting both
aircraft operators and aircraft
maintenance providers. Triumph
also serves as an authorized
stocking distributor for a number
of aircraft instrumentation and
component original equipment
manufacturers.

ease of access
Customers may utilize the
services of a single Triumph
company, or work with project
teams representing multiple
Triumph companies and sites to
address complex requirements
and solutions. The size and
focus of individual businesses
enable customers to have direct
contact with the teams supporting
them. Triumph builds strong
relationships that last through the
entire product life cycle.

Aerostructures

Commercial aircraft fuselage panel with door in preparation for painting

Product and Services

• Integrated structures including wings,

• Engineering design, analysis and

fuselage panels, empennages, nacelles
and rotorcraft cabins

build packages

• Prototype structures
• Structural instrumentation and testing

• Machined parts and subassemblies
• Sheet metal parts and subassemblies
• Composite parts and subassemblies
• Metal surface treatments and finishing

The Aerostructures Group designs, manufactures, assembles

and integrates structural components made of metallic and

composite materials, including aircraft wings, fuselage sections,
tail assemblies, engine nacelles, and flight control surfaces, as
well as helicopter cabins.

Triumph Aerostructures At a Glance

ONE NAME. MANY SOLUTIONS.

Major Markets
as of March 31, 2012

52% Commercial

31% Military

15% Business Jets

1% Non-Aviation

1% Regional Jets

Locations

Triumph Aerospace Systems – Wichita
Triumph Aerostructures – Vought Aircraft Division

Dallas, Texas
Grand Prairie, Texas
Hawthorne, California

Milledgeville, Georgia
Nashville, Tennessee
Stuart, Florida

Triumph Composite Systems
Triumph Fabrications – Fort Worth
Triumph Fabrications – Hot Springs
Triumph Fabrications – San Diego

Triumph Fabrications – Shelbyville
Triumph Insulation Systems
Triumph Processing
Triumph Structures – East Texas
Triumph Structures – Everett
Triumph Structures – Kansas City
Triumph Structures – Long Island
Triumph Structures – Los Angeles
Triumph Structures – Wichita

Innovations and Capabilities

UAV wing in testing
Triumph has built and delivered
for testing the first wing for the
U.S. Navy’s Broad Area Maritime
Surveillance (BAMS) unmanned
aircraft system. BAMS is the U.S.
Navy version of the Global Hawk
UAV, and will be used to provide
continuous maritime surveillance
and communications. The
system is expected to enter
service in 2015.

Advanced composites
New technologies undergo a
rigorous testing and maturation
process before they can be used
in production. Recently Triumph’s
high temperature organic matrix
composites were transitioned into
production on the F135 Split Fan
Duct for the F-35 Fighter aircraft.
A range of promising new
technologies are being developed
by Triumph for both military and
commercial applications.

New manufacturing facility
As Triumph Aerostructures and
Bombardier continued joint
development of the high-speed
transonic wing for the Global
7000/8000 long-range business
jet, construction began on a
240,000 sq. ft. state-of-the-art
manufacturing facility in
Red Oak, Texas, where the
wing will be built.

<
<
<

Reducing costs
Triumph Aerostructures-Nashville
increased efficiency and reduced
costs by more than $1 million per
year in the production of wing
stringers and panels. The savings
are the result of improvements in
machine reliability, statistical
process control, and relentless
analysis and problem solving. For
example, innovative new tooling
for a large, 4-head stringer
machining mill both reduced
costs and increased throughput –
allowing Triumph to meet
increased customer build rates.

<
<
<

Boeing 777 deliveries
In fiscal 2012 Triumph delivered
the first ailerons and outboard
flaps for the Boeing 777 aircraft,
as the result of development and
qualification work begun in 2009.
The products are fabricated at
Triumph’s Milledgeville, GA,
composites facility and
assembled at Triumph’s Stuart,
FL, location. Shipment to Boeing
is now ongoing.

Aerospace Systems

CH-53K (Super Stallion) helicopter blade damper installed in a test rig

Products and Services

• Hydraulic, electro-mechanical and

mechanical systems
• Complex gear systems
• Electro-mechanical actuation and

motion control systems

• Cockpit controls

• UAV flight control computers
• Heat exchangers/thermal systems
• Propulsion system components
• Engineering, design, analysis and

• Complex prototype systems and

wind tunnel test hardware

• Systems engineering, integration,

instrumentation and testing

build packages

• Precision machined parts and assemblies

The Aerospace Systems Group designs, engineers,

manufactures and services advanced aerospace control

systems, including geared products, electro-mechanical
and hydraulic systems, actuation systems, thermal systems
and non-structural cockpit components.

Triumph Aerospace Systems At a Glance

ONE NAME. MANY SOLUTIONS.

Major Markets
as of March 31, 2012

37% Commercial

48% Military

5% Business Jets

7% Non-Aviation

3% Regional Jets

Locations

Triumph Actuation & Motion Control Systems – UK
Triumph Actuation Systems – Clemmons
Triumph Actuation Systems – Freeport
Triumph Actuation Systems – Connecticut
Triumph Actuation Systems – Valencia
Triumph Aerospace Systems – Newport News
Triumph Aerospace Systems – Seattle
Construction Brevetees d’Alfortville

Triumph Controls
Triumph Controls – Germany
Triumph Controls – UK
Triumph Fabrications – Phoenix
Triumph Fabrications – St. Louis
Triumph Gear Systems – Macomb
Triumph Gear Systems – Park City
Triumph Northwest
Triumph Thermal Systems

Innovations and Capabilities

Door actuation systems
Triumph is a leading supplier of
passenger and cargo door
actuation systems for major
aircraft manufacturers. Recently
Triumph designed, developed and
certified the complete cargo door
actuation system for a new
commercial aircraft program. This
included the design and execution
of full-scale qualification testing.
The integrated system includes
actuators, controls, valves, tubing,
a power pack and sensors.

<
<
<

Hydraulic systems
Triumph recently developed a
new engine-driven hydraulic
pump for service on the Apache
helicopter platform for the
U.S. military. Triumph offers
comprehensive design,
engineering, development,
testing and certification of
complete hydraulic systems
and components for all types
of aircraft.

<
<
<

Landing gear actuation
systems
Triumph maintains a leading
position in landing gear actuation,
with customers in all classes of
commercial and military aircraft.
The Aerospace Systems Group
recently designed, tested and
manufactured a complete landing
gear system for the ultra light
business jet segment. The
system combines capabilities in
the design and manufacture of
hydraulic actuators, system
controls, structure, mechanical
locks and braking components.

Gear systems
Triumph has a long history of
designing, certifying and
manufacturing gears, gear boxes
and transmissions for demanding,
high performance service
requirements. Triumph’s gear
systems companies were recently
selected to manufacture the
complete transmission for a new
helicopter program. The
transmission incorporates newly
developed gear technology
capable of long life in high power
applications.

<
<
<

Electro-mechanical actuation
systems
Triumph’s multi-axis motion
control systems include a variety
of qualified linear and rotary
actuators, position sensors and
control algorithms – advanced
capabilities which have resulted in
multiple new applications in UAV
and airship flight control systems.
The combination of hydraulic and
mechanical system capabilities
make Triumph a uniquely capable
partner.

Aftermarket Services

Commercial aircraft Auxiliary Power Unit mounted in a service stand for maintenance and repair

Products and Services

• Auxiliary power units
• Engine components
• Electrical power generation systems
• Engine accessories
• Environmental control systems

• Electrical systems
• Airframe and structures
•
•
•

Interiors
Instruments
Transmissions and gearboxes

• Hydraulic systems and components
• Pneumatic, oil, fuel and

heat transfer systems and components

• Rotables and spares

The Aftermarket Services Group provides third-party

Maintenance, Repair and Overhaul (MRO) services, as well as

replacement parts and inventory management services, for
the global commercial and military aviation industry, principally
airlines and air cargo carriers.

Triumph Aftermarket Services At a Glance

ONE NAME. MANY SOLUTIONS.

Major Markets
as of March 31, 2012

52% Commercial

32% Military

13% Business Jets

2% Non-Aviation

1% Regional Jets

Locations

Triumph Accessory Services – Grand Prairie
Triumph Accessory Services – Wellington
Triumph Air Repair
Triumph Airborne Structures

Triumph Aviation Services – Asia
Triumph Engines – Tempe
Triumph Instruments – Burbank
Triumph Instruments – Ft. Lauderdale
Triumph Interiors

Innovations and Capabilities

Air management and
pneumatic systems
Triumph companies repair and
refurbish air management and
pneumatic systems components
to customer and manufacturer
specifications. Capabilities include
high-pressure elements such as
starters and valves, as well as
complete air cycle units.

<<<

Composite structure repair
Triumph’s facilities in North
America and Asia specialize in
composite repair and provide
rapid, cost-effective service, as
well as component exchange
programs, to customers
worldwide. Triumph provides
repair and modification of flight
control surfaces, aircraft doors,
fuselage parts and nacelle
components – including inlets,
fan cowlings and thrust reversers.

<
<
<

Engine auxiliaries
Constant speed drives, integrated
drive generators, hydraulic
pumps, actuators and heat
exchangers are included in
Triumph’s overhaul, repair and
testing capabilities. Triumph
supports components installed on
commercial, regional and
business aircraft, as well as
rotorcraft and military aircraft.

<
<
<

Instruments
Triumph specializes in the
repair and overhaul of aircraft
instruments for major
commercial air transports,
freight carriers, regional airlines,
corporate business aircraft, and
helicopters. Troubleshooting,
installation, and the sale of new
avionics are available.

Gears and gearboxes
The precision manufacturing
expertise Triumph utilizes to
produce new gearboxes and
gears is also provided in the
aftermarket. Coupled with
extensive test facilities, Triumph
is able to provide complete
support services for the most
demanding requirements.

Interiors
The rapid and cost-effective turn
times required to support airline
fleets is provided by Triumph
Interiors. Triumph furnishes
refurbishment services for aircraft
interiors and manufactures
replacement components.

Company Directory

Triumph Locations

Triumph Accessory Services –

Triumph Actuation Systems –

Grand Prairie

Connecticut

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: 972-623-9328
Grand Prairie, Texas

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.
Jim Berberet, President
E-mail: jberberet@triumphgroup.com
Phone: 620-326-2235
Wellington, Kansas

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).
Mark McDonald, President
E-mail: mmcdonald@triumphgroup.com
Phone: 011 44 1244 550 0022
Buckley, United Kingdom

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

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 electro-mechanical
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 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

Triumph Aerospace Systems – Seattle
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.
Don Fowler, President
E-mail: dfowler@triumphgroup.com
Phone: 425-636-9000
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.
Jim Lee, President
E-mail: jlee@triumphgroup.com
Phone: 800-379-6840
Wichita, Kansas

Triumph Aerostructures –
Vought Aircraft Division

Designs and manufactures major airframe
structures such as wings, fuselage
subassemblies, empennages, nacelles and
other components for prime manufacturers
of aircraft.

Triumph Aerostructures –
Vought Commercial Division
Ron Muckley, President
E-mail: rmuckley@triumphgroup.com
Triumph Aerostructures –
Vought Integrated Programs Division
Jeff McRae, President
E-mail: jmcrae@triumphgroup.com

Phone: 972-946-2011
Dallas, Texas
Phone: 972-946-2011
Grand Prairie, Texas
Phone: 310-332-5469
Hawthorne, California
Phone: 478-454-4200
Milledgeville, Georgia
Phone: 615-361-2000
Nashville, Tennessee
Phone: 772-220-5301
Stuart, Florida

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 Air Repair
Repairs and overhauls auxiliary power units
(APUs) and related accessories; sells, leases
and exchanges APUs, related components
and other aircraft material.
Guy LaRosa, President
E-mail: gclarosa@triumphgroup.com
Phone: 602-437-1144
Phoenix, Arizona

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 Composite Systems
Designs and manufactures structural and
non-structural composites for the aviation
industry, including environmental control
systems ducting, floor panels, structural
thermoplastic clips/brackets as well as a
variety of composite interior components.
Tim Stevens, President
E-mail: tstevens@triumphgroup.com
Phone: 509-623-8100
Spokane, Washington

Construction Brevetees d’Alfortville
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 Controls
Designs and manufactures mechanical and
electro-mechanical control systems.
Bill 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.
Bill Bernardo, President
E-mail: bbernardo@triumphgroup.com
Phone: 011 49 205 69130
Heiligenhaus, Germany
Phone: 011 44 1268 270 195
Basildon, United Kingdom

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.
Guy LaRosa, President
E-mail: gclarosa@triumphgroup.com
Phone: 602-438-8760
Tempe, Arizona

Triumph Fabrications – Fort Worth
Manufactures metallic/composite bonded
components and assemblies.
Tony 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 and
performs chem-milling and other metal
finishing processes.
Tony Johnson, President
E-mail: tjohnson@triumphgroup.com
Phone: 501-321-9325
Hot Springs, Arkansas

Triumph Fabrications – Phoenix
Triumph Fabrications – San Diego
Produces complex welded and riveted sheet
metal assemblies for aerospace applications.
Components include exhaust systems,
ducting, doors, panels, control surfaces and
engine components.
Mark Gobin, President
E-mail: mgobin@triumphgroup.com
Phone: 619-440-2504
El Cajon, California
Phone: 480-639-1100
Chandler, Arizona

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.
George Bakker, President
E-mail: gbakker@triumphgroup.com
Phone: 317-398-6684
Shelbyville, Indiana

Triumph Fabrications – St. Louis
Provides maintenance and manufactured
solutions for aviation drive train, mechanical,
hydraulic and electrical hardware items
including gearboxes, cargo hooks and
vibration absorbers. Also, produces fabricated
textile items such as seat cushions and
sound insulation blankets for military rotary-
wing platforms.
Mike Morrow, President
E-mail: mmorrow@triumphgroup.com
Phone: 618-259-6089
East Alton, Illinois
Phone: 803-534-8555
Orangeburg, South Carolina

Triumph Gear Systems – Macomb
Triumph Gear Systems – Park City
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.
Dan Hennen, President
E-mail: dhennen@triumphgroup.com
Phone: 586-781-2800
Macomb, Michigan
Phone: 435-649-1900
Park City, Utah

Triumph Group – Mexico
Provides rough machining of gears, actuators
and structural components, as well as
assembly, fabrication, engineering and
composites to Triumph companies and
certain customers.
Ron Scruggs, President
E-mail: rscruggs@triumphgroup.com
Phone: 011 55 478 985 4311
Zacatecas, Mexico

Triumph Instruments – Burbank
Repairs and overhauls aircraft avionics,
electrical accessories, power systems and
instrumentation. Distributes and repairs
smoke detectors, multiple OEM avionic and
instrument components as well as industrial
instrumentation, controls, valves,
miscellaneous components and switches.
Installs, services and upgrades avionics.
Dennis Suedkamp, President
E-mail: dsuedkamp@triumphgroup.com
Phone: 620-326-2235
Burbank, California
Van Nuys, California

Triumph Instruments – Ft. Lauderdale
Specalizes in exchange, overhaul, and repair
of electronic, electro-mechanical, gyroscopic,
and pneumatic aircraft instruments, avionics,
and antennas.
Dave Vorsas, President
E-mail: dvorsas@triumphgroup.com
Phone: 954-772-4559
Fort Lauderdale, Florida

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 Holland, President
E-mail: sholland@triumphgroup.com
Phone: 949-250-4999
Hawthorne, California
Mexicali, Mexico
Beijing, China

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.
Bob McHugh, President
E-mail: rmchugh@triumphgroup.com
Phone: 412-788-4229
Oakdale, Pennsylvania
Phone: 972-623-3344
Grand Prairie, Texas
Phone: 770-997-1576
Atlanta, Georgia

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 industry.
Peter J. LaBarbera, President
E-mail: plabarbera@triumphgroup.com
Phone: 323-563-1338
Lynwood, California

Triumph San Antonio Support Center
Provides maintenance services for aircraft
ground support equipment.
Jim Berberet, President
E-mail: jberberet@triumphgroup.com
Phone: 210-932-6819
San Antonio, Texas

Triumph Structures – East Texas
Manufactures structural components
specializing in complex precision machining
primarily for commercial and military
aerospace programs.
Bryan Johnston, President
E-mail: bjohnston@triumphgroup.com
Phone: 903-983-1592
Kilgore, Texas

Triumph Structures – Everett
Precision machining of complex aluminum
and hard metal structural components and
subassemblies, serving commercial and mili-
tary aerospace customers, ranging in size
from a few inches to 120 feet long.
Gary Broda, President
E-mail: gbroda@triumphgroup.com
Phone: 425-438-7100
Everett, Washington
Phone: 714-674-3300
Brea, California

Triumph Structures – Kansas City
Manufactures precision machined parts and
mechanical assemblies for the 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.
Lanny Shirk, President
E-mail: lshirk@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 engine
and aircraft thermal transfer systems and
components.
Mike Giangiordano, President
E-mail: mgiangiordano@triumphgroup.com
Phone: 419-273-2511
Forest, Ohio

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 fiscal
year ended March 31, 2012.

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 2012 Annual
Report on Form 10-K. In addition, on
August 16, 2011, 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.

Corporate Officers & Directors

Shareholder Information

Triumph Group, Inc.
Corporate Headquarters
Triumph Group, Inc.
899 Cassatt Road
Suite 210
Berwyn, PA 19312
610-251-1000
www.triumphgroup.com

Annual Meeting
July 19, 2012 at 9:00 a.m.
Triumph Group, Inc.
899 Cassatt Road, Suite 210
Berwyn, PA 19312

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
Triumph Group, Inc.
899 Cassatt Road, Suite 210
Berwyn, PA 19312
610-251-1000

Fiscal 2012 Stock Prices
Per Common Share
$66.77
High
$39.84
Low
$62.66
Year

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
Computershare Investor Services
250 Royall Street
Canton, MA 02021

Within the U.S., Canada and Puerto
Rico: 800-622-6757
Outside the U.S., Canada and Puerto
Rico: 781-575-4735
TDD/TTY for hearing impaired:
800-952-9245

E-mail: web.queries@computershare.com
www.computershare.com/investor

Executive Officers

RICHARD C. ILL
Chairman and Chief Executive Officer

JEFFRY D. FRISBY
President and Chief Operating Officer

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

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

ELISABETH H. BARRETT
Vice President–Human Resources

R. JAMES CUDD
Vice President–Business Development

KEVIN E. KINDIG
Vice President and Controller

SHEILA G. SPAGNOLO
Vice President–Tax and Investor Relations

Vice Presidents

MICHAEL R. ABRAM, Vice President
MICHAEL PERHAY, Vice President
THOMAS E. POWERS, Vice President
DANNY N. SIMS, Vice President
MARYLOU B. THOMAS, Vice President

Directors

PAUL BOURGON
President, Aeroengine Division
SKF USA

ELMER L. DOTY
Senior Advisor
The Carlyle Group

RALPH E. EBERHART
Chairman and President
Armed Forces Benefit Association
General, U.S. Air Force (Retired)

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

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

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

ADAM J. PALMER
Managing Director
The Carlyle Group

JOSEPH M. SILVESTRI
Managing Partner
Court Square Capital

GEORGE SIMPSON
Chief Executive Officer
Marconi, PLC (Retired)

Triumph Group, Inc.

899 Cassatt Road
Suite 210
Berwyn, PA 19312

610-251-1000
www.triumphgroup.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________________________________________________________________

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended March 31, 2012
or

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)

899 Cassatt Road, Suite 210, Berwyn, Pennsylvania 19312
(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

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

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

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

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.

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 the

definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one)

Large accelerated filer

Accelerated filer

Non-accelerated filer
(Do not check if a
smaller reporting company)

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

As of September 30, 2011, the aggregate market value of the shares of Common Stock held by non-affiliates of the Registrant was approximately $2,341 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,
2011. 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 May 15, 2012 was 49,825,972.

____________________________________________________________________________
Documents Incorporated by Reference

Portions of the following document are incorporated herein by reference:

The Proxy Statement of Triumph Group, Inc. to be filed in connection with our 2012 Annual Meeting of Stockholders is incorporated in part in Part III hereof, as

specified herein.

Table of Contents

Item No.
PART I

Item 1.

Business

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

Item 2.

Item 3.

Properties

Legal Proceedings

Item 4. Mine Safety Disclosures

PART II

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

Securities

Item 6.

Selected Financial Data

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Item 9.

Financial Statements and Supplementary Data

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

PART IV

Item 15. Exhibits, Financial Statement Schedules

Page

106

109

110

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 a broad portfolio of aerostructures, aircraft components, accessories,
subassemblies and systems. We serve a broad, worldwide spectrum of the aviation industry, including original equipment
manufacturers, or OEMs, of commercial, regional, business and military aircraft and aircraft components, as well as
commercial and regional airlines and air cargo carriers.

In June 2010, we acquired Vought Aircraft Industries, Inc. ("Vought") from The Carlyle Group. The acquisition of Vought
established the Company as a leading global manufacturer of aerostructures for commercial, military and business jet aircraft.
Products include fuselages, wings, empennages, nacelles and helicopter cabins. Strategically, the acquisition of Vought
substantially increased our design capabilities and provides further diversification across customers and programs, as well as
exposure to new growth platforms. The acquired business is operating as Triumph Aerostructures—Vought Commercial
Division, Triumph Aerostructures—Vought Integrated Programs Division and Triumph Structures—Everett. The results of
Vought are included in the Company's Aerostructures Segment from the date of acquisition.

Products and Services

We offer a variety of products and services to the aerospace industry through three groups of operating segments:

(i) Triumph Aerostructures Group, whose companies' revenues are derived from the design, manufacture, assembly and
integration of metallic and composite aerostructures and structural components for the global aerospace original equipment
manufacturers, or OEM, market; (ii) Triumph Aerospace Systems Group, whose companies design, engineer and manufacture a
wide range of proprietary and build-to-print components, assemblies and systems also for the OEM market; and (iii) Triumph
Aftermarket Services Group, whose companies serve aircraft fleets, notably commercial airlines, the U.S. military and cargo
carriers, through the maintenance, repair and overhaul of aircraft components and accessories manufactured by third parties.

Our Aerostructures Group utilizes its capabilities to design, manufacture and build complete metallic and composite
aerostructures and structural components. 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. This group
services 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.

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

• Acoustic and thermal insulation systems

• Aircraft wings

• Composite and metal bonding

• Composite ducts and floor panels

• Empennages

• Engine nacelles

•

Flight control surfaces

Floor beams

•

Fuselage sections

• Helicopter cabins

•

Stretch-formed leading edges and fuselage skins

• Windows and window assemblies

• Wing spars and stringers

Our Aerospace Systems Group utilizes its capabilities to design and engineer mechanical, electromechanical, hydraulic and
hydromechanical control 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 services
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.

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

• Aircraft and engine mounted accessory drives

• Cargo hooks

• Cockpit control levers

• Control system valve bodies

• Exhaust nozzles and ducting

• Geared transmissions

• Heat exchangers

• High lift actuation

• Hydraulic systems and components

• Landing gear actuation systems

• Landing gear components and assemblies

• Main engine gear box assemblies

•

Secondary flight control systems

• Vibration absorbers

Our Aftermarket Services Group performs maintenance, repair and overhaul services ("MRO") and supplies spare parts of

various types of cockpit instruments, and gauges for the commercial and military aviation industry and primarily services the
world's airline and air cargo carrier customers. This group also designs, engineers, manufactures, repairs and overhauls
aftermarket aerospace gas turbines engine components, offers comprehensive MRO solutions, leasing packages, exchange
programs and parts and services to airline, air cargo and third-party overhaul facilities. We also continue to develop Federal
Aviation Administration, or FAA, approved Designated Engineering Representative, or DER, proprietary repair procedures for
the components we repair and overhaul, which range from detailed components to complex subsystems. Some specialties
include navigation, flight, and engine monitoring instruments as well as autopilots, voice and data recorders, smoke detection
systems and aircraft lighting. Companies in our Aftermarket Services Group repair and overhaul various components for the
aviation industry including:

• Air cycle machines

• APUs

• Cockpit instrumentation

• Constant speed drives

• Engine and airframe accessories

•

Flight control surfaces

Integrated drive generators

• Nacelles

• Remote sensors

• Thrust reversers

• Blades and vanes

• Cabin interior panes, shades, light lenses and other plastic components

• Combustors

•

Stators

• Transition ducts

•

Sidewalls

• Light assemblies

• Overhead bins

Certain financial information about our three segments can be found in Note 21 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 view our name and mark, as well as the Vought tradename, 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.

Operating Locations

We conduct our business through operating segments. The following chart describes the operations, customer base and

certain other information with respect to our principal operating locations at March 31, 2012:

Operation

Subsidiary

TRIUMPH AEROSTRUCTURES GROUP

Operating
Location

Business

Type of Customers

Triumph Aerospace
Systems—Wichita(1)

Triumph Aerospace
Systems—Wichita, Inc.

Wichita, KS

Commercial and
General Aviation
OEMs; General
Aviation Aftermarket.

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.

Number of
Employees

189

Operation

Subsidiary

Triumph
Aerostructures—
Vought Aircraft Division

Triumph
Aerostructures, LLC

Operating
Location

Dallas, TX
Grand Prairie, TX
Hawthorne, CA
Torrance, CA
Nashville, TN
Stuart, FL
Milledgeville, GA

Triumph Composite
Systems

Triumph Composite
Systems, Inc.

Spokane, WA

Triumph Fabrications—
Fort Worth(1)

Triumph Fabrications—
Fort Worth, Inc.

Fort Worth, TX

Triumph Fabrications—
Hot Springs

Triumph Fabrications—
Hot Springs, Inc.

Hot Springs, AR

Triumph Fabrications—
Shelbyville

The Triumph Group
Operations, Inc.

Shelbyville, IN

Triumph Fabrications—
San Diego(1)

Triumph Fabrications—
San Diego, Inc.

El Cajon, CA

Triumph Insulation
Systems

Triumph Insulation
Systems, LLC

Hawthorne, CA
Mexicali, Mexico
Beijing, China(2)

Triumph Processing

Triumph
Processing, Inc.

Lynwood, CA

Triumph Structures—
East Texas

Triumph Structures—
East Texas, Inc.

Kilgore, TX

Triumph Structures—
Everett

Triumph Structures—
Everett, Inc.

Everett, WA
Brea, CA

Number of
Employees

5,647

608

139

334

104

151

995

125

214

Business

Type of Customers

Commercial, General
Aviation and Military
OEMs.

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

Commercial, General
Aviation and Military
OEMs and Aftermarket.

Commercial, General
Aviation and Military
OEMs.

Commercial and
Military OEMs.

Commercial, General
Aviation, and Military
OEMs.

Commercial and
Military OEMs.

Commercial, General
Aviation and Military
OEMs.

Develops and
manufactures a wide
range of complex
aerostructures such as
aircraft fuselages, wing
and tail assemblies,
wing panels and skins,
engine nacelles, flight
control surfaces and
helicopter cabins.

Designs and
manufactures structural
and non-structural
composites for the
aviation industry,
including environmental
control systems ducting,
floor panels, structural
thermoplastic clips/
brackets as well as a
variety of composite
interior components.

Manufactures metallic/
composite bonded
components and
assemblies.

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

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

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

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

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

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

Precision machining of
complex aluminum and
hard metal structural
components and
subassemblies, serving
commercial and military
aerospace customers,
ranging in size from a
few inches to 120 feet
long.

Operation

Subsidiary

Triumph Structures—
Kansas City

Triumph Structures—
Kansas City, Inc.

Operating
Location

Grandview, MO

Triumph Structures—
Long Island

Triumph Structures—
Long Island, LLC

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 AEROSPACE SYSTEMS GROUP

Construction Brevetees
d'Alfortville

Construction Brevetees
d'Alfortville SAS

Alfortville, France

Triumph Actuation &
Motion Control Systems

Triumph Actuation &
Motion Control Systems
—UK, Ltd.

Buckley, UK

Triumph Actuation
Systems—Clemmons(1)
Triumph Actuation
Systems—Freeport

Triumph Actuation
Systems, LLC

Clemmons, NC
Freeport, NY

Triumph Actuation
Systems—Connecticut

Triumph Actuation
Systems—
Connecticut, LLC

Bloomfield, CT
East Lyme, CT
Bethel, CT

Number of
Employees

130

284

139

250

153

Business

Type of Customers

Commercial and
Military OEMs.

Commercial, General
Aviation and Military
OEMs.

Commercial and
Military OEMs.

Commercial and
Military OEMs, Ground
Transportation and
Marine OEMs.

Commercial, General
Aviation, and Military
OEMs.

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

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

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

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

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.

Manufactures
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").

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.

Operation

Subsidiary

Operating
Location

Triumph Actuation
Systems—Valencia(1)

Triumph Actuation
Systems—Valencia, Inc.

Valencia, CA

Triumph Aerospace
Systems—Newport
News

Triumph Aerospace
Systems—Newport
News, Inc.

Newport News, VA
San Diego, CA
Huntsville, AL

Triumph Aerospace
Systems—Seattle

Triumph Actuation
Systems—
Connecticut, LLC

Redmond, WA
Rochester, NY

Triumph Controls(1)

Triumph Controls, LLC North Wales, PA

Shelbyville, IN

Triumph Controls—
Germany
Triumph Controls—UK

Triumph Controls—
Germany, GmbH
Triumph Controls—
UK, Ltd.

Heiligenhaus, Germany
Basildon, UK

Triumph Fabrications—
St. Louis

Triumph Fabrications—
St. Louis, Inc.

East Alton, IL
Orangeburg, SC

Triumph Fabrications—
Phoenix

Triumph Engineered
Solutions, Inc.

Chandler, AZ

Triumph Gear Systems
—Park City(1)
Triumph Gear Systems
—Macomb(1)

Triumph Gear
Systems, Inc.
Triumph Gear Systems
—Macomb, Inc.

Park City, UT
Macomb, MI

Number of
Employees

190

119

111

149

443

Business

Type of Customers

Commercial, General
Aviation, and Military
OEMs.

Commercial and
Military OEMs;
Commercial and
Military Aftermarket.

Commercial, General
Aviation and Military
OEMs.

Commercial, General
Aviation and Military
OEMs and Aftermarket.

Commercial and
Military OEMs.

Commercial, General
Aviation and Military
Aftermarket.

Commercial, General
Aviation and Military
OEMs.

Commercial and
Military OEMs and
Aftermarket.

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

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
mechanical and
electromechanical
control systems.

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

Provides maintenance
and manufactured
solutions for aviation
drive train, mechanical,
hydraulic and electrical
hardware items
including gearboxes,
cargo hooks and
vibration absorbers.
Also, produces
fabricated textile items
such as seat cushions
and sound insulation
blankets for military
rotary-wing platforms.

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

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.

Operation

Subsidiary

Operating
Location

Business

Type of Customers

Number of
Employees

Triumph Northwest

The Triumph Group
Operations, Inc.

Albany, OR

Triumph Thermal
Systems(1)

Triumph Thermal
Systems, Inc.

Forest, OH

TRIUMPH AFTERMARKET SERVICES GROUP

Triumph Accessory
Services—Wellington(1)

The Triumph Group
Operations, Inc.

Wellington, KS

Triumph Accessory
Services—Grand Prairie
(1)

Triumph Accessory
Services—Grand
Prairie, Inc.

Grand Prairie, TX

Triumph Air Repair(1)

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

Military, Medical and
Electronic OEMs.

Commercial, General
Aviation and Military
OEMs.

Commercial, General
Aviation and Military
Aftermarket.

186

116

Commercial and
Military Aftermarket.

114

Commercial, General
Aviation and Military
Aftermarket.

Commercial
Aftermarket.

Commercial, General
Aviation and Military
Aftermarket.

100

201

128

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

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

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.

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.

Business

Type of Customers

Commercial, General
Aviation and Military
Aftermarket.

Number of
Employees

Operation

Subsidiary

Operating
Location

Triumph Instruments—
Burbank(1)

Triumph Instruments—
Burbank, Inc.

Burbank, CA
Van Nuys, CA

Triumph Instruments—
Ft. Lauderdale(1)

Triumph
Instruments, Inc.

Ft. Lauderdale, FL

Triumph Interiors(1)

Triumph Interiors, LLC Atlanta, GA

Oakdale, PA
Grand Prairie, TX

Triumph San Antonio
Support Center

The Triumph Group
Operations, Inc.

San Antonio, TX

Repairs and overhauls
aircraft avionics,
electrical accessories,
power systems and
instrumentation.
Distributes and repairs
smoke detectors,
multiple OEM avionic
and instrument
components as well as
industrial
instrumentation,
controls, valves,
miscellaneous
components and
switches. Install,
service and upgrade
avionics.

Specalizes in exchange,
overhaul, and repair of
electronic,
electromechanical,
gyroscopic, and
pneumatic aircraft
instruments, avionics,
and antennas.

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

Provides maintenance
services for aircraft
ground support
equipment.

Commercial, General
Aviation and Military
Aftermarket.

Commercial
Aftermarket.

191

Military Aftermarket.

CORPORATE AND OTHER

Triumph Group, Inc.

Berwyn, PA

Parent company

N/A

Triumph Group—
Mexico

Triumph Group—
Mexico, S. de R.L. de
C.V.

Zacatecas, Mexico

Commercial and
General Aviation OEMs

Provides rough
machining of gears,
actuations and structure
components, as well as
assembly, fabrications,
engineering and
composites to Triumph
companies and certain
customers.

105

208

(1)

(2)

Designates FAA-certified repair station.

Through an affiliate, Triumph Insulation Systems, LLC manages an 80% interest in a venture, operating in Beijing, China, with Beijing Kailan
Aviation Technology Co., Ltd., an unrelated party based in China.

Sales, Marketing and Engineering

While each of our operating companies maintains responsibility for selling and marketing its specific products, we have
developed two marketing teams at the group level who are focused on cross-selling our broad capabilities. One team supports
the Aerostructures and Aerospace Systems Groups and the other the Aftermarket Services Group. These teams are responsible
for selling 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 serve our customer's
changing needs and the current trends in some of the markets/geographic regions 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 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-price basis.
We generally sell to our other customers on a fixed-price, 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, 2012, our continuing operations had outstanding purchase orders representing an aggregate invoice price
of approximately $3,907 million, of which $3,185 million, $690 million and $32 million relate to the Aerostructures Group, the
Aerospace Systems Group and the Aftermarket Services Group, respectively. As of March 31, 2011, our continuing operations
had outstanding purchase orders representing an aggregate invoice price of approximately $3,780 million, of which $3,082
million, $664 million and $34 million relate to the Aerostructures Group, the Aerospace Systems Group and the Aftermarket
Services Group, respectively. Of the existing backlog of $3,907 million, approximately $596 million will not be shipped by
March 31, 2013.

Dependence on Significant Customer

For the fiscal years ended March 31, 2012, 2011 and 2010, the Boeing Company, or Boeing, represented approximately
47%, 45% and 30%, respectively, of our net sales, covering virtually every Boeing plant and product. A significant reduction in
sales to Boeing could have a material adverse impact on our financial position, results of operations, and cash flows.

United States and International Operations

Our revenues from continuing operations to customers in the United States for the fiscal years ended March 31, 2012, 2011

and 2010 were approximately $2,944 million, $2,511 million, and $1,039 million, respectively. Our revenues from our
continuing operations to customers in all other countries for the fiscal years ended March 31, 2012, 2011 and 2010 were
approximately $464 million, $395 million, and $256 million, respectively.

As of March 31, 2012 and 2011, our long-lived assets for continuing operations located in the United States were
approximately $3,046 million and $3,068 million, respectively. As of March 31, 2012 and 2011, our long-lived assets for
continuing operations located in all other countries were approximately $90 million and $96 million, respectively.

Competition

We compete primarily with Tier 1 and Tier 2 systems integrators and the 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 and integration activities while outsourcing more manufacturing, 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 of whom possess

greater financial and other resources than we have: OEMs, major commercial airlines, government support depots 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. Many governments maintain aircraft support depots in their military
organizations that maintain and repair the aircraft they operate. 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 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, 2012, we employed 12,602 persons, of whom 2,904 were management employees, 115 were sales and
marketing personnel, 682 were technical personnel, 759 were administrative personnel and 8,142 were production workers.

Several of our subsidiaries are parties to collective bargaining agreements with labor unions. Under those agreements, we

currently employ approximately 3,573 full-time employees. Currently, approximately 28% of our permanent employees are
represented by labor unions and approximately 64% 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, 2012, 2011 and

2010 is available in Note 2 of "Notes to Consolidated Financial Statements."

Executive Officers

Name

Richard C. Ill

Jeffry D. Frisby

M. David Kornblatt

John B. Wright, II

Kevin E. Kindig

Age

Position

68 Chairman and Chief Executive Officer

57 President and Chief Operating Officer

52 Executive Vice President, Chief Financial Officer and Treasurer

58 Vice President, General Counsel and Secretary

55 Vice President and Controller

Richard C. Ill was elected Chairman in July 2009, and had been our President and Chief Executive Officer and a director

since 1993. Mr. Ill continues to serve as Chief Executive Officer. Mr. Ill is a director of P.H. Glatfelter Company, Mohawk
Industries, Inc. and Baker Industries and a trustee of the Eisenhower Fellowships. Mr. Ill expects to retire as Chief Executive
Officer of the Company effective July 19, 2012, the date of the Company’s next regular board meeting and its annual meeting
of stockholders. Jeffry D. Frisby, currently President and Chief Operating Officer, is expected to assume the role of Chief
Executive Officer of Triumph Group at that time. Mr. Ill is expected to remain as Chairman.

Jeffry D. Frisby has been our President and Chief Operating Officer since July 2009. Mr. Frisby joined the Company in

1998 as President of Frisby Aerospace, Inc. upon its acquisition by Triumph. In 2000, Mr. Frisby was named Group President
of the Triumph Control Systems Group and was later named Group President of our Aerospace Systems Group upon its
formation in April, 2003. Mr. Frisby is expected to assume the role of Chief Executive Officer of Triumph effective July 19,
2012. Mr. Frisby serves on the Board of Directors of Quaker Chemical Corporation.

M. David Kornblatt became Executive Vice President in July 2009 and had been Senior Vice President and Chief Financial

Officer since June 2007. Mr. Kornblatt continues to serve as Chief Financial Officer. 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, LLP, where he practiced corporate and securities law.

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

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 derives from commercial aviation. Our operations have
been focused on designing, engineering, manufacturing, repairing and overhauling a broad portfolio of aerostructures, aircraft
components, accessories, subassemblies and systems. 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. We have credit exposure to a number of
commercial airlines, some of which have encountered financial difficulties. In addition, an increase in energy costs and the
price of fuel to the airlines, similar to that which occurred in 2008, could result in additional pressure on the operating costs of
airlines. The market for jet fuel is inherently volatile and is subject to, among other things, changes in government policy on jet
fuel production, fluctuations in the global supply of crude oil and disruptions in oil production or delivery caused by sudden
hostility in oil producing areas. Airlines are sometimes unable to pass on increases in fuel prices to customers by increasing
fares due to the competitive nature of the airline industry, and this compounds the pressure on operating costs. Other events of
general impact such as natural disasters, war, terrorist attacks against the industry or pandemic health crises may lead to
declines in the worldwide aerospace industry that could adversely affect our business and financial condition.

In addition, demand for our maintenance, repair and overhaul services is strongly correlated with worldwide flying activity.

A significant portion of the MRO activity required on commercial aircraft is mandated by government regulations that limit the
total time or number of flights that may elapse between scheduled MRO events. As a result, although short-term deferrals are
possible, MRO activity is ultimately required to continue to operate the aircraft in revenue-producing service. Therefore, over
the intermediate and long-term, trends in the MRO market are closely related to the size and utilization level of the worldwide
aircraft fleet, as reflected by the number of available seat miles, commonly referred to as ASMs, and cargo miles flown.
Consequently, conditions or events which contribute to declines in worldwide ASMs and cargo miles flown, such as those
mentioned above, could negatively impact our MRO business.

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

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 the military and defense
market depending upon the programs affected.

For the fiscal year ended March 31, 2012, approximately 32% of our net sales were derived from the military and defense
market, which includes primarily indirect sales to the U.S. Government. As a result, our exposure to the military and defense
market is significant.

The programs in which we participate must compete with other programs and policy imperatives for consideration during
the budget and appropriation process. Concerns about increased deficit spending, along with continued economic challenges,
continue to place pressure on U.S. and international customer budgets. While we believe that our programs are well aligned
with national defense and other priorities, shifts in domestic and international spending and tax policy, changes in security,
defense, and intelligence priorities, the affordability of our products and services, general economic conditions and
developments, and other factors may affect a decision to fund or the level of funding for existing or proposed programs.

During 2011, the U.S. Government was unable to reach agreement on budget reduction measures required by the Budget
Control Act of 2011 (the "Budget Act") passed by Congress. Unless Congress and the Administration take further action, the
Budget Act will trigger automatic reductions in both defense and discretionary spending in January 2013. While the impact of
sequestration is yet to be determined, automatic across-the-board cuts would approximately double the $487 billion top-line
reduction already reflected in the defense funding over a ten-year period, with a $52 billion reduction occurring in the
government’s fiscal year 2013. The resulting automatic across-the-board budget cuts in sequestration would have significant
adverse consequences for our business and industry. There would be disruption of ongoing programs and initiatives, facilities
closures and personnel reductions that would severely impact advanced manufacturing operations and engineering expertise,
and accelerate the loss of skills and knowledge, directly undermining a key provision of the new security strategy, which is to
preserve the industrial base.

We currently have agreements in place with Boeing for orders to support C-17 production through March 2014. Boeing
currently has confirmed orders with the U.S. Air Force, India and various other foreign governments to support production of
C-17 through 2014 at a rate of approximately 10 aircraft per year. We do not anticipate that the U.S. Air Force will support the
procurement of additional C-17 beyond those currently ordered. The President’s proposed fiscal 2013 budget does not include
funding for the procurement of new C-17 aircraft. Boeing has reported that there is interest for additional orders from India,
other foreign governments and other potential customers. However, there can be no assurance that these additional orders will
materialize. Our business could be adversely impacted if Boeing does not secure future orders from the U.S. Air Force,
Foreign Militaries or other customers. The loss of the C-17 program and the failure to win additional work to replace the C-17
program could materially reduce our cash flow and results of operations.

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' locations. 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.

We may fail to realize all of the expected benefits of the acquisition of Vought.

On June 16, 2010, we completed the acquisition of Vought. Vought was a company with revenues almost twice our
revenues prior to the acquisition and approximately as many employees. The acquisition of Vought is by far the largest
acquisition we have made. The success of the acquisition of Vought will depend, in part, on our ability to realize the
anticipated benefits from combining the businesses of Triumph and Vought. However, to realize these anticipated benefits, we
must successfully combine the businesses. If we are not able to achieve these objectives, or do not do so in a timely manner,
the anticipated benefits of the acquisition of Vought may not be realized fully or at all or may take longer to realize than
expected.

In addition, it is possible that the integration process could result in the loss of key employees, the disruption of each
company's ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability
to maintain relationships with customers, suppliers and employees or to achieve the anticipated benefits of the acquisition of
Vought. Integration efforts between the two companies will also divert management attention and resources and could have an
adverse effect on us during the transition period.

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, through 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 may
have a material impact on our business. Our ability to grow by acquisition is dependent upon, among other factors, the
availability of suitable acquisition candidates. Growth by acquisition involves risks that could adversely affect our operating
results, including difficulties in integrating the operations and personnel of acquired companies, the risk of diverting the
attention of senior management from our existing operations, 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, successfully integrate these acquired
businesses.

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

The Boeing Company, or Boeing Commercial, Military & Space, represented approximately 47% of our net sales for the

fiscal year ended March 31, 2012, covering virtually every Boeing plant and product. As a result, a significant reduction in
purchases by Boeing could have a material adverse impact on our financial position, results of operations, and cash flows. In
addition, some of our other group companies rely significantly on particular customers, the loss of which could have an adverse
effect on those businesses.

Future volatility in the financial markets may impede our ability to successfully access capital markets and ensure adequate
liquidity and may adversely affect our customers and suppliers.

Future turmoil in the capital markets may impede our ability to access the capital markets when we would like, or need, to
raise capital or restrict our ability to borrow money on favorable terms. Such market conditions could have an adverse impact
on our flexibility to react to changing economic and business conditions and on our ability to fund our operations and capital
expenditures in the future. In addition, interest rate fluctuations, financial market volatility or credit market disruptions may
also negatively affect our customers' and our suppliers' ability to obtain credit to finance their businesses on acceptable terms.
As a result, our customers' need for and ability to purchase our products or services may decrease, and our suppliers may
increase their prices, reduce their output or change their terms of sale. If our customers' or suppliers' operating and financial
performance deteriorates, or if they are unable to make scheduled payments or obtain credit, our customers may not be able to
pay, or may delay payment of, accounts receivable owed to us, and our suppliers may restrict credit or impose different
payment terms. Any inability of customers to pay us for our products and services or any demands by suppliers for different
payment terms may adversely affect our earnings and cash flow.

Our international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt
practices, the violation of which could adversely affect our operations.

We must comply with all applicable export control laws and regulations of the United States and other countries. United
States laws and regulations applicable to us include the Arms Export Control Act, the International Traffic in Arms Regulations
("ITAR"), the Export Administration Regulations ("EAR") and the trade sanctions laws and regulations administered by the
United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"). EAR restricts the export of dual-use
products and technical data to certain countries, while ITAR restricts the export of defense products, technical data and defense
services. The U.S. Government agencies responsible for administering EAR and ITAR have significant discretion in the
interpretation and enforcement of these regulations. We cannot provide services to certain countries subject to United States
trade sanctions unless we first obtain the necessary authorizations from OFAC. In addition, we are subject to the Foreign
Corrupt Practices Act which generally bars bribes or unreasonable gifts to foreign governments or officials.

Violations of these laws or regulations could result in significant additional sanctions, including fines, more onerous
compliance requirements, more extensive debarments from export privileges, loss of authorizations needed to conduct aspects
of our international business and criminal penalties and may harm our ability to enter into contracts with the U.S. government.
A future violation of ITAR or the other regulations enumerated above could materially adversely affect our business, financial
condition and results of operations.

Our expansion into international markets may increase credit, currency and other risks, and our current operations in
international markets expose us to such 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 operations in China, France, Germany, Mexico, Thailand and the United Kingdom, and customers throughout 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:

•

difficulty in enforcing agreements in some legal systems outside the United States;

imposition of additional withholding taxes or other taxes on our foreign income, tariffs or other restrictions on foreign
trade and investment, including currency exchange controls;

fluctuations in exchange rates which may affect demand for our products and services and may adversely affect our
profitability in U.S. dollars;

inability to obtain, maintain or enforce intellectual property rights;

changes in general economic and political conditions in the countries in which we operate;

unexpected adverse changes in the laws or regulatory requirements outside the United States, including those with
respect to environmental protection, export duties and quotas;

failure by our employees or agents to comply with U.S. laws affecting the activities of U.S. companies abroad;

difficulty with staffing and managing widespread operations; and

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 aerospace companies and product lines. 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, access to markets and conditions of markets,
availability under the Credit Facility and the Securitization Facility, each as defined below, and by particular restrictions
contained in the 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.

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. Our OEM competitors, which include Boeing, Airbus, Bell Helicopter,
Bombardier, Cessna, General Electric, Gulfstream, Honeywell, Lockheed Martin, Northrop Grumman, Raytheon, Rolls Royce
and Sikorsky, may choose not to outsource production of aerostructures or other components due to, among other things, their
own direct labor and overhead considerations, capacity utilization at their own facilities and desire to retain critical or core
skills. Consequently, traditional factors affecting competition, such as price and quality of service, may not be significant
determinants when OEMs decide whether to produce a part in-house or to outsource. We also face competition from non-OEM
component manufacturers, including Alenia Aeronautica, Fuji Heavy Industries, GKN Westland Aerospace (U.K.), Goodrich
Corp., Kawasaki Heavy Industries, Mitsubishi Heavy Industries, Spirit AeroSystems and Stork Aerospace. 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.

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.

The construction of aircraft is heavily regulated and failure to comply with applicable laws could reduce our sales or
require us to incur additional costs to achieve compliance, and 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, components and
aerostructures 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 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. 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 generate our 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 be lower than 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 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, as the
number of insurance companies providing general aviation product liability insurance coverage has decreased in recent years,
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. Additionally, the service of key members of the Vought management team and other personnel are expected to be
critical to ensure the smooth and timely integration of Vought's business into Triumph.

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, and we are subject to potentially significant fines or penalties, including criminal sanctions, if we fail to
comply with these requirements. In addition, we could be affected by future laws and regulations, including those imposed in
response to climate change concerns and other actions commonly referred to as "green initiatives." Compliance with current
and future environmental laws and regulations currently requires and is expected to continue to require significant operating
and capital costs.

Pursuant to certain environmental laws, a current or previous owner or operator of a contaminated site may be held liable

for the entire cost of investigation, removal or remediation of hazardous materials at such property, whether or not the owner or
operator knew of, or was responsible for, the presence of any hazardous materials. 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 or identified environmental contamination. Lawsuits, claims and costs
involving environmental matters are likely to continue to arise in the future. 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 third-party waste disposal sites. In some instances, we are 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 specified exclusions, deductibles and limitations on the survival period of the indemnity. We also maintain a pollution
liability policy that provides coverage, subject to specified limitations, for specified material liabilities associated with the
clean-up of certain 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. 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." Intellectual property litigation involves complex
legal and factual questions which makes the outcome of any such proceedings subject to considerable uncertainty. Not only
can such litigation divert management's attention, but it can also expose the Company to damages and potential injunctive relief
which, if granted, may preclude the Company from making, using or selling particular products or technology. The expense
and time associated with such litigation may have a material and adverse impact on our profitability.

We do not own certain intellectual property and tooling that is important to our business.

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.

Our business also depends on using certain intellectual property and tooling that we have rights to use pursuant to license

grants under our contracts with our OEM customers. These contracts contain restrictions on our use of the intellectual property
and tooling and may be terminated if we violate certain of these restrictions. Our loss of a contract with an OEM customer and
the related license rights to use an OEM's intellectual property or tooling would materially adversely affect our business.

Our fixed-price contracts may commit us to unfavorable terms.

For the fiscal year ended March 31, 2012, a significant portion of our net sales were derived from fixed-price contracts
under which we have agreed to provide components or aerostructures for a price determined on the date we entered into the
contract. Several factors may cause the costs we incur in fulfilling these contracts to vary substantially from our original
estimates, and we bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses on these
contracts. In a fixed-price contract, we must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the
costs we will incur in performing these contracts. Because our ability to terminate contracts is generally limited, we may not be
able to terminate our performance requirements under these contracts at all or without substantial liability and, therefore, in the
event we are sustaining reduced profits or losses, we could continue to sustain these reduced profits or losses for the duration of
the contract term. Our failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately or
control costs during performance of a fixed-price contract may reduce our profitability or cause significant losses.

Any significant disruption from key suppliers of raw materials and key components could delay production and decrease
revenue.

We are highly dependent on the availability of essential raw materials such as carbon fiber, aluminum and titanium, and
purchased engineered component parts from our suppliers, many of which are available only from single customer-approved
sources. Moreover, we are dependent upon the ability of our suppliers to provide raw materials and components that meet our
specifications, quality standards and delivery schedules. Our suppliers' failure to provide expected raw materials or component
parts could require us to identify and enter into contracts with alternate suppliers that are acceptable to both us and our
customers, which could result in significant delays, expenses, increased costs and management distraction and adversely affect
production schedules and contract profitability.

We have from time to time experienced limited interruptions of supply, and we may experience a significant interruption in

the future. Our continued supply of raw materials and component parts are subject to a number of risks including:

•

availability of capital to our suppliers;

the destruction of our suppliers' facilities or their distribution infrastructure;

a work stoppage or strike by our suppliers' employees;

the failure of our suppliers to provide raw materials or component parts of the requisite quality;

the failure of essential equipment at our suppliers' plants;

the failure or shortage of supply of raw materials to our suppliers;

contractual amendments and disputes with our suppliers; and

geopolitical conditions in the global supply base.

In addition, some contracts with our suppliers for raw materials, component parts and other goods are short-term contracts,
which are subject to termination on a relatively short-term basis. The prices of our raw materials and component parts fluctuate
depending on market conditions, and substantial increases in prices could increase our operating costs, which, as a result of our
fixed-price contracts, we may not be able to recoup through increases in the prices of our products.

Due to economic difficulty, we may face pressure to renegotiate agreements resulting in lower margins. Our suppliers may
discontinue provision of products to us at attractive prices or at all, and we may not be able to obtain such products in the future
from these or other providers on the scale and within the time periods we require. Furthermore, substitute raw materials or
component parts may not meet the strict specifications and quality standards we and our customers demand, or that the U.S.
Government requires. If we are not able to obtain key products on a timely basis and at an affordable cost, or we experience
significant delays or interruptions of their supply, revenues from sales of products that use these supplies will decrease.

Our operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt
production.

Our manufacturing facilities could be damaged or disrupted by a natural disaster, war, or terrorist activity. We maintain
property damage and business interruption insurance at the levels typical in our industry, however, a major catastrophe, such as
an earthquake, hurricane, flood, tornado or other natural disaster at any of our sites, or war or terrorist activities in any of the
areas where we conduct operations could result in a prolonged interruption of our business. Any disruption resulting from
these events could cause significant delays in shipments of products and the loss of sales and customers and we may not have
insurance to adequately compensate us for any of these events.

Significant consolidation by aerospace industry suppliers could adversely affect our business.

The aerospace industry has recently experienced consolidation among suppliers. Suppliers have consolidated and formed
alliances to broaden their product and integrated system offerings and achieve critical mass. This supplier consolidation is in
part attributable to aircraft manufacturers more frequently awarding long-term sole-source or preferred supplier contracts to the
most capable suppliers, thus reducing the total number of suppliers. This consolidation could cause us to compete against
certain competitors with greater financial resources, market penetration and purchasing power. When we purchase component
parts and services from suppliers to manufacture our products, consolidation reduces price competition between our suppliers,
which could diminish incentives for our suppliers to reduce prices. If this consolidation continues, our operating costs could
increase and it may become more difficult for us to be successful in obtaining new customers.

Due to the size and long-term nature of many of our contracts, we are required by GAAP to estimate sales and expenses
relating to these contracts in our financial statements, which may cause actual results to differ materially from those
estimated under different assumptions or conditions.

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States.
These principles require our management to make estimates and assumptions regarding our contracts that affect the reported
amounts of revenue and expenses during the reporting period. Contract accounting requires judgment relative to assessing
risks, estimating contract sales and costs, and making assumptions for schedule and technical issues. Due to the size and nature
of many of our contracts, the estimation of total sales and cost at completion is complicated and subject to many variables.
While we base our estimates on historical experience and on various assumptions that we believe to be reasonable under the
circumstances at the time made, actual results may differ materially from those estimated.

We may be subject to work stoppages at our facilities or those of our principal customers and suppliers, which could
seriously impact the profitability of our business.

At March 31, 2012, we employed 12,602 people, of which 28.4% belonged to unions. Our unionized workforces and

those of our customers and suppliers may experience work stoppages. For example, the International Association of
Machinists-represented employees at Vought's Nashville, Tennessee, plant engaged in a strike that continued for approximately
16 weeks during 2008 and 2009 (prior to our acquisition of Vought). A contingency plan was implemented that allowed
production to continue in Nashville during the course of that strike. Additionally, our union contract with Local 848 of the
United Auto Workers with employees at our Dallas and Grand Prairie, Texas, facilities expires in October 2013. If we are
unable to negotiate a new contract with that workforce, our operations may be disrupted and we may be prevented from
completing production and delivery of products from those facilities, which would negatively impact our results of operations.

Many aircraft manufacturers, airlines and aerospace suppliers have unionized workforces. Strikes, work stoppages or
slowdowns experienced by aircraft manufacturers, airlines or aerospace suppliers could reduce our customers' demand for our
products or prevent us from completing production. In turn, this may have a material adverse effect on our financial condition,
results of operations and cash flows.

Financial market conditions may adversely affect the benefit plan assets we have inherited from Vought, increase funding
requirements and materially impact our statements of financial position and cash flows.

The benefit plan assets we have inherited as a result of the acquisition of Vought are invested in a diversified portfolio of

investments in both the equity and debt categories, as well as limited investments in real estate and other alternative
investments. The current market values of all of these investments, as well as the related benefit plan liabilities are impacted by
the movements and volatility in the financial markets. In accordance with the Compensation—Retirement Benefits topic of the
Accounting Standards Codification (ASC), we have recognized the over-funded or under-funded status of a defined benefit
postretirement plan as an asset or liability in its balance sheet, and will recognize changes in that funded status in the year in
which the changes occur. The funded status is measured as the difference between the fair value of the plan's assets and the
projected benefit obligation. A decrease in the fair value of these plan assets or an increase in interest rates resulting from
movements in the financial markets will increase the under-funded status of the plans recorded in our statement of financial
position and result in additional cash funding requirements to meet the minimum required funding levels.

The U.S. Government is a significant customer of our largest customers, and we and they are subject to specific U.S.
Government contracting rules and regulations.

As a result of the acquisition of Vought, we have become a more significant provider of aerostructures to military aircraft

manufacturers. The military aircraft manufacturers' business, and by extension, our business, is affected by the U.S.
Government's continued commitment to programs under contract with our customers. The terms of defense contracts with the
U.S. Government generally permit the government to terminate contracts partially or completely, either for its convenience or if
we default by failing to perform under the contract. Termination for convenience provisions provide only for our recovery of
unrecovered costs incurred or committed, settlement expenses and profit on the work completed prior to termination.
Termination for default provisions provide for the contractor to be liable for excess costs incurred by the U.S. Government in
procuring undelivered items from another source. On contracts where the price is based on cost, the U.S. Government may
review our costs and performance, as well as our accounting and general business practices. Based on the results of such
audits, the U.S. Government may adjust our contract-related costs and fees, including allocated indirect costs. In addition,
under U.S. Government purchasing regulations, some of our costs, including most financing costs, portions of research and
development costs, and certain marketing expenses may not be subject to reimbursement.

We bear the potential risk that the U.S. Government may unilaterally suspend our customers or us from new contracts
pending the resolution of alleged violations of procurement laws or regulations. Sales to the U.S. Government are also subject
to changes in the government's procurement policies in advance of design completion. An unexpected termination of, or
suspension from, a significant government contract, a reduction in expenditures by the U.S. Government for aircraft using our
products, lower margins resulting from increasingly competitive procurement policies, a reduction in the volume of contracts
awarded to us, or substantial cost overruns could have a material adverse effect on our financial condition, results of operations
and cash flows.

We are subject to the requirements of the National Industrial Security Program Operating Manual for facility security
clearance, which is a prerequisite for our ability to perform on classified contracts for the U.S. Government.

A Department of Defense, or DoD, facility security clearance is required in order to be awarded and perform on classified
contracts for the DoD and certain other agencies of the U.S. Government, which is a significant part of our business. We have
obtained clearance at appropriate levels that require stringent qualifications, and it may be required to seek higher level
clearances in the future. We cannot assure you that we will be able to maintain our security clearance. If for some reason our
security clearance is invalidated or terminated, we may not be able to continue to perform our present classified contracts or be
able to enter into new classified contracts, which could affect our ability to compete for and capture new business.

We may be unable to effectively implement the Enterprise Resource Planning (ERP) system at Vought.

In May 2011, Vought "went live" with an ERP system. If this implementation is not managed effectively, it could continue

to cause disruption resulting in additional costs and it may delay our ability to obtain accurate financial information with
respect to the Vought business or obtain the information necessary to effectively manage the Vought business, which could have
a material adverse effect on our financial condition and results of operations.

Item 1B.

Unresolved Staff Comments

None.

Square
Footage

217,300

90,000

101,900

21,600

75,000

122,400

1,348,700

59,700

105,000

7,000

84,700

105,000

43,700

2,400

519,700

566,200

193,900

145,200

261,000

78,000

93,500

12,500

2,198,700

28,900

4,855,300

114,100

804,500

83,000

153,000

392,000

Owned/
Leased

Owned

Leased

Owned

Leased

Owned

Leased

Owned

Leased

Owned

Leased

Owned

Leased

Owned

Leased

Owned

Item 2.

Properties

As of March 31, 2012, we owned or leased the following facilities.

Location
TRIUMPH AEROSTRUCTURES GROUP

Description

Hot Springs, AR

Brea, CA

Chatsworth, CA

City of Industry, CA

El Cajon, CA

Hawthorne, CA

Lynwood, CA

San Diego, CA

Torrance, CA

Walnut, CA

Bejing, China

New Haven, CT

Stuart, FL

Milledgeville, GA

Shelbyville, IN

Wichita, KS

Mexicali, Mexico

Grandview, MO

Westbury, NY

Nashville, TN

Dallas, TX

Fort Worth, TX

Grand Prairie, TX

Kilgore, TX

Everett, WA

Spokane, WA

Manufacturing facility/office

Manufacturing facility

Manufacturing facility/office

Manufacturing facility

Manufacturing facility/office

Manufacturing facility

Processing and finishing facility/office

Office/warehouse/aerospace metal processing

Force measurement systems facility

Processing facility

Manufacturing facility/office

Engineering/manufacturing

Manufacturing facility

Manufacturing facility/assembly facility

Manufacturing facility/office

Aerospace metal processing
Manufacturing facility/assembly facility/
office
High-speed wind tunnel

Manufacturing facility/office

Manufacturing facility

Manufacturing facility/office

Manufacturing facility

Manufacturing facility/office

Location

Description

Square
Footage

Owned/
Leased

TRIUMPH AEROSPACE SYSTEMS GROUP

Chandler, AZ

Valencia, CA

Bethel, CT

Bloomfield, CT

East Lyme, CT

Alfortville, France

Heiligenhaus, Germany

East Alton, IL

Shelbyville, IN

Wichita, KS

Macomb, MI

Freeport, NY

Rochester, NY
Clemmons, NC

Forest, OH

Albany, OR

North Wales, PA

Orangeburg, SC

Basildon, UK

Buckley, UK

Park City, UT

Newport News, VA

Redmond, WA

Manufacturing facility/office

Office

Manufacturing facility/office

Machine shop/office

Manufacturing facility/office

Manufacturing facility/office/warehouse

Engineering office

Manufacturing facility/repair/office

Manufacturing facility/office

Machine shop/office

Manufacturing facility/office

Machine shop

Manufacturing facility/office

Engineering/manufacturing/office

Manufacturing facility/office

34,300

87,000

1,700

29,800

59,600

7,500

2,200

25,000

100,000

130,300

86,000

29,000

5,000
110,000

125,000

25,000

111,400

52,000

1,900

8,000

180,000

93,000

19,400

Leased

Owned

Leased

Owned

Leased

Owned

Leased
Owned

Owned

Leased

Owned

Leased

Location

Description

Square
Footage

Owned/
Leased

TRIUMPH AFTERMARKET SERVICES GROUP

Hot Springs, AR

Chandler, AZ

Phoenix, AZ

Tempe, AZ

Burbank, CA

Ft. Lauderdale, FL

Atlanta, GA

Wellington, KS

Oakdale, PA

Dallas, TX
Grand Prairie, TX

San Antonio, TX

Chonburi, Thailand

Machine shop/office

Thermal processing facility/office

Repair and overhaul shop/office

Repair and overhaul/office

Manufacturing facility/office

Machine shop

Instrument shop/warehouse/office

Manufacturing facility/office

Repair and overhaul/office

Production/warehouse/office

Production/office

Repair and overhaul shop/office

Repair and overhaul/office

Repair and overhaul shop/office

219,700

15,000

50,000

24,800

13,500

9,300

32,000

23,000

11,700

32,000

65,000

68,000

28,600
60,000

30,000

85,000

Owned

Leased

Owned

Leased

Leased
Leased

Leased

Owned

CORPORATE AND OTHER

Berwyn, PA

Zacatecas, Mexico

Office

Manufacturing facility/office

17,000

270,000

Leased

Owned

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.

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 7, 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
24

reversed as to the other two counts. (The government thereafter dismissed the two counts of the most recent indictment similar
to the two counts restored by the appellate court.) Thus, there are seven charges against the engineers remaining pending under
the second superseding indictment in addition to the one count remaining in the most recent indictment. On September 10,
2009, upon agreement of the government and the defendant engineers, the trial court entered an order continuing the case until
after the trial in the civil case filed by Eaton and staying all proceedings except the issuance of orders related to previously filed
motions and the parties' compliance with ongoing discovery obligations. The trial court has since disposed of all pending
motions. On April 25, 2012, the trial court lifted the stay and set the matter for trial in October 2012.

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 was reassigned to 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 was thereafter suspended from the bench and indicted by a federal grand jury
sitting in the Northern District of Mississippi. On July 30, 2009, Judge DeLaughter pled guilty to a count of obstruction of
justice contained in the indictment and, on November 13, 2009, was sentenced to 18 months in federal prison.

Triumph Actuation Systems filed other motions relating to this alleged inappropriate relationship with Mr. Peters,

including a motion for sanctions. Judge Yerger 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.

On December 22, 2010, the court entered a final order dismissing with prejudice all of the claims that had been asserted by
Eaton. The order of dismissal fully ended the litigation of claims by Eaton in the Circuit Court. On December 28, 2010, Eaton
filed a notice of appeal to the Mississippi Supreme Court appealing the order of dismissal and other matters.

On December 28, 2010, Triumph, Triumph Actuation Systems and the engineer defendants filed a motion for leave to

amend the counterclaims which remained pending to include causes of action based on the Eaton misconduct that led to the
dismissal of their claims. Judge Yerger retired from the bench on December 31, 2010, and the matter was reassigned to Judge
Jeffrey Weill. On March 14, 2011, Judge Weill granted to the motion for leave to amend the counterclaims. The amended
counterclaims were filed on March 18, 2011. In addition, on February 1, 2011, Triumph Actuation Systems filed a complaint in
the District Court for the Middle District of North Carolina against Eaton Corporation and several of its subsidiaries alleging
three counts of antitrust violations under the Sherman Act based on the various actions and misconduct of Eaton and its
subsidiaries in the Mississippi state court litigation.

On April 18, 2012, in the course of a hearing in the proceedings remaining before Judge Weill in the civil case, Eaton
produced several e-mails that were responsive to discovery requests propounded in the investigation of the involvement of Mr.
Peters which should have been produced several years earlier. The appearance of the e-mails has led to the suspension of
Eaton's appeal in the Mississippi Supreme Court and caused Judge Weill to issue an order on May 10, 2012 directing Eaton's
counsel (both inside and outside) and its Chairman and CEO, Alexander M. Cutler, to produce within seven days all remaining
relevant documents, accompanied by sworn affidavits explaining the failure to produce the documents earlier and suggesting
appropriate sanctions against Eaton and its counsel for the failure.

Given the fact of Eaton's appeal of the dismissal of its claims, 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 dismissal of Eaton's claims on appeal and to vigorously prosecute the counterclaims brought by Triumph Actuation
Systems.

In addition to the foregoing, in the ordinary course of our business, we are 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.

Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases 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 2011

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Fiscal 2012

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

High

Low

40.94

40.73

46.28

48.65

50.47

54.82

60.90

66.77

30.19

31.85

37.00

41.02

39.84

42.78

43.92

58.16

On May 15, 2012, the reported closing price for our Common Stock was $62.83. As of May 15, 2012, there were

approximately 128 holders of record of our Common Stock and we believe that our Common Stock was beneficially owned by
approximately 30,000 persons.

Dividend Policy

During fiscal 2012 and 2011, we paid cash dividends of $0.14 per share and $0.08 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 23, 2012, 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, 2012 to stockholders of record as of June 1, 2012.

Repurchases of Stock

The following summarizes repurchases made pursuant to the Company's share repurchase plan during the three years
ended March 31, 2012. 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,
2012, we have repurchased a total of 499,200 shares (prior to fiscal 2012 stock split) for a total purchase price of $19.2 million.
As a result, as of May 15, 2012, 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.

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

April 1, 2009 - March 31, 2012

—

N/A

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 2012 Annual Meeting of Stockholders to be held on July 19, 2012, under the heading "Equity
Compensation Plan Information" and is incorporated herein by reference.

The following graph compares the cumulative 5-year total return provided stockholders 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
March 31, 2007 and its relative performance is tracked through March 31, 2012.

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

* $100 invested on March 31, 2007 in stock or index, including reinvestment of dividends. Fiscal year ended March 31.

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

3/07
100.00
100.00
100.00

3/08
103.11
87.00
105.11

3/09
69.45
54.37
61.14

3/10
127.88
88.50
104.51

3/11
161.72
111.32
115.55

3/12
229.72
111.12
120.78

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

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.

Operating Data:

Net sales

Cost of sales

Selling, general and administrative expense

Depreciation and amortization

Curtailment gain, net

Acquisition and integration expenses

Operating income

Interest expense and other

Gain on early extinguishment of debt

Income from continuing operations, before income taxes

Income tax expense

Income from continuing operations

Loss from discontinued operations

Net income

Earnings per share:

Income from continuing operations:

Basic

Diluted(7)

Cash dividends declared per share

Shares used in computing earnings per share:

Fiscal Years Ended March 31,

2012(1)

2011(2)

2010(3)

2009(4)

2008(5)(6)

(in thousands, except per share data)

3,407,929

2,905,348

1,294,780

1,240,378

1,151,090

2,564,995

2,231,864

842,934

242,553

119,724

(40,400)

6,342

514,715

77,138

—

437,577

155,955

281,622

673,484

238,889

99,657

—

20,902

314,036

79,559

—

234,477

82,066

152,411

927,211

367,569

157,870

54,418

—

155,281

28,865

(39)

126,455

41,167

85,288

(765)

(2,512)

(17,526)

877,744

362,634

162,109

48,611

—

151,914

16,929

(880)

822,288

328,802

159,262

43,215

—

126,325

19,942

—

135,865

106,383

43,124

92,741

(4,745)

34,748

71,635

(8,468)

280,857

149,899

67,762

87,996

63,167

5.77

5.43

0.14

3.39

3.21

0.08

2.59

2.56

0.08

2.83

2.80

0.08

2.17

2.04

0.08

32,994

35,080

Basic

Diluted(7)

48,821

51,873

45,006

47,488

32,918

33,332

32,768

33,168

Balance Sheet Data:

Working capital

Total assets

Long-term debt, including current portion

Total stockholders' equity

2012(1)

2011(2)

2010(3)

2009(4)

2008(5)(6)

As of March 31,

(in thousands)

698,402

436,638

487,411

372,159

416,842

4,554,757

1,158,862

4,477,234

1,312,004

1,692,578

1,591,207

1,412,760

505,780

459,396

395,981

1,793,369

1,632,217

860,686

788,563

706,436

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Includes the acquisition of Aviation Network Services, LLC. (October 2011) from the date of acquisition. See Note 3 to the Consolidated Financial
Statements.

Includes the acquisition of Vought Aircraft Industries, Inc. (June 2010) from the date of acquisition. See Note 3 to the Consolidated Financial
Statements.

Includes the acquisition of DCL Avionics, Inc. (January 2010) and Fabritech, Inc. (March 2010) from the date of each respective acquisition. See
Note 3 to the Consolidated Financial Statements.

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 each respective acquisition (March 2009).

Includes the acquisition of the assets and business of B. & R. Machine & Tool Corp. from the date of acquisition (February 2008).

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. See Note 4 to the Consolidated Financial Statements.

Diluted earnings per share for the fiscal years ended March 31, 2012, 2011 and 2008, included 2,606,189, 2,040,896 and 1,554,118 shares,
respectively, related to the dilutive effects of the Company's Convertible Notes.

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 three operating segments: (i) Triumph Aerostructures Group,

whose companies' revenues are derived from the design, manufacture, assembly and integration of metallic and composite
aerostructures and structural components for the global aerospace original equipment manufacturers, or OEM, market;
(ii) Triumph Aerospace Systems Group, whose companies design, engineer and manufacture a wide range of proprietary and
build-to-print components, assemblies and systems also for the OEM market; and (iii) 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.

On June 16, 2010, we acquired Vought Aircraft Industries, Inc. ("Vought") from The Carlyle Group. The acquisition of
Vought establishes the Company as a leading global manufacturer of aerostructures for commercial, military and business jet
aircraft. Products include fuselages, wings, empennages, nacelles and helicopter cabins. Strategically, the acquisition of Vought
substantially increased our design capabilities and provided further diversification across customers and programs, as well as
exposure to new growth platforms. The acquired business is operating as Triumph Aerostructures—Vought Commercial
Division and Triumph Aerostructures—Vought Integrated Programs Division. The Company's consolidated financial
statements include Vought's results of operations and cash flows from June 16, 2010.

Financial highlights for the fiscal year ended March 31, 2012 include:

• Net sales for fiscal 2012 increased 17.3% to $3.41 billion, including a 6.6% increase due to organic growth.

• Operating income in fiscal 2012 increased 63.9% to $514.7 million, which included a $40.4 million increase due to a

net curtailment gain resulting from amendments to defined benefit plans, partially offset by $6.3 million of acquisition
and integration expenses associated with the fiscal year 2011 acquisition of Vought.

• Net income for fiscal 2012 increased 87.4% to $280.9 million.

• Backlog increased 3.4% over the prior year to $3.91 billion.

For the fiscal year ended March 31, 2012, net sales totaled $3.41 billion, a 17.3% increase from fiscal year 2011 net sales

of $2.91 billion. Net income for fiscal year 2012 increased 87.4% to $280.9 million, or $5.41 per diluted common share,
versus $149.9 million, or $3.16 per diluted common share, for fiscal year 2011. As discussed in further detail below under
"Results of Operations," the increase in net income is attributable to contribution from the acquisition of Vought for the full
year, a $40.4 million curtailment gain, net of special termination benefits resulting from amendments to certain defined benefit
pension plans, and organic growth. Also, the prior year included the acquisition and integration expenses and additional
interest expense associated with the financing of the acquisition of Vought.

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, 2012, we generated $227.8 million of cash flows from operating activities,
used $69.8 million in investing activities and used $166.3 million from financing activities. Cash flows from operating
activities in fiscal year 2012 included $122.2 million in pension contributions.

We continue to remain focused on growing our core businesses as well as growing through strategic acquisitions. Our
organic sales increased in fiscal 2012 due to continuing improvement to the overall economy, increased build rates by Boeing
and Airbus, increased passenger and freight traffic from previously depressed levels and less airline inventory de-stocking. Our
Company has an aggressive but selective acquisition approach that adds capabilities and increases our capacity for strong and
consistent internal growth.

The Budget Act, which became law in August 2011, has two primary parts. The first mandates a $487 billion reduction to

previously planned defense spending over the next decade. The second part is a sequester mechanism that would impose an
additional $500 billion of cuts on defense funding between the government's fiscal year 2013 (ending September 30) and fiscal
year 2021 if Congress does not identify a means to reduce the U.S. deficit by $1.2 trillion. As of May 25, 2012, Congress has
not identified these required savings. If Congress does not identify the required reduction, defense spending would likely
sustain further cuts. For fiscal year 2013, the President has requested total defense funding of $525 billion, including $168
billion for investment accounts. In accordance with the first part of the Budget Act, the DoD’s five-year spending plan
submitted with the fiscal year 2013 funding request incorporates $259 billion of cuts when compared with the previous five-
year plan. However, the spending plan does not include the impact of sequestration, the second part of the Budget Act. Due to
the planned reductions in defense spending under the Budget Act, we expect the declining trend in the military end market to

continue.

In fiscal 2012, our wholly-owned subsidiary, Triumph Interiors, LLC, acquired the assets of Aviation Network Services,

LLC ("ANS"), a leading provider of repair and refurbishment of aircraft interiors primarily for commercial airlines. ANS
provides Triumph Interiors, LLC with additional capacity and expanded product offerings, such as the repair and refurbishment
of passenger service units and other interior products. The results of Triumph Interiors, LLC continue to be included in the
Company's Aftermarket Services segment. This acquisition did not have a material impact on the fiscal 2012 results of
operations.

In fiscal 2012, we began efforts to establish a new facility in Red Oak, Texas to expand our capacity, particularly under the

Bombardier Global 7000/8000 program. As of March 31, 2012, we have incurred approximately $9.0 million in capital
expenditures.

In fiscal 2010, we began efforts to establish a new manufacturing facility in Zacatecas, Mexico to complement our existing

manufacturing sites. Our expansion is expected to allow us to better manage our production costs in a competitive global
market and to effectively increase capacity at our existing domestic plants and involve a significant number of our operating
companies and a wide range of capabilities and technologies. As of March 31, 2012, we have incurred approximately
$32.5 million in capital expenditures in Zacatecas.

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.

Non-GAAP Financial Measures

We prepare and publicly release quarterly unaudited financial statements prepared in accordance with GAAP. In

accordance with Securities and Exchange Commission (the "SEC") guidance on Compliance and Disclosure Interpretations, we
also disclose and discuss certain non-GAAP financial measures in our public releases. Currently, the non-GAAP financial
measure that we disclose is EBITDA, which is our income from continuing operations before interest, income taxes,
amortization of acquired contract liabilities, curtailment gains (losses), depreciation and amortization, and Adjusted EBITDA,
which is EBITDA adjusted for acquisition-related costs associated with the acquisition of Vought. We disclose EBITDA and
Adjusted EBITDA on a consolidated and a reportable segment basis in our earnings releases, investor conference calls and
filings with the SEC. The non-GAAP financial measures that we use may not be comparable to similarly titled measures
reported by other companies. Also, in the future, we may disclose different non-GAAP financial measures in order to help our
investors more meaningfully evaluate and compare our future results of operations to our previously reported results of
operations.

We view EBITDA as an operating performance measure and, as such, we believe that the GAAP financial measure most

directly comparable to it is income from continuing operations. In calculating EBITDA, we exclude from income from
continuing operations the financial items that we believe should be separately identified to provide additional analysis of the
financial components of the day-to-day operation of our business. We have outlined below the type and scope of these
exclusions and the material limitations on the use of these non-GAAP financial measures as a result of these exclusions.
EBITDA is not a measurement of financial performance under GAAP and should not be considered as a measure of liquidity, as
an alternative to net income (loss), income from continuing operations, or as an indicator of any other measure of performance
derived in accordance with GAAP. Investors and potential investors in our securities should not rely on EBITDA as a
substitute for any GAAP financial measure, including net income (loss) or income from continuing operations. In addition, we
urge investors and potential investors in our securities to carefully review the reconciliation of EBITDA to income from
continuing operations set forth below, in our earnings releases and in other filings with the SEC and to carefully review the
GAAP financial information included as part of our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K
that are filed with the SEC, as well as our quarterly earnings releases, and compare the GAAP financial information with our
EBITDA.

EBITDA is used by management to internally measure our operating and management performance and by investors as a
supplemental financial measure to evaluate the performance of our business that, when viewed with our GAAP results and the
accompanying reconciliation, we believe provides additional information that is useful to gain an understanding of the factors
and trends affecting our business. We have spent more than 15 years expanding our product and service capabilities partially
through acquisitions of complementary businesses. Due to the expansion of our operations, which included acquisitions, our
income from continuing operations has included significant charges for depreciation and amortization. EBITDA excludes these
charges and provides meaningful information about the operating performance of our business, apart from charges for
depreciation and amortization. We believe the disclosure of EBITDA helps investors meaningfully evaluate and compare our
performance from quarter to quarter and from year to year. We also believe EBITDA is a measure of our ongoing operating

performance because the isolation of non-cash charges, such as depreciation and amortization, and non-operating items, such as
interest and income taxes, provides additional information about our cost structure, and, over time, helps track our operating
progress. In addition, investors, securities analysts and others have regularly relied on EBITDA to provide a financial measure
by which to compare our operating performance against that of other companies in our industry.

Set forth below are descriptions of the financial items that have been excluded from our income from continuing
operations to calculate EBITDA and the material limitations associated with using this non-GAAP financial measure as
compared to income from continuing operations:

• Curtailment gains (losses) may be useful for investors to consider because it represents the current period impact of
the change in the defined benefit obligation due to the reduction in future service costs. We do not believe these
earnings necessarily reflect the current and ongoing cash earnings related to our operations.

• Amortization of acquired contract liabilities may be useful for investors to consider because it represents the non-cash
earnings on the fair value of off market contracts acquired through the acquisition of Vought. We do not believe these
earnings necessarily reflect the current and ongoing cash earnings related to our operations.

• Amortization expense may be useful for investors to consider because it represents the estimated attrition of our

acquired customer base and the diminishing value of product rights and licenses. We do not believe these charges
necessarily reflect the current and ongoing cash charges related to our operating cost structure.

• Depreciation may be useful for investors to consider because it generally represents the wear and tear on our property
and equipment used in our operations. We do not believe these charges necessarily reflect the current and ongoing
cash charges related to our operating cost structure.

• The amount of interest expense and other we incur may be useful for investors to consider and may result in current

cash inflows or outflows. However, we do not consider the amount of interest expense and other to be a representative
component of the day-to-day operating performance of our business.

•

Income tax expense may be useful for investors to consider because it generally represents the taxes which may be
payable for the period and the change in deferred income taxes during the period and may reduce the amount of funds
otherwise available for use in our business. However, we do not consider the amount of income tax expense to be a
representative component of the day-to-day operating performance of our business.

Management compensates for the above-described limitations of using non-GAAP measures by using a non-GAAP
measure only to supplement our GAAP results and to provide additional information that is useful to gain an understanding of
the factors and trends affecting our business.

The following table shows our EBITDA and Adjusted EBITDA reconciled to our income from continuing operations for

the indicated periods (in thousands):

Income from continuing operations

Amortization of acquired contract liability
Depreciation and amortization

Curtailment gain, net

Interest expense and other

Gain on early extinguishment of debt

Income tax expense

EBITDA

Acquisition and integration expenses

Adjusted EBITDA

Fiscal year ended March 31,

2012

2011

2010

$ 281,622
(26,684)
119,724
(40,400)
77,138

—

155,955

567,355

6,342

$ 152,411
(29,214)
99,657

—

79,559

—

82,066

384,479

20,902

85,288

—
54,418

—

28,865
(39)
41,167

209,699

—

$ 573,697

$ 405,381

$ 209,699

The following tables show our EBITDA by reportable segment reconciled to our operating income for the indicated

periods (in thousands):

Fiscal year ended March 31, 2012

Total

Aerostructures

Aerospace
Systems

Aftermarket
Services

Corporate/
Eliminations

Operating income

Curtailment gain, net

Amortization of acquired contract liability

Depreciation and amortization

514,715

403,414

90,035

31,859

(40,400)

(26,684)

119,724

—
(26,684)
89,113

—

17,363

9,487

EBITDA

567,355

465,843

107,398

41,346

(10,593)
(40,400)
—

3,761
(47,232)

Fiscal year ended March 31, 2011

Total

Aerostructures

Aerospace
Systems

Aftermarket
Services

Corporate/
Eliminations

Operating income

314,036

75,292

28,774

Amortization of acquired contract liability

Depreciation and amortization
EBITDA

Operating income

Depreciation and amortization

EBITDA

(29,214)

99,657
384,479

267,783
(29,214)
69,451
308,020

—

17,183
92,475

—

11,101
39,875

Fiscal year ended March 31, 2010

Total

Aerostructures

155,281

54,418

209,699

102,271

24,025

126,296

Aerospace
Systems

Aftermarket
Services

68,069

16,804

84,873

11,226

12,855

24,081

(57,813)
—

1,922
(55,891)

Corporate/
Eliminations

(26,285)
734
(25,551)

The fluctuations from period to period within the amounts of the components of the reconciliations above are discussed

further below within Results of Operations.

Fiscal year ended March 31, 2012 compared to fiscal year ended March 31, 2011

Net sales

Segment operating income
Corporate general and administrative expenses

Total operating income

Interest expense and other

Income tax expense

Income from continuing operations

Loss from discontinued operations, net

Net income

Year Ended March 31,

2012

2011

(in thousands)

$3,407,929

$2,905,348

$ 525,308
(10,593)
514,715

$ 371,849
(57,813)
314,036

77,138

155,955

79,559

82,066

281,622
(765)
$ 280,857

152,411
(2,512)
$ 149,899

Net sales increased by $502.6 million, or 17.3%, to $3.4 billion for the fiscal year ended March 31, 2012 from $2.9 billion

for the fiscal year ended March 31, 2011. The results for fiscal 2012 include full year contribution from the acquisition of
Vought, as compared to results from June 16, 2010 through March 31, 2011 in fiscal 2011. The acquisitions of Vought and
ANS contributed $1.9 billion in net sales in fiscal 2012, as compared to $1.5 billion in net sales in fiscal 2011. Excluding the
effects of the acquisitions of Vought and ANS, organic sales increased $90.9 million, or 6.6%, due to the expected increase in
commercial production rates of various customer programs. The prior year period was negatively impacted by challenges such
as the decreased demand for business jets and regional jets as well as commercial rate reductions (particularly in the 777
program).

Cost of sales increased by $333.1 million, or 14.9%, to $2.6 billion for the fiscal year ended March 31, 2012 from $2.2

billion for the fiscal year ended March 31, 2011. This increase resulted from the acquisitions noted above, which contributed
an additional $264.9 million. Gross margin for the fiscal year ended March 31, 2012 was 24.7% compared with 23.2% for the
fiscal year ended March 31, 2011. The improvement in gross margin was due to synergies related to the acquisition of Vought,
lower pension and other postretirement benefit expenses and favorable cumulative catch-up adjustments on long-term contracts
discussed further below.

Segment operating income increased by $153.5 million, or 41.3%, to $525.3 million for the fiscal year ended March 31,
2012 from $371.8 million for the fiscal year ended March 31, 2011. The operating income increase was due to the contribution
from the acquisitions ($133.2 million) and increased organic sales ($14.3 million). The contribution of Vought included
favorable cumulative catch-up adjustments to operating income ($18.3 million) and lower pension and other postretirement
benefit expenses ($34.9 million). Segment operating income also improved due to decreases in overall head count resulting in
lower compensation and benefits primarily as a result of the continued integration of Vought ($19.1 million). The favorable
cumulative catch-up adjustments to operating income included gross favorable adjustments of $29.5 million and gross
unfavorable adjustments of $11.3 million. The cumulative catch-up adjustments were due to lower overall overhead cost
assumptions, revisions in our mix of various material and labor costs related to our efforts to gain efficiencies through
expansion of our in-sourcing capabilities and the reduction in provisions for technical problems on production lots at or near
completion, net of ERP system implementation expenses.

Corporate expenses decreased by $47.2 million, or 81.7%, to $10.6 million for the fiscal year ended March 31, 2012 from

$57.8 million for the fiscal year ended March 31, 2011. Corporate expenses decreased primarily due to $40.4 million in
curtailment gain, net of special termination benefits associated with amendments made to certain defined benefit plans.
Corporate expenses also included $6.3 million in acquisition-related transaction and integration costs associated with the
acquisition of Vought for the fiscal year ended March 31, 2012, as compared to $20.9 million for the fiscal year ended March
31, 2011. Absent the aforementioned improvements to corporate expenses were increases due to increased compensation and
benefits ($4.9 million) due to increased corporate head count as compared to the prior year, and an increase of $1.9 million of
costs related to our Mexican facility compared to the prior year period.

Interest expense and other decreased by $2.4 million, or 3.0%, to $77.1 million for the fiscal year ended March 31, 2012
compared to $79.6 million for the prior year. This decrease was due to lower average debt outstanding during the fiscal year
ended March 31, 2012 due to the extinguishment of the term loan credit agreement (the "Term Loan") in April 2011, along
with lower interest rates on our revolving credit facility. Interest expense and other includes the write-off of $7.7 million of
unamortized discounts and deferred financing fees associated with the extinguishment of the Term Loan, offset by a $2.9
million favorable fair value adjustment due to the reduction of the fair value of a contingent earnout liability associated with a
prior acquisition due to changes in the projected earnings over the respective earnout periods. The Company also considered
these changes in projected earnings to be an indicator of impairment of the long-lived assets directly related to this acquisition
and, as a result, tested these long-lived assets for recoverability and concluded that the assets were recoverable. The fiscal year
ended March 31, 2011 also included an additional $4.0 million for amortization of discount on the Convertible Notes, as
defined below. The discount on the Convertible Notes was fully amortized as of September 30, 2011.

The effective tax rate was 35.6% for the fiscal year ended March 31, 2012 and 35.0% for the fiscal year ended March 31,

2011. The income tax provision for the fiscal year ended March 31, 2012 included $1.6 million of tax expense due to the
recapture of domestic production deductions taken in prior carryback periods, offset by a $1.2 million net tax benefit related to
provision to return adjustments upon filing our fiscal 2011 tax return. The effective income tax rate was impacted by the
expiration of the research and development tax credit as of December 31, 2011 and the absence of the domestic production
deduction due to the Company's net operating loss position for the fiscal year ended March 31, 2012. The effective income tax
rate for the fiscal year ended March 31, 2011 was impacted by the $20.9 million in acquisition and integration expenses, which
were only partially deductible for tax purposes, offset by the retroactive reinstatement of the research and development tax
credit back to January 1, 2010.

In July 2011, the Company completed the sale of Triumph Precision Castings Co. for proceeds of $3.9 million, resulting in

no gain or loss on the disposition. Loss from discontinued operations before income taxes was $1.2 million for the fiscal year
ended March 31, 2012, compared with a loss from discontinued operations before income taxes of $3.9 million for the fiscal
year ended March 31, 2011. Loss from discontinued operations for the fiscal year ended March 31, 2011 includes a
$2.3 million charge related to the termination of an agreement. The income tax benefit for discontinued operations was $0.4
million for the fiscal year ended March 31, 2012 compared to a benefit of $1.4 million for the prior year.

Fiscal year ended March 31, 2011 compared to fiscal year ended March 31, 2010

Net sales

Segment operating income

Corporate general and administrative expenses

Total operating income

Interest expense and other

Gain on early extinguishment of debt

Income tax expense

Income from continuing operations

Loss from discontinued operations, net

Net income

Year Ended March 31,

2011

2010

(in thousands)

$2,905,348

$1,294,780

$ 371,849
(57,813)
314,036

$ 181,566
(26,285)
155,281

79,559

—

82,066

152,411
(2,512)
$ 149,899

28,865
(39)
41,167

85,288
(17,526)
67,762

Net sales increased by $1.6 billion, or 124.4%, to $2.9 billion for the fiscal year ended March 31, 2011 from $1.3 billion
for the fiscal year ended March 31, 2010. The acquisition of Vought and the fiscal 2010 acquisitions contributed $1.5 billion in
net sales. Excluding the effects of the Vought and fiscal 2010 acquisitions, organic sales increased $106.8 million, or 8.2%.
The prior year period was negatively impacted by the reduction in demand for business jets, major program delays (particularly
in the 747-8 and 787 programs), the decline in the regional jet market due to the overall economy, lower passenger and freight
traffic and airline inventory de-stocking. While organic sales demonstrated improvement, we continued to face challenges such
as the decreased demand for business jets and regional jets as well as commercial rate reductions (particularly in the 777
program).

Cost of sales increased by $1.3 billion, or 140.7%, to $2.2 billion for the fiscal year ended March 31, 2011 from
$927.2 million for the fiscal year ended March 31, 2010. This increase resulted from the acquisitions noted above, which
contributed $1.27 billion. Gross margin for the fiscal year ended March 31, 2011 was 23.2% compared with 28.4% for the
fiscal year ended March 31, 2010. The decline in gross margin was impacted by lower margins contributed from the acquisition
of Vought. Excluding the effects of the Vought and fiscal 2010 acquisitions, gross margin was 29.2% for the fiscal year ended
March 31, 2011, compared with 28.4% for the fiscal year ended March 31, 2010.

Segment operating income increased by $190.3 million, or 104.8%, to $371.9 million for the fiscal year ended March 31,
2011 from $181.6 million for the fiscal year ended March 31, 2010. Operating income increased due to the contribution from
the Vought and fiscal 2010 acquisitions ($163.1 million) and favorable settlements of retroactive pricing agreements
($3.0 million), offset by costs related to the signing of a collective bargaining agreement.

Corporate expenses increased by $31.5 million, or 119.9%, to $57.8 million for the fiscal year ended March 31, 2011 from

$26.3 million for the fiscal year ended March 31, 2010. Corporate expenses included $20.9 million of non-recurring
acquisition-related transaction and integration costs associated with the acquisition of Vought. Corporate expenses also
increased due to increased compensation and benefits ($5.4 million) due to increased corporate head count as compared to the
prior year period, and an increase of $4.3 million of start-up costs related to the Mexican facility compared to the prior year
period.

Interest expense and other increased by $50.7 million, or 175.6%, to $79.6 million for the fiscal year ended March 31,
2011 compared to $28.9 million for the prior year. This increase was due to higher average debt outstanding during the fiscal
year ended March 31, 2011 in connection with the financing of the acquisition of Vought, as compared to the fiscal year ended
March 31, 2010, including the Senior Subordinated Notes due 2017 (the "2017 Notes"), the Senior Notes due 2018 (the "2018
Notes") and the Term Loan, along with higher interest rates on our revolving credit facility.

The effective tax rate was 35.0% for the fiscal year ended March 31, 2011 and 32.6% for the fiscal year ended March 31,

2010. The effective income tax rate was impacted by the $20.9 million in acquisition and integration expenses, which were
only partially deductible for tax purposes, offset by the retroactive reinstatement of the research and development tax credit
back to January 1, 2010. In December 2010, the Tax Hike Prevention Act of 2010 reinstated the research and development tax
credit retroactive to January 1, 2010 through December 31, 2011.

Loss from discontinued operations before income taxes was $3.9 million for the fiscal year ended March 31, 2011,
compared with a loss from discontinued operations before income taxes of $26.9 million for the fiscal year ended March 31,
2010, which included impairment charges of $19.9 million. Loss from discontinued operations for the fiscal year ended

March 31, 2011 includes a $2.3 million charge related to the termination of an agreement. Due to failed negotiations with
certain potential buyers of the business occurring during the quarter ended December 31, 2009, the Company reassessed its
estimated fair value of the business based on current viable offers to purchase the business, recent performance results and
overall market conditions, resulting in a write-down, which was applied to accounts receivable, inventory and property, plant
and equipment. The Company recognized a pretax loss of $17.4 million in the third quarter of fiscal 2010, based on the write-
down of the carrying value of the business to estimated fair value less cost to sell. Included in the loss from discontinued
operations for the fiscal year ended March 31, 2010 is an additional impairment charge of $2.5 million recorded during the first
quarter of fiscal 2010. The income tax benefit for discontinued operations was $1.4 million for the fiscal year ended March 31,
2011 compared to a benefit of $9.4 million for the prior year.

Business Segment Performance

We report our financial performance based on the following three reportable segments: the Aerostructures Group, the
Aerospace Systems Group and the Aftermarket Services Group. The Company's Chief Operating Decision Maker ("CODM")
utilizes EBITDA as a primary measure of profitability to evaluate performance of its segments and allocate resources.

The results of operations among our reportable segments vary due to differences in competitors, customers, extent of
proprietary deliverables and performance. For example, our Aerostructures segment generally includes long-term sole-source
or preferred supplier contracts and the success of these programs provides a strong foundation for our business and positions us
well for future growth on new programs and new derivatives. This compares to our Aerospace Systems segment which
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 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 and less predictability in revenue and earnings than that
experienced in the Aerostructures and Aerospace Systems segments.

The Aerostructures segment consists of the Company's operations that manufacture products primarily for the aerospace
OEM market. The Aerostructures segment's revenues are derived from the design, manufacture, assembly and integration of
metallic and composite aerostructures and structural components, including aircraft wings, fuselage sections, tail assemblies,
engine nacelles, flight control surfaces as well as helicopter cabins. Further, the segment's operations also design and
manufacture composite assemblies for floor panels and environmental control system ducts. These products are sold to various
aerospace OEMs on a global basis.

The Aerospace Systems segment consists of the Company's operations that also 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, mechanical control cables 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 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.

We currently generate a majority of our revenue from clients in the commercial aerospace industry, the military, the
business jet industry 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 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.

Aerostructures

Commercial aerospace

Military

Business Jets

Regional

Non-aviation

Total Aerostructures net sales

Aerospace Systems

Commercial aerospace

Military

Business Jets

Regional

Non-aviation

Year Ended March 31,

2012

2011

2010

39.4%

23.5

11.3

0.5

0.7

35.4%

26.4

9.7

0.6

1.0

24.4%

14.8

3.6

1.6

2.2

75.4%

73.1%

46.6%

5.9%

5.7%

7.7

0.8

0.5

1.1

9.3

0.8

0.7

1.0

11.0%

20.0

1.0

1.6

2.5

Total Aerospace Systems net sales

16.0%

17.5%

36.1%

Aftermarket Services

Commercial aerospace

Military

Business Jets

Regional

Non-aviation

Total Aftermarket Services net sales

Total Consolidated net sales

6.6%

7.0%

12.9%

0.9

0.4

0.2

0.5

1.2

0.4

0.2

0.6

2.5

0.7

0.5

0.7

8.6%

9.4%

100.0%

17.3%

100.0%

The increase in our percentage of net sales of commercial aerospace and business jets was attributable to the acquisition of

Vought. We continue to experience an increase in the mix of the commercial aerospace end-market. We recently have
experienced slight growth in the business jet end-market, offset by a slight decrease in our military end market. Due to the
planned reductions in defense spending under the Budget Act, we expect the declining trend in the military end market to
continue. The shift in our sales mix from fiscal 2010 to fiscal 2011 across segments was due to the acquisition of Vought;
however, the acquisition of Vought had little impact on the change in the sales by end market on a consolidated basis.

Business Segment Performance—Fiscal year ended March 31, 2012 compared to fiscal year ended March 31, 2011

NET SALES

Aerostructures

Aerospace Systems

Aftermarket Services

Elimination of inter-segment sales

Total net sales

Year Ended March 31,

2012

2011

(in thousands)

%
Change

% of Total Sales

2012

2011

$2,571,576

$2,126,040

551,800

513,435

292,674
(8,121)
$3,407,929

272,728
(6,855)
$2,905,348

21.0%

7.5%

7.3%

18.5%

17.3%

75.5 %

16.2 %

8.6 %

(0.2)%

73.2 %

17.6 %

9.4 %

(0.2)%

100.0 %

SEGMENT OPERATING INCOME

Aerostructures

Aerospace Systems

Aftermarket Services

Corporate

Total segment operating income

EBITDA

Aerostructures

Aerospace Systems

Aftermarket Services

Corporate

Year Ended March 31,

2012

2011

(in thousands)

%
Change

% of Segment
Sales

2012

2011

$ 403,414

$ 267,783

90,035

75,292

31,859
(10,593)
$ 514,715

28,774
(57,813)
$ 314,036

50.6 %

19.6 %

10.7 %

(81.7)%

63.9 %

15.7%

16.3%

10.9%

n/a

15.1%

12.6%

14.7%

10.6%

n/a

10.8%

Year Ended March 31,

2012

2011

%
Change

% of Segment
Sales

2012

2011

$ 465,843

$ 308,020

107,398

92,475

41,346
(47,232)
$ 567,355

39,875
(55,891)
$ 384,479

51.2 %

16.1 %

3.7 %

(15.5)%

47.6 %

18.1%

19.5%

14.1%

n/a

16.6%

14.5%

18.0%

14.6%

n/a

13.2%

Aerostructures: The Aerostructures segment net sales increased by $445.5 million, or 21.0%, to $2.6 billion for the
fiscal year ended March 31, 2012 from $2.1 billion for the fiscal year ended March 31, 2011. The increase was primarily due
to the acquisition of Vought ($407.4 million), in addition to an increase in organic sales of $38.1 million, or 6.4% due to the
increase in commercial production rates of various customer programs. The prior year period was negatively impacted by the
decreased demand for business jets and regional jets as well as commercial rate reductions (particularly in the 777 program).

Aerostructures segment operating income increased by $135.6 million, or 50.6%, to $403.4 million for the fiscal year
ended March 31, 2012 from $267.8 million for the fiscal year ended March 31, 2011. Operating income increased due to the
increase in organic sales ($4.0 million) and contribution from the acquisition of Vought ($131.6 million). The contribution of
Vought included cumulative catch-up adjustments to operating income with gross favorable adjustments of $29.5 million and
gross unfavorable adjustments of $11.3 million, as well as lower pension and other postretirement benefit expenses of $34.9
million. The contribution of Vought also included improvements due to decreases in overall head count resulting in lower
compensation and benefits primarily as a result of the continued integration ($18.5 million). These same factors contributed to
the increase in EBITDA year over year.

Aerostructures segment operating income as a percentage of segment sales increased to 15.7% for the fiscal year ended

March 31, 2012 as compared with 12.6% for the fiscal year ended March 31, 2011, due to the net favorable cumulative catch-
up adjustments and lower pension and other postretirement benefit expenses discussed above, which also caused the
improvements in EBITDA margin.

Aerospace Systems: The Aerospace Systems segment net sales increased by $38.4 million, or 7.5%, to $551.8 million
for the fiscal year ended March 31, 2012 from $513.4 million for the fiscal year ended March 31, 2011. Net sales increased due
to continued improvements in the broader market and benefits from large outsourcing programs.

Aerospace Systems segment operating income increased by $14.7 million, or 19.6%, to $90.0 million for the fiscal year
ended March 31, 2012 from $75.3 million for the fiscal year ended March 31, 2011. Operating income increased primarily due
to increases in gross margin ($9.0 million) due to sales mix and increased efficiencies in production associated with higher
volume of work and increased sales ($12.2 million), offset by increased legal fees ($2.4 million) due in part to the inclusion in
the prior year of the net recovery of $0.8 million of prior legal costs and increased development costs ($4.6 million). These
same factors contributed to the increase in EBITDA year over year.

Aerospace Systems segment operating income as a percentage of segment sales increased to 16.3% for the fiscal year
ended March 31, 2012 as compared with 14.7% for the fiscal year ended March 31, 2011, due to improvements in gross margin
as noted above, which also caused the improvements in EBITDA margin.

Aftermarket Services: The Aftermarket Services segment net sales increased by $19.9 million, or 7.3%, to $292.7
million for the fiscal year ended March 31, 2012 from $272.7 million for the fiscal year ended March 31, 2011. The acquisition
of ANS contributed $4.2 million of increased net sales. Organic net sales increased due to continued improvement in global
commercial air traffic and decreases in airline inventory de-stocking.

Aftermarket Services segment operating income increased by $3.1 million, or 10.7%, to $31.9 million for the fiscal year
ended March 31, 2012 from $28.8 million for the fiscal year ended March 31, 2011. Operating income increased primarily due
to contribution from the acquisition of ANS ($1.6 million) and increased efficiencies in production associated with higher
volume of work ($0.9 million). Also, the period was favorably impacted by decreased depreciation and amortization expense
($1.6 million) as certain intangible assets became fully depreciated during fiscal 2011, offset by $1.1 million in increased bad
debt reserves associated with the bankruptcies of American Airlines, Pinnacle and Aveos. These same factors contributed to the
increase in EBITDA year over year; however, the growth in EBITDA was less than the growth in operating income, as
depreciation and amortization was lower in fiscal year 2012 versus fiscal year 2011.

Aftermarket Services segment operating income as a percentage of segment sales increased to 10.9% for the fiscal year

ended March 31, 2012 as compared with 10.6% for the fiscal year ended March 31, 2011, due to the increase in sales volume
and related efficiencies noted above. However, the EBITDA margin declined as $1.6 million of our operating income
improvement was due to lower depreciation and amortization, which does not impact EBITDA.

Business Segment Performance—Fiscal year ended March 31, 2011 compared to fiscal year ended March 31, 2010

NET SALES

Aerostructures

Aerospace Systems

Aftermarket Services

Elimination of inter-segment sales

Total net sales

SEGMENT OPERATING INCOME

Aerostructures

Aerospace Systems

Aftermarket Services

Corporate

Total segment operating income

EBITDA

Aerostructures

Aerospace Systems

Aftermarket Services

Corporate

Year Ended March 31,

2011

2010

(in thousands)

%
Change

% of Total Sales

2011

2010

$2,126,040

$ 605,423

251.2 %

513,435

473,409

272,728
(6,855)
$2,905,348

224,663
(8,715)
$1,294,780

8.5 %

21.4 %

(21.3)%

124.4 %

73.2 %

17.6 %

9.4 %

(0.2)%

46.8 %

36.5 %

17.4 %

(0.7)%

100.0 %

Year Ended March 31,

2011

2010

(in thousands)

%
Change

% of Segment
Sales

2011

2010

$ 267,783

$ 102,271

161.8%

75,292

68,069

10.6%

28,774
(57,813)
$ 314,036

11,226
(26,285)
$ 155,281

156.3%

119.9%

102.2%

12.6%

14.7%

10.6%

n/a

10.8%

16.9%

14.4%

5.0%

n/a

12.0%

Year Ended March 31,

2011

2010

%
Change

% of Total
Sales

2011

2010

$ 308,020

$ 126,296

143.9%

92,475

84,873

39,875
(55,891)
$ 384,479

24,081
(25,551)
$ 209,699

9.0%

65.6%

118.7%

83.3%

14.5%

18.0%

14.6%

n/a

13.2%

20.9%

17.9%

10.7%

n/a

16.2%

Aerostructures: The Aerostructures segment net sales increased by $1.5 billion, or 251.2%, to $2.1 billion for the fiscal

year ended March 31, 2011 from $605.4 million for the fiscal year ended March 31, 2010. The acquisition of Vought
contributed $1.5 billion of increased net sales. Excluding the elimination of intercompany sales to Vought for the year ended
March 31, 2011, organic sales increased $20.9 million, or 3.5%, as compared to the prior year, when the respective sales were
not eliminated. The prior year period was negatively impacted by reductions in the business jet and regional jet markets due to
the overall economic conditions and by major program delays (particularly in the 787 and 747-8 programs). The fiscal year
ended March 31, 2011 continued to be negatively impacted by the decreased demand for business jets and regional jets as well
as commercial rate reductions (particularly in the 777 program). On a pro forma basis, assuming the acquisition of Vought
occurred in the prior year period, the current year was also negatively impacted by rate reductions to the C-17 program and
decreased non-recurring sales associated with the transition to the 747-8 program.

Aerostructures segment operating income increased by $165.5 million, or 161.8%, to $267.8 million for the fiscal year
ended March 31, 2011 from $102.3 million for the fiscal year ended March 31, 2010. Operating income increased primarily
due to contribution from the acquisition of Vought ($161.6 million), as well as improvements in organic gross margin, partially
offset by increases in legal expenses ($0.9 million). These same factors contributed to the increase in EBITDA year over year.
The increase of EBITDA was greater than the increase in operating income, due to the increase in depreciation and
amortization, which is not included in EBITDA. The increase in depreciation and amortization expense was due principally to
the Vought acquisition.

Aerostructures segment operating income as a percentage of segment sales decreased to 12.6% for the fiscal year ended
March 31, 2011 as compared with 16.9% for the fiscal year ended March 31, 2010, due to lower margins from Vought, which
also caused the decline in EBITDA margin.

Aerospace Systems: The Aerospace Systems segment net sales increased by $40.0 million, or 8.5%, to $513.4 million

for the fiscal year ended March 31, 2011 from $473.4 million for the fiscal year ended March 31, 2010. The acquisition of
Fabritech contributed $15.0 million of increased net sales. Organic sales increased by $25.0 million due to improvements in
the broader market and benefits from large outsourcing programs. The prior year period sales were negatively impacted by the
Boeing strike.

Aerospace Systems segment operating income increased by $7.2 million, or 10.6%, to $75.3 million for the fiscal year
ended March 31, 2011 from $68.1 million for the fiscal year ended March 31, 2010. Operating income increased primarily due
to margins attained on increased sales ($7.5 million), including the contribution from the Fabritech acquisition ($1.5 million),
as well as decreases in legal fees ($4.0 million), partially offset by decreases in organic gross margin ($4.0 million) due in part
to increased warranty reserves and increases in bad debt expense ($1.0 million). These same factors contributed to the increase
in EBITDA year over year.

Aerospace Systems segment operating income as a percentage of segment sales increased slightly to 14.7% for the fiscal

year ended March 31, 2011 as compared with 14.4% for the fiscal year ended March 31, 2010, due to decreases in selling,
general and administrative expenses noted above, offset by the decreases in organic gross margin. The EBITDA margin
remained relatively stable year over year.

Aftermarket Services: The Aftermarket Services segment net sales increased by $48.0 million, or 21.4%, to

$272.7 million for the fiscal year ended March 31, 2011 from $224.7 million for the fiscal year ended March 31, 2010. The
prior year period was negatively impacted by a decline in global commercial air traffic and airline inventory de-stocking
resulting in lower demand for the repair and overhaul of auxiliary power units and the brokering of similar units. While we
expect segment net sales to continue to experience growth over our prior fiscal year, it is unlikely it will continue at the current
growth rates.

Aftermarket Services segment operating income increased by $17.6 million, or 156.3%, to $28.8 million for the fiscal year
ended March 31, 2011 from $11.2 million for the fiscal year ended March 31, 2010. Operating income increased primarily due
to increased sales volume. In addition, the sales volume increases improved our production efficiencies by increasing gross
margins to 25.0% from 22.6% in the prior fiscal year. Also, the period was favorably impacted by the gain on sale of certain
intellectual property ($0.7 million) and decreased salaries and benefits ($0.7 million) due to lower headcounts, as well as
$0.3 million in expenses incurred to shut down a service facility in Austin, Texas in the prior period. These same factors
contributed to the increase in EBITDA year over year, however, the growth in EBITDA was less than the growth in operating
income, as depreciation and amortization was lower in fiscal year 2011 versus fiscal year 2010.

Aftermarket Services segment operating income as a percentage of segment sales increased to 10.6% for the fiscal year
ended March 31, 2011 as compared with 5.0% for the fiscal year ended March 31, 2010, due to the increase in sales volume
and related efficiencies noted above which also caused the improvement in the EBITDA margin.

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, 2012, we generated approximately $227.8 million of cash flow from operating
activities, used approximately $69.8 million in investing activities and used approximately $166.3 million in financing
activities. Cash flows from operating activities included $122.2 million in pension contributions in fiscal 2012, compared to
$135.1 million in fiscal 2011.

Cash flows from operations for the fiscal year ended March 31, 2012 increased $85.5 million, or 60.1%, from the fiscal
year ended March 31, 2011. Our cash flows from operations increased due to an increase in net income of $131.0 million, and
an increase of $58.4 million in noncash charges such as depreciation and amortization associated with the acquisition of
Vought, the write-off of unamortized discounts and deferred financing fees on the extinguishment of the Term Loan and the
reduction in income taxes paid due to the utilization of the net operating loss carryforward acquired in the acquisition of
Vought.

These increases were offset in part by a decrease of $106.1 million in net working capital changes. Net working capital
changes included increased cash uses for inventories of $47.5 million for fiscal 2012, as compared to $21.0 million in fiscal
2011 due to production buildup and increases in capitalized pre-production costs. Capitalized pre-production costs are expected
to continue to increase, while our production buildup is expected to decline over the next few quarters. Also, cash uses for
excess funding above expense of our pension and other postretirement benefits plans increased to $157.1 million for fiscal
2012, as compared to $124.3 million in fiscal 2011. In addition, cash uses for accounts receivable increased to $82.1 million
for fiscal 2012, from $15.9 million in fiscal 2011 due largely to the increase in sales. Cash flows from operations for the fiscal
year ended March 31, 2012 included the receipt of an income tax refund of $29.3 million as a result of carrying back tax losses
from fiscal 2011 to prior years.

Cash flows used in investing activities for the fiscal year ended March 31, 2012 decreased $349.2 million from the fiscal

year ended March 31, 2011. Our cash flows used in investing activities decreased as the prior year period included the
acquisition of Vought ($333.1 million). Cash flows used in investing activities for the fiscal year ended March 31, 2012
included $20.0 million in funds received from escrow on the acquisition of Vought for the settlement of opening balance sheet
liabilities, offset by $7.3 million in cash payments for the acquisition of Aviation Network Services, LLC. Cash flows from
financing activities for the fiscal year ended March 31, 2012 decreased $324.6 million from the fiscal year ended March 31,
2011 included the extinguishment of the Term Loan ($350.0 million), the redemption of certain Convertible Notes ($50.4
million), and the payment of contingent earnouts and deferred acquisition payments ($7.3 million).

As of March 31, 2012, $496.8 million was available under our revolving credit facility (the “Credit Facility”). On

March 31, 2012, an aggregate amount of approximately $320.0 million was outstanding under the Credit Facility, all of which
was accruing interest at LIBOR plus applicable basis points totaling 2.00% per annum. Amounts repaid under the Credit
Facility may be reborrowed.

On April 5, 2011, the Company amended the Credit Facility with its lenders to (i) increase the availability under the Credit
Facility to $850.0 million, with a $50.0 million accordion feature, from $535.0 million, (ii) extend the maturity date to April 5,
2016 and (iii) amend certain other terms and covenants. The amendment resulted in a more favorable pricing grid and a more
streamlined package of covenants and restrictions. Using the availability under the Credit Facility, the Company immediately
extinguished its Term Loan at face value of $350.0 million, plus accrued interest. The Company recognized a pretax loss of
approximately $7.7 million associated with these transactions during the first quarter of fiscal 2012 due to the write-off of
unamortized discounts and deferred financing fees on the Term Loan.

Pursuant to the Credit Facility, the Company can borrow, repay and re-borrow revolving credit loans, and cause to be
issued letters of credit, in an aggregate principal amount not to exceed $850.0 million outstanding at any time. The Credit
Facility bears interest at either: (i) LIBOR plus between 1.75% and 3.00%; (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 0.30%
and 0.50% on the unused portion of the Credit Facility. The Company's obligations under the Credit Facility are guaranteed by
the Company's domestic subsidiaries.

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. As of March 31, 2012, the Company was in compliance with
all such covenants.

In June 2010, the Company issued the 2018 Notes for $350.0 million in principal amount. The 2018 Notes were sold at
99.27% of principal amount for net proceeds of $347.5 million, and have an effective interest yield of 8.75%. Interest on the
2018 Notes is payable semiannually in cash in arrears on January 15 and May 15 of each year. We used the net proceeds as
partial consideration of the acquisition of Vought. In connection with the issuance of the 2018 Notes, the Company incurred
approximately $7.3 million of costs, which were deferred and are being amortized on the effective interest method over the
term of the notes.

Also in June 2010, the Company entered into a six-year Term Loan for $350.0 million in principal amount. The proceeds

of the Term Loan, which were 99.50% of the principal amount, were used to consummate the acquisition of Vought. In
connection with the closing on the Term Loan, the Company incurred approximately $7.1 million of costs, which were deferred
and were to be amortized into expense over the term of the Term Loan. As noted above, however, the Term Loan was
extinguished in April 2011.

In June 2011, the Company amended its $175.0 million receivable securitization facility (the "Securitization Facility")

extending the term through June 2014. 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, 2012, the maximum amount available
under the Securitization Facility was $144.3 million. 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 0.55% on the amount outstanding under the
Securitization Facility. Additionally, the commitment fee is 0.55% on 102% of the maximum amount available under the
Securitization Facility. At March 31, 2012, there was $120.0 million outstanding under the Securitization Facility. The
Company securitizes its accounts receivable, which are generally non-interest bearing, in transactions that are accounted for as
borrowings pursuant to the Transfers and Servicing topic of the ASC. 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.

Cash flows from operations for the fiscal year ended March 31, 2011 decreased $27.3 million or 16.1%, from the fiscal
year ended March 31, 2010. Our cash flows from operations decreased despite an increase of $82.1 million in net income, due
to excess funding above expense of our pension and other postretirement benefits plans of $124.3 million, $12.4 million of
interest paid at closing on assumed debt from the acquisition of Vought and an increased use of cash related to inventory of
$51.2 million driven by a decrease of $56.5 million due to the timing of advanced payments, partially offset by the reduction in
income taxes paid due to the utilization of the net operating loss carryforward acquired in the acquisition of Vought.

Cash flows used in investing activities for the fiscal year ended March 31, 2011 increased $356.5 million from the fiscal

year ended March 31, 2010. Our cash flows used in investing activities increased due to the acquisition of Vought ($333.1
million), as well as increased capital expenditures of $58.4 million for our Mexican facility and Vought. Cash flows from
financing activities for the fiscal year ended March 31, 2011 increased $123.1 million from the fiscal year ended March 31,
2010 in order to finance the acquisition of Vought.

At March 31, 2012, $19.5 million of cash and cash equivalents were held by foreign subsidiaries and were primarily

denominated in foreign currencies. If these amounts would be remitted as dividends, the Company may be subject to additional
U.S. taxes, net of allowable foreign tax credits. We currently expect to utilize the balances to fund our foreign operations.

In the fourth quarter of fiscal 2010, the Company acquired Fabritech, Inc. (now Triumph Fabrications—St. Louis) and
DCL Avionics, Inc. (now part of Triumph Instruments—Burbank), collectively, the "fiscal 2010 acquisitions." The total cash
paid at closing for the fiscal 2010 acquisitions of $23.2 million was funded by cash from operations. The fiscal 2010
acquisitions provide for deferred and contingent payments of $0.1 million and $16.0 million, respectively.

In November 2009, the Company issued $175.0 million principal amount of 8% senior subordinated notes due 2017 (the

"2017 Notes"). The 2017 Notes were sold at 98.558% of principal amount for net proceeds of $172.5 million, and have an
effective interest rate of 8.25%. Interest on the 2017 Notes is payable semiannually in cash in arrears on May 15 and
November 15 of each year. In connection with the issuance of the 2017 Notes, the Company incurred approximately
$4.4 million of costs, which were deferred and are being amortized on the effective interest method over the term of the notes.

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 $58.5 million after deducting debt issuance costs of
approximately $0.2 million. 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.

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 25, 2012, 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 notes (the "Convertible Notes"). The Convertible 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 Convertible 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 then 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. Debt issuance costs were fully amortized as of
September 30, 2011.

The Convertible 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 Convertible 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 Convertible 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, 2012.

The Convertible 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 Convertible 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 Convertible Notes
will have the right to require the Company to repurchase for cash all or a portion of their Convertible Notes on October 1, 2011,
2016 and 2021, at a repurchase price equal to 100% of the principal amount of the Convertible 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 Convertible Notes are convertible into the Company's common stock at a rate equal to 36.7695 shares per $1
principal amount of the Convertible Notes (equal to an initial conversion price of approximately $27.19 per share), subject to
adjustment as described in the Indenture. Upon conversion, the Company will deliver to the holder surrendering the
Convertible Notes for conversion, for each $1 principal amount of Convertible Notes, an amount consisting of cash equal to the
lesser of $1 and the Company's total conversion obligation and, to the extent that the Company's total conversion obligation
exceeds $1, at the Company's election, cash or shares of the Company's common stock in respect of the remainder.

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

For the periods from January 1, 2011 through March 31, 2012, the Convertible Notes were eligible for conversion. In March
and April 2012, the Company received notice of conversion from holders of $15.0 million in principal value of the Convertible
Notes. These conversions were settled in first quarter of fiscal 2013 with the principal settled in cash and the conversion
benefit settled through the issuance of 310,632 shares. In April 2012, the Company delivered a notice to holders of the
Convertible Notes to the effect that, for at least 20 trading days during the 30 consecutive trading days preceding March 31,
2012, the closing price of the Company's common stock was greater than or equal to 130% of the conversion price of such
notes on the last trading day. Under the terms of the Convertible Notes, the increase in the Company's stock price triggered a
provision, which gave holders of the Convertible Notes a put option through June 30, 2012. Accordingly, the balance sheet
classification of the Convertible Notes will be short term for as long as the put option remains in effect.

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 $27.19. The average price of the Company's common stock for the
fiscal years ended March 31, 2012 and 2011 was $53.26 and $39.48, respectively. Accordingly, 2,606,189 and 2,040,896
additional shares, respectively, were included in the diluted earnings per share calculation. The average price of the Company's
stock for the fiscal year ended March 31, 2010 was $23.34. Therefore, no additional shares were included in the diluted
earnings per share calculations for that fiscal year.

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

Prior to fiscal 2011, the Company paid $19.4 million to purchase $22.2 million in principal amount of the Convertible
Notes. During the fiscal year ended March 31, 2012, the Company settled the conversion of $50.4 million in principal value of
the Convertible Notes, as requested by the respective holders, with the principal settled in cash and the conversion benefit
settled through the issuance of 772,438 shares.

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.

Capital expenditures were $94.0 million for the fiscal year ended March 31, 2012 primarily for Vought, which includes the

construction of our facility in Red Oak, Texas. We funded these expenditures through borrowings under our Credit Facility.
We expect capital expenditures and investments in new major programs of approximately $130.0 million to $150.0 million for
our fiscal year ending March 31, 2013, of which $50.0 million will be reflected in inventory. The expenditures are expected to
be used mainly to expand capacity or replace old equipment at several facilities.

Our expected future cash flows for the next five years for long-term debt, leases and other obligations are as follows:

Contractual Obligations

Debt principal(1)

Debt-interest(2)

Operating leases

Contingent payments(3)

Purchase obligations

Total

Payments Due by Period

Total

Less than
1 Year

1 - 3 Years

4 - 5 Years

(in thousands)

After
5 Years

$1,162,933

$ 142,237

$ 145,388

$ 334,310

$ 540,998

305,603

93,138

29,000

51,841

22,331

—

93,236

41,652

28,000

1,266,372

878,171

364,168

90,439

8,401

1,000

23,166

70,087

20,754

—

867

$2,857,046

$1,094,580

$ 672,444

$ 457,316

$ 632,706

_______________________________________________

(1)

(2)

(3)

Included in the Company's consolidated balance sheet at March 31, 2012, plus discounts on 2017 Notes and 2018
Notes of $1.9 million and $2.1 million, respectively, being amortized to expense through November 2017 and July
2018, respectively.

Includes fixed-rate interest only.

Includes unrecorded contingent payments in connection with the fiscal 2009 acquisitions.

The above table excludes unrecognized tax benefits of $7.1 million as of March 31, 2012 since we cannot predict with

reasonable certainty the timing of cash settlements with the respective taxing authorities.

In addition to the financial obligations detailed in the table above, we also had obligations related to our benefit plans at
March 31, 2012 as detailed in the following table. Our other postretirement benefits are not required to be funded in advance,
so benefit payments are paid as they are incurred. Our expected net contributions and payments are included in the table below:

Projected benefit obligation at March 31, 2012

Plan assets at March 31, 2012

Projected contributions by fiscal year

2013

2014

2015

2016

2017

Total 2013 - 2017

Pension
Benefits

Other
Postretirement
Benefits

(in thousands)

$ 2,241,741

380,802

1,881,954

—

113,235

115,700

84,700

32,800

6,300

37,312

35,627

31,295

30,910

30,490

352,735

165,634

Current plan documents reserve our right to amend or terminate the plans at any time, subject to applicable collective

bargaining requirements for represented employees.

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.

On May 23, 2012, the Company entered into a Second Amended and Restated Credit Agreement (the “Amended Credit
Agreement”) among the Company, substantially all of its domestic subsidiaries and certain foreign subsidiaries as co-borrowers
thereunder, the lenders party thereto (the “Lenders”) and PNC Bank, National Association, as administrative agent for the
Lenders (the “Administrative Agent”). The obligations under the Amended Credit Agreement and related documents continue
to be secured by liens on substantially all of the assets of the Company and its domestic subsidiaries. Pursuant to the Amended
Credit Agreement, the Company and its subsidiary borrowers may borrow, repay and re-borrow revolving credit loans, and
cause to be issued letters of credit, in an aggregate principal amount not to exceed $1,000.0 million outstanding at any time,
with a $50.0 million accordion feature. The Amended Credit Agreement has a maturity date of May 23, 2017 (the “Maturity
Date”).

Loans under the Amended Credit Agreement bear interest, at the Company's option, by reference to a base rate or a rate

based on LIBOR, in either case plus an applicable margin determined quarterly based on the Company's Total Leverage Ratio
(as defined in the Amended Credit Agreement) as of the last day of each fiscal quarter. The Company is also required to pay a
quarterly commitment fee on the average daily unused portion of the Amended Credit Agreement for each fiscal quarter and
fees in connection with the issuance of letters of credit. All outstanding principal and interest under the Amended Credit
Agreement will be due and payable on the Maturity Date.

The Amended Credit Agreement contains representations, warranties, events of default and covenants customary for
financings of this type including, without limitation, financial covenants under which the Company is obligated to maintain on
a consolidated basis, as of the end of each fiscal quarter, a certain minimum Interest Coverage Ratio, maximum Total Leverage
Ratio and maximum Senior Leverage Ratio (in each case as defined in the Amended Credit Agreement).

CRITICAL ACCOUNTING POLICIES

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

Allowance for Doubtful Accounts

Trade receivables are presented net of an allowance for doubtful accounts. In determining the appropriate allowance, we
consider a combination of factors, such as industry trends, our customers' financial strength and credit standing, and payment
and default history. The calculation of the required allowance requires a judgment as to the impact of these and other factors on
the ultimate realization of 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

The Company records inventories at the lower of cost or estimated net realizable value. Costs on long-term contracts and
programs in progress represent recoverable costs incurred for production or contract-specific facilities and equipment, allocable
operating overhead, advances to suppliers. Pursuant to contract provisions, agencies of the U.S. Government and certain other
customers have title to, or a security interest in, inventories related to such contracts as a result of advances, performance-based
payments, and progress payments. The Company reflects those advances and payments as an offset against the related
inventory balances. The Company expenses general and administrative costs related to products and services provided
essentially under commercial terms and conditions as incurred. The Company determines the costs of inventories by the first-
in, first-out or average cost methods.

Advance payments and progress payments received on contracts-in-process are first offset against related contract costs

that are included in inventory, with any remaining amount reflected in current liabilities.

Work-in-process inventory includes capitalized pre-production costs. Capitalized pre-production costs include certain
contract costs, including applicable overhead, incurred before a product is manufactured on a recurring basis. Significant
customer-directed work changes can also cause pre-production costs to be incurred. These costs are typically recovered over a
contractually determined number of ship set deliveries and the Company believes these amounts will be fully recovered. The
balance of capitalized pre-production costs at March 31, 2012 was $19.4 million.

Revenue and Profit 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.

A significant portion of our contracts are within the scope of Accounting Standards Codification ("ASC") 605-35, Revenue
—Construction-Type and Production-Type Contracts, and revenue and costs on contracts are recognized using the percentage-
of-completion method of accounting. Accounting for the revenue and profit on a contract requires estimates of (1) the contract
value or total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date
on the contract and the estimated costs to complete the contract's scope of work and (3) the measurement of progress towards
completion. Depending on the contract, we measure progress toward completion using either the cost-to-cost method or the
units-of-delivery method, with the great majority measured under the units of delivery method.

• Under the cost-to-cost method, progress toward completion is measured as the ratio of total costs incurred to our

estimate of total costs at completion. We recognize costs as incurred. Profit is determined based on our estimated
profit margin on the contract multiplied by our progress toward completion. Revenue represents the sum of our costs
and profit on the contract for the period.

• Under the units-of-delivery method, revenue on a contract is recorded as the units are delivered and accepted during

the period at an amount equal to the contractual selling price of those units. The costs recorded on a contract under the
units-of-delivery method are equal to the total costs at completion divided by the total units to be delivered. As our
contracts can span multiple years, we often segment the contracts into production lots for the purposes of
accumulating and allocating cost. Profit is recognized as the difference between revenue for the units delivered and
the estimated costs for the units delivered.

Adjustments to original estimates for a contract's revenues, estimated costs at completion and estimated total profit are

often required as work progresses under a contract, as experience is gained and as more information is obtained, even though
the scope of work required under the contract may not change, or if contract modifications occur. These estimates are also
sensitive to the assumed rate of production. Generally, the longer it takes to complete the contract quantity, the more relative
overhead that contract will absorb. The impact of revisions in cost estimates is recognized on a cumulative catch-up basis in
the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period in which
they become evident ("forward losses") and are first offset against costs that are included in inventory, with any remaining
amount reflected in accrued contract liabilities in accordance with ASC 605-35. Revisions in contract estimates, if significant,
can materially affect our results of operations and cash flows, as well as our valuation of inventory. Furthermore, certain
contracts are combined or segmented for revenue recognition in accordance with ASC 605-35.

For the fiscal year ended March 31, 2012, cumulative catch-up adjustments resulting from changes in estimates increased

operating income, net income and earnings per share by approximately $18.3 million, $11.8 million and $0.23, respectively.
The cumulative catch-up adjustments to operating income for the fiscal year ended March 31, 2012 included gross favorable
adjustments of approximately $29.5 million and gross unfavorable adjustments of approximately $11.3 million. For the fiscal
year ended March 31, 2011, there were no significant changes in estimates to our contracts accounted for under the percentage-
of-completion method that materially impacted the Company's results of operations, cash flows, or inventory valuation.

Amounts representing contract change orders or claims are only included in revenue when such change orders or claims
have been settled with our customer and to the extent that units have been delivered. Additionally, some contracts may contain
provisions for revenue sharing, price re-determination, requests for equitable adjustments, change orders or cost and/or
performance incentives. Such amounts or incentives are included in contract value when the amounts can be reliably estimated
and their realization is reasonably assured.

Although fixed-price contracts, which extend several years into the future, generally permit us to keep unexpected profits if

costs are less than projected, we also bear the risk that increased or unexpected costs may reduce our profit or cause the
Company to sustain losses on the contract. In a fixed-price contract, we must fully absorb cost overruns, not withstanding the
difficulty of estimating all of the costs we will incur in performing these contracts and in projecting the ultimate level of
revenue that may otherwise be achieved.

Our failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately or control costs during
performance of a fixed-price contract may reduce the profitability of a fixed-price contract or cause a loss. We believe we have
recorded adequate provisions in the financial statements for losses on fixed-price contracts, but we cannot be certain that the
contract loss provisions will be adequate to cover all actual future losses.

Included in net sales of the Aerostructures Group is the non-cash amortization of acquired contract liabilities recognized as

fair value adjustments through purchase accounting of the acquisition of Vought. For the fiscal years ended March 31, 2012
and 2011, we recognized $26.7 million and $29.2 million, respectively, into net sales in our consolidated statement of income.

The Aftermarket Services Group provides repair and overhaul services, certain of which are provided under long-term
power-by-the-hour contracts, comprising approximately 5% of the segment's net sales. 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 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.

Goodwill and Intangible Assets

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. Upon acquisition,
critical estimates are made in valuing acquired intangible assets, which include but are not limited to: future expected cash
flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market
position, as well as assumptions about the period of time that customer relationships will continue; and discount rates.
Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain
and unpredictable and, as a result, actual results may differ from the assumptions used in determining fair values.

The Company's operating segments of Aerostructures, Aerospace Systems and Aftermarket Services are also its reporting

units under ASC 350, Intangibles—Goodwill and Other. The Chief Executive Officer, the Chief Operating Officer and the
Chief Financial Officer comprise the Company's CODM. The Company's CODM evaluates performance and allocates
resources based upon review of segment information. Each of the operating segments is comprised of a number of operating
units which are considered to be components under ASC 350. The components, 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
Aerostructures reporting unit, 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.

ASC 350 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 2012 and determined that there was no
impairment. Our methodology for determining the fair value of a reporting unit includes the use of an income approach which
discounts future net cash flows to their present value at a rate that reflects the Company's cost of capital, otherwise known as
the discounted cash flow method ("DCF"). These estimated fair values are based on estimates of future cash flows of the
businesses. Factors affecting these future cash flows include the continued market acceptance of the products and services
offered by the businesses, the development of new products and services by the businesses and the underlying cost of
development, the future cost structure of the businesses, and future technological changes. The Company also incorporated
market multiples for comparable companies in determining the fair value of our reporting units. Any such impairment would
be recognized in full in the reporting period in which it has been identified.

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 during the fiscal years ended
March 31, 2012, 2011 and 2010.

As of March 31, 2012, we had a $425.0 million indefinite-lived intangible asset associated with the Vought tradename. We
test this intangible for impairment by comparing the carrying value to the fair value based on current revenue projections of the
related operations, under the relief from royalty method. Any excess carrying value over the amount of fair value is recognized
as an impairment.

Finite-lived intangible assets are amortized over their useful lives ranging from 5 to 30 years. We continually evaluate
whether events or circumstances have occurred that would indicate that the remaining estimated useful lives of our long-lived
assets, including intangible assets, may warrant revision or that the remaining balance may not be recoverable. Intangible
assets are evaluated for indicators of impairment. When factors indicate that long-lived assets, including intangible assets,
should be evaluated for possible impairment, an estimate of the related undiscounted cash flows over the remaining life of the
long-lived assets, including intangible 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 the carrying
amount is less than the estimated fair value, measurement of the impairment will be based on the difference between the
carrying value and fair value of the asset group, generally determined based on the present value of expected future cash flows
associated with the use of the asset.

During the fiscal year ended March 31, 2012, a $2.9 million favorable fair value adjustment due to the reduction of the fair

value of a contingent earnout liability associated with a prior acquisition due to changes in the projected earnings over the
respective earnout periods. The Company also considered these changes in projected earnings to be an indicator of impairment
of the long-lived assets directly related to this acquisition and, as a result, tested these long-lived assets for recoverability and
concluded that the asset group was recoverable. For the fiscal years ended March 31, 2012, 2011 and 2010, there were no
reductions to the remaining useful lives and no write-downs of long-lived assets, including intangible assets, were required.

Acquired Contract Liabilities, net

In connection with our acquisition of Vought, we assumed existing long-term contracts. Based on our review of these
contracts, we concluded that the terms of certain contracts to be either more or less favorable than could be realized in market
transactions as of the date of the acquisition. As a result, we recognized acquired contract liabilities, net of acquired contract
assets of $124.5 million at the acquisition date based on the present value of the difference between the contractual cash flows
of the executory contracts and the estimated cash flows had the contracts been executed at the acquisition date. The liabilities
principally relate to long-term life of program contracts that were initially executed by Vought over 15 years ago, as well as loss
contracts for which Vought had recognized significant pre-acquisition contract loss reserves. The acquired contract liabilities,
net are being amortized as non-cash revenues over the terms of the respective contracts. In evaluating acquired contract
liabilities, net, our analysis involved considerable management judgment and assumptions, including determining the market
rates that would be received if the existing contracts were executed at the acquisition date and the comparability of similar
contracts executed at the acquisition date. The Company recognized net amortization of contract liabilities of approximately
$26.7 million and $29.2 million in the fiscal years ended March 31, 2012 and 2011, respectively, and such amounts have been
included in revenues in our results of operations. The balance of the liability as of March 31, 2012 is approximately $68.7
million and, based on the expected delivery schedule of the underlying contracts, the Company estimates annual amortization
of the liability as follows 2013—$22.2 million; 2014—$17.8 million; 2015—$10.3 million; 2016—$8.3 million; 2017—$6.1
million.

Postretirement Plans

The liabilities and net periodic cost of our pension and other postretirement plans are determined using methodologies that

involve several actuarial assumptions, the most significant of which are the discount rate, the expected long-term rate of asset
return, the assumed average rate of compensation increase and rate of growth for medical costs. The actuarial assumptions
used to calculate these costs are reviewed annually or when a remeasurement is necessary. Assumptions are based upon
management's best estimates, after consulting with outside investment advisors and actuaries, as of the measurement date.

The assumed discount rate utilized is based on a point-in-time estimate as of our annual measurement date or as of
remeasurement dates as needed. This rate is determined based upon a review of yield rates associated with long-term, high-
quality corporate bonds as of the measurement date and use of models that discount projected benefit payments using the spot
rates developed from the yields on selected long-term, high-quality corporate bonds. The effects of hypothetical changes in the
discount rate for a single year may not be representative and may be asymmetrical or nonlinear for future years because of the
application of the accounting corridor. The accounting corridor is a defined range within which amortization of net gains and
losses is not required. The discount rate at March 31, 2012 decreased to 4.62% from 5.58% at March 31, 2011.

The assumed expected long-term rate of return on assets is the weighted-average rate of earnings expected on the funds

invested or to be invested to provide for the benefits included in the Projected Benefit Obligation ("PBO"). The expected
average long-term rate of return on assets is based principally on the counsel of our outside investment advisors. This rate is
based on actual historical returns and anticipated long-term performance of individual asset classes with consideration given to
the related investment strategy. This rate is utilized principally in calculating the expected return on plan assets component of
the annual pension expense. To the extent the actual rate of return on assets realized over the course of a year differs from the
assumed rate, that year's annual pension expense is not affected. The gain or loss reduces or increases future pension expense
over the average remaining service period of active plan participants expected to receive benefits. The expected long-term rate
of return for fiscal 2013 is 8.25%, compared to 8.50% for fiscal 2012 and 2011.

The assumed average rate of compensation increase represents the average annual compensation increase expected over
the remaining employment periods for the participating employees. This rate is utilized principally in calculating the PBO and
annual pension expense.

In addition to our defined benefit pension plans, we provide certain healthcare and life insurance benefits for some retired

employees. Such benefits are unfunded as of March 31, 2012. Employees achieve eligibility to participate in these
contributory plans upon retirement from active service if they meet specified age and years of service requirements. Election to
participate for eligible employees must be made at the date of retirement. Qualifying dependents at the date of retirement are
also eligible for medical coverage. Current plan documents reserve our right to amend or terminate the plans at any time,
subject to applicable collective bargaining requirements for represented employees. From time to time, we have made changes
to the benefits provided to various groups of plan participants. Premiums charged to most retirees for medical coverage prior to
age 65 are based on years of service and are adjusted annually for changes in the cost of the plans as determined by an
independent actuary. In addition to this medical inflation cost-sharing feature, the plans also have provisions for deductibles,
co-payments, coinsurance percentages, out-of-pocket limits, schedules of reasonable fees, preferred provider networks,
coordination of benefits with other plans, and a Medicare carve-out.

In accordance with the Compensation—Retirement Benefits topic of the ASC, we recognized the funded status of our
benefit obligation. This funded status is remeasured as of our annual remeasurement date. The funded status is measured as
the difference between the fair value of the plan's assets and the PBO or accumulated postretirement benefit obligation of the
plan. In order to recognize the funded status, we determined the fair value of the plan assets. The majority of our plan assets
are publicly traded investments which were valued based on the market price as of the date of remeasurement. Investments that
are not publicly traded were valued based on the estimated fair value of those investments as of the remeasurement date based
on our evaluation of data from fund managers and comparable market data.

The Company periodically experiences events or makes changes to its benefit plans that result in special charges. Some

require remeasurements. The following summarizes the key events whose effects on our net periodic benefit cost and
obligations that occurred during the fiscal year ended March 31, 2012:

•

In February 2012, the Company's second largest union-represented group of production and maintenance employees
ratified a new collective bargaining agreement. The agreement provides actively employed participants the option to
elect a lump-sum distribution upon retirement effective April 1, 2012. This change resulted in reduction to the
projected benefit obligation of approximately $7.1 million.

In December 2011, the Company negotiated the termination of one its smaller defined benefit plans. This termination
resulted in a $1.6 million special termination benefit, included in the Curtailment gain, net on the consolidated
statement of income for the fiscal year ended March 31, 2012.

•

In March 2012, the Company announced an amendment to the retirement plans of its non-represented employee

participants. Effective April 1, 2013, most actively employed participants with 30 years of service and certain highly
compensated employees as of April 1, 2012 will no longer continue to accrue a benefit. Those changes resulted in a
reduction of the projected pension obligation of approximately $56.7 million and a related curtailment gain of $42.4
million included in Curtailment gain, net on the consolidated statement of income for the fiscal year ended March 31,
2012.

Pension income, including curtailment gain for the fiscal year ended March 31, 2012 was $54.8 million compared with
pension expense of $18.8 million for the fiscal year ended March 31, 2011 and $1.0 million for the fiscal year ended March 31,
2010. For the fiscal year ending March 31, 2013, the Company expects to recognize pension income of approximately
$27.0 million. Excluding the effect of the net curtailment gain in fiscal 2012, the significant increase in expected pension
income in fiscal year 2013 results principally from the plan amendments noted above and asset performance in fiscal year 2012
exceeding the expected long-term rate of return on plan assets.

Recently Issued Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). The amendments in
this update will require an entity to disclose information about offsetting and related arrangements to enable users of its financial
statements to understand the effect of those arrangements on its financial position. The intention is to enhance required disclosures
by improving information about financial instruments and derivative instruments that are either offset in accordance with FASB
guidance or are subject to an enforceable master netting arrangement; irrespective of whether they are offset in accordance with
FASB guidance. The provisions of ASU 2011-11 are effective for annual reporting periods beginning on or after January 1, 2013.
The adoption of the provisions of ASU 2011-11 is not expected to have a material impact on the Company's consolidated financial
statements.

In September 2011, the FASB issued ASU 2011-08, Intangibles - Goodwill and Other - (Topic 350) Testing Goodwill for
Impairment ("ASU 2011-08"). The amendments in this update will allow an entity to first assess qualitative factors to determine
whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would
not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that
it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and
circumstances for an entity to consider in conducting the qualitative assessment. The amendments are effective for annual and
interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted,
including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity's financial
statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made
available for issuance. Adoption of the provisions of ASU 2011-8 did not have a material impact on the Company's consolidated
financial statements.

In September 2011, the FASB issued ASU 2011-09, Compensation - Retirement Benefits - Multiemployer Plans
(Subtopic 715-80) Disclosures about an Employer's Participation in a Multiemployer Plan ("ASU 2011-09"). The
amendments in this update require additional disclosures about an employer's participation in a multiemployer plan. For public
entities, the amendments in this update are effective for annual periods for fiscal years ending after December 15, 2011, and
thus were effective for the Company for the fiscal year ended March 31, 2012. The amendments should be applied
retrospectively for all prior periods presented. Adoption of the provisions of ASU 2011-09 did not have a material impact on
the Company's consolidated financial statements.

Effective March 31, 2012, the Company retrospectively adopted ASU 2011-05, Presentation of Comprehensive Income
("ASU 2011-05"). ASU 2011-05 was issued to improve the comparability, consistency and transparency of financial reporting
and to increase the prominence of items that are recorded in Other Comprehensive Income ("OCI"). This guidance requires
that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive
income or in two separate but consecutive statements where the first statement includes the components of net income and the
second statement includes the components of OCI. Regardless of whether an entity chooses to present comprehensive income
in a single continuous statement or in two separate but consecutive statements, the guidance also would have required an entity
to present on the face of the financial statements reclassification adjustments for items that are reclassified from other
comprehensive income to net income in the statement(s) where the components of net income and the components of other
comprehensive income are presented. However, subsequent to the issuance of ASU 2011-05, this requirement that companies
present reclassification adjustments for each component of OCI in both net income and OCI on the face of the financial
statements was deferred for further evaluation. The deferral did not change the requirement to present items of net income,
items of other comprehensive income and total comprehensive income in either one continuous statement or two separate
consecutive statements. The Company has elected to present two separate consecutive statements. The adoption of this
standard resulted in a change in presentation and additional footnote disclosure that did not have a significant impact on the
Company.

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, including without limitation Vought, general
economic conditions affecting our business segments, dependence of certain of our businesses on certain key customers, the
risk that we will not realize all of the anticipated benefits from the acquisition of Vought 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

Commodity Price Risk

Some contracts with our suppliers for raw materials, component parts and other goods are short-term contracts, which are

subject to termination on a relatively short-term basis. The prices of our raw materials and component parts fluctuate
depending on market conditions, and substantial increases in prices could increase our operating costs, which, as a result of our
fixed-price contracts, we may not be able to recoup through increases in the prices of our products. We generally do not
employ forward contracts or other financial instruments to hedge commodity price risk, although we continue to review a full
range of business options focused on strategic risk management for all material commodities.

Any failure by our suppliers to provide acceptable raw materials, components, kits or subassemblies could adversely affect

our production schedules and contract profitability. We assess qualification of suppliers and continually monitor them to
control risk associated with such supply base reliance.

To a lesser extent, we also are exposed to fluctuations in the prices of certain utilities and services, such as electricity,
natural gas, chemicals and freight. We utilize a range of long-term agreements to minimize procurement expense and supply
risk in these areas.

Foreign Exchange Risk

In addition, even when revenues and expenses are matched, we must translate foreign denominated results of operations,

assets and liabilities for our foreign subsidiaries to U.S. dollars in our consolidated financial statements. Consequently,
increases and decreases in the value of the U.S. dollar as compared to the respective foreign currencies will affect our reported
results of operations and the value of our assets and liabilities on our consolidated balance sheet, even if our results of
operations or the value of those assets and liabilities has not changed in its original currency. These transactions could
significantly affect the comparability of our results between financial periods and/or result in significant changes to the carrying
value of our assets, liabilities and stockholders' equity.

We are subject to foreign currency exchange rate risk relating to receipts from customers and payments to suppliers in

foreign currencies. We use foreign currency forward contracts to hedge the price risk associated with forecasted foreign
denominated payments related to our ongoing business. Foreign currency forward contracts are sensitive to changes in foreign
currency exchange rates. At March 31, 2012, a 10% change in the exchange rate in our portfolio of foreign currency contracts
would not have material impact on our unrealized gains. Consistent with the use of these contracts to neutralize the effect of
exchange rate fluctuations, such unrealized losses or gains would be offset by corresponding gains or losses, respectively, in the
remeasurement of the underlying transactions being hedged. When taken together, these forward currency contracts and the
offsetting underlying commitments do not create material market risk.

Interest Rate 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, 2012, approximately 62% 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. The information
below summarizes our market risks associated with debt obligations and should be read in conjunction with Note 10 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, 2012. Variable interest rates disclosed fluctuate with the LIBOR, federal funds rates
and other weekly rates and represent the weighted-average rate at March 31, 2012.

Expected Years of Maturity

Next
12 Months

13 - 24
Months

25 - 36
Months

37 - 48
Months

49 - 60
Months

Thereafter

Total

Fixed-rate cash flows (in thousands)

$142,237

$ 13,400

$ 11,989

$ 12,398

$ 1,912

$538,820

$ 720,756

Weighted-average interest rate (%)

7.64%

8.18%

8.23%

8.28%

8.23%

8.29%

Variable-rate cash flows (in thousands) $

— $ — $120,000

$320,000

— $

2,178

$ 442,178

Weighted-average interest rate (%)

2.26%

5.05%

2.53%

2.50%

There are no other significant market risk exposures.

Item 8.

Financial Statements and Supplementary Data

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

Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Triumph Group, Inc. as of March 31, 2012 and 2011,
and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the
three years in the period ended March 31, 2012. 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 financial statements referred to above present fairly, in all material respects, the consolidated financial

position of Triumph Group, Inc. at March 31, 2012 and 2011, and the consolidated results of its operations and its cash flows
for each of the three years in the period ended March 31, 2012, 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.

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, 2012, 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 25, 2012 expressed an unqualified opinion thereon.

/s/Ernst & Young LLP

Philadelphia, Pennsylvania
May 25, 2012

TRIUMPH GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)

Current assets:

Cash and cash equivalents

ASSETS

Trade and other receivables, less allowance for doubtful accounts of $3,900 and $3,196

Inventories, net of unliquidated progress payments of $164,450 and $138,206

Rotable assets

Deferred income taxes

Prepaid expenses and other

Assets held for sale

Total current assets

Property and equipment, net

Goodwill

Intangible assets, net

Deferred income taxes, noncurrent

Other, net

Total assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Current portion of long-term debt

Accounts payable

Accrued expenses

Liabilities related to assets held for sale

Total current liabilities

Long-term debt, less current portion

Accrued pension and other postretirement benefits, noncurrent

Deferred income taxes, noncurrent

Other noncurrent liabilities

Temporary equity

Stockholders' equity:

Common stock, $.001 par value, 100,000,000 shares authorized, 49,590,273 and 48,690,606
shares issued; 49,531,740 and 48,513,422 shares outstanding

Capital in excess of par value

Treasury stock, at cost, 58,533 and 177,184 shares

Accumulated other comprehensive (loss) income

Retained earnings

Total stockholders' equity

Total liabilities and stockholders' equity

See notes to consolidated financial statements.

March 31,

2012

2011

29,662

39,328

440,608

817,956

34,554

72,259

23,344

—

374,491

781,714

26,607

68,536

18,141

4,574

1,418,383

1,313,391

733,380

734,879

1,546,374

1,530,580

829,676

859,620

527

26,417

—

38,764

$ 4,554,757

$ 4,477,234

142,237

300,252

266,124

311,620

—

262,716

313,354

431

719,981

876,753

1,016,625

1,011,752

700,125

188,370

136,287

—

833,935
(1,716)
(9,306)
970,406

693,408

92,810

167,788

2,506

819,197
(5,085)
120,471

697,585

1,793,369

1,632,217

$ 4,554,757

$ 4,477,234

TRIUMPH GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)

Net sales
Operating costs and expenses:

Cost of sales (exclusive of depreciation shown separately below)
Selling, general and administrative
Depreciation and amortization
Acquisition and integration expenses
Curtailment gain

Operating income
Interest expense and other
Gain on early extinguishment of debt
Income from continuing operations before income taxes
Income tax expense
Income from continuing operations
Loss from discontinued operations, net
Net income
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

Weighted-average common shares outstanding—diluted

Year ended March 31,

2012
$ 3,407,929

2011
$ 2,905,348

2010
$ 1,294,780

2,564,995
242,553
119,724
6,342
(40,400)
2,893,214
514,715
77,138
—
437,577
155,955
281,622
(765)
280,857

5.77
(0.02)
5.75
48,821

5.43
(0.01)
5.41 * $

51,873

2,231,864
238,889
99,657
20,902
—
2,591,312
314,036
79,559
—
234,477
82,066
152,411
(2,512)
149,899

3.39
(0.06)
3.33
45,006

3.21
(0.05)
3.16
47,488

927,211
157,870
54,418
—
—
1,139,499
155,281
28,865
(39)
126,455
41,167
85,288
(17,526)
67,762

2.59
(0.53)
2.06
32,918

2.56
(0.53)
2.03
33,332

* Difference due to rounding.

See notes to consolidated financial statements.

TRIUMPH GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)

Net income

Other comprehensive income (loss):

Foreign currency translation adjustment

Year ended March 31,

2012

2011

2010

$ 280,857

$ 149,899

67,762

(2,852)

3,798

2,215

Pension and postretirement adjustments, net of income taxes of ($77,523), $70,349
and ($10), respectively

(127,289)

114,780

(17)

Change in fair value of cash flow hedge, net of income taxes of $222, $698 and
$221, respectively

Total other comprehensive income (loss)

Total comprehensive income

364
(129,777)
$ 151,080

1,188

119,766

740

2,938

$ 269,665

70,700

See notes to consolidated financial statements.

TRIUMPH GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands)

Outstanding
Shares

Common
Stock
All Classes

Capital in
Excess of
Par Value

Treasury
Stock

Accumulated
Other
Comprehensive
(Loss) Income

Retained
Earnings

Total

Balance at March 31, 2009

33,179,134

Net income

Foreign currency translation
adjustment

Pension liability adjustment, net of
income taxes of ($10)

Change in fair value of interest rate
swap, net of income taxes of $221

Gain on early extinguishment of debt

Exercise of stock options

Cash dividends ($0.08 per share)

Share-based compensation

Repurchase of restricted shares for
minimum tax obligation

Excess tax benefit from exercise of
stock options

Balance at March 31, 2010

Net income

Foreign currency translation
adjustment

Pension liability adjustment, net of
income taxes of $70,349

Change in fair value of interest rate
swap, net of income taxes of $698

—

83,222

—

107,894

(23,742)

—

33,346,508

—

Vought acquisition consideration

14,992,330

Reclassification adjustment to
temporary equity for exercisable put
on convertible notes

Exercise of stock options

Cash dividends ($0.08 per share)

Share-based compensation

Repurchase of restricted shares for
minimum tax obligation

Excess tax benefit from exercise of
stock options

Balance at March 31, 2011

Net income

Foreign currency translation
adjustment

Pension liability adjustment, net of
income taxes of $77,523

Change in fair value of derivatives,
net of income taxes of $222

Issuance of stock upon conversion of
convertible notes

Reclassification adjustment from
temporary equity for exercisable put
on convertible notes

Exercise of stock options

Cash dividends ($0.14 per share)

Share-based compensation

Repurchase of restricted shares for
minimum tax obligation

Excess tax benefit from exercise of
stock options

—

160,552

—

65,942

(51,910)

—

48,513,422

—

772,438

—

136,254

—

123,890

(14,264)

—

Balance at March 31, 2012

49,531,740

—

311,417

(9,785) $

(2,233) $

489,131

788,563

—

3,220

—

206

314,854

—

504,852

(2,506)

—

1,906

(59)

150

819,197

—

5,524

2,506

—

4,828

—

1,880

—

2,334

—

(470)

—

(7,921)

—

4,639

—

(1,803)

—

(5,085)

—

3,978

—

(609)

—

67,762

2,215

(17)

740

—

705

—

3,798

114,780

1,188

—

120,471

—

(2,852)

(127,289)

364

—

(39)

(1,173)

(2,666)

—

553,015

149,899

—

(1,755)

(3,574)

—

697,585

280,857

—

(1,137)

(6,899)

—

2,215

(17)

740

(28)

1,161

(2,666)

3,220

(470)

206

860,686

149,899

3,798

114,780

1,188

504,867

(2,506)

2,884

(3,574)

1,907

(1,862)

150

1,632,217

280,857

(2,852)

(127,289)

364

5,524

2,506

2,841

(6,899)

4,829

(609)

1,880

833,935

(1,716) $

(9,306) $

970,406

$ 1,793,369

See notes to consolidated financial statements.
56

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
Amortization of acquired contract liability
Curtailment gain, net
Gain on early extinguishment of debt
Accretion of debt discount
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
Accrued pension and other postretirement benefits

Changes in discontinued operations
Other

Net cash provided by operating activities
Investing Activities
Capital expenditures
Reimbursements of capital expenditures
Proceeds from sale of assets
Acquisitions, net of cash acquired
Net cash used in investing activities
Financing Activities
Net increase (decrease) in revolving credit facility
Proceeds from issuance of long-term debt
Retirement of debt and capital lease obligations
Payment of deferred financing costs
Dividends paid
Repayment of government grant
Repurchase of restricted shares for minimum tax obligations
Proceeds from exercise of stock options, including excess tax benefit of $1,880, $150, and
$206 in 2012, 2011, and 2010
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

See notes to consolidated financial statements.

Year ended March 31,

2012

2011

2010

$ 280,857

$ 149,899

67,762

119,724
(26,684)
(40,400)
—
4,529
9,601
1,282
153,453
4,988

(82,062)
(47,487)
(8,206)
(4,821)
17,604
(157,111)
241
2,273
227,781

(93,969)
3,437
8,758
11,951
(69,823)

235,000
92,253
(484,538)
(3,999)
(6,899)
(2,180)
(609)

99,657
(29,214)
—
—
7,609
4,205
152
82,083
3,622

(15,875)
(21,045)
(1,021)
13,411
(27,131)
(124,339)
7
284
142,304

(90,025)
—
4,213
(333,228)
(419,040)

85,000
846,105
(745,852)
(22,790)
(3,574)
(1,695)
(1,861)

54,418
—
—
(39)
6,196
1,951
773
7,524
3,220

(6,172)
30,192
65
(3,822)
(15,742)
—
21,773
1,549
169,648

(31,665)
—
615
(31,493)
(62,543)

(127,730)
186,930
(13,811)
(8,344)
(2,666)
—
(470)

4,721
(166,251)
(1,373)
(9,666)
39,328
29,662

3,034
158,367
479
(117,890)
157,218
39,328

1,367
35,276
359
142,740
14,478
$ 157,218

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

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 three reportable segments: the
Aerostructures Group, the Aerospace Systems Group and the Aftermarket Services Group.

The Aerostructures segment consists of the Company's operations that manufacture products primarily for the aerospace
OEM market. The Aerostructures segment's revenues are derived from the design, manufacture, assembly and integration of
metallic and composite aerostructures and structural components, including aircraft wings, fuselage sections, tail assemblies,
engine nacelles, flight control surfaces, and helicopter cabins. Further, the segment's operations also design and manufacture
composite assemblies for floor panels and environmental control system ducts. These products are sold to various aerospace
OEMs on a global 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.

As discussed in Note 3, on June 16, 2010, the Company completed the acquisition of Vought Aircraft Industries, Inc.
("Vought"). The Company's fiscal 2011 consolidated financial statements are inclusive of Vought's operations from June 16,
2010 through March 31, 2011. Management believes that the acquisition of Vought establishes the Company as a leading
global manufacturer of aerostructures for commercial, military and business jet aircraft. Strategically, the acquisition of Vought
substantially increases the Company's design capabilities and provides further diversification across customers and programs,
as well as exposure to new growth platforms.

On June 9, 2011, the Company’s Board of Directors approved a two-for-one split of the Company’s common stock. The
stock split resulted in the issuance of one additional share for each share issued and outstanding. The stock split was effective
on July 14, 2011, to stockholders of record at the close of business on June 22, 2011. Additionally, the Board of Directors
approved a 100% increase in the quarterly cash dividend rate on the Company’s common stock to $0.04 per common share
from $0.02 per common share on a post-split basis. All share and per share information included in the accompanying
consolidated financial statements and notes thereto have been retroactively adjusted to reflect the impact of the stock split.

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.

Reclassifications have been made to prior-year amounts in order to conform to the current-year presentation related to the

completion of the measurement period adjustments for the acquisition of Vought (Note 3), the effect of the two-for-one stock
split announced by the Company in June 2011 and the cash flow presentation of the settlement of deferred and/or contingent
payments on acquisitions as financing activities. In addition, the Company corrected an immaterial error related to the March
31, 2011 classification of deferred tax liabilities related to long-term contract accounting, which resulted in an increase in

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

current deferred tax assets of $68,536 , a decrease of current deferred tax liabilities of $78,793 , a decrease of noncurrent
deferred tax assets of $54,539 and an increase in noncurrent deferred tax liabilities of $92,790

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair

value of cash equivalents approximates carrying value.

Trade and Other Receivables, net

Trade and other receivables are recorded net of an allowance for doubtful accounts. Trade and other receivables include
amounts billed and currently due from customers, amounts currently due but unbilled, certain estimated contract changes and
amounts retained by the customer pending contract completion. Unbilled amounts are usually billed and collected within one
year. 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
and other receivables are exposed to credit risk; however, the risk is limited due to the diversity of the customer base.

Trade and other receivables, net comprised of the following:

Billed

Unbilled

Total trade receivables

Other receivables

Total trade and other receivables

Less: Allowance for doubtful accounts

Total trade and other receivables, net

Inventories

March 31,

2012

2011

436,877

339,823

3,269

440,146

4,362

444,508
(3,900)
440,608

12,886

352,709

24,978

377,687
(3,196)
374,491

The Company records inventories at the lower of cost or estimated net realizable value. Costs on long-term contracts and

programs in progress represent recoverable costs incurred for production or contract-specific facilities and equipment, allocable
operating overhead and advances to suppliers. Pursuant to contract provisions, agencies of the U.S. Government and certain
other customers have title to, or a security interest in, inventories related to such contracts as a result of advances, performance-
based payments, and progress payments. The Company reflects those advances and payments as an offset against the related
inventory balances. The Company expenses general and administrative costs related to products and services provided
essentially under commercial terms and conditions as incurred. The Company determines the costs of inventories by the first-
in, first-out or average cost methods.

Advance Payments and Progress Payments

Advance payments and progress payments received on contracts-in-process are first offset against related contract costs
that are included in inventory, with any excess amount reflected in current liabilities under the Accrued expenses caption within
the accompanying Consolidated Balance Sheets.

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 39.5 years, and
machinery and equipment are depreciated over a period of 7 to 15 years (except for furniture, fixtures and computer equipment

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

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 Accounting Standards

Codification ("ASC") 350, Intangibles—Goodwill and Other. Under ASC 350, 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. Upon acquisition, critical estimates are made in valuing acquired intangible assets,
which include but are not limited to: future expected cash flows from customer contracts, customer lists, and estimating cash
flows from projects when completed; tradename and market position, as well as assumptions about the period of time that
customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from
the assumptions used in determining the fair values.

The Company's operating segments of Aerostructures, Aerospace Systems and Aftermarket Services are also its reporting

units. The Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer comprise the Company's Chief
Operating Decision Maker ("CODM"). The Company's CODM evaluates performance and allocates resources based upon
review of segment information. Each of the operating segments is comprised of a number of operating units which are
considered to be components. The components, 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 Aerostructures reporting unit,
the Aerospace Systems reporting unit or the Aftermarket Services reporting unit. The goodwill that results from each
acquisition is also assigned to the reporting unit to which the acquisition is allocated, because it is that reporting unit which is
intended to benefit from the synergies of the acquisition.

In order to test goodwill and intangible assets with indefinite lives, 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 test in the fourth quarter of
fiscal 2012 and determined that there was no impairment. The Company's methodology for determining the fair value of a
reporting unit includes the use of an income approach which discounts future net cash flows to their present value at a rate that
reflects the Company's cost of capital, otherwise known as the discounted cash flow method ("DCF"). These estimated fair
values are based on estimates of future cash flows of the businesses. Factors affecting these future cash flows include the
continued market acceptance of the products and services offered by the businesses, the development of new products and
services by the businesses and the underlying cost of development, the future cost structure of the businesses, and future
technological changes. The Company also incorporated market multiples for comparable companies in determining the fair
value of the Company's reporting units. In the event that valuations in the aerospace and defense markets decrease, or the
expected EBITDA for the Company's reporting units decreases, a goodwill impairment charge may be required, which would
adversely affect the Company's operating results and financial condition. Any such impairment would be recognized in full in
the reporting period in which it has been identified. The Company completed its required annual impairment tests in the fourth
quarters of fiscal 2012, 2011 and 2010 and determined that there was no impairment.

As of March 31, 2012, the Company had a $425,000 indefinite-lived intangible asset associated with the Vought
tradename. The Company tests this intangible for impairment by comparing the carrying value to the fair value based on
current revenue projections of the related operations, under the relief from royalty method. Any excess carrying value over the
amount of fair value is recognized as an impairment.

Finite-lived intangible assets are amortized over their useful lives ranging from 5 to 30 years. The Company continually
evaluates whether events or circumstances have occurred that would indicate that the remaining estimated useful lives of long-
lived assets, including intangible assets, may warrant revision or that the remaining balance may not be recoverable. Intangible
assets are evaluated for indicators of impairment. When factors indicate that long-lived assets, including intangible assets,
should be evaluated for possible impairment, an estimate of the related undiscounted cash flows over the remaining life of the
long-lived assets, including intangible 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 the carrying amount is less than the estimated fair value, measurement of the impairment will be based
on the difference between the carrying value and fair value of the asset group, generally determined based on the present value

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

of expected future cash flows associated with the use of the asset.

During the fiscal year ended March 31, 2012, a $2,870 favorable fair value adjustment due to the reduction of the fair
value of a contingent earnout liability associated with a prior acquisition due to changes in the projected earnings over the
respective earnout periods. The Company also considered these changes in projected earnings to be an indicator of impairment
of the long-lived assets directly related to this acquisition and, as a result, tested these long-lived assets for recoverability and
concluded that the asset group was recoverable. For the fiscal years ended March 31, 2012, 2011 and 2010, 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, including intangible assets, were required.

Deferred Financing Costs

Financing costs are deferred and amortized to Interest expense and other in the accompanying Consolidated Statements of
Income over the related financing period using the effective interest method or the straight-line method when it does not differ
materially from the effective interest method. Deferred financing costs, net of accumulated amortization of $17,710 and
$23,384, respectively, are recorded in Other, net in the accompanying Consolidated Balance Sheets as of March 31, 2012 and
2011. Make-whole payments in connection with early debt retirements are classified as cash flows used in financing activities.

Acquired Contract Liabilities, net

In connection with the acquisition of Vought, we assumed existing long-term contracts. Based on review of these

contracts, the Company concluded that the terms of certain contracts to be either more or less favorable than could be realized
in market transactions as of the date of the acquisition. As a result, the Company recognized acquired contract liabilities, net of
acquired contract assets of $124,548 at the acquisition date based on the present value of the difference between the contractual
cash flows of the executory contracts and the estimated cash flows had the contracts been executed at the acquisition date. The
liabilities principally relate to long-term life of program contracts that were initially executed by Vought over 15 years ago, as
well as loss contracts for which Vought had recognized significant pre-acquisition contract loss reserves. The acquired contract
liabilities, net are being amortized as non-cash revenues over the terms of the respective contracts. In evaluating acquired
contract liabilities, net, the Company's analysis involved considerable management judgment and assumptions, including
determining the market rates that would be received if the existing contracts were executed at the acquisition date and the
comparability of similar contracts executed at the acquisition date. The Company recognized net amortization of contract
liabilities of $26,684 and $29,214 in the fiscal years ended March 31, 2012 and 2011, respectively, and such amounts have been
included in revenues in results of operations. The balance of the liability as of March 31, 2012 is $68,650 and, based on the
expected delivery schedule of the underlying contracts, the Company estimates annual amortization of the liability as follows:
2013—$22,189; 2014—$17,758; 2015—$10,338; 2016—$8,266; and 2017—$6,096.

Revenue Recognition

Revenues are generally 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 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.

A significant portion of the Company's contracts are within the scope of ASC 605-35, Revenue—Construction-Type and
Production-Type Contracts, and revenue and costs on contracts are recognized using the percentage-of-completion method of
accounting. Accounting for the revenue and profit on a contract requires estimates of (1) the contract value or total contract
revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the
estimated costs to complete the contract's scope of work and (3) the measurement of progress towards completion. Depending
on the contract, the Company measures progress toward completion using either the cost-to-cost method or the units-of-
delivery method, with the great majority measured under the units of delivery method.

• Under the cost-to-cost method, progress toward completion is measured as the ratio of total costs incurred to estimated
total costs at completion. Costs are recognized as incurred. Profit is determined based on estimated profit margin on
the contract multiplied by progress toward completion. Revenue represents the sum of costs and profit on the contract
for the period.

• Under the units-of-delivery method, revenue on a contract is recorded as the units are delivered and accepted during

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

accumulating and allocating cost. Profit is recognized as the difference between revenue for the units delivered and
the estimated costs for the units delivered.

Adjustments to original estimates for a contract's revenues, estimated costs at completion and estimated total profit are

often required as work progresses under a contract, as experience is gained and as more information is obtained, even though
the scope of work required under the contract may not change, or if contract modifications occur. These estimates are also
sensitive to the assumed rate of production. Generally, the longer it takes to complete the contract quantity, the more relative
overhead that contract will absorb. The impact of revisions in cost estimates is recognized on a cumulative catch-up basis in
the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period in which
they become probable ("forward losses") and are first offset against costs that are included in inventory, with any remaining
amount reflected in accrued contract liabilities in accordance with ASC 605-35. Revisions in contract estimates, if significant,
can materially affect results of operations and cash flows, as well as valuation of inventory. Furthermore, certain contracts are
combined or segmented for revenue recognition in accordance with ASC 605-35.

For the fiscal year ended March 31, 2012, cumulative catch-up adjustments resulting from changes in estimates increased

operating income, net income and earnings per share by approximately $18,264, $11,755 and $0.23, respectively. The
cumulative catch-up adjustments to operating income for the fiscal year ended March 31, 2012 included gross favorable
adjustments of approximately $29,549 and gross unfavorable adjustments of approximately $11,285. For the fiscal year ended
March 31, 2011, there were no significant changes in estimates to our contracts accounted for under the percentage-of-
completion method that materially impacted the Company's results of operations, cash flows, or inventory valuation.

Amounts representing contract change orders or claims are only included in revenue when such change orders or claims
have been settled with the customer and to the extent that units have been delivered. Additionally, some contracts may contain
provisions for revenue sharing, price re-determination, requests for equitable adjustments, change orders or cost and/or
performance incentives. Such amounts or incentives are included in contract value when the amounts can be reliably estimated
and their realization is reasonably assured.

Although fixed-price contracts, which extend several years into the future, generally permit the Company to keep
unexpected profits if costs are less than projected, the Company also bears the risk that increased or unexpected costs may
reduce profit or cause the Company to sustain losses on the contract. In a fixed-price contract, the Company must fully absorb
cost overruns, not withstanding the difficulty of estimating all of the costs the Company will incur in performing these contracts
and in projecting the ultimate level of revenue that may otherwise be achieved.

Failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately or control costs during
performance of a fixed-price contract may reduce the profitability of a fixed-price contract or cause a loss. The Company
believes that it has recognized adequate provisions in the financial statements for losses on fixed-price contracts, but cannot be
certain that the contract loss provisions will be adequate to cover all actual future losses.

Included in net sales of the Aerostructures Group is the non-cash amortization of acquired contract liabilities recognized as

fair value adjustments through purchase accounting of the acquisition of Vought. For the fiscal years ended March 31, 2012
and 2011, the Company recognized $26,684 and $29,214, into net sales in the accompanying Consolidated Statements of
Income.

The Aftermarket Services Group providers repair and overhaul services, certain of which services are provided under long-

term power-by-the-hour contracts, comprising approximately 5% of the segment's net sales. 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 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.

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 $50,116, $50,465 and $25,670 for the fiscal years ended March 31,

2012, 2011 and 2010, respectively.

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

Retirement Benefits

Accounting rules covering defined benefit pension plans require that amounts recognized in financial statements be
determined on an actuarial basis. A significant element in determining the Company's pension income (expense) is the
expected long-term rate of return on plan assets. This expected return is an assumption as to the average rate of earnings
expected on the funds invested or to be invested to provide for the benefits included in the projected pension benefit obligation.
The Company applies this assumed long-term rate of return to a calculated value of plan assets, which recognizes changes in
the fair value of plan assets in a systematic manner over five years. This produces the expected return on plan assets that is
included in pension income (expense). The difference between this expected return and the actual return on plan assets is
deferred. The net deferral of past asset gains (losses) affects the calculated value of plan assets and, ultimately, future pension
income (expense).

At March 31 of each year, the Company determines the fair value of its pension plan assets as well as the discount rate to

be used to calculate the present value of plan liabilities. The discount rate is an estimate of the interest rate at which the
pension benefits could be effectively settled. In estimating the discount rate, the Company looks to rates of return on high-
quality, fixed-income investments currently available and expected to be available during the period to maturity of the pension
benefits. The Company uses a portfolio of fixed-income securities, which receive at least the second-highest rating given by a
recognized ratings agency.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. When determining fair value measurements for assets and liabilities required to be recorded at fair value, the Company
considers the principal or most advantageous market in which it would transact and also considers assumptions that market
participants would use when pricing an asset or liability. The fair value hierarchy has three levels of inputs that may be used to
measure fair value: Level 1—Quoted market prices in active markets for identical assets or liabilities; Level 2—Observable
market-based inputs or unobservable inputs that are corroborated by market data; and Level 3—Unobservable inputs that are
not corroborated by market data. The Company has applied fair value measurements to its derivatives and contingent
consideration (see Note 18) and to its pension and postretirement plan assets (see Note 15).

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 subsidiary Triumph Aviation Services—Asia is the U.S. dollar since that is
the currency in which that entity primarily generates and expends 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 (see Note 13). Gains and losses arising from foreign currency transactions of these subsidiaries are
included in net income.

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. A valuation allowance is provided
on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes
penalties and interest accrued related to income tax liabilities in the provision for income taxes in its consolidated statements of
income.

Recently Issued Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). This update will
require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to
understand the effect of those arrangements on its financial position. The intention is to enhance required disclosures by
improving information about financial instruments and derivative instruments that are either offset in accordance with FASB
guidance or are subject to an enforceable master netting arrangement; irrespective of whether they are offset in accordance with
FASB guidance. The provisions of ASU 2011-11 are effective for annual reporting periods beginning on or after January 1,
2013. The adoption of the provisions of ASU 2011-11 is not expected to have a material impact on the Company's consolidated

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

financial statements.

In September 2011, the FASB issued ASU 2011-08, Intangibles - Goodwill and Other - (Topic 350) Testing Goodwill for
Impairment ("ASU 2011-08"). The amendments in this update will allow an entity to first assess qualitative factors to
determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an
entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative
assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number
of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments are effective
for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early
adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15,
2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic
entities, have not yet been made available for issuance. Adoption of the provisions of ASU 2011-08 did not have a material
impact on the Company's consolidated financial statements.

Stock-Based Compensation

The Company recognizes compensation expense for share-based awards based on the fair value of those awards at the date

of grant. Stock-based compensation expense for fiscal years ended March 31, 2012, 2011 and 2010 was $4,988, $3,622 and
$3,220, respectively. The benefits of tax deductions in excess of recognized compensation expense were $1,880, $150 and
$206 for fiscal years ended March 31, 2012, 2011 and 2010, respectively. Included in the stock-based compensation for fiscal
years ended March 31, 2012 and 2011, is $1,873 and $1,176, respectively, classified as a liability as of March 31, 2012 and
2011 associated with each year's grant. 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.
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.)

Supplemental Cash Flow Information

For the fiscal year ended March 31, 2012, the Company received $29,439 in income tax refunds, net of income tax
payments. The Company paid $3,688 and $27,990 for income taxes, net of refunds received for the fiscal years ended March
31, 2011 and 2010, respectively. The Company made interest payments of $72,563, $58,750 and $16,284 for fiscal years ended
March 31, 2012, 2011 and 2010, respectively, including $12,401 of interest on debt assumed in the acquisition of Vought (Note
3) during the fiscal year ended March 31, 2011.

During the fiscal years ended March 31, 2012, 2011 and 2010, the Company financed $84, $11,569 and $13,942 of

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

property and equipment additions through capital leases, respectively. During the fiscal year ended March 31, 2012, the
Company issued 772,438 shares in connection with certain redemptions of convertible senior subordinated notes (Note 10).
During the fiscal year ended March 31, 2011, the Company issued 14,992,330 shares valued at $504,867 as partial
consideration for the acquisition of Vought (Note 3).

Warranty Reserves

A reserve has been established to provide for the estimated future cost of warranties on our delivered products. The
Company periodically reviews the reserves and adjustments are made accordingly. A provision for warranty on products
delivered is made on the basis of historical experience and identified warranty issues. Warranties cover such factors as non-
conformance to specifications and defects in material and workmanship. The majority of the Company's agreements include a
three-year warranty, although certain programs have warranties up to 20 years.

The following is a rollforward of the warranty reserves for the fiscal year ended March 31, 2012.

Balance, March 31, 2011

Charges to costs and expenses

Write-offs, net of recoveries

Exchange rate changes
Balance, March 31, 2012

19,711

3,261
(8,483)
(16)
14,473

ACQUISITIONS

Aviation Network Services, LLC

In October 2011, the Company's wholly-owned subsidiary Triumph Interiors, LLC acquired the assets of Aviation Network

Services, LLC ("ANS"), a leading provider of repair and refurbishment of aircraft interiors primarily for commercial airlines.
ANS provides Triumph Interiors, LLC with additional capacity and expanded product offerings, such as the repair and
refurbishment of passenger service units and other interior products. The results of Triumph Interiors, LLC continue to be
included in the Company's Aftermarket Services segment.

The purchase price for ANS of $9,180 included cash paid at closing, less cash received upon settlement of working capital
adjustments and the estimated acquisition-date fair value of contingent consideration. The estimated acquisition-date fair value
of contingent consideration relates to an earnout at the date of acquisition contingent upon the achievement of certain earnings
levels during the earnout period. The maximum amounts payable in respect of fiscal 2013, 2014 and 2015 are $1,100, $900
and $1,000, respectively. The estimated fair value of the earnout at the date of acquisition is $1,926, classified as a Level 3
liability in the fair value hierarchy. The excess of the purchase price over the estimated fair value of the net assets acquired of
$3,753 was recorded as goodwill. The Company has also identified intangible assets of $4,222 with a weighted-average life of
9.9 years. During the fourth quarter of fiscal 2012, the Company finalized the purchase price allocation. The finalization of the
Company's purchase accounting assessment did not result in significant measurement period adjustments and did not have a
material impact on the Company's consolidated balance sheet, statement of income, or statement of cash flows.

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

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

aggregate for the acquisition of ANS:

October 31, 2011

Trade and other receivables

Inventory

Prepaid expenses and other

Property and equipment

Goodwill

Intangible assets

Total assets

Accounts payable

Accrued expenses

Deferred tax liabilities

Other noncurrent liabilities

Total liabilities

625

545

264

3,753

4,222

9,421

118

1,926

2,167

The ANS acquisition has been accounted for under the acquisition method of accounting and, accordingly, is included in the
consolidated financial statements from the date of acquisition. The ANS acquisition was funded by the Company's long-term
borrowings in place at the date of acquisition. The Company incurred $168 in acquisition-related costs in connection with the
ANS acquisition recorded in acquisition and integration expenses in the accompanying consolidated statement of income.

Vought Aircraft Industries, Inc.

On June 16, 2010, the Company acquired by merger all of the outstanding shares of Vought, now operating as Triumph

Aerostructures—Vought Commercial Division, Triumph Aerostructures—Vought Integrated Programs Division and Triumph
Structures—Everett, for cash and stock consideration. The acquisition of Vought establishes the Company as a leading global
manufacturer of aerostructures for commercial, military and business jet aircraft. During the fiscal year ended March 31, 2011,
the Company incurred $20,902 in acquisition-related expenses in connection with the acquisition of Vought, including $4,583
of bridge financing fees on undrawn commitments. Such commitments expired upon closing of the acquisition of Vought.

Fair value of consideration transferred: The following details consideration transferred to acquire Vought:

(in thousands, except share and per share amounts)

Number of Triumph shares issued to Vought shareholders

Triumph share price as of the acquisition date
Cash consideration transferred to Vought shareholders

14,992,330

33.68

Estimated
Fair Value

Form of Consideration

504,867 Triumph common stock
547,950 Cash

Total fair value of consideration transferred

1,052,817

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

Recording of assets acquired and liabilities assumed: The following condensed balance sheet represents the amounts

assigned to each major asset and liability caption in the aggregate for the acquisition of Vought:

Cash
Accounts receivable
Inventory
Prepaid expenses and other
Property and equipment
Goodwill
Intangible assets
Deferred tax assets
Other assets
Total assets
Accounts payable
Accrued expenses
Deferred tax liabilities
Debt
Acquired contract liabilities, net
Accrued pension and other postretirement benefits, noncurrent
Other noncurrent liabilities
Total liabilities

June 16, 2010

214,833
165,789
410,279
4,850
375,229
1,026,763
807,000
244,895
384
3,250,022
143,995
269,492
4,674
590,710
124,548
993,189
70,597
2,197,205

$
$

Goodwill in the amount of $1,026,763 was recognized for this acquisition and is calculated as the excess of the

consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets
acquired that could not be individually identified and separately recognized. Specifically, goodwill recorded as part of the
acquisition of Vought includes:

•

the expected synergies and other benefits that the Company believes will result from combining the operations of
Vought with the operations of Triumph;

any intangible assets that do not qualify for separate recognition such as assembled workforce; and

the value of the going-concern element of Vought's existing businesses (the higher rate of return on the assembled
collection of net assets versus acquiring all of the net assets separately).

The goodwill is not deductible for tax purposes.

The recorded amounts for assets and liabilities were completed as of June 15, 2011; however, certain errors in the
acquisition method of accounting were corrected during the fourth quarter of fiscal 2012. The adjustments to the acquisition
method of accounting recorded in fiscal 2012 did not have a significant impact on the Company’s consolidated balance sheet,
statement of income, or statement of cash flows.

Actual and pro forma impact of the Vought acquisition: The following table presents information for Vought that is

included in the Company's consolidated statement of income from June 16, 2010 through the end of fiscal 2011:

Net sales

Operating income

Fiscal year ended

March 31, 2011

1,527,326

161,629

The unaudited pro forma results presented below include the effects of the acquisition of Vought as if it had been
consummated as of April 1, 2010 for fiscal year 2011. The pro forma results include the amortization associated with an
estimate for acquired intangible assets and interest expense associated with debt used to fund the acquisition, as well as fair
value adjustments for property and equipment, off market contracts and favorable leases. To better reflect the combined
operating results, material nonrecurring charges directly attributable to the transaction have been excluded. In addition, the pro
forma results do not include any anticipated synergies or other expected benefits of the acquisition. Accordingly, the unaudited
67

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved
had the acquisition been consummated as of April 1, 2010.

Net sales
Income from continuing operations
Income from continuing operations—basic
Income from continuing operations—diluted

FISCAL 2010 ACQUISITIONS

Acquisition of DCL Avionics, Inc.

Fiscal year ended

March 31, 2011

$
$

3,269,413
154,999
3.22
3.07

Effective January 29, 2010, the Company's wholly-owned subsidiary Triumph Instruments—Burbank, Inc. acquired the

assets and business of DCL Avionics, Inc. ("DCL"). DCL operated a Federal Aviation Administration ("FAA") approved
avionics repair station and components dealership. DCL provides Triumph Instruments—Burbank, Inc. with additional capacity
as well as a strategic location on the Van Nuys, California, airport. The results for Triumph Instruments—Burbank, Inc.
continue to be included in the Company's Aftermarket Services segment.

Acquisition of Fabritech, Inc.

Effective March 1, 2010, the Company acquired all of the outstanding shares of Fabritech, Inc. ("Fabritech"), renamed
Triumph Fabrications—St. Louis, Inc. Triumph Fabrications—St. Louis, Inc. is a component manufacturer and repair station
for critical military rotary-wing platforms. Fabritech provides the Company with high-end maintenance and manufactured
solutions focused on aviation drive train, mechanical, hydraulic and electrical hardware items, including gearboxes, cargo
hooks and vibration absorbers. The results for Triumph Fabrications—St. Louis, Inc. were included in the Company's
Aftermarket Services segment as of March 31, 2010, and have been reclassified to the Company's Aerospace Systems segment
as of and during the quarter ended June 30, 2010.

The acquisitions of DCL and Fabritech are herein referred to as the "fiscal 2010 acquisitions." The combined purchase
price for the fiscal 2010 acquisitions of $34,547 includes cash paid at closing, deferred payments and estimated contingent
payments. The estimated contingent payments represent an earnout contingent upon the achievement of certain earnings levels
during the earnout period. The maximum amounts payable in respect of fiscal 2012 and 2013 are $11,400 and $4,600,
respectively. The estimated fair value of the earnout note at the date of acquisition of $2,545 is classified as a Level 3 liability
in the fair value hierarchy (Note 18). The excess of the purchase price over the estimated fair value of the net assets acquired
of $11,594 was recorded as goodwill, which is not deductible for tax purposes. The Company has also identified intangible
assets valued at $7,421 with a weighted-average life of 13.0 years. During fiscal 2011, the Company finalized the purchase
price allocation for the fiscal 2010 acquisitions as a result of receiving the final appraisals of tangible and intangible assets and
contingent consideration. The measurement period adjustments on the fiscal 2010 acquisitions did not have a significant
impact on the Company’s consolidated balance sheets, statements of income, or statements of cash flows.

The fiscal 2010 acquisitions have been accounted for under the acquisition method and, accordingly, are included in the

consolidated financial statements from the effective date of acquisition. The fiscal 2010 acquisitions were funded by the
Company's cash and cash equivalents at the date of acquisition. The Company incurred $406 in acquisition-related costs in
connection with the fiscal 2010 acquisitions recorded in selling, general and administrative expenses in the accompanying
consolidated statement of income.

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

In September 2007, the Company decided to sell Triumph Precision Castings Co. ("TPC"), 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.

Due to failed negotiations with certain potential buyers of the business occurring during fiscal 2010, the Company
reassessed its estimated fair value of the business based on current viable offers to purchase the business, recent performance
results and overall market conditions, resulting in a write-down, which was applied to accounts receivable, inventory and
property, plant and equipment. The Company recognized a pretax loss of $17,383 in the third quarter of fiscal 2010. Included
in the loss from discontinued operations for the fiscal year ended March 31, 2010 is an impairment charge of $2,512 recorded
during the first quarter of fiscal 2010.

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

The disposition of TPC had been delayed due in part to a dispute with TPC's largest customer, which had a right of first

refusal to purchase TPC. In February 2011, TPC entered into a settlement agreement with that customer, which included
termination of the right of first refusal and resulted in a settlement charge of $2,250. In July 2011, the Company completed the
sale of Triumph Precision Castings Co. for proceeds of $3,902, plus contingent consideration, resulting in no gain or loss on the
disposal.

Revenues of discontinued operations were $286, $1,832 and $2,128 for the fiscal years ended March 31, 2012, 2011 and
2010, respectively. The loss from discontinued operations was $765, $2,512 and $17,526, net of income tax benefit of $412,
$1,351 and $9,376 for the fiscal years ended March 31, 2012, 2011 and 2010, respectively. Interest expense of $68, $267 and
$2,342 was allocated to discontinued operations for the fiscal years ended March 31, 2012, 2011 and 2010, respectively, based
upon the actual borrowings of the operations, and such interest expense is included in the loss from discontinued operations.

For financial statement purposes, the assets, liabilities and results of operations 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.

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

Assets held for sale:
Trade and other receivables, net

Inventories

Property, plant and equipment

Other

Total assets held for sale

Liabilities held for sale:

Accounts payable

Accrued expenses

Other noncurrent liabilities

Total liabilities held for sale

March 31, 2011

1,314

237

3,000

4,574

154

178

431

In December 2010, the Company sold certain contracts and related assets of the Milwaukee sales office of Triumph

Accessory Services—Wellington at net book value for total proceeds of $3,072, with $2,458 received at closing and $614
received upon expiration of the escrow in December 2011, resulting in no gain or loss on sale.

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

Work-in-process

Finished goods

Less: unliquidated progress payments

Total inventories

March 31,

2012

2011

53,103

887,686

41,617
(164,450)
817,956

72,174

805,642

42,104
(138,206)
781,714

According to the provisions of U.S. Government contracts, the customer has title to, or a security interest in, substantially
all inventories related to such contracts. Included above is total net inventory on government contracts of $63,570 and $80,201,
respectively, at March 31, 2012 and 2011.

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

balance of capitalized pre-production costs at March 31, 2012 was $19,385.

PROPERTY AND EQUIPMENT

Net property and equipment at March 31, 2012 and 2011 is:

Land

Construction in process

Buildings and improvements

Furniture, fixtures and computer equipment

Machinery and equipment

Less accumulated depreciation

March 31,

2012

2011

36,995

29,523

234,088

113,523

721,215

1,135,344

401,964

733,380

37,270

87,157

201,183

62,641

668,460

1,056,711

321,832

734,879

Depreciation expense for the fiscal years ended March 31, 2012, 2011 and 2010 was $85,811, $68,891 and $39,715,
respectively, which includes depreciation of assets under capital lease. Included in furniture, fixtures and computer equipment
above is $67,112 and $19,257, respectively, of capitalized software at March 31, 2012 and 2011, which were offset by
accumulated depreciation of $22,275 and $10,720, respectively.

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, 2012 and 2011:

Aerostructures

Aerospace
Systems

Aftermarket
Services

Total

Balance, March 31, 2011

1,294,478

183,633

52,469

1,530,580

Goodwill recognized in connection with acquisitions

Purchase price adjustments

Purchase accounting adjustments

Effect of exchange rate changes and other

1,949
(215)
11,497

—

Balance, March 31, 2012

1,307,709

—

—
(1,190)
182,443

3,753

—

56,222

5,702
(215)
11,497
(1,190)
1,546,374

Aerostructures

Aerospace
Systems

Aftermarket
Services

Total

Balance, March 31, 2010

259,715

178,581

52,358

490,654

Goodwill recognized in connection with acquisitions

1,026,763

Purchase price adjustments

Effect of exchange rate changes and other

8,000

—

3,048

2,004

—

111

—

1,026,763

11,159

2,004

Balance, March 31, 2011

1,294,478

183,633

52,469

1,530,580

The fiscal year ended March 31, 2012 purchase accounting adjustments of $11,497 relate to errors identified and corrected
subsequent to the end of the measurement period. The fiscal year ended March 31, 2011 amounts have been restated due to the
measurement period adjustments related to the acquisition of Vought.

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

Intangible Assets

The components of intangible assets, net are as follows:

Customer relationships

Product rights and licenses

Noncompete agreements and other

Tradename

Total intangibles, net

Customer relationships

Product rights and licenses

Noncompete agreements and other

Tradename

Total intangibles, net

March 31, 2012

Weighted-
Average Life (in
Years)

Gross Carrying
Amount

Accumulated
Amortization

16.3

12.0

13.0

Indefinite-lived

Weighted-
Average Life (in
Years)

16.4

12.0

12.7

Indefinite-lived

460,054

37,776

7,327

425,000

(70,169) $
(24,208)
(6,104)
—

930,157

(100,481) $

March 31, 2011

Gross Carrying
Amount

Accumulated
Amortization

456,282

73,739

13,239

425,000

(40,657) $
(56,640)
(11,343)
—

968,260

(108,640) $

Net

389,885

13,568

1,223

425,000

829,676

Net

415,625

17,099

1,896

425,000

859,620

Amortization expense for the fiscal years ended March 31, 2012, 2011 and 2010 was $33,913, $30,766 and $14,703,
respectively. Amortization expense for the five fiscal years succeeding March 31, 2012 by year is expected to be as follows:
2013: $39,969; 2014: $32,061; 2015: $31,140; 2016: $31,140; 2017: $27,576 and thereafter: $242,790.

ACCRUED EXPENSES

Accrued expenses are composed of the following items:

Accrued pension

Deferred revenue, advances and progress billings

Accrued other postretirement benefits

Accrued compensation

Accrued interest

Warranty reserve

Accrued workers' compensation

Accrued insurance

All other

Total accrued expenses

LEASES

March 31,

2012

2011

3,938

29,916

36,526

123,141

14,773

11,416

13,365

13,534

65,011

3,931

42,439

35,456

104,444

19,711

15,242

11,988

13,244

66,899

311,620

313,354

At March 31, 2012, future minimum payments under noncancelable operating leases with initial or remaining terms of
more than one year were as follows: 2013—$22,331; 2014—$16,091; 2015—$13,605; 2016—$11,955; 2017—$8,401 and
thereafter—$20,755 through 2027. In the normal course of business, operating leases are generally renewed or replaced by
other leases.

At March 31, 2012, future minimum sublease rentals are as follows: 2013—$618; 2014—$547; 2015—$557; 2016—$567;

2017—$577 and thereafter—$291 through 2018.

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

Total rental expense was $43,392, $43,865 and $14,954 for the fiscal years ended March 31, 2012, 2011 and 2010,

respectively.

10.

LONG-TERM DEBT

Long-term debt consists of the following:

Revolving credit facility

Receivable securitization facility

Equipment leasing facility

Term loan credit agreement

Secured promissory notes

Senior subordinated notes due 2017

Senior notes due 2018

Convertible senior subordinated notes

Other debt

Less: current portion

Revolving Credit Facility

March 31,

2012

2011

320,000

120,000

61,301

—

173,061

347,867

128,655

7,978

1,158,862

142,237

85,000

100,000

67,822

346,731

7,505

172,801

347,623

176,544

7,978

1,312,004

300,252

1,016,625

1,011,752

On April 5, 2011, the Company amended and restated its existing credit agreement (the “Credit Facility”) with its lenders

to (i) increase the availability under the Credit Facility to $850,000, with a $50,000 accordion feature, from $535,000,
(ii) extend the maturity date to April 5, 2016 and (iii) amend certain other terms and covenants. The amendment results in a
more favorable pricing grid and a more streamlined package of covenants and restrictions. Using the availability under the
Credit Facility, the Company immediately extinguished its term loan credit agreement (the "Term Loan") at face value of
$350,000, plus accrued interest. In connection with the amendment to the Credit Facility, the Company incurred approximately
$3,588 of financing costs. These costs, along with the $5,282 of unamortized financing costs prior to the closing, are being
amortized over the remaining term of the Credit Facility.

On May 10, 2010, the Company entered into the Credit Facility, which became available on June 16, 2010 in connection

with the consummation of the acquisition of Vought. The obligations under the Credit Facility and related documents are
secured by liens on substantially all assets of the Company and its domestic subsidiaries pursuant to a Guarantee and Collateral
Agreement, dated as of June 16, 2010, among the Company and the subsidiaries of the Company party thereto. Such liens were
pari passu to the liens securing the Company's obligations under the Term Loan described below pursuant to an intercreditor
agreement dated June 16, 2010 among the agents under the Credit Facility and the Term Loan, the Company and its domestic
subsidiaries that are borrowers and/or guarantors under the Credit Facility and the Term Loan (the "Intercreditor Agreement").

The Credit Facility replaced and refinanced the Company's Amended and Restated Credit Agreement dated as of

August 14, 2009 (the "2009 Credit Agreement"), which agreement was terminated and all obligations thereunder paid in full
upon the consummation of the acquisition of Vought.

Pursuant to the Credit Facility, the Company can borrow, repay and re-borrow revolving credit loans, and cause to be
issued letters of credit, in an aggregate principal amount not to exceed $850,000 outstanding at any time. The Credit Facility
bears interest at either: (i) LIBOR plus between 1.75% and 3.00%; (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 0.30% and
0.50% on the unused portion of the Credit Facility. The Company’s obligations under the Credit Facility are guaranteed by the
Company’s domestic subsidiaries.

At March 31, 2012, there were $320,000 in outstanding borrowings and $33,240 in letters of credit under the Credit

Facility primarily to support insurance policies. At March 31, 2011, there were $85,000 in borrowings and $40,135 in letters of
credit outstanding. The level of unused borrowing capacity under the Credit Facility varies from time to time depending in part
upon the Company's compliance with financial and other covenants set forth in the related agreement. The Credit Facility

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

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, payment of dividends and incurrence of debt. If an event of default were
to occur under the Credit Facility, the lenders would be entitled to declare all amounts borrowed under it immediately due and
payable. The occurrence of an event of default under the Credit Facility could also cause the acceleration of obligations under
certain other agreements. The Company is in compliance with all such covenants as of March 31, 2012. As of March 31, 2012,
the Company had borrowing capacity under the Credit Facility of $496,760 after reductions for borrowings and letters of credit
outstanding under the Credit Facility.

On May 23, 2012, the Company amended the Credit Facility with its lenders to (i) increase the availability under the Credit

Facility to $1,000,000, with a $50,000 accordion feature, from $850,000, (ii) extend the maturity date to May 23, 2017 and
(iii) amend certain other terms and covenants. The amendment results in a more favorable pricing grid and a more streamlined
package of covenants and restrictions.

Receivables Securitization Program

In June 2011, the Company amended its $175,000 receivable securitization facility (the "Securitization Facility"),

extending the term through June 2014. In connection with the Securitization Facility, the Company sells on a revolving basis
certain eligible 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, 2012, the maximum
amount available under the Securitization Facility was $144,300. 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 0.55% on the amount outstanding under
the Securitization Facility. Additionally, the commitment fee is 0.55% on 102% of the maximum amount available under the
Securitization Facility. At March 31, 2012, $120,000 was outstanding under the Securitization Facility. In connection with
amending the Securitization Facility, the Company incurred approximately $351 of financing costs. These costs, along with the
$831 of unamortized financing costs prior to the amendment, 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 pursuant to the Transfers and Servicing topic of the ASC.

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. The Company is in compliance with all such covenants as of March 31, 2012.

Equipment Leasing Facility and Other Capital Leases

During March 2009, the Company entered into a seven-year Master Lease Agreement ("Leasing Facility") creating a
capital lease of certain existing property and equipment. The net proceeds from the Leasing Facility were used to repay a
portion of the outstanding indebtedness under the Company's 2009 Credit Agreement. The Leasing Facility bears interest at a
weighted-average fixed rate of 6.2% per annum.

During the fiscal years ended March 31, 2012, 2011 and 2010, the Company entered into new capital leases in the amounts

of $84, $11,569 and $13,942, respectively, to finance a portion of the Company's capital additions for the respective years.

Term Loan Credit Agreement

The Company entered into a Term Loan dated as of June 16, 2010, which proceeds were used to partially finance the
acquisition of Vought. The Term Loan provided for a six-year term loan in a principal amount of $350,000, repayable in equal
quarterly installments at a rate of 1.00% of the original principal amount per year, with the balance payable on the final
maturity date. The proceeds of the loans under the Term Loan, which were 99.50% of the principal amount, were used to
consummate the acquisition of Vought. In connection with the closing on the Term Loan, the Company incurred approximately
$7,133 of costs, which were deferred and were being amortized into expense over the term of the Term Loan.

The obligations under the Term Loan were guaranteed by substantially all of the Company's domestic subsidiaries and

secured by liens on substantially all of the Company's and the guarantors' assets pursuant to a Guarantee and Collateral
Agreement (the "Term Loan Guarantee and Collateral Agreement") and certain other collateral agreements, in each case subject
to the Intercreditor Agreement. Borrowings under the Term Loan bear interest, at the Company's option, at either the base rate
(subject to a 2.50% floor), plus a margin between 1.75% and 2.00%, or at the Eurodollar Rate (subject to a 1.50% floor), plus a
margin driven by net leverage between 2.75% and 3.00%.

On April 5, 2011, in connection with the amendment and restatement of the Credit Facility, the Company extinguished the

Term Loan at face value of $350,000, plus accrued interest. As a result, the Company recognized a pre-tax loss on

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

extinguishment of debt of $7,712 associated with the write-off of the remaining unamortized discount and deferred financing
fees on the Term Loan included in Interest expense and other.

Senior Subordinated Notes Due 2017

On November 16, 2009, the Company issued $175,000 principal amount of 8.00% Senior Subordinated Notes due 2017
(the "2017 Notes"). The 2017 Notes were sold at 98.56% of principal amount and have an effective interest yield of 8.25%.
Interest on the 2017 Notes is payable semiannually in cash in arrears on May 15 and November 15 of each year. In connection
with the issuance of the 2017 Notes, the Company incurred approximately $4,390 of costs, which were deferred and are being
amortized on the effective interest method over the term of the 2017 Notes.

The 2017 Notes are senior subordinated unsecured obligations of the Company and rank subordinated to all of the existing
and future senior indebtedness of the Company and the Guarantor Subsidiaries (defined below), including borrowings under the
Company's existing Credit Facility, and pari passu with the Company's and the Guarantor Subsidiaries' existing and future
senior subordinated indebtedness. The 2017 Notes are guaranteed, on a full, joint and several basis, by each of the Company's
domestic restricted subsidiaries that guarantees any of the Company's debt or that of any of the Company's restricted
subsidiaries under the Credit Facility, and in the future by any domestic restricted subsidiaries that guarantee any of the
Company's debt or that of any of the Company's domestic restricted subsidiaries incurred under any credit facility (collectively,
the "Guarantor Subsidiaries"), in each case on a senior subordinated basis. If the Company is unable to make payments on the
2017 Notes when they are due, each of the Guarantor Subsidiaries would be obligated to make them instead.

The Company has the option to redeem all or a portion of the 2017 Notes at any time prior to November 15, 2013 at a
redemption price equal to 100% of the principal amount of the 2017 Notes redeemed plus an applicable premium set forth in
the Indenture and accrued and unpaid interest, if any. The 2017 Notes are also subject to redemption, in whole or in part, at any
time on or after November 15, 2013, at redemption prices equal to (i) 104% of the principal amount of the 2017 Notes
redeemed, if redeemed prior to November 15, 2014, (ii) 102% of the principal amount of the 2017 Notes redeemed, if
redeemed prior to November 15, 2015 and (iii) 100% of the principal amount of the Notes redeemed, if redeemed thereafter,
plus accrued and unpaid interest. In addition, at any time prior to November 15, 2012, the Company may redeem up to 35% of
the principal amount of the 2017 Notes with the net cash proceeds of qualified equity offerings at a redemption price equal to
108% of the aggregate principal amount plus accrued and unpaid interest, if any, subject to certain limitations set forth in the
indenture governing the 2017 Notes (the "Indenture").

Upon the occurrence of a change of control, the Company must offer to purchase the 2017 Notes from holders at 101% of

their principal amount plus accrued and unpaid interest, if any, to the date of purchase.

The Indenture contains covenants that, among other things, limit the Company's ability and the ability of any of the
Guarantor Subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted
payments, (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments,
(iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets,
(vi) incur additional indebtedness, (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries,
and (viii) enter into transactions with affiliates.

Senior Notes due 2018

On June 16, 2010, in connection with the acquisition of Vought, the Company issued $350,000 principal amount of 8.63%

Senior Notes due 2018 (the "2018 Notes"). The 2018 Notes were sold at 99.27% of principal amount and have an effective
interest yield of 8.75%. Interest on the Notes accrues at the rate of 8.63% per annum and is payable semiannually in cash in
arrears on January 15 and July 15 of each year, commencing on January 15, 2011. In connection with the issuance of the 2018
Notes, the Company incurred approximately $7,307 of costs, which were deferred and are being amortized on the effective
interest method over the term of the 2018 Notes.

The 2018 Notes are the Company's senior unsecured obligations and rank equally in right of payment with all of its other
existing and future senior unsecured indebtedness and senior in right of payment to all of its existing and future subordinated
indebtedness. The 2018 Notes are guaranteed on a full, joint and several basis by each of the Guarantor Subsidiaries.

The Company may redeem some or all of the 2018 Notes prior to July 15, 2014 by paying a "make-whole" premium. The

Company may redeem some or all of the 2018 Notes on or after July 15, 2014 at specified redemption prices. In addition, prior
to July 15, 2013, the Company may redeem up to 35% of the 2018 Notes with the net proceeds of certain equity offerings at a
redemption price equal to 108.63% of the aggregate principal amount plus accrued and unpaid interest, if any, subject to certain
limitations set forth in the indenture governing the 2018 Notes (the "2018 Indenture").

The Company is obligated to offer to repurchase the 2018 Notes at a price of (i) 101% of their principal amount plus

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

accrued and unpaid interest, if any, as a result of certain change of control events and (ii) 100% of their principal amount plus
accrued and unpaid interest, if any, in the event of certain asset sales. These restrictions and prohibitions are subject to certain
qualifications and exceptions.

The 2018 Indenture contains covenants that, among other things, limit the Company's ability and the ability of any of the

Guarantor Subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted
payments, (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments,
(iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets,
(vi) incur additional indebtedness, (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries,
and (viii) enter into transactions with affiliates.

Convertible Senior Subordinated Notes

On September 18, 2006, the Company issued $201,250 in convertible senior subordinated notes (the "Convertible Notes").

The Convertible 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 Convertible Notes of approximately $194,998 after deducting

debt issuance costs of approximately $6,252. The issuance costs were allocated to the respective liability and equity
components, with the liability component recorded as other assets and the equity component recorded as a reduction of equity
in the accompanying consolidated balance sheets. Debt issuance costs were fully amortized as of September 30, 2011.

The Convertible Notes bear interest at a fixed rate of 2.63% 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 semiannual period from October 1 to March 31 or from April 1 to September 30 thereafter,
the Company pays 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 semiannual period
equals or exceeds 120% of the principal amount of the Convertible Notes. The contingent interest payable per note in respect
of any semiannual 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. The value of the derivative was not
material at March 31, 2012 due to overall market volatility, recent conversions by holders of the Convertible Notes, as well as
the Company's ability to call the Convertible Notes at any time after October 6, 2011.

Prior to fiscal 2011, the Company paid $19,414 to purchase $22,200 in principal amount of the Convertible Notes.

The Convertible Notes mature on October 1, 2026 unless earlier redeemed, repurchased or converted. The Company may

redeem the Convertible 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 Convertible 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
Convertible Notes will have the right to require the Company to repurchase for cash all or a portion of their Convertible Notes
on October 1, 2011, 2016 and 2021, at a repurchase price equal to 100% of the principal amount of the Convertible 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 Convertible Notes are convertible into the Company's common stock at a rate equal to
36.7695 shares per $1 principal amount of the Convertible Notes (equal to an initial conversion price of approximately $27.19
per share), subject to adjustment as described in the Indenture. Upon conversion, the Company will deliver to the holder
surrendering the Convertible Notes for conversion, for each $1 principal amount of Convertible Notes, an amount consisting of
cash equal to the lesser of $1 and the Company's total conversion obligation and, to the extent that the Company's total
conversion obligation exceeds $1, at the Company's election, cash or shares of the Company's common stock in respect of the
remainder.

A holder may surrender its Convertible Notes for conversion: (i) during any fiscal quarter if the last reported sale price of
the Company's common stock for at least twenty trading days during the period of thirty 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 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 Convertible Notes on each such day; (iii) if
the Company has called the Convertible 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 value, distribution of assets (including cash) with a per share value exceeding 10% of the market value of

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

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.

The Convertible Notes are eligible for conversion upon meeting certain conditions as provided in the indenture governing
the Convertible Notes. For the periods from January 1, 2011 through March 31, 2012, the Convertible Notes were eligible for
conversion. During the fiscal year ended March 31, 2012, the Company settled the conversion of $50,395 in principal value of
the Convertible Notes, as requested by the respective holders, with the principal settled in cash and the conversion benefit
settled through the issuance of 772,438 shares. In March and April 2012, the Company received notice of conversion from
holders of $15,022 in principal value of the Convertible Notes. These conversions were settled in the first quarter of fiscal
2013 with the principal settled in cash and the conversion benefit settled through the issuance of 310,632 shares. In April 2012,
the Company delivered a notice to holders of the Convertible Notes to the effect that, for at least twenty trading days during the
thirty consecutive trading days preceding March 31, 2012, the closing price of the Company's common stock was greater than
or equal to 130% of the conversion price of such notes on the last trading day. Under the terms of the Convertible Notes, the
increase in the Company's stock price triggered a provision, which gave holders of the Convertible Notes a put option through
June 30, 2012. Accordingly, the balance sheet classification of the Convertible Notes will be short term for as long as the put
option remains in effect.

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 $27.19. The average price of the Company's common stock for the
fiscal years ended March 31, 2012 and 2011 was $53.26 and $39.48, respectively. Therefore, 2,606,189 and 2,040,896
additional shares, respectively, 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, 2010 was $23.34 and, therefore, no additional shares were included in the
diluted earnings per share calculation for that fiscal year.

Interest paid on indebtedness during the fiscal years ended March 31, 2012, 2011 and 2010 amounted to $72,563, $58,750
and $16,284, respectively. Interest capitalized during the fiscal years ended March 31, 2012, 2011 and 2010 was $1,077, $1,289
and $0, respectively.

As of March 31, 2012, the maturities of long-term debt are as follows: 2013—$142,237; 2014—$13,400; 2015—

$131,988; 2016—$332,397; 2017—$1,913; and thereafter—$540,998 through 2020.

11.

OTHER NONCURRENT LIABILITIES

Other noncurrent liabilities are composed of the following items:

Acquired contract liabilities, net

Deferred grant income

Accrued workers' compensation

Accrued warranties

Income tax reserves

Contingent consideration

All other

Total other noncurrent liabilities

March 31,

2012

2011

68,650

28,295

20,861

3,057

1,531

2,019

11,874

136,287

95,334

31,417

21,055

4,469

1,266

2,870

11,377

167,788

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

12.

INCOME TAXES

The components of pretax income are as follows:

Foreign

Domestic

The components of income tax expense are as follows:

Current:

Federal

State

Foreign

Deferred:

Federal

State

Foreign

Year ended March 31,

2012

2011

2010

10,200

427,377

437,577

10,423

224,054

234,477

5,086

121,369

126,455

Year ended March 31,

2012

2011

2010

2,012

352

138

2,502

137,642

16,359
(548)
153,453

(2,955) $
1,331

1,607
(17)

74,084

7,999

—

82,083

155,955

82,066

30,095

2,819

729

33,643

6,790

472

262

7,524

41,167

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

Domestic production tax benefits

Other

Effective income tax rate

Year ended March 31,

2012

2011

2010

35.0%

2.5
(0.8)
(0.7)
(0.1)
—
(0.3)
35.6%

35.0%

2.6

0.1
(1.4)
—

—
(1.3)
35.0%

35.0%

2.1

0.1
(2.4)
(0.1)
(1.9)
(0.9)
31.9%

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

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

Deferred tax assets:

Net operating loss carryforwards

Inventory

Accruals and reserves

Pension and other postretirement benefits

Acquired contract liabilities, net

Other

Valuation allowance

Net deferred tax assets

Deferred tax liabilities:
Long-term contract accounting

Property and equipment

Goodwill and other intangible assets

Prepaid expenses and other

March 31,

2012

2011

144,616

190,724

13,126

56,033

302,262

25,960

2,796

544,793
(347)
544,446

154,846

153,086

331,296

20,802

660,030

11,635

55,224

300,210

36,100

717

594,610
(734)
593,876

134,854

128,589

331,288

23,419

618,150

24,274

Net deferred tax liabilities

115,584

As of March 31, 2012, the Company has federal and state net operating loss carryforwards of $674,209 expiring in various

years through 2031. The Company also has a foreign net operating loss carryforward of $351. There was a decrease in total
valuation allowance for fiscal 2012 in the amount of $387, primarily associated with the reversal of the valuation allowance on
foreign net operating loss carryforwards. The deferred tax asset and liability balances as of March 31, 2011 have been restated
for final purchase accounting adjustments related to Vought during the measurement period.

The effective income tax rate for the fiscal year ended March 31, 2012 was 35.6% as compared to 35.0% for the fiscal year

ended March 31, 2011. The effective income tax rate for the fiscal year ended March 31, 2012 reflects the expiration of the
research and development tax credit as of December 31, 2011 and the absence of the domestic production deduction due to the
Company's net operating loss position. In fiscal 2012, the Company filed and received a refund claim for $29,314 as a result of
carrying back tax losses from fiscal 2011 to prior years. The income tax provision for the fiscal year ended March 31, 2012
included $1,537 of tax expense due to the recapture of domestic production deductions taken in those carry-back periods, offset
by a $1,225 net tax benefit related to filing our fiscal 2011 tax return.

The effective income tax rate for the fiscal year ended March 31, 2011 was impacted by the non-deductibility of certain
acquisition-related expenses, which was more than offset by the retroactive reinstatement of the research and development tax
credit back to January 1, 2010 and by reductions to unrecognized tax benefits as a result of the resolution of prior years' tax
examinations.

The Company has been granted an income tax holiday as an incentive to attract foreign investment by the Government of
Thailand. The tax holiday expires in November 2014. We do not have any other tax holidays in the jurisdictions in which we
operate. The income tax benefit attributable to the tax status of our subsidiary in Thailand was approximately $2,514 or $0.05
per diluted share in fiscal 2012, $1,972 or $0.04 per diluted share in fiscal 2011 and $149 or $0.00 per diluted share in fiscal
2010.

Cumulative undistributed earnings of foreign subsidiaries, for which no U.S. income or foreign withholding taxes have
been recorded, approximated $28,654 at March 31, 2012. As the Company currently intends to indefinitely reinvest all such
earnings, no provision has been made for income taxes that may become payable upon distribution of such earnings, and it is
not practicable to determine the amount of the related unrecognized deferred income tax liability.

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

The Company has classified uncertain tax positions as noncurrent 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, 2012 and
2011, the total amount of accrued income tax-related interest and penalties was $239 and $156, respectively.

As of March 31, 2012 and 2011, the total amount of unrecognized tax benefits was $7,199 and $6,934, respectively, of
which $5,415 and $5,151, respectively, would impact the effective rate, if recognized. The Company anticipates that total
unrecognized tax benefits may be reduced by $0 in the next 12 months.

As of March 31, 2012, the Company was subject to examination in one state jurisdiction for the fiscal years ended
March 31, 2007 through March 31, 2009. The Company has filed appeals in a prior state examination related to fiscal years
ended March 31, 1999 through March 31, 2005. Because of net operating losses acquired as part of the acquisition of Vought,
the Company is subject to U.S. federal income tax examinations and various state jurisdiction examinations for the years ended
December 31, 2004 and after related to previously filed Vought tax returns. 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, 2009, state or local examinations for fiscal years ended before March 31, 2007, or foreign income tax
examinations by tax authorities for fiscal years ended before March 31, 2008.

During the fiscal years ended March 31, 2012, 2011 and 2010, the Company added $82, $23 and $143 of 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, 2012 and 2011 follows:

Ending Balance—March 31, 2010

Additions for tax positions related to the current year

Additions for tax positions of prior years

Additions for the acquisition of Vought

Reductions for tax positions of prior years

Reductions as a result of a lapse of statute of limitations

Settlements

Ending Balance—March 31, 2011

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, 2012

13.

STOCKHOLDERS' EQUITY

4,169

517

629

5,151
(2,502)
—
(1,027)
6,937

345

—
(149)
—

—
7,133

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 25, 2012, 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.

In June 2010, the Company issued 14,992,330 shares of common stock as partial consideration for the acquisition of

Vought (see Note 3).

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 $0.01 par value, 250,000 shares authorized. At March 31, 2012 and 2011, zero shares

of preferred stock were outstanding.

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

Accumulated Other Comprehensive (Loss) Income

The components of accumulated other comprehensive (loss) income are as follows:

Pension and postretirement adjustments, net of income taxes of $9,060 and $(68,955),
respectively

Unrealized gains (losses) on derivatives, net of income taxes of ($80) and $142,
respectively

Foreign currency translation adjustments

March 31,

2012

2011

(14,783) $

112,506

132

5,345
(9,306) $

(232)
8,197

120,471

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

Weighted-average common shares outstanding—diluted

15.

EMPLOYEE BENEFIT PLANS

Defined Contribution Pension Plan

2012

Year ended March 31,

2011

(thousands)

2010

48,821

446

2,606

51,873

45,006

440

2,042

47,488

32,918

414

—

33,332

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. During fiscal 2011, the Company changed its method for matching
contributions. The Company generally matches contributions up to 60% of the first 6% of compensation contributed by the
participant, calculated as 100% of the first 2% contributed, plus 40% of the next 4% contributed. 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 $19,701, $22,853 and $5,568 for the fiscal years ended March 31, 2012, 2011 and 2010,
respectively.

Defined Benefit Pension and Other Postretirement Benefit Plans

The Company sponsors several defined benefit pension plans covering some of its employees. Certain employee groups

are ineligible to participate in the plans or have ceased to accrue additional benefits under the plans based upon their service to
the Company or years of service accrued under the defined benefit pension plans. Benefits under the defined benefit plans are
based on years of service and, for most non-represented employees, on average compensation for certain years. It is the
Company's policy to fund at least the minimum amount required for all qualified plans, using actuarial cost methods and
assumptions acceptable under U.S. Government regulations, by making payments into a trust separate from us.

In addition to the defined benefit pension plans, the Company provides certain healthcare and life insurance benefits for
eligible retired employees. Such benefits are unfunded as of March 31, 2012. Employees achieve eligibility to participate in
these contributory plans upon retirement from active service if they meet specified age and years of service requirements.
Election to participate for some employees must be made at the date of retirement. Qualifying dependents at the date of
retirement are also eligible for medical coverage. Current plan documents reserve the right to amend or terminate the plans at
any time, subject to applicable collective bargaining requirements for represented employees. From time to time, changes have
been made to the benefits provided to various groups of plan participants. Premiums charged to most retirees for medical
coverage prior to age 65 are based on years of service and are adjusted annually for changes in the cost of the plans as
determined by an independent actuary. In addition to this medical inflation cost-sharing feature, the plans also have provisions
for deductibles, co-payments, coinsurance percentages, out-of-pocket limits, schedules of reasonable fees, preferred provider

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

networks, coordination of benefits with other plans and a Medicare carve-out.

The Company also sponsors an unfunded supplemental executive retirement plan ("SERP") that provides retirement

benefits to certain key employees.

In accordance with the Compensation—Retirement Benefits topic of the ASC, the Company has recognized the funded
status of the benefit obligation as of March 31, 2012, in the accompanying consolidated balance sheet. The funded status is
measured as the difference between the fair value of the plans' assets and the PBO or accumulated postretirement benefit
obligation of the plan. The majority of the plan assets are publicly traded investments which were valued based on the market
price as of the measurement date. Investments that are not publicly traded were valued based on the estimated fair value of
those investments based on our evaluation of data from fund managers and comparable market data.

The following table sets forth the Company's consolidated defined benefit pension plans for its union and non-union
employees and its SERP as of March 31, 2012 and 2011, and the amounts recorded in the consolidated balance sheets at March
31, 2012 and 2011. Company contributions include amounts contributed directly to plan assets and indirectly as benefits 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.

Pension Benefits

Year ended March 31,

Other
Postretirement
Benefits

Year ended March 31,

2012

2011

2012

2011

Change in projected benefit obligations

Projected benefit obligation at beginning of year

2,022,561

16,725

369,826

—

Acquisition of Vought

—

1,995,620

Service cost

Interest cost

Actuarial loss

Plan amendments

Participant contributions

Curtailments

Special termination benefits

Benefits paid

Projected benefit obligation at end of year

Accumulated benefit obligation at end of year
Weighted-average assumptions used to determine
benefit obligations at end of year

16,456

108,059

290,276
(7,145)
—
(56,701)
1,625
(133,390)
2,241,741

2,214,640

17,020

93,162

84,586
(86,243)
—

—

3,393

18,473

26,951

—

5,662

—

—
(98,309)
2,022,561

1,949,459

421
(43,924)
380,802

380,802

398,549

3,115

16,672

7,297
(27,177)
3,736

—

—
(32,366)
369,826

369,826

Discount rate

Rate of compensation increase

4.62%

3.50%

5.58%

3.50%

4.35%

N/A

5.25%

N/A

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

Pension Benefits

Year ended March 31,

Other
Postretirement
Benefits

Year ended March 31,

2012

2011

2012

2011

Change in fair value of plan assets

Fair value of plan assets at beginning of year

1,659,592

7,304

— $

Acquisition of Vought

Actual return on plan assets

Participant contributions

Company contributions

Benefits paid

Fair value of plan assets at end of year
Funded status (underfunded)

Funded status
Reconciliation of amounts recognized in the
consolidated balance sheets

Accrued benefit liability—current

Accrued benefit liability—noncurrent

Net amount recognized

Prior service costs

Actuarial (gains) losses

Income tax (benefits) liabilities related to above
items

Unamortized benefit plan (gains) costs

—

233,559

—

1,360,211

255,279

—

122,193
(133,390)
1,881,954

135,107
(98,309)
1,659,592

—

5,662

38,262
(43,924)

— $

—

3,736

28,630
(32,366)
—

(359,787) $

(362,969) $

(380,802) $

(369,826)

(3,938) $

(3,931) $

(355,849)
(359,787) $
(41,160) $
53,026

(359,038)
(362,969) $
(87,475) $
(74,483)

(36,526) $
(344,276)
(380,802) $
(22,270) $
34,247

(35,456)
(334,370)
(369,826)
(26,800)
7,297

(4,509)
7,357

61,544
(100,414) $

(4,551)
7,426

7,411
(12,092)

TRIUMPH GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)

The components of net periodic benefit cost for fiscal years ended March 31, 2012, 2011 and 2010 are as follows:

Pension Benefits

Year Ended March 31,

Other
Postretirement
Benefits

(5,829) $
352

(4,530)
—

The total estimated future benefit payments for the pension plans are expected to be paid from the plan assets and company

funds. The other postretirement plan benefit payments reflect the Company's portion of the funding. Estimated future benefit
payments from plan assets and Company funds for the next ten years are as follows:

Year

2013

2014

2015

2016

2017

2018 - 2022

Pension
Benefits

Other
Postretirement
Benefits

* $

(62,500) $
600

64,600
(400)

(7,800)
400

8,100
(400)

* Excludes impact to plan assets due to the LDI investment approach discussed above under "Plan Assets, Investment

Policy and Strategy."

The long-term rate of return assumption represents the expected average rate of earnings on the funds invested to provide

for the benefits included in the benefit obligations. The long-term rate of return assumption is determined based on a number of
factors, including historical market index returns, the anticipated long-term asset allocation of the plans, historical plan return
data, plan expenses and the potential to outperform market index returns. The expected long-term rate of return on assets was
8.50%. For fiscal 2013, the expected long-term rate of return is 8.25%.

A significant factor used in estimating future per capita cost of covered healthcare benefits for our retirees and us is the
healthcare cost trend rate assumption. The rate used at March 31, 2012 was 8.00% and is assumed to decrease gradually to
4.50% by fiscal 2019 and remain at that level thereafter. The effect of a one-percentage point change in the healthcare cost
trend rate in each year is shown below:

Net periodic expense
Obligation